**Exhibit3.2**

**GAIAM, INC.**

**AMENDED AND RESTATEDBYLAWS*INCLUDING CHANGES THROUGH AUGUST 4, 2006***

**ARTICLE I**

**Offices and Agents**

**1.           Principal Office**.  Theprincipal office of the Corporation shall be located in Broomfield, Colorado,or elsewhere within or without the State of Colorado, as may be subsequentlydesignated by the Board of Directors. The Corporation may have other offices and places of business at suchplaces within or without the State of Colorado as shall be determined by thedirectors or as the business of the Corporation may require from time to time.

**2.           Registered Office**.  Theregistered office of the Corporation required by the Colorado BusinessCorporation Act must be continually maintained in the State of Colorado, and itmay be, but need not be, identical with the principal office, if located in theState of Colorado.  The address of theregistered office of the Corporation may be changed from time to time asprovided by the Colorado Business Corporation Act.

**3.           Registered Agent.**  TheCorporation shall maintain a registered agent in the State of Colorado asrequired by the Colorado Business Corporation Act.  Such registered agent may be changed fromtime to time as provided by the Colorado Business Corporation Act.

**ARTICLE II**

**Shareholders Meetings**

**1.           Annual Meetings.**  Theannual meeting of the shareholders shall be held for the purpose of electingdirectors and transacting such other corporate business as may come before themeeting.  The date, time and place of theannual meeting shall be determined by resolution of the Board ofDirectors.  If the election of directorsis not held as provided herein at any annual meeting of the shareholders, or atany adjournment thereof, the Board of Directors shall cause the election to beheld at a special meeting of the shareholders as soon thereafter as it mayconveniently be held.

**2.           Special Meetings**.  Unlessotherwise prescribed by the Colorado Business Corporation Act, special meetingsof the shareholders of the Corporation may be called at any time by thechairman of the Board of Directors, by the chief executive officer, by thepresident, by resolution of the Board of Directors or upon receipt of one ormore written demands for a meeting, stating the purpose or purposes for whichit is to be held, signed and dated by the holders of at least 

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ten percent (10%) of all votes entitled to be cast onany issue proposed to be considered at the meeting. Notice of a special meetingshall include a description of the purpose or purposes for which the meeting iscalled.

**3.           Place of Meeting**.  Theannual meeting of the shareholders of the Corporation may be held at any place,either within or without the State of Colorado, as may be designated by theBoard of Directors.  Except as limited bythe following sentence, the person or persons calling any special meeting ofthe shareholders may designate any place, within or without the State ofColorado, as the place for the meeting. If no designation is made or if a special meeting shall be called otherthan by the Board of Directors, the chairman of the Board of Directors, thechief executive officer or the president, the place of meeting shall be theprincipal office of the Corporation.

**4.           Notice of Meeting**.  Exceptas otherwise provided in these Bylaws or by the Colorado Business CorporationAct, notice stating the date, time and place of the meeting shall be given nofewer than ten (10) and no more than sixty (60) days before the date of themeeting, except that if the number of authorized shares is to be increased, at leastthirty (30) days’ notice shall be given. Notice shall be given personally or by mail, private carrier, telephone(if reasonable under the circumstances), telegraph, teletype, electronicallytransmitted facsimile or other form of wire or wireless communication by or atthe direction of the chief executive officer, the president, the secretary, orthe officer or other person calling the meeting to each shareholder of recordentitled to vote at such meeting.  If mailedand if in a comprehensible form, such notice shall be deemed to be given andeffective when deposited in the United States mail, addressed to theshareholder at his or her address as it appears in the Corporation’s currentrecord of shareholders, with postage prepaid. If notice is given other than bymail, and provided that the notice is in comprehensible form, the notice isgiven and effective on the date received by the shareholder.  No notice need be sent to any shareholder ifthree successive notices mailed to the last known address of such shareholderhave been returned as undeliverable until such time as another address for suchshareholder is made known to the Corporation by such shareholder.

When a meeting is adjourned to adifferent date, time or place, notice need not be given of the new date, timeor place if the new date, time or place is announced at the meeting beforeadjournment.  At the adjourned meeting,the Corporation may transact any business which might have been transacted atthe original meeting.  If the adjournmentis for more than 120 days, or if a new record date is fixed for the adjournedmeeting, a new notice of the adjourned meeting shall be given to eachshareholder of record entitled to vote at the meeting as of the new recorddate.

**5.**           **Fixing of Record Date**.  The Board of Directors of the Corporation mayprovide that the stock transfer books shall be closed for a stated period, butnot to exceed, in any case, fifty (50) days. If the stock transfer books shall be closed for the purpose ofdetermining shareholders entitled to notice of or to vote at a meeting ofshareholders such books shall be closed for at least ten (10) days immediatelypreceding said meeting.  The Board ofDirectors may fix in advance a date as the record date for the purpose ofdetermining shareholders entitled to notice of or to vote at any meeting ofshareholders or any adjournment thereof, or shareholders entitled to receivepayment of any dividend or in order to make a determination of shareholders forany other 

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proper purpose, such date in any case to be not morethan seventy (70) days before the meeting or action requiring a determinationof shareholders.  If no record date isfixed for the determination of shareholders entitled to notice of or to vote ata meeting of shareholders or shareholders entitled to receive payment of adividend, the date on which notice of the meeting is mailed or the date onwhich the resolution of the Board of Directors declaring such dividend isadopted, as the case may be, shall be the record date for such determination ofshareholders.  When a determination ofshareholders entitled to vote at any meeting of shareholders has been made asprovided in this Section such determination shall apply to any adjournmentthereof.

Notwithstanding the foregoing,the record date for determining the shareholders entitled to take actionwithout a meeting or entitled to be given notice of action so taken shall bethe date a writing upon which the action is taken is first received by theCorporation.  The record date fordetermining shareholders entitled to demand a special meeting shall be the dateof the earliest of the demands pursuant to which the meeting is called.

**6.           Shareholders List.**  Theofficer or agent having charge of the stock transfer books for share of theCorporation shall make, at least ten (10) days before each meeting ofshareholders, or two business days after notice of the meeting is given andcontinuing through the meeting and any adjournment thereof, a complete list ofthe shareholders entitled to vote at such meeting (or any adjournment thereof)arranged in alphabetical order by voting groups and within each voting group byclass or series, with the address of and the number of shares held by each,which list shall be kept on file at the principal office of the Corporation orat a place identified in the notice of the meeting in the city where themeeting will be held.  A shareholder, hisagent or attorney shall be entitled upon written demand to inspect and copy thelist during regular business hours, during the period it is available forinspection, provided, (i) the shareholder has been a shareholder for at leastthree (3) months immediately preceding the demand or holds at least fivepercent (5%) of all outstanding shares of any class of shares as the date ofthe demand, (ii) the demand is made in good faith and for a purpose reasonablyrelated to the demanding shareholder’s interest as a shareholder, (iii) theshareholder describes with reasonable particularity the purpose and records theshareholder desires to inspect, (iv) the records are directly connected withthe described purpose and (v) the shareholder pays a reasonable charge coveringthe costs of labor and material for such copies, not to exceed the cost ofproduction and reproduction.  Such listshall also be produced and kept open at the time and place of the meeting andshall be subject to the inspection of any shareholder for any purpose germaneto the meeting during the whole time of the meeting.  The original stock transfer books shall beprima facie evidence as to who are the shareholders entitled to examine suchlist or transfer books or to vote at any meeting of shareholders.

