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                                                                   EXHIBIT 3.4


                                    BY-LAWS

                                       OF

                  CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

                             A COLORADO CORPORATION

                  (REVISED AND AMENDED AS OF AUGUST 22, 1997)

                                   ARTICLE I

                                    OFFICES

       Section 1.  The registered office shall be located in the City of
Denver, State of Colorado until otherwise established by a vote of a majority
of the board of directors in office, and a statement of such change is filed in
the manner provided by statute.

       Section 2.  The Corporation may also have offices at such other places
both within and without the State of Colorado as the board of directors may
from time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                        ANNUAL MEETINGS OF SHAREHOLDERS

       Section 1.  All meetings of shareholders for the election of directors
shall be held at such place either within or without the State of Colorado as
may be fixed from time to time by the board of directors and stated in the
notice of the meeting.

       Section 2.  The board of directors shall fix the date and time of the
annual meeting of the shareholders, and at said meeting the shareholders then
entitled to vote shall elect directors and shall transact such other business
as may properly be brought before the meeting.  Failure to hold an annual
meeting as required by these by-laws shall not invalidate any action taken by
the board of directors or officers of the Corporation.

       Section 3.  Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be delivered not less than ten nor
more than sixty days before the date of the meeting, either personally or by
mail, by or at the direction of the president, the secretary, or the officer or
persons calling the meeting, to each shareholder of record entitled to vote on
any issue proposed at such meeting.
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                                  ARTICLE III

                        SPECIAL MEETINGS OF SHAREHOLDERS

       Section 1. Special meetings of shareholders for any purpose may be held
at such time and other place within or without the State of Colorado as shall
be stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

       Section 2.  Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the president, the board of directors, or the
holders of not less than 10 percent of all the shares entitled to vote on any
issue proposed at the meeting.

       Section 3.  Written notice or printed notice of the special meeting
stating the place, day and hour of the meeting shall be delivered not less than
10 nor more than 60 days before the date of the meeting, either personally or
by mail, by or at the direction of the president, the secretary, or the officer
or persons calling the meeting, to each shareholder of record entitled to vote
on any issue proposed at such meeting.

       Section 4.  The business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.

                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

       Section 1.  The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation.  If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented.  At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified.

       Section 2.  If a quorum is present, the affirmative vote of a majority
of the shares of stock represented at the meeting shall be the act of the
shareholders unless the vote of a greater number of shares of stock is required
by law or the articles of incorporation.

       Section 3.  Each outstanding shares of stock, having voting power, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders.  A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his or her duly authorized attorney-in-fact.





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       Section 4.  Any action required to be taken at a meeting of the
shareholders may be taken without a meeting 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.

                                   ARTICLE V

                                   DIRECTORS

       Section 1.  The business of the Corporation shall be managed under the
direction of the board of directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the articles of incorporation or by these by-laws directed or required to be
exercised or done by the shareholders.  None of the directors need be
shareholders of the Corporation, but each director shall be at least eighteen
years of age.

       Section 2.  The board of directors shall consist of such number of
directors, not less than 3 nor more than 15, as may be determined from time to
time by resolution adopted by a vote of at least three-quarters of the entire
board of directors.  The board of directors shall be divided into three
classes, Class I, Class II and Class III.  The number of directors in each
class shall be the whole number contained in the quotient arrived at by
dividing the authorized number of directors by three, and if a fraction is also
contained in such quotient, then if such fraction is 1/3 the extra director
shall be a member of Class III and if the fraction is 2/3 one of the extra
directors shall be a member of Class III and the other shall be a member of
Class II.  After the initial division of the board of directors into classes,
each director shall serve for a term ending on the date of the third annual
meeting following the annual meeting at which such director was elected and
until such director's successor shall have been elected and qualified, except
in the event of death, resignation or removal.  The three initial classes of
directors shall be comprised as follows:

              (1)  Class I shall be comprised of directors who shall serve
       until the annual meeting of shareholders in 1998 and until their
       successors shall have been elected and qualified.

              (2)  Class II shall be comprised of directors who shall serve
       until the annual meeting of shareholders in 1999 and until their
       successors shall have been elected and qualified.

