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                                                                     EXHIBIT 3.2

                                    BYLAWS

                                      OF

                              ATLAS MINERALS INC.



                                   ARTICLE I
                                    OFFICES


     1.   Offices.


          1.1  The principal office of the Corporation shall be designated from
time to time by the Corporation and may be within or outside of Colorado or the
United States.

          1.2  The Corporation may have such other offices, either within or
outside Colorado, as the Board of Directors may designate or as the business of
the Corporation may require from time to time.

          1.3  The registered office of the Corporation required by the Colorado
Business Corporation Act to be maintained in Colorado may be, but need not be,
identical with the principal office, and the address of the registered office
may be changed from time to time by the Board of Directors.


                                  ARTICLE  II
                                 SHAREHOLDERS


     1.   Annual Meeting.

          1.1  The annual meeting of the shareholders shall be held each year on
a date and at a time fixed by the Board of Directors of the Corporation (or by
the Chief Executive Officer or President in the absence of action by the Board
of Directors), beginning with the year 2000, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting.  If the election of directors is not held on the day fixed as provided
herein for any annual meeting of the shareholders, or any adjournment thereof,
the Board of Directors shall cause the election to be held at a special meeting
of the shareholders as soon thereafter as it may conveniently be held.

          1.2  A shareholder may apply to the district court in the county in
Colorado where the Corporation's principal office is located or, if the
Corporation has no principal office in Colorado, to the district court of the
county in which the Corporation's registered office is located to seek an order
that a shareholder meeting be held (i) if an annual meeting was not held within
six (6) months after the close of the Corporation's most recently ended fiscal
year or fifteen (15) months after its last annual meeting, whichever is earlier,
or (ii) if the shareholder participated in a proper call of or proper demand for
a special meeting and notice of the special meeting was not given within thirty
(30) days after the date of the call or the date the last of the demands
necessary to require calling of the meeting was received by the Corporation
pursuant to Section 7-107-102(1)(b) of the Colorado Business Corporation Act, or
the special meeting was not held in accordance with the notice.
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          2.   Special Meetings. Unless otherwise prescribed by statute, special
meetings of the shareholders may be called for any purpose by the Chairman of
the Board of Directors, the Chief Executive Officer, the President or by the
Board of Directors. The Chief Executive Officer or the President shall call a
special meeting of the shareholders if the Corporation receives one or more
written demands for the meeting, stating the purpose or purposes for which it is
to be held, signed and dated by holders of shares representing at least ten
percent (10%) of all the votes entitled to be cast on any issue proposed to be
considered at the meeting.

          3.   Place of Meeting. The Board of Directors may designate any place,
either within or outside Colorado, as the place for any annual meeting or any
special meeting called by the Board of Directors. A waiver of notice signed by
all shareholders entitled to vote at a meeting may designate any place, either
within or outside Colorado, as the place for such meeting. If no designation is
made, or if a special meeting is called other than by the Board of Directors,
the place of meeting shall be the principal office of the Corporation.

          4.   Notice of Meeting.

               4.1  Written notice stating the place, date, and hour of the
meeting shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting, except (i) if the number of authorized shares is
to be increased, at least thirty (30) days' notice shall be given, or (ii) if
any other longer notice period is required by the Colorado Business Corporation
Act. Notice of a special meeting shall include a description of the purpose or
purposes of the meeting. Notice of an annual meeting need not include a
description of the purpose or purposes of the meeting except the purpose or
purposes shall be stated with respect to (i) an amendment to the Articles of
Incorporation of the Corporation, (ii) a merger or share exchange in which the
Corporation is a party and, with respect to a share exchange, in which the
Corporation's shares will be acquired, (iii) a sale, lease, exchange or other
disposition, other than in the usual and regular course of business, of all or
substantially all of the property of the Corporation or of another entity which
this Corporation controls (if a shareholder vote is required), in each case with
or without the goodwill, (iv) a dissolution of the Corporation, or (v) any other
purpose for which a statement of purpose is required by the Colorado Business
Corporation Act. Notice shall be given personally or by mail, private carrier,
telegraph, teletype, electronically transmitted facsimile or other form of wire
or wireless communication by or at the direction of the Chief Executive Officer,
the President, the Secretary, or the officer or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting. If notice is given
by mail, such notice shall be deemed to be given and effective when deposited in
the United States mail, addressed to the shareholder at his address as it
appears in the Corporation's current record of shareholders, with postage
prepaid. If notice is given other than by mail, the notice is given and
effective on the date received by the shareholder.

               4.2  If requested by the person or persons lawfully calling such
meeting, the Secretary shall give notice thereof at the Corporation's expense.
No notice need be sent to any shareholder if three successive notices mailed to
the last known address of such shareholder have been returned as undeliverable
until such time as another address for such shareholder is made known to the
Corporation by such shareholder.  In order to be entitled to receive notice of
any meeting, a shareholder shall advise the Corporation in writing of any change
in such shareholder's mailing address as shown on the Corporation's books and
records.

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               4.3  When a meeting is adjourned to another date, time or place,
notice need not be given of the new date, time or place if the new date, time or
place of such meeting is announced before adjournment at the meeting at which
the adjournment is taken.  At the adjourned meeting the Corporation may transact
any business which may have been transacted at the original meeting.  If the
adjournment is for more than one hundred twenty (120) days, or if a new record
date is fixed for the adjourned meeting, a new notice of the adjourned meeting
shall be given to each shareholder of record entitled to vote at the meeting as
of the new record date.

               4.4  A shareholder may waive notice of a meeting before or after
the time and date of the meeting by a writing signed by such shareholder. Such
waiver shall be delivered to the Corporation for filing with the corporate
records. Further, by attending a meeting either in person or by proxy, a
shareholder waives objection to lack of notice or defective notice of the
meeting unless the shareholder objects at the beginning of the meeting to the
holding of the meeting or the transaction of business at the meeting because of
lack of notice or defective notice. By attending the meeting, the shareholder
also waives any objection to consideration at the meeting of a particular matter
not within the purpose or purposes described in the meeting notice unless the
shareholder objects to considering the matter when it is presented.

