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                                                                    EXHIBIT 3.4


                                     BY-LAWS


                                       OF


                                OTC AMERICA, INC.


                                    ARTICLE I
                                    Officers


         Section 1. Number. The officers of this Corporation shall be a Chairman
of the Board, President, one or more Vice Presidents, a Secretary, a Treasurer
and such other officers as may be appointed in accordance with the provisions of
Section 3 of this Article. One person may hold any two of said officers (except
the same person shall not be both President and Vice President, or President and
Secretary), but no such officer shall execute, acknowledge or verify any
instrument in more than one capacity if such instrument is required by law or by
these By-laws or by resolution of the Board of Directors to be executed,
acknowledged or verified by any two or more officers. The officers of the
Corporation shall be natural persons of age eighteen years or older.

         Section 2. Election, Term of Office and Qualification. The officers of
this Corporation shall be chosen annually by the Board of Directors. Each
officer, except such officers as may be appointed in accordance with the
provisions of Section 3 of this Article, shall hold his office until his
successor shall have been duly chosen and qualified, or until his death, or
until he shall resign or shall have been removed in the manner hereinafter
provided.

         Section 3. Subordinance Officers, etc. The Board of Directors may
appoint such other officers to hold office for such period, have such authority
and perform such duties as the Board of Directors may delegate. The Board of
Directors may also delegate to any officer the power to appoint any such
subordinate officers.

         Section 4. Removal. The officers, specifically designated in Section 1
of this Article, may be removed either with or without cause, by the vote of a
majority of the whole Board of Directors at a special meeting of the Board
called for this purpose. The officers appointed in accordance with the
provisions of Section 3 of this Article may be removed, either with or without
cause, by the Board of Directors, by a majority vote of the directors present at
the meeting or by a superior officer upon whom such power of removal may be
conferred by the Board of Directors.

         Section 5. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or the Secretary of
the Corporation. Any such resignation shall take effect at the time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.


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         Section 6. Vacancies. A vacancy in any officer because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term by the Board of Directors, but in the case of
a vacancy occurring in the office filled in accordance with the provisions of
Section 3 of this Article, such vacancy may be filled by any superior officer
upon whom such power may be conferred by the Board of Directors.

         Section 7. Chairman of the Board. The Chairman of the Board, if one
shall be elected, shall preside at all meetings of the Board of Directors, and
shall appoint all committees except such as are required by statute, these
By-laws or a resolution of the Board of Directors or of the Executive Committee
to be otherwise appointed and shall have such other duties as may be assigned to
him from time to time by the Board of Directors. In recognition of notable and
distinguished services to the Corporation, the Board of Directors may designate
one of its members as honorary Chairman, who shall have such duties as the Board
may, from time to time, assign to him by appropriate resolution, excluding,
however, any authority or duty vested by law or these By-laws in any other
officer.

         Section 8. The President. The President shall be the active executive
officer of the Corporation and shall exercise detailed supervision over the
business of the Corporation and over its several officers, subject, however, to
the control of the Board of Directors. He shall preside at all meetings of the
shareholders, and in general, shall perform all duties incident to the office of
President and such other duties as from time to time may be assigned to him by
the Board of Directors.

         The President shall execute all deeds, conveyances, deeds of trust,
bonds and other contracts requiring a seal, under the seal of the Corporation,
except where required or permitted by law to be otherwise signed and executed
and except where the signing and execution thereof shall be expressly delegated
by the Board of Directors to some officer or agent of the Corporation.

         Section 9. The Vice President. The Vice President shall perform such
duties as are given to him by these By-laws or assigned by the Board of
Directors. The Vice President shall perform all the duties of the President, in
case of the disability or absence of the President, and when so acting, shall
have all the powers of, and be subject to all the restrictions upon, the
President. The Board of Directors may from time to time appoint more than one
Vice President, each of which shall perform the duties designated by the Board
of Directors. In the absence of the President, the Vice President designated
from time to time by the President shall perform the duties of the President.