              (3)  Class III shall be comprised of directors who shall serve
       until the annual meeting of shareholders in 2000 and until their
       successors shall have been elected and qualified.

       Section 3.  Vacancies and newly created directorships resulting from any
increase in the





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authorized number of directors may be filled by a majority of the directors
then in office, though less than a quorum, or by a sole remaining director, and
the directors so chosen shall hold office until the next annual election of the
class for which such director shall have been elected and until a successor is
duly elected and qualified, except in the event of death, resignation or
removal.  The newly created or eliminated directorship resulting from such
increase or decrease shall be apportioned by the board of directors to such
class or classes as shall, as far as possible, bring the number of directors in
the respective classes into the formula in Section 2 of this Article V, as
applied to the new authorized number of directors.  If there are no directors
in office, then an election of directors may be held in the manner provided by
statute.

       Section 4.  The directors may keep the books of the Corporation, except
such as are required by law to be kept within the state, outside of the State
of Colorado, at such place or places as they may from time to time determine.

       Section 5.  The board of directors, by the affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the Corporation as directors,
officers or otherwise.

       Section 6.  So long as Innovest Holdings, Ltd. ("Innovest") is a holder
of the Corporation's Common Shares, the Corporation shall take the necessary
steps to ensure that, an Innovest's option, two designees of Innovest shall (i)
be nominated to the Board of Directors of the Corporation or, in the
alternative (ii) have the right to be present and attend all meeting of the
Board of Directors of the Corporation.

                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

       Section 1.  Meetings of the board of directors, regular or special, may
be held either within or without the State of Colorado.

       Section 2.  The board of directors may, by resolution, establish dates,
times and places for regular meetings, which may thereafter be held without
further notice.  Special meetings may be called by the President or by any
director and shall be held at the principal office of the Corporation unless
another place is consented to by a majority of the directors.

       Section 3.  Regular meetings of the board of directors may be held upon
such notice, or without notice, and at such time and at such place as shall
from time to time be determined by the board.

       Section 4.  Special meetings of the board of directors may be called by
the president or





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any director  on at least twenty four (24) hours notice to each director before
the time of the meeting, stating the date, time, and place 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, 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
addressed to the last known 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.

       Section 5.  Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.  Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such
meeting.

       Section 6.  A majority of the entire board of directors shall constitute
a quorum for the transaction of business unless a greater number is required by
law or by the articles of incorporation.  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, unless the act of a greater number is required by
statute or by the articles of incorporation.  If a quorum shall not be present
at any meeting of directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

       Section 7.  Any action required or permitted to be taken at a meeting of
the directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors entitled to
vote with respect to the subject matter thereof.

                                  ARTICLE VII

                                   COMMITTEES

       The board of directors, by resolution adopted by a majority of the full
board, may designate from 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 consist of one or more directors and have
such authority as may be specified by the board of directors subject to the
provisions of Section 7-109-106 of the Colorado Business Corporation Act.  The
board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee.  Except to the extent specified otherwise by the board of
directors, any such committee shall be governed by the procedural provisions of
these by-laws that govern the operation of the full board of directors,
including with respect to notice and quorum.





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                                  ARTICLE VIII

                                    NOTICES

       Section 1. Whenever, under the provisions of the statutes or of the
articles of incorporation or of these by-laws, notice is required to be given
to any director or shareholder, it shall be given in writing, by mail,
addressed to such director or shareholder, at his or her address as it appears
on the records of the Corporation, with postage thereon prepaid, and such
notice shall be deemed to be given at the time when the same shall be deposited
in the United States mail.  Notice to directors may also be given orally to the
director, personally or by telephone or other wire or wireless communication or
in writing by telegraph, teletype, electronically transmitted facsimile,
electronic mail, or private carrier.

       Section 2.  Whenever any notice whatsoever is required to be given under
the provisions of the statutes or under the provisions  of the articles of
incorporation or these by-laws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

                                    GENERAL

       Section 1.  The officers of the Corporation shall be chosen by the board
of directors and shall be a president, a vice-president, a secretary and a
treasurer.  The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers.