**7.           Notice of Business.  **At any meeting of the shareholders of the Corporation, only such properbusiness shall be conducted as shall have been brought before the meeting (i)by or at the direction of the Board of Directors or (ii) by any shareholder ofthe Corporation who is a shareholder of record at the time of giving of thenotice provided for in this Section 7, who shall be entitled to vote at suchmeeting and who complies with the notice procedures set forth in this Section7.  For business to be brought before ameeting of shareholders by a shareholder, the shareholder shall have giventimely notice thereof in writing to the Secretary of the Corporation. To betimely, a shareholder’s notice shall be delivered to or mailed and received atthe principal 

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executive office of the Corporation (i) in the case ofthe annual meeting of the Corporation’s shareholders commencing in 2001 andthereafter (other than an annual meeting in which the date of the meeting hasbeen changed by more than 30 days from the prior year), not less than 45 normore than 70 days before the date on which the Corporation first mailed itsproxy materials for the prior year’s annual meeting of shareholders, or (ii) inthe case of any other meeting of the Corporation’s shareholders, not less than50 nor more than 75 days prior to the meeting; provided, however, that in theevent that less than 60 days’ notice or prior public disclosure of the date ofsuch other meeting is given or made to shareholders, notice by the shareholderto be timely must be so received not later than the close of business on thetenth day following the day on which such notice of the date of such othermeeting was mailed or such public disclosure was made, whichever firstoccurs.  Such shareholder’s notice to theSecretary of the Corporation shall set forth as to each matter the shareholderproposes to bring before the meeting (i) a brief description of the businessdesired to be brought before the meeting, the reasons for conducting suchbusiness at the meeting and, in the event that such business includes aproposal to amend any document, including these Bylaws, the language of theproposed amendment, (ii) the name and address, as they appear on theCorporation’s books, of the shareholder proposing such business, (iii) theclass and number of shares of capital stock of the Corporation which arebeneficially owned by such shareholder and (iv) any material interest of suchshareholder in such business. Notwithstanding anything in these Bylaws to the contrary, no businessshall be conducted at a meeting of the shareholders except in accordance withthe procedures set forth in this Section 7. The chairman of the meeting of shareholders shall, if the facts warrant,determine and declare to the meeting that business was not properly broughtbefore the meting and in accordance with the provisions of these Bylaws, and ifhe or she should so determine, the chairman shall so declare to the meeting andany such business not properly brought before the meeting shall not betransacted.  Notwithstanding theforegoing provisions of this Section 7, a shareholder shall also comply withall applicable requirements of the Securities and Exchange Act of 1934, asamended, and the rules and regulations promulgated thereunder with respect tomatters set forth in this Section 7.

**8.           Proxies.**  At allmeetings of shareholders, a shareholder may vote in person or by proxy bysigning an appointment form either personally or by his duly authorizedattorney-in-fact.  Ashareholder may also appoint a proxy by transmitting or authorizing thetransmission of a telegram, teletype, or other electronic transmission providinga written statement of the appointment to the proxy, to a proxy solicitor,proxy support service organization or other person duly authorized by the proxyto receive appointments as agent for the proxy, or to the Corporation.  The transmitted appointment shall set forthor be transmitted with written evidence from which it can be determined thatthe shareholder transmitted or authorized the transmission of the appointment.The proxy appointment form shall be filed with the Secretary of the Corporationby or at the time of the meeting.  Theappointment of a proxy is effective when received by the Corporation and isvalid for eleven (11) months unless a different period is expressly provided inthe appointment form.

Any complete copy, including anelectronically transmitted facsimile, of an appointment of a proxy may besubstituted for or used in lieu of the original appointment for any purpose forwhich the original appointment could be used.

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Revocation of a proxy does notaffect the right of the Corporation to accept the proxy’s appointment unless(i) the Corporation had notice that the appointment was coupled with aninterest and notice that the interest is extinguished is received by theSecretary or other officer or agent authorized to tabulate votes before theproxy exercises his authority under the appointment or (ii) other notice of therevocation of the appointment is received by the Secretary or other officer oragent authorized to tabulate votes before the proxy exercises his authorityunder the appointment.  Other notice ofrevocation may, in the discretion of the Corporation, be deemed to include theappearance at a shareholders meeting of the shareholder who granted the proxyappointment and his voting in person on any matter subject to a vote at suchmeeting.

The death or incapacity of theshareholder appointing a proxy does not affect the right of the Corporation toaccept the proxy’s authority unless notice of the death or incapacity isreceived by the Secretary or other officer or agent authorized to tabulatevotes before the proxy exercises his authority under the appointment.

The Corporation shall not berequired to recognize an appointment made irrevocable if it has received awriting revoking the appointment signed by the shareholder either personally orby the shareholder’s attorney-in-fact, notwithstanding that the revocation maybe a breach of an obligation of the shareholder to another person not to revokethe appointment.

A transferee for value of sharessubject to an irrevocable appointment may revoke the appointment if thetransferee did not know of its existence when he acquired the shares and theexistence of the irrevocable appointment was not noted on the certificaterepresenting the shares.

Subject to the provisions ofthis Article II, Section 10 below or any express limitation on the proxy’sauthority appearing on the appointment form, the Corporation is entitled toaccept the proxy’s vote or other action as that of the shareholder making theappointment.

**9.           Voting Rights.**  Except asotherwise provided in the Articles of Incorporation, each outstanding share,regardless of class, shall be entitled to one vote and each fractional share isentitled to a corresponding fractional vote on each matter submitted to a voteat a meeting of shareholders.

At each election for directorsevery shareholder of record entitled to vote at such election shall have theright to vote in person or by proxy the number of votes to which suchshareholder is entitled for as many persons as there are directors to beelected and for whose election he has a right to vote.  Cumulative voting shall not be permitted forany purpose.

Shares held by anothercorporation, if the majority of shares entitled to vote for the election ofdirectors of such other corporation are held by the Corporation, shall be votedat any meeting or counted in determining the total number of outstanding sharesentitled to vote at any given time. Except as provided in the preceding sentence, shares standing in thename of another corporation, domestic or foreign, may be voted by such officer,agent or proxy as the Bylaws of such corporation may prescribe or, in theabsence of such provision, as the Board of Directors of such corporation maydetermine, or in the absence of such determination, by the chief executiveofficer of such corporation.

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If shares having voting powerstand of record in the names of two or more persons, whether fiduciaries,members of a partnership, joint tenants, tenants in common, tenants by theentirety or otherwise, or if two or more persons have the same fiduciaryrelationship respecting the same shares, voting with respect to the sharesshall have the following effect: (i) if only one person votes, his act bindsall; (ii) if two or more persons vote, but the vote is evenly split on anyparticular matter, each faction may vote the shares in questionproportionately, or any person voting the shares of a beneficiary, if any, mayapply to any court of competent jurisdiction in the State of Colorado toappoint an additional person to act with the persons voting the shares.  The shares shall then be voted as determinedby a majority of such persons and the person appointed by the court.  If a tenancy is held in unequal interests, amajority or even split for the purpose of this subsection shall be a majorityor even split in interest, except that the effects of voting stated above shallnot be applicable if the secretary of the Corporation is given written noticeof alternative voting provisions and is furnished with a copy of the instrumentor order wherein the alternate voting provisions are stated.