          5.   Fixing of Record Date.

               5.1  For the purpose of determining shareholders entitled to (i)
notice of or vote at any meeting of shareholders or any adjournment thereof,
(ii) receive distributions or share dividends, or (iii) demand a special
meeting, or to make a determination of shareholders for any other proper
purpose, the Board of Directors may fix a future 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
(10) days, prior to the date on which the particular action requiring such
determination of shareholders is to be taken.  If no record date is fixed by the
directors, the record date shall be the date on which notice of the meeting is
mailed to shareholders, or the date on which the resolution of the Board of
Directors providing for a distribution is adopted, as the case may be.  When a
determination of shareholders entitled to vote at any meeting of shareholders is
made as provided in this Section, such determination shall apply to any
adjournment thereof unless the Board of Directors fixes a new record date, which
it must do if the meeting is adjourned to a date more than one hundred twenty
(120) days after the date fixed for the original meeting.

               5.2  Notwithstanding the above, the record date for determining
the shareholders entitled to take action without a meeting or entitled to be
given notice of action so taken shall be the date a writing upon which the
action is taken is first received by the Corporation. The record date for
determining shareholders entitled to demand a special meeting shall be the date
of the earliest of any of the demands pursuant to which the meeting is called.

          6.   Voting Lists.

               6.1  The Secretary shall make, at the earlier of ten (10) days
before each meeting of shareholders or two (2) business days after notice of the
meeting has been given, a complete list of the shareholders entitled to be given
notice of such meeting or any adjournment thereof. The list shall be arranged by
voting groups and within each voting group by class or series of shares, shall
be in alphabetical order within each class or series, and shall show the address
of and the number of shares of each class or series held by each shareholder.
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

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continuing through the meeting and any adjournment thereof, this list shall be
kept on file at the principal office of the Corporation, or at a place (which
shall be identified in the notice) in the city where the meeting will be held.
Such list shall be available for inspection on written demand by any shareholder
(including for the purpose of this Section 6 any holder of voting trust
certificates) or his agent or attorney during regular business hours and during
the period available for inspection.  The original stock transfer books shall be
prima facie evidence as to the shareholders entitled to examine such list or to
vote at any meeting of shareholders.

               6.2  Any shareholder, his agent or attorney may copy the list
during regular business hours during the period it is available for inspection,
provided (i) the shareholder has been a shareholder for at least three (3)
months immediately preceding the demand or holds at least five percent (5%) of
all outstanding shares of any class of shares as of the date of the demand, (ii)
the demand is made in good faith and for a purpose reasonably related to the
demanding shareholder's interest as a shareholder, (iii) the shareholder
describes with reasonable particularity the purpose and the records the
shareholder desires to inspect, (iv) the records are directly connected with the
described purpose, and (v) the shareholder pays a reasonable charge covering the
costs of labor and material for such copies, not to exceed the estimated cost of
production and reproduction.

          7.   Recognition Procedure for Beneficial Owners.  The Board of
Directors may adopt by resolution a procedure whereby a shareholder of the
Corporation may certify in writing to the Corporation that all or a portion of
the shares registered in the name of such shareholder are held for the account
of a specified person or persons.  The resolution may set forth (i) the types of
nominees to which it applies, (ii) the rights or privileges that the Corporation
will recognize in a beneficial owner, which may include rights and privileges
other than voting, (iii) the form of certification and the information to be
contained therein, (iv) if the certification is with respect to a record date,
the time within which the certification must be received by the Corporation, (v)
the period for which the nominee's use of the procedure is effective, and (vi)
such other provisions with respect to the procedure as the Board deems necessary
or desirable.  Upon receipt by the Corporation of a certificate complying with
the procedure established by the Board of Directors, the persons specified in
the certification shall be deemed, for the purpose or purposes set forth in the
certification, to be the registered holders of the number of shares specified in
place of the shareholder making the certification.

          8.   Quorum and Manner of Acting.

               8.1  A majority of the votes entitled to be cast on a matter by a
voting group shall constitute a quorum of that voting group for action on the
matter.  If less than a majority of such votes are represented at a meeting, a
majority of the votes so represented may adjourn the meeting from time to time
without further notice, for a period not to exceed one hundred twenty (120) days
for any one adjournment.  If a quorum is present at such adjourned meeting, any
business may be transacted which might have been transacted at the meeting as
originally noticed.  The shareholders present at a duly organized meeting may
continue to transact business for the remainder of the meeting and for any
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum, unless a new record date is or shall be set for the adjourned
meeting.

               8.2  If a quorum exists, action on a matter other than the
election of directors by a voting group is approved if the votes cast within the
voting group favoring the action exceed the votes cast within the voting group
opposing the action, unless the vote of a greater number or voting by classes is
required by law or the Articles of Incorporation.

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          9.   Proxies.

               9.1  At all meetings of shareholders, a shareholder may vote by
proxy by signing an appointment form or similar writing, either personally or by
his duly authorized attorney-in-fact. A shareholder may also appoint a proxy by
transmitting or authorizing the transmission of a telegram, teletype, or other
electronic transmission providing a written statement of the appointment to the
proxy, a proxy solicitor, proxy support service organization, or other person
duly authorized by the proxy to receive appointments as agent for the proxy, or
to the Corporation. The transmitted appointment shall set forth or be
transmitted with written evidence from which it can be determined that the
shareholder transmitted or authorized the transmission of the appointment. The
proxy appointment form or similar writing shall be filed with the Secretary of
the Corporation before or at the time of the meeting. The appointment of a proxy
is effective when received by the Corporation and is valid for eleven (11)
months unless a different period is expressly provided in the appointment form
or similar writing.

               9.2  Any complete copy, including an electronically transmitted
facsimile, of an appointment of a proxy may be substituted for or used in lieu
of the original appointment for any purpose for which the original appointment
could be used.

               9.3  Revocation of a proxy does not affect the right of the
Corporation to accept the proxy's authority unless (i) the Corporation had
notice that the appointment was coupled with an interest and notice that such
interest is extinguished is received by the Secretary or other officer or agent
authorized to tabulate votes before the proxy exercises his authority under the
appointment, or (ii) other notice of the revocation of the appointment is
received by the Secretary or other officer or agent authorized to tabulate votes
before the proxy exercises his authority under the appointment.  Other notice of
revocation may, in the discretion of the Corporation, be deemed to include the
appearance at a shareholders' meeting of the shareholder who granted the proxy
and his voting in person on any matter subject to a vote at such meeting.