         Section 10. The Secretary. The Secretary shall:

         (a) Keep the minutes of the meetings of the shareholders and of the
Board of Directors in books provided for such purpose.

         (b) See that all notices are duly given in accordance with the
provisions of these By-laws or as required by law.

         (c) Be custodian of the records and of the seal of the Corporation and
see that such seal is affixed to all share certificates prior to their issue and
to all documents, the execution of



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which on behalf of the Corporation under its seal, is duly authorized in
accordance with the provisions of these By-laws.

         (d) Have charge of the share books of the corporation and keep or cause
to be kept the share and transfer books in such manner as to show at any time
the amount and the time when such shares were paid for, the names,
alphabetically arranged and the addresses of the holders of record; and exhibit
during the usual business hours of the Corporation to any director, upon
application, the original or duplicate share ledger.

         (e) Sign with the President or a Vice President certificates for shares
of the Corporation and as contemplated by Article FOURTH of the Articles of
Incorporation of this Corporation and by Section 7-5-102 of the Colorado
Corporation Code, emboss the following legend on every certificate for shares of
the Corporation:

               The Corporation is authorized to issue shares of more than one
               class, namely, common shares and Preferred Shares. Pursuant to
               Section 7-5-102 of the Colorado Corporation Code, the Corporation
               will furnish to any shareholder, upon request and without charge,
               a full statement of the designations, preferences, limitations
               and relative rights of the shares of each class authorized to be
               issued by the Corporation and of variations in the relative
               rights and preferences between the shares of each series and a
               statement of the authority of the Board of Directors of the
               Corporation to fix and determine the relative rights and
               preferences of subsequent series of the preferred shares.

         (f) See that the books, reports, statements, certificates and all other
documents and records of the Corporation required by law are properly kept and
filed.

         (g) In general, to 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 Board of Directors or by the President.

         Section 11. The Treasurer. The Treasurer shall:

         (a) Have charge and custody of, and be responsible for, all funds and
securities of the Corporation.

         (b) From time to time render a statement of the condition of the
finances of the Corporation at the request of the Board of Directors.

         (c) Receive and give receipts for monies due and payable to the
Corporation from any source whatsoever.

         (d) In general, perform all duties incident to the office of Treasurer,
and such other duties as from time to time may be assigned to him by the Board
of Directors or by the President. The Treasurer may be required to give a bond
for the faithful performance of his duties in such



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sum and with such surety as may be determined by the Board of Directors. Any
such bond shall be obtained at the Corporation's expense.

                                   ARTICLE II
                                    Directors

         Section 1. Number and Qualifications; Committees. The property
interests, business and transactions of the Corporation shall be managed and
conducted by a Board of Directors which shall consist of not less than three nor
more than 11 persons, as shall be fixed from time to time by the Board of
Directors, as hereinafter provided. The Board of Directors shall be elected
annually by ballot of the holders of the shares of the Corporation entitled to
vote thereon for the term of one year and shall serve until the election and
qualification of their successors, unless they sooner resign. The number of
directors may be increased at any time by a majority vote of the whole Board of
Directors. The number of directors may be decreased at any time by a majority
vote of the whole Board of Directors, except that no decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director.

         The Board of Directors by resolution passed by a majority of the whole
Board of Directors may designate from among its members an Executive Committee,
or one or more other committees each of which, to the extent provided in the
resolution or in the Articles of Incorporation or the By-laws of the
Corporation, shall have all the authority of the Board of Directors, but no such
committee shall have the authority of the Board of Directors in reference to
amending the Articles of Incorporation, adopting a plan of merger or
consolidation, recommending to the shareholders the sale, lease, exchange or
other disposition of all or substantially all the property and assets of the
Corporation otherwise than in the usual and regular course of its business,
recommending to the shareholders a voluntary dissolution of the Corporation or a
revocation thereof, are amending the By-laws of the Corporation. The designation
of such committees and the delegation thereto shall not operate to relieve the
Board of Directors, or any member thereof, of any responsibility imposed by law.