Shares held by an administrator,executor, guardian or conservator may be voted by him, either in person or byproxy, without a transfer of such shares into his name.  Shares standing in the name of a trustee maybe voted by him, either in person or by proxy, but no trustee shall be entitledto vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of areceiver may be voted by such receiver, and shares held by or under the controlof a receiver may be voted by such receiver without the transfer thereof intohis name if authority so to do be contained in an appropriate order of thecourt by which such receiver was appointed.

**10.         Corporation’s Acceptance of Votes.**  If thename signed on a vote, consent, waiver, proxy appointment, or proxy appointmentrevocation corresponds to the name of a shareholder, the Corporation, if actingin good faith, is entitled to accept the vote, consent, waiver, proxyappointment, or proxy appointment revocation and to give it effect as the actof the shareholder.  If the name signedon a vote, consent, waiver, proxy appointment, or proxy appointment revocationdoes not correspond to the name of a shareholder, the Corporation, if acting ingood faith, is nevertheless entitled to accept the vote, consent, waiver, proxyappointment, or proxy appointment revocation and to give it effect as the actof the shareholder if:

(a)          The shareholder is an entity and the name signed purportsto be that of an officer or agent of the entity;

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

(c)          The name signed purports to be that of a receiver ortrustee in bankruptcy of the shareholder and, if the Corporation requests,evidence of this status acceptable to the 

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Corporation has been presented with respect to thevote, consent, waiver, proxy appointment or proxy appointment revocation;

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

(e)          Two or more persons are the shareholder as co-tenants orfiduciaries and the name signed purports to be the name of at least one of theco-tenants or fiduciaries and the person signing appears to be acting on behalfof all the co-tenants or fiduciaries; or

(f)  The acceptance of the vote, consent, waiver,proxy appointment or proxy appointment revocation is otherwise proper underrules established by the Corporation that are not inconsistent with theprovisions of this Section 10.

The Corporation is entitled toreject a vote, consent, waiver, proxy appointment, or proxy appointmentrevocation if the secretary or other officer or agent authorized to tabulatevotes, acting in good faith, has reasonable basis for doubt about the validityof the signature on it or about the signatory’s authority to sign for theshareholder.

The Corporation and its officeror agent who accepts or rejects a vote, consent, waiver, proxy appointment orproxy appointment revocation in good faith and in accordance with the standardsof this Section 10 are not liable in damages for the consequences of theacceptance or rejection.

**11.         Quorum and Voting Requirements forVoting Groups.**  The provisions of Section 7-107-206 of theColorado Business Corporation Act shall govern quorums and other votingrequirements for shareholders.

**12.         Adjournments.**  If lessthan a quorum of shares entitled to vote is represented at any meeting of theshareholders, a majority of the shares so represented may adjourn the meetingfrom time to time without further notice, for a period not to exceed onehundred twenty (120) days at any one adjournment.  At such adjourned meeting at which a quorumshall be present or represented, any business may be transacted which might havebeen transacted at the meeting as originally notified.  Any meeting of the shareholders may adjournfrom time to time until its business is completed.

**13.         Action by Shareholders WithoutMeeting. **Any action required or permitted by Articles 101to 117 of the Colorado Business Corporation Act to be taken at a shareholders’meeting may be taken without a meeting if shareholders holding shares havingnot less than the minimum number of votes that would be necessary to authorizeor take such action at a meeting at which all of the shares entitled to votethereon were present and voted consent to such action in writing.  Notice of any such action taken by writtenconsent shall be given to all shareholders who were entitled to vote thereonbut who have not consented thereto.

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**14.         Meetings by Telecommunication.**  Any orall 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 ofcommunication by which all persons participating in the meeting may hear eachother during the meeting.  A shareholderparticipating in a meeting by this means is deemed to be present in person atthe meeting.

**ARTICLE III**

**Board of Directors**

**1.           Number, Qualifications and Term of Office.**  Except asotherwise provided in the Articles of Incorporation or the Colorado BusinessCorporation Act, the business and affairs of the Corporation shall be managedby a Board of Directors, consisting of a number of directors set by the Boardof Directors.  Each director shall be anatural person of the age of eighteen years or older, but does not need to be aresident of the State of Colorado or a shareholder of the Corporation.  The Board of Directors, by resolution, mayincrease or decrease the number of directors from time to time.  Except as otherwise provided in these Bylaws,each director shall be elected at each annual meeting of shareholders and shallhold such office until the next annual meeting of shareholders and until hissuccessor shall be elected and shall qualify. No decrease in the number of directors shall have the effect ofshortening the term of any incumbent director.

**2.           Performance of Duties.**  Pursuantto the provisions of the Colorado Business Corporation Act, a director shallperform his duties as a director, including his duties as a member of anycommittee of the Board of Directors upon which he may serve, in good faith, ina manner he reasonably believes to be in the best interests of the Corporation,and with such care as an ordinarily prudent person in a like position would useunder similar circumstances.

**3.           Vacancies.**  Anydirector may resign at any time by giving written notice to the chairman of theBoard of Directors and to the chief executive officer, president or secretaryof the Corporation.  A resignation of adirector is effective when the notice is received by the Corporation unless thenotice specifies a later effective date. Unless otherwise specified in the notice, the acceptance of suchresignation by the Corporation shall not be necessary to make iteffective.  Any vacancy on the Board ofDirectors may be filled by the affirmative vote of a majority of the remainingBoard of Directors even if less than a quorum is remaining in office.  A director elected to fill a vacancy shall beelected for the unexpired term of his predecessor in office.  Any directorship to be filled by reason of anincrease in the number of directors shall be filled by the affirmative vote ofa majority of the directors then in office or by an election at an annualmeeting or special meeting of shareholders called for that purpose.  A director elected to fill a positionresulting from an increase in the number of directors shall hold office untilthe next annual meeting of shareholders and until his or her successor has beenelected and qualified.

**4.           Removal. **The entire Board of Directors or any individual director may be removedfrom office without assignment of cause by the holders of a majority of thevotes eligible to be cast in an election of directors.

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**5.           Removal of Directors by JudicialProceeding.**  A director may be removed by the districtcourt of the county where the principal office is located or, if theCorporation has no principal office in the State of Colorado, by the districtcourt of the county in which its registered office is located, upon a findingby the district court that the director engaged in fraudulent or dishonestconduct or gross abuse of authority or discretion with respect to theCorporation and that removal is in the best interests of the Corporation.  The judicial proceeding may be commencedeither by the Corporation or by shareholders holding at least ten percent (10%)of the outstanding shares of any class.