               9.4  The death or incapacity of the shareholder appointing a
revocable proxy does not affect the right of the Corporation to accept such
proxy's authority unless notice of the death or incapacity is received by the
Secretary or other officer or agent authorized to tabulate votes before the
proxy exercises his authority under the appointment.

               9.5  The Corporation shall not be required to recognize an
appointment made irrevocable if it has received a writing revoking the
appointment signed by the shareholder (including a shareholder who is a
successor to the shareholder who granted the proxy) either personally or by his
attorney-in-fact, notwithstanding that the revocation may be a breach of an
obligation of the shareholder to another person not to revoke the appointment.

               9.6  Subject to Article II, Section 11 and any express limitation
the proxy's authority appearing on the appointment form, the Corporation is
entitled to accept the proxy's vote or other action as that of the shareholder
making the appointment.

          10.  Voting of Shares.

               10.1  Each outstanding share, regardless of class, shall be
entitled to one vote, except in the election of directors, and each fractional
share shall be entitled to a corresponding

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fractional vote on each matter submitted to a vote at a meeting o f
shareholders, except to the extent that the voting rights of the shares of any
class or classes or series are otherwise different as expressly set forth in the
Articles of Incorporation. Cumulative voting shall not be permitted in the
election of directors or for any other purpose. Each record holder of stock
shall be entitled to vote in the election of directors and shall have as many
votes for each of the shares owned by him as there are directors to be elected
and for whose election he has the right to vote.

               10.2  At each election of directors, that number of candidates
equaling the number of directors to be elected, having the highest number of
votes cast in favor of their election, shall be elected to the Board of
Directors.

               10.3  Except as otherwise ordered by a court of competent
jurisdiction upon a finding that the purpose of this Section would not be
violated in the circumstances presented to the court, the shares of this
Corporation are not entitled to be voted if they are owned, directly or
indirectly, by a second corporation, domestic or foreign, and this Corporation
owns, directly or indirectly, a majority of the shares entitled to vote for
directors of the second corporation, except to the extent the second corporation
holds the shares in a fiduciary capacity.

               10.4  Redeemable shares are not entitled to be voted after notice
of redemption is mailed to the holders and a sum sufficient to redeem the shares
has been deposited with a bank, trust company or other financial institution
under an irrevocable obligation to pay the holders the redemption price on
surrender of the shares or such payment has been made directly to the holders of
the Corporation.

          11.  Corporation's Acceptance of Votes.

               11.1  If the name signed on a vote, consent, waiver, proxy
appointment, or proxy appointment revocation corresponds to the name of a
shareholder, the Corporation, if acting in good faith, is entitled to accept the
vote, consent, waiver, proxy appointment or proxy appointment revocation and
give it effect as the act of the shareholder.  If the name signed on a vote,
consent, waiver, proxy appointment or proxy appointment revocation does not
correspond to the name of a shareholder, the Corporation, if acting in good
faith, is nevertheless entitled to accept the vote, consent, waiver, proxy
appointment or proxy appointment revocation and to give it effect as the act of
the shareholder if:

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

                     (ii)  the name signed purports to be that of an
administrator, executor, guardian or conservator representing the shareholder
and, if the Corporation requests, evidence of fiduciary status acceptable to the
Corporation has been presented with respect to the vote, consent, waiver, proxy
appointment or proxy appointment revocation;

                     (iii) the name signed purports to be that of a receiver or
trustee in bankruptcy of the shareholder and, if the Corporation requests,
evidence of this status acceptable to the Corporation has been presented with
respect to the vote, consent, waiver, proxy appointment or proxy appointment
revocation;

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                    (iv) the name signed purports to be that of a pledgee,
beneficial owner or attorney-in-fact of the shareholder and, if the Corporation
requests, evidence acceptable to the Corporation of the signatory's authority to
sign for the shareholder has been presented with respect to the vote, consent,
waiver, proxy appointment or proxy appointment revocation;

                    (v)  two or more persons are the shareholder as co-tenants
or fiduciaries and the name signed purports to be the name of at least one of
the co-tenants or fiduciaries, and the person signing appears to be acting on
behalf of all the co-tenants or fiduciaries; or

                    (vi) the acceptance of the vote, consent, waiver, proxy
appointment or proxy appointment revocation is otherwise proper under rules
established by the Corporation that are not inconsistent with this Section 11.

               11.2 The Corporation is entitled to reject a vote, consent,
waiver, proxy appointment or proxy appointment revocation if the Secretary or
other officer or agent authorized to tabulate votes, acting in good faith, has
reasonable basis to doubt the validity of the signature on it or about the
signatory's authority to sign for the shareholder.

               11.3 Neither the Corporation nor its officers nor any agent who
accepts or rejects a vote, consent, waiver, proxy appointment or proxy
appointment revocation in good faith and in accordance with the standards of
this Section is liable in damages for the consequences of the acceptance or
rejection.

          12.  Informal Action by Shareholders.

               12.1  Any action required or permitted to be taken at a meeting
of the shareholders may be taken without a meeting if a written consent (or
counterparts thereof) that sets forth the action so taken is signed by all of
the shareholders entitled to vote with respect to the subject matter thereof and
received by the Corporation. Such consent shall have the same force and effect
as a unanimous vote of the shareholders and may be stated as such in any
document. Action taken under this Section is effective as of the date the last
writing necessary to effect the action is received by the Corporation, unless
all of the writings specify a different effective date, in which case such
specified date shall be the effective date for such action. If any shareholder
revokes his consent as provided for herein prior to what would otherwise be the
effective date, the action proposed in the consent shall be invalid. The record
date for determining shareholders entitled to take action without a meeting is
the date the Corporation first receives a writing upon which the action is
taken.

               12.2 Any shareholder who has signed a writing describing and
consenting to action taken pursuant to this Section may revoke such consent by a
writing signed by the shareholder describing the action and stating that the
shareholder's prior consent thereto is revoked, if such writing is received by
the Corporation before the effectiveness of the action.

               12.3 Notwithstanding the foregoing, if the rules of any
securities exchange, market or quotation system on which the Corporation's
shares or securities are traded shall not permit the taking of action without a
meeting, then, for so long as such rules shall apply to the Corporation, the
provisions of this Section 12 shall be of no force or effect.