       Section 2.  The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.

       Section 3.  The salaries of all officers and agents of the Corporation
shall be fixed by the board of directors.

       Section 4.  The officers of the Corporation shall hold office until
their successors are chosen and qualify.  Any officer elected or appointed by
the board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors.  Any vacancy occurring in any office of the
Corporation shall be filled by the board of directors.





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                                 THE PRESIDENT

       Section 5.  The president shall be the chief executive officer of the
Corporation, shall preside at all meetings of the shareholders and the board of
directors, 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.

       Section 6.  The president shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the Corporation.

                              THE VICE PRESIDENTS

       Section 7.  The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in
the absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                    THE SECRETARY AND ASSISTANT SECRETARIES

       Section 8.  The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings
of the meetings of the Corporation and of the board of directors in a book to
be kept for that purpose and shall perform like duties for the standing
committees when required.  The secretary shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the
board of directors or president, under whose supervision he or she shall be.
The secretary shall have custody of the corporate seal of the Corporation and
he or she, or an assistant secretary, shall have authority to affix the same to
any instrument requiring it and when so affixed, it may be attested by the
signature of the secretary or by the signature of such assistant secretary.
The board of directors may give general authority to any other officer to affix
the seal of the Corporation and to attest the affixing by the signature of such
officer.

       Section 9.  The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.





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                     THE TREASURER AND ASSISTANT TREASURERS

       Section 10.  The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the board of
directors.

       Section 11.  The treasurer shall disburse the funds of the Corporation
as may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all the transactions performed as treasurer and of the financial condition of
the Corporation.

       Section 12.  If required by the board of directors, the treasurer  shall
give the Corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the board of directors for the faithful performance of
the duties of the office and for the restoration to the Corporation, in case of
the death, resignation, retirement or removal of the treasurer from office, of
all books, papers, vouchers, money and other property of whatever kind in the
possession of the treasurer or under the control of the treasurer belonging to
the Corporation.

       Section 13.  The assistant treasurer, or, if there shall be more than
one, the assistant treasurers in the order determined by the board of
directors, shall, in the absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.

                                   ARTICLE X

                                     SHARES

                       CERTIFICATES AND LOST CERTIFICATES

       Section 1.  The shares of the Corporation shall be represented by
certificates signed 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 of the Corporation, and
may be sealed with the seal of the Corporation or a facsimile thereof.

       Section 2.  When the Corporation is authorized to issue shares of more
than one class there shall be set forth upon the face or back of the
certificate, or the certificate shall have a statement that the Corporation
will furnish to any shareholder upon request and without charge, a full
statement of the designations, preferences, limitations, and relative rights of





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the shares of each class authorized to be issued and, if the Corporation is
authorized to issue any preferred or special class in series, the variations in
the relative rights and preferences between the shares of each such series so
far as the same have been fixed and determined and the authority of the board
of directors to fix and determine the relative rights and preferences of
subsequent series.

       Section 3.  The signatures of the officers of the Corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the Corporation itself or an
employee of the Corporation.  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 the person were such officer at the date
of its issue.

       Section 4.  The board of directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the Corporation
alleged to have been lost or destroyed.  When authorizing such issue of a new
certificate, the board of directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as
it deems expedient, and may require such indemnities as it deems adequate, to
protect the Corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                              TRANSFERS OF SHARES

       Section 5.  Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate representing shares duly endorsed or
accompanied or proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of
the Corporation.

                     CLOSING OF TRANSFER BOOKS; RECORD DATE

       Section 6.  For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders, or any adjournment thereof
or 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 a
stated period but not to exceed, in any case, fifty (50) days.  If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten days immediately preceding such meeting.  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 and, in case of a meeting of
shareholders, not less than ten days prior to the date on which the particular
action, requiring such determination of shareholders, is to be taken.  If the
stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the board of directors





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declaring such 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 shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.

                            REGISTERED SHAREHOLDERS

       Section 7.  The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall  have
express or other notice thereof, except as otherwise provided by the laws of
Colorado.