         Section 2. Vacancies. Any director may resign at any time by giving
written notice to the President or to the Secretary of the Corporation. Such
resignation shall take effect at the time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining Directors
through less than a quorum of the Board of Directors. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office.
Any directorship to be filled by reason of an increase in the number of
directors shall be filled by the affirmative vote of a majority of the directors
then in office, or by an election at an annual meeting or at a special meeting
of the shareholders called for that purpose. A director chosen to fill a
position resulting from an increase in the number of directors shall hold office
until the next annual meeting of shareholders and until his successors has been
elected and qualified.

         Section 3. Meetings. The regular meeting of the Board of Directors
shall be held immediately following the annual shareholders' meeting on the
third Monday in October of each year, unless such day be a legal holiday, in
which event the meeting shall be held on the next regular business day. The
Board of Directors shall meet at such other time or times as they may from time
to time determine. Special meetings of the Board of Directors may likewise be
held



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on the written call of the Chairman of the Board, the President or of any two
members of the Board.

         Section 4. Place of Meetings. The Board of Directors or any committee
designated by such Board may hold its meetings at such place or places within or
without the State of Colorado as the Board may from time to time determine, or,
with respect to its meetings, as shall be specified or fixed in the respective
notices or waivers of notice of such meetings.

         Section 5. Special Meetings; Notice. Special meetings of the Board of
Directors or any committee designated by such Board, shall be held whenever
called by the President or by two of the directors. Notice of each such meeting
shall be mailed to each director, addressed to him at his address as it appears
on the records of the Corporation, at least three days before the day on which
the meeting is to be held, or shall be sent to him at such place by telegram, or
be delivered personally, not later than one day before the day on which the
meeting is to be held. The notice of each such special meeting shall indicate
briefly the subjects thereof. No notice of the time, place or purpose of any
meeting of the Board of Directors or any committee designated by such Board need
be given to any director or committee person who attends in person or who, in
writing executed and filed with the records of the meeting, either before or
after the holding thereof, waives such notice. No notice need be given of any
adjourned meeting of the Board of Directors.

         As to any director who shall sign the minutes of any special or regular
directors' meeting, such meeting shall be deemed to have been legally and duly
called, noticed, held and construed as if all the directors were actually
present at said meeting, and all who signed the minutes were duly noticed, and
signature of any director to the minutes of a meeting shall for all purposes and
as to all persons be held to be an approval of the action thereof.

         Section 6. Action Without a Meeting. Except as may otherwise be
provided by the Articles of Incorporation or By-laws, members of the Board of
Directors or any committee designated by such Board may participate in a meeting
of the Board or committee by means of conference, telephone, or similar
communications equipment by which all persons participating in the meeting can
hear each other at the same time. Such participation shall constitute presence
in person at a meeting. Any action required to be taken at a meeting of the
directors or any other action which requires director approval may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors.

         Section 7. Quorum and Manner of Acting. A majority of the number of
members of the Board of Directors shall form a quorum for the transaction of
business at any regular or special meeting of the Board of Directors. Except as
otherwise provided by law, by the Articles of Incorporation, or by these
By-laws, the act of a majority of the directors present, provided the same
constitute a quorum, shall be the act of the Board of Directors. In the absence
of a quorum, a majority of the directors present may adjourn the meeting from
time to time until a quorum be had.

         Section 8. Election of Officers. At the first meeting of the Board of
Directors, after the annual election, the Chairman of the Board, the President,
Vice President, Secretary and Treasurer shall be elected to serve for the
ensuing year and until the election of their respective



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successors, and an Executive Committee may be elected. Election shall be by
ballot and the majority of the votes cast shall be necessary to elect. Any
vacancies that occur may be filled by the Board of Directors for the unexpired
term.

         Section 9. Duties. The Board of Directors shall exercise a general
supervision over the affairs of the Corporation, authorize the issuance and sale
of shares of the Corporation, receive and pass upon the reports of the Secretary
and Treasurer, audit all bills and accounts against the Corporation and fix or
delegate authority to fix the compensation of officers and employees of the
Corporation. The Board may direct any officer or officers of the Corporation to
transact any particular branch of business which it may see fit to designate.
The Board of Directors may, from time to time, employ such persons as the Board
may deem necessary for the carrying on of the business of the Corporation, any
of whom may also be officers or directors of the Corporation.