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               13.  Organization.    Meetings of shareholders shall be presided
over by the Chairman of the Board if any, or in his absence by the Vice Chairman
of the Board of Directors, if any, or in his absence by the Chief Executive
Officer, or in his absence by the President, or in his absence by a Vice
President, or in the absence of the foregoing persons by a chairman designated
by the Board of Directors, or in the absence of such designation by a chairman
chosen at the meeting. The Secretary shall act as secretary of the meeting, but
in his absence the chairman of the meeting may appoint any person to act as
secretary of the meeting.

               14.  Meetings by Telecommunication. Any or all of the
shareholders may participate in an annual or special shareholders' meeting by,
or the meeting may be conducted through the use of, any means of communication
by which all persons participating in the meeting may hear each other during the
meeting. A shareholder participating in a meeting by this means is deemed to be
present in person at the meeting.

                                 ARTICLE  III
                              BOARD OF DIRECTORS

               1.   General Powers. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the Corporation shall
be managed under the direction of its Board of Directors, except as otherwise
provided in the Colorado Business Corporation Act or the Articles of
Incorporation.

               2.   Number, Qualification and Tenure. The number of directors of
the Corporation shall be fixed from time to time by the Board of Directors,
within a range of not less than four (4) nor more than eight (8). A director
shall be a natural person who is eighteen (18) years of age or older. A director
need not be a resident of Colorado or the United States or a shareholder of the
Corporation. The board of directors shall be elected at the annual meeting of
the shareholders or at a special meeting called for that purpose. Each director
shall be elected to hold office until the next annual meeting of shareholders
and until the director's successor is elected and qualified.

               3.   Vacancies. Any director may resign at any time by giving
written notice to the Corporation. Such resignation shall take effect at the
time the notice is received by the Corporation unless the notice specifies a
later effective date. Unless otherwise specified in the notice of resignation,
the Corporation's acceptance of such resignation shall not be necessary to make
it effective. Subject to applicable law and provisions of the Articles of
Incorporation relating to the rights of holders of any class or series of stock
having a preference over the common stock as to dividends or upon liquidation or
to elect directors under specified circumstances, newly created directorships
resulting from any increase in the number of directors and any vacancies on the
Board of Directors resulting from death, resignation, disqualification, removal
or other cause shall be filled by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum of the Board
of Directors. Any director elected in accordance with the preceding sentence
shall hold office for the remainder of the term of the director who was replaced
and until such director's successor shall have been elected and qualified. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.

               4.   Removal. A director may be removed from office only for
cause and only by (a) the affirmative vote of the holders of not less than a
majority of the number of shares of common stock then outstanding or (b) the
affirmative vote of a majority of the entire Board of Directors then in office.
Except as otherwise provided by law or fixed by, or pursuant to, the provisions
of the Articles

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of Incorporation relating to the rights of holders of any class or series of
stock having a preference over the common stock as to voting dividends or upon
liquidation or to elect directors under specified circumstances, this Section 4
shall not apply with respect to any director elected by the holders of any such
class or series having a preference.

          5.   Regular Meetings. A regular meeting of the Board of Directors
shall be held without notice immediately after and at the same place as the
annual meeting of shareholders. The Board of Directors may provide by resolution
the time and place, either within or outside Colorado, for the holding of
additional regular meetings without other notice.

          6.   Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the Chief Executive Officer, the President or
any two directors. The person or persons authorized to call special meetings of
the Board of Directors may fix any place, either within or outside Colorado, as
the place for holding any special meeting of the Board of Directors called by
them, provided that no meeting shall be called outside the State of Colorado
unless a majority of the Board of Directors has so authorized.

          7.   Notice.

               7.1  Notice of any special meeting shall be given at least two
(2) days (provided that such notice must also be given at least one (1) business
day) prior to the meeting by written notice either personally delivered or
mailed to each director at his business address, or by notice transmitted by
telegraph, telex, electronically transmitted facsimile or other form of wire or
wireless communication. If mailed, such notice shall be deemed to be given and
to be effective on the earlier of (i) three (3) business days after such notice
is deposited in the United States mail, properly addressed, with postage
prepaid, or (ii) the date shown on the return receipt, if mailed by registered
or certified mail return receipt requested. If notice is given by telex,
electronically transmitted facsimile or other similar form of wire or wireless
communication, such notice shall be deemed to be given and to be effective when
sent, and with respect to a telegram, such notice shall be deemed to be given
and to be effective when the telegram is delivered to the telegraph company. If
a director has designated in writing one or more reasonable addresses or
facsimile numbers for delivery of notice to him, notice sent by mail, telegraph,
telex, electronically transmitted facsimile or other form of wire or wireless
communication shall not be deemed to have been given or to be effective unless
sent to such addresses or facsimile numbers, as the case may be.

               7.2  A director may waive notice of a meeting before or after the
time and date of the meeting by a writing signed by such director. Such waiver
shall be delivered to the Corporation for filing with the corporate records.
Further, a director's attendance at or participation in a meeting waives any
required notice to him of the meeting unless at the beginning of the meeting, or
promptly upon his later arrival, the director objects to holding the meeting or
transacting business at the meeting because of lack of notice or defective
notice and does not thereafter vote for or assent to action taken at the
meeting. 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.

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     8.   Quorum.

          8.1  A majority of the number of directors fixed by the Board of
Directors or, if no number is fixed, a majority of the number in office
immediately before the meeting begins, shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors.

          8.2  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, for a period not to exceed sixty (60) days at any one adjournment.

          9.   Manner of Acting.  Except as otherwise provided in these Bylaws,
the act of the majority of the directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors.  The directors present at
a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum.

          10.  Compensation.  By resolution of the Board of Directors, any
director may be paid any one or more of the following: his expenses, if any, of
attendance at meetings, a fixed sum for attendance at each meeting, a stated
salary as director, or such other compensation as the Corporation and the
director may reasonably agree upon.  No such payment shall preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor.

          11.  Presumption of Assent.  A director of the Corporation who is
present at a meeting of the Board of Directors or committee of the Board at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless (i) the director objects at the beginning of the
meeting, or promptly upon his arrival, to the holding of the meeting or the
transaction of business at the meeting and does not thereafter vote for or
assent to any action taken at the meeting, (ii) the director contemporaneously
requests that his dissent or abstention as to any specific action taken be
entered in the minutes of the meeting, or (iii) the director causes written
notice of his dissent or abstention as to any specific action to be received by
the presiding officer of the meeting before its adjournment or by the
Corporation promptly after the adjournment of the meeting.  A director may
dissent to a specific action at a meeting, while assenting to others.  The right
to dissent to a specific action taken at a meeting of the Board of Directors or
a committee of the Board shall not be available to a director who voted in favor
of such action.