**6.           Election of Directors.   **Except as provided in this Section 6 of this Article and subject to theright to elect additional directors under specified circumstances which may begranted, pursuant to the provisions of Article Four of the Articles ofIncorporation of the Corporation, to the holders of any class or series ofpreferred stock, directors shall be elected by a plurality of the votes cast atannual meetings of shareholders, and each director so elected shall hold officeuntil his successor is duly elected and qualified, or until his earlierresignation or removal. Directors need not be shareholders.  Only persons who are nominated in accordancewith the following procedures shall be eligible for election by theshareholders as directors of the Corporation. Nominations of persons for election as directors of the Corporation maybe made at a meeting of shareholders (a) by or at the direction of the Board ofDirectors, (b) by any nominating committee or persons appointed by the Board ofDirectors or (c) by any shareholders of the Corporation entitled to vote for theelection of directors at the meeting who complies with the notice proceduresset forth in this Section 6.  Suchnominations, other than those made by or at the direction of the Board ofDirectors or any nominating committee or persons appointed by the Board ofDirectors, shall be made pursuant to timely notice in writing to the Secretaryof the Corporation. To be timely, a shareholder’s notice shall be delivered toor mailed and received at the principal executive office of the Corporation (i)in the case of the annual meeting of the Corporation’s shareholders commencingin 2001 and thereafter (other than an annual meeting in which the date of themeeting has been changed by more than 30 days from the prior year), not lessthan 45 nor more than 70 days before the date on which the Corporation firstmailed its proxy materials for the prior year’s annual meeting of shareholders,or (ii) in the case of any other meeting of the Corporation’s shareholders, notless than 50 nor more than 75 days prior to the meeting; provided, however,that in the event that less than 60 days’ notice or prior public disclosure ofthe date of such other meeting is given or made to shareholders, notice by theshareholder to be timely must be so received not later than the close of businesson the tenth day following the day on which such notice of the date of suchother meeting was mailed or such public disclosure was made, whichever firstoccurs.  Such shareholder’s notice to theSecretary of the Corporation shall set forth (a) as to each person whom theshareholder proposes to nominate for election or reelection as a director, (i)the name, age, business address and residence address of the person, (ii) theprincipal occupation or employment of the person, (iii) the class and number ofshares of capital stock of the corporation which are beneficially owned by theperson and (iv) any other information relating to the person that is requiredto be disclosed in solicitations for proxies for election of directors pursuantto Rule 14a under the Securities Exchange Act of 1934, as now or hereafteramended; and (b) as to the shareholder giving the notice (i) the name andrecord address of such shareholder and (ii) the class and number of shares ofcapital stock of the Corporation which are beneficially owned by suchshareholder.  The Corporation may requireany proposed nominee to furnish such other information as may reasonably berequired by the Corporation to determine the eligibility of such proposed 

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nominee to serve as a director of theCorporation.  No person shall be eligiblefor election by the shareholders as a director of the Corporation unlessnominated in accordance with the procedures set forth herein.  The chairman of the meeting of theshareholders shall, if the facts warrant, determine and declare to the meetingthat nomination was not made in accordance with the foregoing procedure, and ifhe or she should so determine, the chairman shall so declare to the meeting andthe defective nomination shall be disregarded.

**7.           Compensation.**  Byresolution of the Board of Directors, any director may be paid any one or moreof the following: his expenses, if any, of attendance at meetings; a fixed sumfor attendance at each meeting; a stated salary as director; or such othercompensation as the Corporation and the director may reasonably agreeupon.  No such payment shall preclude anydirector from serving the Corporation in any other capacity and receivingcompensation therefor.

**ARTICLE IV**

**Meetings of the Board**

**1.           Place of Meetings.**  The regularor special meetings of the Board of Directors or of any committee designated bythe Board of Directors shall be held at the principal office of the Corporationor at any other place within or without the State of Colorado that a majorityof the Board of Directors or of any such committee, as the case may be, maydesignate from time to time by resolution.

**2.           Regular Meetings.**  Unlessotherwise agreed to by the Board of Directors, the Board of Directors shallmeet each year immediately before or after and at the same place as the annualmeeting of the shareholders for the purpose of electing officers andtransacting such other business as may come before the meeting.  The Board of Directors or any committee designatedby the Board of Directors may provide, by resolution, for the holding ofadditional regular meetings without other notice than such resolution.

**3.           Special Meetings**.  Specialmeetings of the Board of Directors or of any committee designated by the Boardof Directors may be called at any time by the chairman of the Board, if any, bythe chief executive officer, or by three or more members of the Board ofDirectors or of any such committee, as the case may be, provided that if anysuch committee consists of less than four members, then a special meeting ofsuch committee may be called by a majority of the members thereof.

**4.           Notice of Meetings.**  Notice ofthe regular meetings of the Board of Directors or of any committee designatedby the Board of Directors need not be given. Except as otherwise provided by these Bylaws or the laws of the State ofColorado, written notice of each special meeting of the Board of Directors orof any such committee setting forth the time and the place of the meeting shallbe given to each director not less than one (1) day prior to the date and timefixed for the meeting.  Notice of anyspecial meeting may be either personally delivered or mailed to each directorat his business address, by telephone (if reasonable under the circumstances)or by notice transmitted by telegraph, electronically transmitted facsimile orother form of wire or wireless communication. If mailed, such notice shall be deemed to be given and to be effectiveon

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the earlier of (i) three (3)days after such notice is deposited in the United States mail properlyaddressed, with postage prepaid, or (ii) the date shown on the return receiptif mailed by registered or certified mail return receipt requested.  If notice be given by telephone (ifreasonable under the circumstances), electronically transmitted facsimile orother similar form of wire or wireless communication, such notice shall bedeemed 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 telegramis delivered to the telegraph company. If a director has designated in writing one or more reasonable addressesor facsimile numbers for delivery of notice to him, notice sent by mail,telegraph, electronically transmitted facsimile or other form of wire orwireless communication shall not be deemed to have been given or to beeffective unless sent to such addresses or facsimile numbers, as the case maybe.  Neither the business to betransacted at, nor the purpose of, any regular or special meeting of the Boardof Directors need be specified in the notice or waiver of notice of suchmeeting.

**5.           Waiver of Notice.**  Adirector may waive notice of a meeting of the Board of Directors or of anycommittee designated by the Board of Directors either before, at, or after themeeting.  Such waiver shall be in writingand signed by the director and delivered to the Corporation for filing with thecorporate records, but such delivery and filing shall not be a condition to theeffectiveness of the waiver.  Attendanceor participation of a director at a meeting waives any required notice of thatmeeting unless at the beginning of the meeting or promptly upon the director’sarrival, the director objects to holding the meeting or transacting business atthe meeting because of lack of notice or defective notice and does notthereafter vote for or assent to action taken at the meeting, or if specialnotice was required of a particular purpose pursuant to this Section 5, thedirector objects to transacting business with respect to the purpose for whichsuch special notice was required and does not thereafter vote for or assent toaction taken at the meeting with respect to such purpose.