                              LIST OF SHAREHOLDERS

       Section 8.  The officer or agent having charge of the transfer books for
shares shall make, at least ten days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at such meeting, arranged in
alphabetical order, with the address of each and the number of shares held by
each, which list, for a period of ten days prior to such meeting, shall be kept
on file at the principal office of the Corporation and shall be subject to
inspection by any shareholder at any time during usual business hours.  Such
list 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 during the whole time
of the meeting.  The original share ledger or transfer book, or a duplicate
thereof, shall be prima facie evidence as to who are the shareholders entitled
to examine such list or share ledger or transfer book or to vote at any meeting
of the shareholders.

                                   ARTICLE XI

                                INDEMNIFICATION

                                  DEFINITIONS

       Section 1.  For purposes of this Article XI, the following terms shall
have the meanings set forth below:

       (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 any individual who is or was a director of the
Corporation and an individual who, while a director of the Corporation, is or
was serving at the Corporation's request as a director, officer, associate,
employee, or fiduciary, manager,





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member, partner, trustee or agent of another foreign or domestic corporation or
other person or of an employee benefit plan.  A director shall be 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.  The term "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, 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 an individual 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, or any appeal therein, whether civil, criminal,
administrative, or investigative, and whether formal or informal.

                              NATURE OF INDEMNITY

       Section 2.  The Corporation shall indemnify a person made a party to a
proceeding because the person is or was a director against liability incurred
in the proceeding if:

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

       (b)  The person reasonably believed:

       (1)  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

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

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





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       Section 3.   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 Section 2(b)(2).   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 requirement of Section 2(a).

       Section 4.  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 Sections 2 or 3 of this Article.

       Section 5.  The Corporation may not indemnify a director:

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

       (b)  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.

       Section 6.  Indemnification permitted under Sections 2 or 3 of this
Article in connection with a proceeding by or in the right of the Corporation
is limited to reasonable expenses incurred in connection with the proceeding.

                           MANDATORY INDEMNIFICATION

       Section 7.  The Corporation shall indemnify a person who was wholly
successful, on the merits or otherwise, in 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.

                          ADVANCE PAYMENT OF EXPENSES

       Section 8.  The Corporation may pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in advance of
the final disposition of the proceeding if:

       (a)  The director furnishes the Corporation a written affirmation of the
director's good-faith belief that he or she has met the standard of conduct
described in Sections 2, 3, or 4 of this Article;





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       (b)  The director furnishes 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 such standard of conduct; and

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

       Section 9.  The undertaking required by Section 8(b) 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.

       Section 10.  Determinations and authorizations of payments under Section
8 shall be made in the manner specified in Section 12.

                         COURT-ORDERED INDEMNIFICATION

       Section 11. A director who is a party or was 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 the court determines that the director is entitled to mandatory
indemnification under Section 7, 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; or

       (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 Section 2 or was
adjudged liable in the circumstances described in Section 5, 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 Section 5 is limited to
reasonable expenses incurred in connection with the proceeding and reasonable
expenses incurred to obtain court-ordered indemnification.

                  DETERMINATION THAT INDEMNIFICATION IS PROPER

       Section 12.  The Corporation may not indemnify a director under Section
2 unless authorized in the specific case after a determination has been made
that indemnification of the director is permissible under the circumstances
because the director has met the standard of conduct set forth in Section 2.
The Corporation shall not advance expenses to a director under Section 8 unless
authorized in the specific case after the written affirmation and undertakings
required by Sections 8(a) and 8(b) are received and the determination required
by Section 8(c) has been made.





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       Section 13.  The determination required by Section 12 shall be made:

       (a)  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

       (b)  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.

       Section 14.  If the quorum cannot be obtained as contemplated in Section
13(a), and a committee cannot be established under Section 13(b), 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 Section 12 shall be made:

       (a)  By independent legal counsel selected by a vote of the board of
directors or the committee in the manner specified in Section 13(a) or 13(b),
or, if a quorum of the full board of directors cannot be obtained and a
committee cannot be established, by independent legal counsel selected by a
majority vote of the full board of directors; or

       (b)  By the shareholders.