          12.  Committees.

               12.1  By resolution adopted by a majority of all the directors in
office when the action is taken, the Board of Directors may designate from among
its members an executive committee and one or more other committees, and appoint
one or more members of the Board of Directors to serve on them. To the extent
provided in the resolution, each committee shall have all the authority of the
Board of Directors, except that no such committee shall have the authority to
(i) authorize distributions, (ii) approve or propose to shareholders actions or
proposals required by the Colorado Business Corporation Act to be approved by
shareholders, (iii) fill vacancies on the Board of Directors or any committee
thereof, (iv) amend the Articles of Incorporation, (v) adopt, amend or repeal
the Bylaws, (vi) approve a plan of merger not requiring shareholder approval,
(vii) authorize or approve the reacquisition of shares unless pursuant to a
formula or method prescribed by the Board of Directors, or (viii) authorize or
approve the issuance or sale of shares, or contract for the sale of shares or
determine the designations and relative rights, preferences and limitations of a
class

                                       10
<PAGE>

or series of shares, except that the Board of Directors may authorize a
committee or officer to do so within limits specifically prescribed by the Board
of Directors. If so authorized, the committee shall then have full power within
the limits set by the Board of Directors to adopt any final resolution setting
forth all preferences, limitations and relative rights of such class or series
and to authorize an amendment of the Articles of Incorporation stating the
preferences, limitations and relative rights of a class or series for filing
with the Secretary of State under the Colorado Business Corporation Act.

          12.2  Sections 5, 6, 7, 8, 9, 13 and 14 of Article III, which govern
meetings, notice, waiver of notice, quorum, voting requirements, action without
a meeting of the Board of Directors and telephonic meetings, shall apply to
committees and their members appointed under this Section 12.

          12.3  Neither the designation of any such committee, the delegation of
authority to such committee, nor any action by such committee pursuant to its
authority shall alone constitute compliance by any member of the Board of
Directors or a member of the committee in question with his responsibility to
conform to the standard of care set forth in Article III, Section 15 of these
Bylaws.

     13.  Information Action by Directors. Any action required or permitted to
be taken at a meeting of the directors or any committee designated by the Board
of Directors may be taken without a meeting if a written consent (or
counterparts thereof) that sets forth the action so taken is signed by all of
the directors entitled to vote with respect to the action taken. Such consent
shall have the same force and effect as a unanimous vote of the directors or
committee members and may be stated as such in any document. Unless the consent
specifies a different effective date, action taken under this Section 13 is
effective at the time the last director signs a writing describing the action
taken, unless, before such time, any director has revoked his consent by a
writing signed by the director and received by the Chief Executive Officer, the
President or the Secretary of the Corporation.

     14.   Telephonic Meetings. The Board of Directors may permit any director
(or any member of a committee designated by the Board) to participate in a
regular or special meeting of the Board of Directors or a committee thereof
through the use of any means of communication by which all directors
participating in the meeting can hear each other during the meeting. A director
participating in a meeting in this manner is deemed to be present in person at
the meeting.

     15.  Standard of Care.

          15.1  A director shall perform his duties as a director, including
without limitation his duties as a member of any committee of the Board of
Directors, in good faith, in a manner he reasonably believes to be in the best
interests of the Corporation, and with the care an ordinarily prudent person in
a like position would exercise under similar circumstances. In performing his
duties, a director shall be entitled to rely on information, opinions, reports
or statements, including financial statements and other financial data, in each
case prepared or presented by the persons herein designated. However, he shall
not be considered to be acting in good faith if he has knowledge concerning the
matter in question that would cause such reliance to be unwarranted. A director
shall not be liable to the Corporation or its shareholders for any action he
takes or omits to take as a director if, in connection with such action or
omission, he performs his duties in compliance with this Section 15.

                                       11
<PAGE>

          15.2  The designated persons on whom a director is entitled to rely
are (i) one or more officers or employees of the Corporation whom the director
reasonably believes to be reliable and competent in the matters presented, (ii)
legal counsel, public accountant, or another person as to matters which the
director reasonably believes to be within such person's professional or expert
competence, or (iii) a committee of the Board of Directors on which the director
does not serve if the director reasonably believes the committee merits
confidence.

                                  ARTICLE  IV
                              OFFICERS AND AGENTS

     1.  General.  The officers of the Corporation shall be a President and a
Secretary, each of whom shall be a natural person eighteen (18) years of age or
older. The Board of Directors or an officer or officers authorized by the Board
may appoint such other officers, assistant officers, committees and agents,
including a Chairman of the Board of Directors, Vice Chairman of the Board of
Directors, Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer, Vice Presidents, Treasurer, Controller, Assistant Secretaries and
Assistant Treasurers, as they may consider necessary. The Board of Directors or
the officer or officers authorized by the Board shall from time to time
determine the procedure for the appointment of officers, their term of office,
their authority and duties and their compensation. One person may hold more than
one office. In all cases where the duties of any officer, agent or employee are
not prescribed by the Bylaws or by the Board of Directors, such officer, agent
or employee shall follow the orders and instructions of the Chief Executive
Officer or the President of the Corporation.

     2.  Appointment and Term of Office. The officers of the Corporation shall
be appointed by the Board of Directors at each annual meeting of the Board held
after each annual meeting of the shareholders. If the appointment of officers is
not made at such meeting or if an officer or officers are to be appointed by
another officer or officers of the Corporation, such appointments shall be made
as soon thereafter as conveniently may be. Each officer shall hold office until
the first of the following occurs: his successor shall have been duly appointed
and qualified, his death, his resignation, or his removal in the manner provided
in Section 3.

     3.  Resignation and Removal.

         3.1  An officer may resign at any time by giving written notice of
resignation to the Corporation.  The resignation is effective when the notice is
received by the Corporation unless the notice specifies a later effective date.

         3.2  Any officer or agent may be removed at any time with or without
cause by the Board of Directors or an officer or officers authorized by the
Board. Such removal does not affect the contract rights, if any, of the
Corporation or of the person so removed.  The appointment of an officer or agent
shall not in itself create contract rights.