**6.           Quorum.**  Atmeetings of the Board of Directors or of any committee designated by the Boardof Directors a majority of the number of directors fixed by these Bylaws, or amajority of the members of any such committee, as the case may be, shall benecessary to constitute a quorum for the transaction of business.  If the number of directors is not fixed, thena majority of the number in office immediately before the meeting begins, shallconstitute a quorum.  If a quorum ispresent, the act of the majority of directors present shall be the act of theBoard of Directors or of any such committee, as the case may be, unless the actof a greater number is required by these Bylaws, the Articles of Incorporationor the Colorado Business Corporation Act.

**7.           Presumption of Assent.**  Adirector who is present at a meeting of the Board of Directors or a committeethereof when action is taken is deemed to have assented to the action takenunless:

(a)          the director objects at the beginning of such meeting orpromptly upon his arrival, to the holding of the meeting or the transacting ofbusiness at the meeting and does not thereafter vote for or assent to anyaction taken at the meeting;

(b)         the director contemporaneously requests that his dissent orabstention as to any specific action taken be entered in the minutes of suchmeeting; or

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(c)          the director causes written notice of his dissent orabstention as to any specific action to be received by the chairman of theBoard, if any, or the presiding officer of such meeting before adjournment ofthe meeting or by the Corporation promptly after adjournment of the meeting.

The right of dissent orabstention pursuant to this Section 7 as to a specific action is not availableto a director who votes in favor of the action taken.

**8.           Committees**.  TheBoard of Directors may, by a majority of the full Board of Directors, designateone (1) or more of its members to constitute an executive committee and one ormore other committees, each of which shall have and may exercise all of theauthority of the Board of Directors or such lesser authority as may be setforth in said resolution; except that no such committee shall have theauthority of the Board of Directors to: (i) declare dividends or distributions; (ii) approve or recommend toshareholders actions or proposals required to be approved by shareholders;(iii) fill vacancies on the Board of Directors or any committee thereof; (iv)amend these Bylaws or the Articles of Incorporation; (v) approve a plan ofmerger not requiring shareholder approval; (vi) authorize or approve thereacquisition of shares unless pursuant to a general formula method specifiedby the Board of Directors; or (vii) authorize or approve the issuance or saleof, or any contract to issue or sell shares or designate the terms of a seriesof a class of shares and except that the Board of Directors, having actedregarding general authorization for the issuance or sale of shares or anycontract therefor, may pursuant to a general formula or method specified by theBoard of Directors by resolution or by adoption of a stock option or otherplan, authorize a committee to fix the terms of any contract for the sale ofthe shares and to fix the terms upon which such shares may be issued or sold,including, without limitation, the price, the dividend rate, provisions forredemption, sinking fund, conversion, or voting or preferential rights, andprovisions for other features of a class of shares or a series of a class ofshares, with full power in such committee to adopt any final resolution settingforth all terms thereof and to authorize the statement of the terms of a seriesfor filing with the Secretary of State of the State of Colorado under theColorado Business Corporation Act.  Ifany such delegation of the authority of the Board of Directors is made asprovided herein, all references to the Board of Directors contained in theseBylaws, the Articles of Incorporation, the Colorado Business Corporation Act orany other applicable law or regulation relating to the authority so delegated shallbe deemed to refer to such committee.

Neither the designation of anysuch committee, the delegation of authority to such committee, nor any actionby such committee pursuant to its authority shall alone constitute complianceby any member of the Board of Directors, not a member of the committee inquestion, with his responsibility to act in good faith, in a manner hereasonably believes to be in the best interests of the Corporation, and withsuch care as an ordinarily prudent person in a like position would use undersimilar circumstances.

**9.           Action by Directors without aMeeting.**  Any action required or permitted be taken ata Board of Directors’ meeting or a meeting of any committee thereof may betaken without a meeting if all members thereof consent to such action inwriting.  Action is taken under thisSection 9 at the time the last director signs a writing describing theaction taken, unless, before such time, a director has revoked his consent by awriting signed by the director and received by the 

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chief executive officer and secretary. Action takenpursuant to this Section 9 has the same effect as action taken at ameeting of the directors or committee members and may be described as such inany document.

**10.         Meetings.**  One ormore members of the Board of Directors or any committee designated by the Boardof Directors may participate in a regular or special meeting by or conduct themeeting through the use of any means of communication by which all directorsparticipating may hear each other during the meeting.  A director participating in a meeting by thismeans is deemed to be present in person at the meeting.

**ARTICLE V**

**Standards of Conduct**

In discharging his duties, adirector or officer is entitled to rely on information, opinions, reports, orstatements, including financial statements and other financial data, ifprepared or presented by (i) one or more officers or employees of theCorporation whom the director or officer reasonably believes to be reliable andcompetent in the matters presented, (ii) legal counsel, a public accountant, orother person as to matters which the director or officer reasonably believes tobe within such persons’ professional or expert competence, or (iii) in the caseof a director, a committee of the Board of Directors of which the director isnot a member if the director reasonably believes the committee meritsconfidence.

A director or officer is notliable as such to the Corporation or its shareholders for any action he takesor omits to take as a director or officer, as the case may be, if, inconnection with such action or omission, he performed the duties of theposition in compliance with this Article V.

**ARTICLE VI**

**Officers and Agents**

**1.           General**.  The officers of theCorporation shall consist of a chairman of the Board, a chief executiveofficer, a president and a secretary and, in the discretion of the Board, atreasurer; in addition, one or more vice presidents, and such other officers,assistant officers, agents and employees that the Board of Directors may fromtime to time deem necessary may be elected by the Board of Directors or beappointed in a manner prescribed by the Board. Two or more offices may be held by the same person.  Officers shall hold office until theirsuccessors are chosen and have qualified, unless they are sooner removed fromoffice as provided in these Bylaws.  Allofficers of the Corporation shall be natural persons of the age of eighteenyears or older.  Officers of theCorporation need not be residents of the State of Colorado or directors orshareholders of the Corporation.

**2.           General Duties.**  Allofficers and agents of the Corporation, as between themselves and theCorporation, shall have such authority and shall perform such duties in themanagement of the Corporation as may be provided in these Bylaws or as may bedetermined by 

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resolution of the Board of Directors not inconsistentwith these Bylaws.  In all cases wherethe duties of any officer, agent or employee are not prescribed by the Bylawsor by the Board of Directors, such officer, agent or employee shall follow theorders and instructions of the chief executive officer.

**3.           Vacancies.**  When avacancy occurs in one of the executive offices by reason of death, resignationor otherwise, it shall however be filled by a resolution of the Board ofDirectors. The officer so selected shall hold office until his successor ischosen and qualified.

**4.           Salaries.**  Thesalaries of the officers, agents and employees of the Corporation may be fixedby the Board of Directors, or by any committee designated by the Board or, inthe absence of contrary resolution or action by the Board, by the chiefexecutive officer.

**5.           Resignation.**  Anofficer may resign at any time by giving written notice of resignation to theCorporation.  A resignation of an officeris effective when the notice is received by the Corporation unless the noticespecifies a later effective date.  If aresignation is made effective at a later date, the Board of Directors maypermit the officer to remain in office until the effective date and may fillthe pending vacancy before the effective date if the Board of Directorsprovides that the successor does not take office until the effective date, orthe Board of Directors may remove the officer at any time before the effective dateand may fill the resulting vacancy.