         Section 10. Compensation of Directors. Unless otherwise restricted by
the Articles of Incorporation, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or Executive committees may be allowed like compensation for
attending committee meetings.

         Section 11. Removal. Any director may be removed from office, either
with or without cause, at any time and another person may be elected to his
place, to serve for the remainder of his term, at any special meeting of
shareholders called for the purpose, by vote of the holders of the majority of
the shares then entitled to vote at an election of the directors. In case any
vacancy so created shall not be filled by the shareholders at such meeting, such
vacancy may be filled by the directors as provided hereinabove.

                                   ARTICLE III
                                 Capital Shares

         Section 1. Certificates. Each shareholder of the Corporation whose
shares have been paid for in full shall be entitled to a certificate showing the
number of shares of the Corporation standing on the books in his name. Each
certificate shall be numbered, bear the signature of the President, or in case
of his inability to act, the signature of the Vice President and of the
Secretary, and the seal of the Corporation, and be issued in numerical order
from the respective share certificate books. A full record of each certificate
for shares as issued must be entered in the corresponding stub of the share
certificate book.

         Section 2. Transfers. Transfers of all shares shall be made upon the
proper share books of the Corporation and must be accompanied by the surrender
of the duly endorsed certificate or certificates representing the transferred
shares. Surrendered certificates shall be cancelled and attached to the
corresponding stubs of the share certificate book and a new certificate issued
to the parties entitled thereto.




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         Section 3. Lost Certificates. The Board of Directors may order a new
certificate for shares to be issued in the place of any certificate of the
Corporation alleged to have been lost or destroyed, but in either such case, the
owner of the lost certificate shall first cause to be given to the Corporation,
a bond in such sum not less than the par value of such lost or destroyed
certificate for shares as said Board may direct, as indemnity against any loss
or claim that the Corporation may incur by reason of the issuance of such
certificate, but the Board of Directors may, in its discretion, refuse to
replace any lost certificate save upon the order of some court having
jurisdiction in such matters.

         Section 4. Shares and Transfer Books. The share and transfer books of
the Corporation shall be kept in its principal office and shall be open during
usual business hours for the inspection of any shareholders of the Corporation.
All other books and records and a copy of the share an transfer books of the
Corporation shall be kept in such place as shall be designated by the Board of
Directors and shall be subject to inspection only as provided by law.

         Section 5. Shares. Each outstanding common share of the Corporation is
entitled to one vote, and each fractional common shares is entitled to a
corresponding fraction vote on each matter submitted to a vote at a meeting of
shareholders. In the election of directors, each record holder of shares
entitled to vote at such election has the right to vote the number of shares
owned by him for as many persons as there are directors to be elected and for
whose election he has a right to vote.

         Section 6. Issuance of Fractional Shares or Scrip. The Corporation may
issue fractions of a share, arrange for the disposition of fractional interests
by those entitled thereto, pay in cash the fair market value of fractions of a
share as of the time when those entitled to receive such fractions are
determined, or issue scrip in registered or bearer form which shall entitle the
holder to receive a certificate for a full share upon the surrender of such
scrip aggregating a full share. A certificate for a fractional share shall, but
scrip shall not, unless otherwise provided therein, entitle the holder to
exercise voting rights, to receive dividends thereon and to participate in any
of the assets of the Corporation in the event of liquidation. The Board of
Directors may cause such scrip to be issued subject to the condition that it
shall become void if not exchanged for certificates representing full shares
before a specified date, or subject to the condition that the shares for which
the scrip is exchangeable may be sold by the Corporation and the proceeds
thereof distributed to the holders of such scrip, or subject to any other
conditions which the Board of Directors may deem advisable.