         4.  Vacancies.  A vacancy in any office, however occurring, may be
filled by the Board of Directors, or by the officer or officers authorized by
the Board of Directors, for the unexpired portion of the officer's term.  If an
officer resigns and his resignation is made effective at a later date, the Board
of Directors, or officer or officers authorized by the Board of Directors, may
permit the officer to remain in office until the effective date and may fill the
pending vacancy before the effective date if the Board of Directors or officer
or officers authorized by the Board of Directors provide that the successor
shall not take office until the effective date.  In the alternative, the Board

                                       12
<PAGE>

of Directors, or officer or officers authorized by the Board of Directors, may
remove the officer at any time before the effective date and may fill the
resulting vacancy.

          5.  Chairman and Vice Chairman of the Board.  The Chairman of the
Board of Directors, if there be one, or in the absence of the Chairman, the Vice
Chairman of the Board of Directors, if there be one, shall preside at all
meetings of the shareholders and of the Board of Directors, and shall perform
such other duties as may from time to time be assigned to them by the Board of
Directors.  To be eligible to serve, the Chairman of the Board and the Vice
Chairman must be directors of the Corporation.

          6.  Chief Executive Officer.  The Chief Executive Officer shall have
the responsibility for implementation of the policies of the Corporation, as
determined and directed by the Board of Directors and for the administration of
the business affairs of the Corporation.  All powers of the President (described
in Section 9 below) shall be conferred on the Chief Executive Officer if one
shall be appointed.

          7.  Chief Operating Officer.  The Chief Operating Officer shall have
the responsibilities and duties in respect of the operation of the business of
the Corporation as set forth by the Board of Directors or the Chief Executive
Officer.

          8.  Chief Financial Officer.  The Chief Financial Officer shall have
responsibility for the financial affairs of the Corporation, including the
financing of the Corporation's business, accounting for its assets, liabilities
and operations, and the implementation and maintenance of internal accounting
controls, subject to direction and control by the Chief Executive Officer and
the Board of Directors (including any audit committee).

          9.  President.  Subject to the direction and supervision of the Board
of Directors and unless a Chief Executive Officer has been appointed, the
President shall be the Chief Executive Officer of the Corporation, and shall
have general and active control of its affairs and business and general
supervision of its officers, agents and employees.  Unless otherwise directed by
the Board of Directors, the President shall attend in person or by substitute
appointed by him, or shall execute on behalf of the Corporation written
instruments appointing a proxy or proxies to represent the Corporation, at all
meetings of the shareholders of any other corporation in which the Corporation
holds any stock.  On behalf of the Corporation, the President may in person or
by substitute or by proxy execute written waivers of notice and consents with
respect to any such meetings.  At all such meetings and otherwise, the
President, in person or by substitute or proxy, may vote the stock held by the
Corporation, execute written consents and other instruments with respect to such
stock, and exercise any and all rights and powers incident to the ownership of
said stock, subject to the instructions, if any, of the Board of Directors.  The
President shall have custody of the Treasurer's bond, if any.

          10.  Vice Presidents.  When and if appointed, the Vice Presidents
shall assist the President and shall perform such duties as may be assigned to
them by the President or by the Board of Directors.  In the absence of the
President, the Vice President, if any (or, if more than one, the Vice Presidents
in the order designated by the Board of Directors, or if the Board makes no such
designation, then the Vice President designated by the President, or if neither
the Board nor the President makes any such designation, the Senior Vice
President as determined by first election to that office), shall have the powers
and perform the duties of the President.

                                       13
<PAGE>

     11.  Secretary.

          11.1  The Secretary shall (i) prepare and maintain as permanent
records the minutes of the proceedings of the shareholders and the Board of
Directors, a record of all actions taken by the shareholders or Board of
Directors without a meeting, a record of all actions taken by a committee of the
Board of Directors in place of the Board of Directors on behalf of the
Corporation, and a record of all waivers of notice of meetings of shareholders
and of the Board of Directors or any committee thereof, (ii) see that all
notices are duly given in accordance with the provisions of these Bylaws and as
required by law, (iii) serve as custodian of the corporate records and of the
seal of the Corporation and affix the seal to all documents when authorized by
the Board of Directors, (iv) keep at the Corporation's registered office or
principal place of business a record containing the names and addresses of all
shareholders in a form that permits preparation of a list of shareholders
arranged by voting group and by class or series of shares within each voting
group, that is alphabetical within each class or series and that shows the
address of, and the number of shares of each class or series held by, each
shareholder, unless such a record shall be kept at the office of the
Corporation's transfer agent or registrar, (v) maintain at the Corporation's
principal office the originals or copies of the Corporation's Articles of
Incorporation, Bylaws, minutes of all shareholders' meetings and records of all
action taken by shareholders without a meeting for the past three (3) years, all
written communications within the past three (3) years to shareholders as a
group or to the holders of any class or series of shares as a group, a list of
the names and business addresses of the current directors and officers, a copy
of the Corporation's most recent corporate report filed with the Secretary of
State, and financial statements showing in reasonable detail the Corporation's
assets and liabilities and results of operations for the last three (3) years,
(vi) have general charge of the stock transfer books of the Corporation, unless
the Corporation has a transfer agent, (vii) authenticate records of the
Corporation, and (viii) in general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.  Assistant secretaries, if any,
shall have the same duties and powers, subject to supervision by the Secretary.
The directors and/or shareholders may however respectively designate a person
other than the Secretary or Assistant Secretary to keep the minutes of their
respective meetings.

          11.2  Any books, records, or minutes of the Corporation may be in
written form or in any form capable of being converted into written form within
a reasonable time.

     12.  Treasurer.

          12.1  When and if appointed, the Treasurer shall be the principal
financial officer of the Corporation, shall have the care and custody of all
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.  He shall receive and give receipts and acquittances for
money paid in on account of the Corporation, and shall pay out of the
Corporation's funds on hand all bills, payrolls and other just debts of the
Corporation of whatever nature upon maturity.  He shall perform all other duties
incident to the office of the Treasurer and, upon request of the Board of
Directors, shall make such reports to it as may be required at any time.  He
shall, if required by the Board of Directors, give 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.  He shall have such other powers and perform such other duties
as may from time to time be prescribed by the Board of Directors or the

                                       14
<PAGE>

President.  The Assistant Treasurers, if any, shall have the same powers and
duties, subject to the supervision of the Treasurer.