**6.           Removal.**  Anyofficer, agent or employee of this Corporation may be removed with or withoutcause by the Board of Directors or the chief executive officer whenever in itsjudgment it is in the best interests of the Corporation, without prejudice tothe contract rights, if any, of the person so removed.  Election or appointment of an officer, agentor employee shall not, of itself, create contract rights.

**7.           Chairman of the Board.**  TheChairman shall preside as chairman at meetings of the shareholders and theBoard of Directors. The Chairman shall, subject to the direction andsupervision of the Board of Directors, be the most senior officer of theCorporation and shall have primary, general and active control of its affairsand business and general supervision of its officers, agents and employees. TheChairman shall have authority to expend Corporation funds, to incur debt onbehalf of the Corporation, and to acquire and dispose of property, real andpersonal, tangible and intangible. The Chairman shall attend in person or bysubstitute appointed by him, or shall execute on behalf of the Corporationwritten instruments appointing a proxy or proxies to represent the Corporationat all meetings of the shareholders of any other corporation in which theCorporation shall hold any stock. He may, on behalf of the Corporation, inperson or by substitute or by proxy, execute written waivers of notice andconsents with respect to any such meetings. At all such meetings and otherwise,the Chairman, in person or by substitute or by proxy as aforesaid, may vote thestock so held by the Corporation and may execute written consents and otherinstruments with respect to such stock and may exercise any and all rights andpowers incident to the ownership of said stock. The Chairman shall have custodyof the treasurer’s bond, if any.

**8.           Chief Executive Officer.**  The chiefexecutive officer shall, subject to the direction and supervision of theChairman, be the next most senior officer of the Corporation after 

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the Chairman and shall assist the Chairman, and shallperform such duties as may be assigned to him from time to time by theChairman. In the case of the chief executive officer’s absence or inability toact the President may exercise such powers and perform such duties.

**9.           President.**  Thepresident shall assist the chief executive officer, as directed by the Board ofDirectors or the chief executive officer, and shall perform such duties as maybe assigned to him from time to time by the Board of Directors or the chiefexecutive officer.  If the office ofchief executive officer is vacant, the president shall have the powers andperform the duties of chief executive officer until such vacancy is filled bythe Board of Directors.

**10.         Vice Presidents**.  Eachvice president shall have such powers and perform such duties as the Board ofDirectors may from time to time prescribe or as the chief executive officer mayfrom time to time delegate to him.  Atthe request of the chief executive officer, in the case of the president’sabsence or inability to act, any vice president may temporarily act in thepresident’s place.  In the case of thedeath of the president, or in the case of his absence or inability to actwithout having designated a vice president or vice presidents to acttemporarily in his place, the Board of Directors, by resolution, may designatea vice president or vice presidents, to perform the duties of the president.

**11.         Secretary**.  Thesecretary shall keep or cause to be kept in books, provided for that purpose,the minutes of the meetings of the shareholders, executive committee, if any,and any other committees, and of the Board of Directors; shall see that allnotices are duly given in accordance with the provisions of these Bylaws and asrequired by law; shall be custodian of the records and of the seal of theCorporation and see that the seal is affixed to all documents, the execution ofwhich on behalf of the Corporation under its seal is duly authorized and inaccordance with the provisions of these Bylaws; and, in general, shall performall duties incident to the office of secretary and such other duties as may,from time to time, be assigned to him by the Board of Directors or by thepresident.  In the absence of the secretaryor his inability to act, the assistant secretaries, if any, shall act with thesame powers and shall be subject to the same restrictions as are applicable tothe secretary.

**12.         Treasurer.**  Thetreasurer shall have custody of corporate funds and securities.  He shall keep full and accurate accounts ofreceipts and disbursements and shall deposit all corporate monies and othervaluable effects in the name and to the credit of the Corporation in thedepository or depositories of the Corporation, and shall render an account ofhis transactions as treasurer and of the financial condition of the Corporationto the chief executive officer, president and/or the Board of Directors uponrequest.  Such power given to thetreasurer to deposit and disburse funds shall not, however, preclude any otherofficer or employee of the Corporation from also depositing and disbursingfunds when authorized to do so by the Board of Directors.  The treasurer shall, if required by the Boardof Directors, give the Corporation a bond in such amount and with such suretyor sureties as may be ordered by the Board of Directors for the faithfulperformance of the duties of his office. The treasurer shall have such other powers and perform such other dutiesas may be from time to time prescribed by the Board of Directors or the chiefexecutive officer or such other person appointed from time to time by the chiefexecutive officer.  In the absence of thetreasurer or his inability to act, the assistant treasurers, if any, shall actwith the same authority and shall be subject to the same restrictions as areapplicable to the treasurer.

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**13.         Delegation of Duties**.  Wheneveran officer is absent, or whenever, for any reason, the Board of Directors maydeem it desirable, the Board of Directors may delegate the powers and duties ofan officer to any other officer or officers or to any director or directors.

**ARTICLE VII**

**Conflicts of Interests**

No contract or other transactionbetween the Corporation and one or more of its directors, or any othercorporation, partnership, association or other organization in which one ormore of its directors or officers is a director or officer or is financiallyinterested shall be either void or voidable solely for that reason or solelybecause such director or officer is present at or participates in the meetingof the Board of Directors or a committee thereof that authorizes, approves, orratifies such contract or transaction or solely because their votes are countedfor such purpose if:

(A)               The material facts of such relationship, interest,contract or transaction are disclosed to or known by the Board of Directors ora committee thereof, that in good faith authorizes, approves, or ratifies thecontract or transaction by the affirmative vote of a majority of thedisinterested directors, even though the disinterested directors are less thana quorum;

(B)                The material facts of such relationship, interest,contract or transaction are disclosed to or known by the shareholders entitledto vote thereon, and the contract or transaction is specifically authorized,approved or ratified in good faith by vote of the shareholders; or

(C)                The contract or transaction is fair as to theCorporation.

Common or interested directorsmay be counted in determining the presence of a quorum at a meeting of theBoard of Directors or a committee thereof which authorizes, approves orratifies such contract or transaction.

The Board of Directors shallcomply with any applicable provisions of Section 7-108-501 of the ColoradoBusiness Corporation Act in connection with any loan or guaranty by theCorporation.

**ARTICLE VIII**

**Indemnification of Officers,Directors and Others**

**1.           Definitions.**  Unlessthe context of this Article VIII indicates otherwise, initiallycapitalized terms used herein shall have the meanings given in Section 7-109-101of the Colorado Business Corporation Act.

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**2.           Standards forIndemnification**

**A.          General. **Except as provided in Subsection 2(D) below, the Corporation shallindemnify against Liability, to the fullest extent authorized by the ColoradoBusiness Corporation Act, as the same exists or may hereafter be amended (but,in the case of any such amendment, only to the extent that such amendmentpermits the Corporation to provide broader indemnification rights than permittedprior thereto), incurred in any Proceeding by an individual made a Party to theProceeding because he is or was a Director of the Corporation or any subsidiaryof the Corporation (an “Indemnitee”) if: (a) he conducted himself in goodfaith; (b) he reasonably believed: (i) in the case of conduct in his Officialcapacity with the Corporation, that his conduct was in the Corporation’s bestinterests; or (ii) that in all other cases, that his conduct was at least notopposed to the Corporation’s best interests; and (c) in the case of anycriminal proceeding, he had no reasonable cause to believe his conduct wasunlawful.