       Section 15.  Authorization of indemnification and advancement of
expenses shall be made in the same manner as the determination that
indemnification or advancement of expenses is permissible; except that, if the
determination that indemnification or advancement of expenses is permissible is
made by independent legal counsel, authorization of indemnification and
advancement of expenses shall be made by the body that selected such counsel.

         INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND AGENTS

       Section 16.  The Corporation shall indemnify and advance expenses to an
officer of the Corporation to the same extent as to a director.

       Section 17.  The Corporation may indemnify and advance expenses to an
employee, fiduciary, or agent of the Corporation to the same extent as to an
officer or director.

       Section 18.  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 by-laws, 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.





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<PAGE>   15
              SURVIVAL; PRESERVATION OF OTHER RIGHTS; SEVERABILITY

       Section 19.  The foregoing indemnification provisions shall be deemed to
be a contract between the Corporation and each director, officer, employee and
agent who serves in any such capacity at any time while these provisions as
well as the relevant provisions of the Colorado Business Corporation Act are in
effect and any repeal or modification thereof shall not affect any right or
obligation then existing with respect to any state of facts then or previously
existing or any action, suit, or proceeding previously or thereafter brought or
threatened based in whole or in part upon any such state of facts.  Such a
contract right may not be modified retroactively without the consent of such
director, officer, employee or agent.

              The indemnification provided by this Article XI shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in such person's  official capacity and as to
action in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

       Section 20.  If this Article XI or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director or officer and may
indemnify each employee or agent of the Corporation as to costs, charges and
expenses (including attorneys, fees), judgment, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article XI that shall not have been invalidated and to the
fullest extent permitted by applicable law.

                                   INSURANCE

       Section 21.  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 any liability asserted against or incurred by
the person in that capacity or arising out of his or her status as a director,
officer, employee, fiduciary, or agent, whether or not the Corporation would
have the power to indemnify the person against the same liability under this
Article XI.  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 the State of Colorado or any other jurisdiction of the United
States or elsewhere, including any insurance company in which the Corporation
has equity or any other interest, through stock ownership or otherwise.





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<PAGE>   16
             NOTICE TO SHAREHOLDERS OF INDEMNIFICATION OF DIRECTOR

       Section 22.   If the Corporation indemnifies or advances expenses to a
director under this Article XI 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 meeting of shareholders.  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 XII

                               GENERAL PROVISIONS

                                   DIVIDENDS

       Section 1.  Subject to the provisions of the articles of incorporation
relating thereto, if any, dividends may be declared by the board of directors
at any regular or special meeting, pursuant to law.  Dividends may be paid in
cash, in property or in shares of the capital stock, subject to any provisions
of the articles of incorporation.

       Section 2.  Before payment of any dividend, there may be set aside from
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

       Section 3.  All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other persons as the board
of directors may from time to time designate.

                                  FISCAL YEAR

       Section 4.  The fiscal year of the Corporation shall be fixed by
resolution of the board of directors.

                                      SEAL

       Section 5.  The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its incorporation and the words "Corporate Seal,
Colorado".  The seal may be used





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by causing it or a facsimile thereof to be impressed or affixed or in any
manner reproduced.

                                   AMENDMENTS

       Section 6.  Subject to the provisions of the articles of incorporation
relating thereto and except as otherwise set forth in these by-laws, these by-
laws may be altered, amended or repealed (a) at any regular or special meeting
of shareholders at which a quorum is present or represented, by the affirmative
vote of a majority of the stock entitled to vote, provided notice of the
proposed alteration, amendment or repeal be contained in the notice of such
meeting, or (b) by the affirmative vote of a majority of the board of directors
at any regular or special meeting of the board.  The board of directors shall
not make or alter any by-law specifying a fixed number of directors or the
maximum or minimum number of directors and the directors shall not change a
fixed board to a variable board or vice versa in the by-laws.  The board of
directors shall not change a by-law, if any, which requires a larger proportion
of the vote of directors for approval than is required by the Colorado Business
Corporation Act.





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