          12.2  The Treasurer shall also be the principal accounting officer of
the Corporation.  He shall prescribe and maintain the methods and systems of
accounting to be followed, keep complete books and records of account as
required by the Colorado Business Corporation Act, prepare and file all local,
state and federal tax returns, prescribe and maintain an adequate system of
internal audit and prepare and furnish to the President and the Board of
Directors statements of account showing the financial position of the
Corporation and the results of its operations.

                                   ARTICLE V
                                     STOCK

     1.   Certificates.  The Board of Directors shall be authorized to issue
any of its classes of shares with or without certificates.  The fact that the
shares are not represented by certificates shall have no effect on the rights
and obligations of shareholders.  If the shares are represented by certificates,
such shares shall be represented by consecutively numbered certificates signed,
either manually or by facsimile, in the name of the Corporation by one or more
persons designated by the Board of Directors.  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, such
certificate may nonetheless 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 and shall contain such information consistent with law as shall
be prescribed by the Board of Directors.  If shares are not represented by
certificates, within a reasonable time following the issue or transfer of such
shares, the Corporation shall send the shareholder a complete written statement
of all of the information required to be provided to holders of uncertificated
shares by the Colorado Business Corporation Act.

     2.   Consideration for Shares.  Certificated or uncertificated shares
shall not be issued until the shares represented thereby are fully paid.  The
Board of Directors may authorize the issuance of shares for consideration
consisting of any tangible or intangible property or benefit to the Corporation,
including cash, promissory notes, services performed or other securities of the
Corporation.  Future services shall not constitute payment or partial payment
for shares of the Corporation.  The promissory note of a subscriber or an
affiliate of a subscriber shall not constitute payment or partial payment for
shares of the Corporation unless the note is negotiable and is secured by
collateral, other than the shares being purchased, having a fair market value at
least equal to the principal amount of the note.  For purposes of this Section
2, "promissory note" means a negotiable instrument on which there is an
obligation to pay independent of collateral and does not include a non-recourse
note.

     3.   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 may prescribe.  The Board of Directors may in
its discretion require an affidavit of lost certificate and/or a bond in such
form and amount and with such surety as it may determine before issuing a new
certificate.

     4.   Transfer of Shares.

          4.1  Upon surrender to the Corporation or to a transfer agent of the
Corporation of a certificate of stock duly endorsed or accompanied by proper
evidence of succession, assignment or

                                       15
<PAGE>

authority to transfer, and receipt of such documentary stamps as may be required
by law and evidence of compliance with all applicable securities laws and other
restrictions, the Corporation shall issue a new certificate to the person
entitled thereto, and cancel the old certificate. Every such transfer of stock
shall be entered on the stock books of the Corporation which shall be kept at
its principal office or by the person and the place designated by the Board of
Directors.

          4.2  Except as otherwise expressly provided herein, and except for the
assertion of dissenters' rights to the extent provided in Article 113 of the
Colorado Business Corporation Act, the Corporation shall be entitled to treat
the registered holder of any shares of the Corporation as the owner thereof for
all purposes, and the Corporation shall not be bound to recognize any equitable
or other claim to, or interest in, such shares or rights deriving from such
shares on the part of any person other than the registered holder, including
without limitation any purchaser, assignee or transferee of such shares or
rights deriving from such shares, unless and until such other person becomes the
registered holder of such shares, whether or not the Corporation shall have
either actual or constructive notice of the claimed interest of such other
person.

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

                                  ARTICLE  VI
                       INDEMNIFICATION OF CERTAIN PERSONS


     1.   Indemnification of Directors and Officers.

          1.1  For purposes of Article VI, a "Proper Person" means any director
or officer of the Corporation who was or is a party or is threatened to be made
a party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, and whether formal or
informal, by reason of the fact that he is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee, fiduciary or
agent of any foreign or domestic profit or nonprofit corporation or of any
partnership, joint venture, trust, profit or nonprofit unincorporated
association, limited liability company, or other enterprise or employee benefit
plan.  The Corporation shall indemnify any Proper Person against reasonably
incurred expenses (including attorneys' fees), judgments, penalties, fines
(including any excise tax assessed with respect to an employee benefit plan) and
amounts paid in settlement reasonably incurred by him in connection with such
action, suit or proceeding if it is determined by the groups set forth in
Section 4 of this Article that he conducted himself in good faith and that he
reasonably believed (i) in the case of conduct in his official capacity with the
Corporation, that his conduct was in the Corporation's best interests, or (ii)
in all other cases (except criminal cases), that his conduct was at least not
opposed to the Corporation's best interests, or (iii) in the case of any
criminal proceeding, that he had no reasonable cause to believe his conduct was
unlawful.  A Proper Person will be deemed to be acting in his official capacity
while acting as a director, officer, employee or agent on behalf of this
Corporation and not while acting on this Corporation's behalf for some other
entity.

          1.2  No indemnification shall be made under this Article VI to a
Proper Person with respect to any claim, issue or matter in connection with a
proceeding by or in the right of a corporation in which the Proper Person was
adjudged liable to the Corporation or in connection with

                                       16
<PAGE>

any proceeding charging that the Proper Person derived an improper personal
benefit, whether or not involving action in an official capacity, in which he
was adjudged liable on the basis that he derived an improper personal benefit.
Further, indemnification under this Section in connection with a proceeding
brought by or in the right of the Corporation shall be limited to reasonable
expenses, including attorneys' fees, incurred in connection with the proceeding.

     2.   Right to Indemnification. The Corporation shall indemnify any Proper
Person who was wholly successful, on the merits or otherwise, in defense of any
action, suit, or proceeding as to which he was entitled to indemnification under
Section l of this Article VI against expenses (including attorneys' fees)
reasonably incurred by him in connection with the proceeding without the
necessity of any action by the Corporation other than the determination in good
faith that the defense has been wholly successful.

     3.   Effect of Termination of Action. The termination of any action, suit
or proceeding by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent shall not of itself create a presumption that
the person seeking indemnification did not meet the standards of conduct
described in Section l of this Article VI. Entry of a judgment by consent as
part of a settlement shall not be deemed an adjudication of liability, as
described in Section 2 of this Article VI.