**B.          Employee Benefit Plans. **An Indemnitee’s conduct with respect to an employee benefit plan for apurpose he reasonably believed to be in the interests of the participants in orbeneficiaries of the plan is conduct that satisfies the requirements of clause(b)(ii) of paragraph 2, subsection A above. An Indemnitee’s conduct with respect to an employee benefit plan for apurpose that he did not reasonably believe to be in the interests of theparticipants in or beneficiaries of the plan shall be deemed not to satisfy therequirements of clause (b)(ii) of paragraph 2, subsection A above.

**C.          Termination of a Proceeding. **The termination of any proceeding by judgment, order, settlement, orconviction, or upon a plea of nolo contendere or its equivalent, is not ofitself determinative that the Indemnitee did not meet the standard of conductset forth in paragraph 2, subsection A above.

**D.          Cases in Which Indemnification isProhibited.**  The Corporation may not indemnify anIndemnitee under paragraph 2, subsection A above, either (a) in connection witha Proceeding by or in the right of the Corporation in which the Indemnitee wasadjudged liable to the Corporation; or (b) in connection with any Proceedingcharging improper personal benefit to the Indemnitee, whether or not involvingaction in his Official capacity, in which he was adjudged liable on the basisthat personal benefit was improperly received by him.

**E.           Reasonable Expenses Only.** Indemnification permitted under this Section B in connection with aProceeding by or in the right of the Corporation is limited to reasonableexpenses incurred in connection with the Proceeding.

**F.           Application of IndemnificationObligations.**  The indemnity and prepayment obligations ofthe Corporation and the standards for indemnification set forth in this ArticleVIII shall apply in all cases, even if the conduct, act or omission in questionoccurred prior to the date that such indemnity and prepayment obligations wereadopted by the Corporation by amendment to these Bylaws.

**3.           Mandatory Indemnification.**  Unlesslimited by the articles of incorporation, the Corporation shall be required toindemnify an Indemnitee who was wholly 

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successful, on the merits or otherwise, in the defenseof any Proceeding to which he was a Party because he is or was a director,against reasonable expenses incurred by him in connection with the Proceeding.

**4.           Court Ordered Indemnification**.  Unlessotherwise provided in the articles of incorporation, an Indemnitee who is orwas a Party to a Proceeding may apply for indemnification to the courtconducting 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 orderindemnification in the following manner:

**A.          Mandatory Indemnification.**  If itdetermines the Indemnitee is entitled to mandatory indemnification underparagraph 3 above, the court shall order indemnification, in which case thecourt shall also order the Corporation to pay the Indemnitee’s reasonableexpenses incurred to obtain court-ordered indemnification.

**B.          Indemnification Where Regardless ofMeeting****Standard of Conduct****.** If it determines thatthe Indemnitee is fairly and reasonably entitled to indemnification in view ofall the relevant circumstances, whether or not he met the standard of conductset forth in paragraph 2, subsection A of this Article VIII or was adjudged liablein the circumstances described in paragraph 2, subsection D of this ArticleVIII, the court may order such indemnification as the court deems proper;except that the indemnification with respect to any Proceeding in whichliability shall have been adjudged in the circumstances described in saidparagraph 2, subsection D of this Article VIII is limited to reasonableexpenses incurred in connection with the proceeding and reasonable expensesincurred to obtain court-ordered indemnification.

**5.           Indemnification Procedure.**

**A.          Authorization of Indemnification Required.**  TheCorporation may not indemnify an Indemnitee under paragraph 2, subsection A ofthis Article VIII unless authorized in the specific case after a determinationhas been made that indemnification of the Indemnitee is permissible in thecircumstances because he has met the standard of conduct set forth in paragraph2 of this Article VIII.

**B.          Determination by the Board ofDirectors.**  The determination required by paragraph 5,subsection A of this Article VIII, shall be made: (a) by the Corporation’sBoard of Directors by a majority vote of those present at a meeting at which aquorum is present, and only those directors who are not parties to theProceeding shall be counted in satisfying the quorum; or (b) if a quorum cannotbe obtained, by a majority vote of a committee of the Board of Directorsdesignated by the Board, which committee shall consist of two or more directorswho are not parties to the proceeding; except that directors who are parties tothe proceeding may participate in the designation of directors for thecommittee.

**C.          Determination by Body Other Thanthe Board of Directors.**  If a quorum cannot be obtained by a majorityvote of a committee of the Board of Directors designated by the Board ofDirectors under paragraph 5, subsection B or even if a quorum is obtained or acommittee is designated, if a majority of the directors constituting suchquorum or committee so 

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directs, the determination required to be made bysubparagraph B of this section 5 shall be made: (a) by independent legalcounsel selected by a vote of the Corporation’s Board of Directors or thecommittee in the manner specified in clauses (a) or (b) of subparagraph B ofthis section 5 or, if a quorum of the full Board of Directors cannot beobtained and a committee cannot be established, by independent legal counselselected by a majority vote of the full Board; or (b) by the shareholders.

**D.          Standard for AuthorizingIndemnification.**Authorization of indemnification and advance of reasonable expenses shall bemade in the same manner as the determination that indemnification or advance ofexpenses is permissible; except that, if the determination that indemnificationor advance of expenses is permissible is made by independent legal counsel,authorization of indemnification and advance of expenses shall be made by thebody that selected such counsel.

**6.           Pre-Payment or Reimbursement of Expenses**

**A.          General.**                 The Corporationmay pay for or reimburse the reasonable expenses incurred by an Indemnitee whois a Party to a Proceeding in advance of the final disposition of theProceeding if: (a) the Indemnitee furnishes the Corporation a writtenaffirmation of his good-faith belief that he has met the standard of conductdescribed in paragraph 2, subsection A of this Article; (b) the Indemniteefurnishes the Corporation a written undertaking, executed personally or on hisbehalf, to repay the advance if it is ultimately determined that he did notmeet such standard of conduct; and (c) a determination is made that the factsthen known to those making the determination would not preclude indemnificationunder this Article.

**B.          Undertaking.** The undertaking required by paragraph (b) ofsubsection A of this Section,  shall bean unlimited general obligation of the Indemnitee but need not be secured andmay be accepted without reference to financial ability to make repayment.

**C.          Authorization of Pre-Payments**. Determinations and authorizations of paymentsunder this Section 6 shall be made in the manner specified in paragraph 5,subsection C of this Article VIII.

**7.           Expenses Incurred as a Witness**. The Corporation shall pay or reimburse Expensesincurred by an Indemnitee in connection with his appearance, or preparation forhis appearance, as a witness in a Proceeding or at a deposition related to aProceeding, at a time when he has not been made a named defendant or respondentin the Proceeding.  If the Indemnitee isnot an officer or Director of the Company at the time his appearance isrequired at a Proceeding or deposition related to a Proceeding, the Companyshall pay the Indemnitee $500.00 for each day (or part thereof) that theIndemnitee is required to attend such Proceeding or deposition.

**8.           Officers, Employees, Fiduciariesand Agents**. Unlessotherwise provided in the articles of incorporation:

**A**.          **Officer Indemnification.** An officerof the Corporation is entitled to mandatory indemnification under paragraph 3of this Article VIII, and is entitled to apply for court-ordered 

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indemnification under paragraph 4 of this ArticleVIII, in each case to the same extent as a director.

**B.          Indemnification and Advancement ofExpenses.** The Corporation may indemnify and advanceexpenses to an officer, employee, fiduciary or agent of the Corporation to thesame extent as an Indemnitee; and

**C.          Greater Rights of IndemnificationPermitted.** The Corporation may also indemnify and advanceexpenses to an officer, employee, fiduciary or agent of the Corporation who isnot an Indemnitee to a greater extent, not inconsistent with public policy, andif provided for by these bylaws, general or specific action of its board orshareholders, or directors.

**9.           Insurance.**  TheCorporation may purchase and maintain insurance on behalf of a person who is orwas a Director, officer, employee, fiduciary or agent of the Corporation, orwho, while a Director, officer, employee, fiduciary or agent of theCorporation, is or was serving at the request of the Corporation as a director,officer, partner, trustee, employee, fiduciary or agent of another foreign ordomestic corporation or other person or employee benefit plan against anyliability asserted against or incurred by him in any such capacity or arisingout of his status as such, whether or not the Corporation would have the powerto indemnify him against such liability under the provisions of this ArticleVIII.  Any such insurance may be procuredfrom any insurance company designated by the Board of Directors of theCorporation, whether such insurance company is formed under the laws ofColorado or any other jurisdiction of the United States or elsewhere, includingany insurance company in which the Corporation has equity or any otherinterest, through stock ownership or otherwise.

**10.         Report to Shareholders**.  Anyindemnification of or advance of expenses to a Director in accordance with thisArticle VIII, if arising out of a proceeding by or on behalf of theCorporation, shall be reported in writing to the shareholders with or beforethe notice of the next shareholders’ meeting.  If the next shareholder action is takenwithout a meeting at the instigation of the Board of Directors, such noticeshall be given to the shareholders at or before the time the first shareholdersigns a writing consenting to such action.

**11.         Governing Law.**  ThisArticle VIII shall be governed by and construed in accordance with Title 7,Article 109 of the Colorado Business Corporation Act, as amended from time totime.

**12.         Non-Exclusivity of Rights.**  Therights to indemnification and to the advancement of expenses conferred in thisArticle VIII shall not be exclusive of any other right which any personmay have or hereafter acquire under any statute, the Corporation’s Articles ofAmendment and Restatement, agreement, vote of shareholders or disinterested directorsor otherwise.  To the extent that therights to indemnification granted by these Bylaws are inconsistent with thosegranted by the Corporation’s Articles of Amendment and Restatement, theprovisions of these Articles of Amendment and Restatement shall govern.

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**ARTICLE IX**

**Share Certificates and theTransfer of Shares**

**1.           Certificates Representing Shares**.  Theshares shall be represented by certificates. Such certificates shall be in aform approved by the Board of Directors, consecutively numbered, and signed inthe name of the Corporation by the chairman or vice chairman of the Board ofDirectors or by the chief executive officer, the president or a vice presidentand by the treasurer or an assistant treasurer or by the secretary or anassistant secretary, and shall be sealed with the seal of the Corporation or afacsimile thereof.  Any or all of thesignatures upon a certificate may be facsimiles if the certificate iscountersigned by a transfer agent or registered by a registrar other than theCorporation itself or an employee of the Corporation.  In case any officer who has signed suchcertificate shall have ceased to be such officer before such certificate isissued, it may be issued by the Corporation with the same effect as if he weresuch officer at the date of its issue.

**2.           Issuance of Shares.**  Except asprovided in the Articles of Incorporation, the Board of Directors may authorizethe issuance of shares for consideration consisting of any tangible, intangibleproperty or benefit to the Corporation, including cash, promissory notes,services performed and other securities of the Corporation.  The Board of Directors shall determine thatthe consideration received or to be received for the shares to be issued isadequate.  Such determination, in theabsence of fraud, is conclusive insofar as the adequacy of such considerationrelates to whether the shares are validly issued, fully paid andnonassessable.  The promissory note of asubscriber or an affiliate of a subscriber for shares shall not constituteconsideration for the shares unless the note is negotiable and is secured bycollateral other than the shares, having a fair market value at least equal tothe principal amount of the note.  Forthe purposes of this Section 2, “promissory note” means a negotiable instrumenton which there is an obligation to pay independent of collateral and does notinclude a nonrecourse note.  Unlessotherwise expressly provided in the Articles of Incorporation, shares having apar value may be issued for less than the par value.

**3.           Lost Certificates.**  The Boardof Directors may direct a new certificate to be issued in place of acertificate alleged to have been destroyed or lost if the owner makes anaffidavit or affirmation of that fact and produces such evidence of loss ordestruction as the Board of Directors may require.  The Board, in its discretion, may as acondition precedent to the issuance of a new certificate require the owner togive the Corporation a bond in such form and amount and with such surety as itmay determine as indemnity against any claim that may be made against theCorporation relating to the certificate allegedly destroyed or lost.

**4.           Transfer of Shares.** Shares of the Corporation shall only betransferred on the stock transfer books of the Corporation by the  holder of record thereof upon the surrenderto the Corporation of the share certificates duly endorsed or accompanied byproper evidence of succession, assignment or authority to transfer and suchdocumentary stamps as may be required by law. In that event, the surrendered certificates shall be cancelled, newcertificates issued to the persons entitled to them, and the transactionrecorded on the books of the Corporation.

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**5.           Registered Shareholders.**  TheCorporation shall be entitled to treat the registered holder of any shares ofthe Corporation as the owner thereof for all purposes, and the Corporationshall not be bound to recognize any equitable or other claim to, or interestin, such shares or rights deriving from such shares on the part of any personother 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 suchshares, whether or not the Corporation shall have either actual or constructivenotice of the claimed interest of such other person.

**6.           Stock Ledger.**  Anappropriate stock journal and ledger shall be kept by the secretary or suchregistrars or transfer agents as the directors by resolution may appoint inwhich all transactions in the shares of stock of the Corporation shall berecorded.

**7.           Notice of Restriction on Transfer**.  Noticeof any restriction on the transfer of the stock of the Corporation shall beplaced on each certificate of stock issued.

**ARTICLE X**

**Amendments**

Subject to repeal or change byaction of the shareholders, the Board of Directors may amend, supplement orrepeal these Bylaws or adopt new Bylaws, and all such changes shall affect andbe binding upon the holders of all shares heretofore as well as hereafterauthorized, subscribed for or offered.

**ARTICLE XI**

**Miscellaneous**

**1.           Gender.**  Wheneverrequired by the context, the singular shall include the plural, the plural thesingular, and one gender shall include all genders.

**2.           Invalid Provision.**  Theinvalidity or unenforceability of any particular provision of these Bylawsshall not affect the other provisions herein, and these Bylaws shall beconstrued in all respects as if such invalid or unenforceable provision was omitted.

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