     4.   Groups Authorized to Make Indemnification Determination. Except where
there is a right to indemnification as set forth in Sections 1 or 2 of this
Article or where indemnification is ordered by a court in Section 5, any
indemnification shall be made by the Corporation only as authorized in the
specific case upon a determination by a proper group that indemnification of the
Proper Person is permissible under the circumstances because he has met the
applicable standards of conduct set forth in Section l of this Article. This
determination shall be made by the Board of Directors by a majority vote of
those present at a meeting at which a quorum is present, which quorum shall
consist of directors not parties to the proceeding ("Quorum"). If a Quorum
cannot be obtained, the determination shall be made 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. If a Quorum of the Board of
Directors cannot be obtained and the committee cannot be established, or even if
a Quorum is obtained or the committee is designated and a majority of the
directors constituting such Quorum or committee so directs, the determination
shall be made by (i) independent legal counsel selected by a vote of the Board
of Directors or the committee in the manner specified in this Section 4 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 (including directors who are parties to the action) or (ii) a vote of
the shareholders.

     5.  Court Ordered Indemnification.  Any Proper Person may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction for mandatory indemnification under Section 2 of this
Article, including indemnification for reasonable expenses incurred to obtain
court-ordered indemnification.  If the court determines that such Proper Person
is fairly and reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not he met the standards of conduct set forth in
Section l of this Article or was adjudged liable in the proceeding, the court
may order such indemnification as the court deems proper except that if the
Proper Person has been adjudged liable, indemnification shall be limited to
reasonable expenses

                                       17
<PAGE>

incurred in connection with the proceeding and reasonable expenses incurred to
obtain court-ordered indemnification.

     6.  Advance of Expenses.  Reasonable expenses (including attorneys'
fees) incurred in defending an action, suit or proceeding as described in
Section 1 may be paid by the Corporation to any Proper Person in advance of the
final disposition of such action, suit or proceeding upon receipt of (i) a
written affirmation of such Proper Person's good faith belief that he has met
the standards of conduct prescribed by Section l of this Article VI, (ii) a
written undertaking, executed personally or on the Proper Person's behalf, to
repay such advances if it is ultimately determined that he did not meet the
prescribed standards of conduct, (iii) a determination is made by the proper
group (as described in Section 4 of this Article VI) that the facts as then
known to the group would not preclude indemnification.  Determination and
authorization of payments shall be made in the same manner specified in Section
4 of this Article VI, and (iv) appropriate security or bond if and as determined
by the proper group (as described in Section 4 of this Article VI).

     7.  Witness Expenses.  The sections of this Article VI do not limit
the Corporation's authority to pay or reimburse expenses incurred by a director
in connection with an appearance as a witness in a proceeding at a time when he
has not been made a named defendant or respondent in the proceeding.

     8.  Indemnification of Employees, Fiduciaries and Agents.  The
Corporation may indemnify and advance expenses to any employee, fiduciary, or
agent (who is not a director or officer of the Corporation) who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, and whether formal or informal, by reason of the fact that he is
or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee, fiduciary or agent of any foreign or domestic profit
or nonprofit corporation or of any partnership, joint venture, trust, profit or
nonprofit unincorporated association, limited liability company, or other
enterprise or employee benefit plan, to the same extent as a Proper Person.

     9.  Report to Shareholders.  Any indemnification of or advance of
expenses to a director in accordance with this Article VI, if arising out of a
proceeding by or on behalf of the Corporation, shall be reported in writing to
the shareholders with or before the notice of the next shareholders' meeting. If
the next shareholder action is taken without a meeting at the instigation of the
Board of Directors, such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such action.

                                  ARTICLE  VII
                             PROVISION OF INSURANCE

     By action of the Board of Directors, notwithstanding any interest of the
directors in the action, the Corporation may purchase and maintain insurance, in
such scope and amounts as the Board of Directors deems appropriate, on behalf of
any person who is or was a director, officer, employee, fiduciary or agent of
the Corporation, or who, while a director, officer, employee, fiduciary or agent
of the Corporation, is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee, fiduciary or agent of any other
foreign or domestic corporation or of any partnership, joint venture, trust,
profit or nonprofit unincorporated association, limited liability company or
other enterprise or employee benefit plan, against any liability asserted
against, or incurred by, him in that capacity or arising out of his status as
such, whether or not the Corporation

                                       18
<PAGE>

would have the power to indemnify him against such liability under the
provisions of Article VI or applicable law. Any such insurance may be procured
from any insurance company designated by the Board of Directors of the
Corporation, whether such insurance company is formed under the laws of Colorado
or any other jurisdiction of the United States or elsewhere, including any
insurance company in which the Corporation has an equity interest or any other
interest, through stock ownership or otherwise.

                                 ARTICLE  VIII
                                 MISCELLANEOUS

     1.  Dividends.  Subject to the restrictions contained in the Colorado
Business Corporation Act and any restrictions contained in the Articles of
Incorporation, the Board of Directors may declare and pay dividends upon the
shares of capital stock of the Corporation.

     2.  Corporate Seal.  The corporate seal of the Corporation shall be
circular in form and shall contain the name of the Corporation and the words,
"Seal, Colorado."

     3.  Deposits.  All funds of the Corporation shall be deposited from time to
time to the credit of the Corporation in such banks, trust companies, or other
depositories as the Board of Directors may approve or designate, and all such
funds shall be withdrawn only upon checks signed by such one or more officers or
employees as the Board of Directors shall from time to time determine.

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

     5.  Amendments to Bylaws.  In furtherance of and not in limitation of the
powers conferred by statute, the Board of Directors of the Corporation is
expressly authorized from time to time to make, alter, amend, supplement or
repeal the Bylaws of the Corporation in any respect, subject to the right of the
shareholders entitled to vote with respect thereto to adopt, alter, amend and
repeal bylaws made by the Board of Directors. The shareholders also shall have
the power to make, amend or repeal the Bylaws of the Corporation at any annual
meeting or at any special meeting called for that purpose.

     6.  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.

     7.  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.

     8.  Definitions.  Except as otherwise specifically provided in these
Bylaws, all terms used in these Bylaws shall have the same definition as in the
Colorado Business Corporation Act.

     9.  Rules of Order.  At any meeting of shareholders or directors of the
Corporation at which a question of procedure arises, the person presiding at the
meeting may rely upon the Robert's Rules of Order, Newly Revised as then in
effect to resolve any such question.

                                       19
<PAGE>

DATED this _____ day of ________________, 2000.

________________________            _______________________
Director                            Director


________________________            _______________________
Director                            Director

                                       20