                                   ARTICLE IV
                                  Shareholders

         Section 1. Annual Meeting. The regular annual meeting of the
shareholders of the Corporation shall be held at the office of the Corporation
in Englewood, Colorado, or at such other place, either within or without the
State of Colorado, as may be ordered by the Board of Directors, on the third
Monday in October of each year, if it be not a legal holiday and if it be a
legal holiday, then on the next succeeding day not a legal holiday; provided,
however, that the Board of Directors may postpone such meeting for a period of
time not in excess of 50 days upon appropriate resolution at any regular annual
meeting of the shareholders at which the directors



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for the ensuing year shall be elected. The officers of the Corporation shall
present their annual reports and the Secretary shall have on file for inspection
and reference, an authentic list of the shareholders, giving the amount of
shares held by each as shown by the share books of the Corporation ten days
before the annual meeting.

         Section 2. Special Meeting. Special meetings of the shareholders may be
called by the Chairman of the Board, the President, a Vice President or on call
signed by one or more shareholders holding an aggregate of not less than 10% of
the outstanding shares entitled to vote at the meeting. The Board of Directors
may designate any place, either within or without the State of Colorado, as the
place for any annual meeting or for any special meeting called by the Board of
Directors. If a special meeting shall be called otherwise than by the Board of
Directors, the place of the meeting shall be Littleton, Colorado. Calls for
special meetings shall specify the time, place and object or objects thereof,
and no other business than that specified in the call shall be considered in any
such meeting.

         Section 3. Notice of Meeting. Written notice stating the place, date
and hour of the meeting, and, in case of a special meeting, the purpose for
which the meeting is called, shall be delivered not less than ten nor more than
50 days before the date of the meeting, either personally or by mail, by or at
the direction of the President or the Secretary, or the officer or person
calling the meeting, to each shareholder of record entitled to vote at such
meeting, except that if the authorized capital shares are to be increased, at
least 30 days' notice shall be given. If requested by the person or persons
lawfully calling such meeting, the Secretary shall give notice thereof, at
corporate expense.

         Section 4. Closing Transfer Books. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
purpose, the Board of Directors may provide that the share transfer books shall
be closed for nay stated period not exceeding 50 days. If the share transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such date in any case to be
not more than 50 days and, in case of a meeting of shareholders, not less than
ten days prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the share transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such a determination shall apply to any adjournment thereof. The
officer or agent having charge of the share transfer books for shares of the
Corporation shall make, at least ten days before each meeting of shareholders, a
complete record of the shareholders entitled to vote at such meeting, or any
adjournment thereof, arranged in alphabetical order, with the address of an the
number of shares held by each, which record, for a period of ten days before
each such meeting, shall be kept on file at the principal office of the
Corporation, whether within or without the State of Colorado, and shall be
subject to inspection by any shareholder for any purpose germane to the meeting
at any time during usual hours. Such record shall also be produced and kept open
at the time and place of the



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meeting and shall be subject to the inspection of any shareholder of any purpose
germane to the meeting during the whole time of the meeting. The original share
transfer books shall be prima facie evidence as to who are the shareholders
entitled to examine such record or transfer books or to vote at any meeting of
shareholders.

         Section 5. Election of Directors. Subject to Section 1 of Article II of
these By-laws and Article Fifth of the Articles of Incorporation, at each annual
meeting of the shareholders of the Corporation, a number of directors equal to
the number whose terms are expiring shall be elected to serve until their
successors are duly elected and qualified, unless they sooner resign. Election
of directors shall be by such of the shareholders as attend for the purpose,
either in person or by proxy, provided that if a majority of the outstanding
shares entitled to vote is not represented, in person or by proxy, such meeting
may be adjourned by the shareholders present for a period not exceeding 50 days
at any one adjournment. At each election of directors, cumulative voting shall
not be allowed.

         Section 6. Quorum. A majority of the outstanding shares entitled to
vote exclusive of treasury shares, represented in person or by proxy, shall be
necessary to constitute a quorum at meetings of the shareholders. If a quorum is
present, the affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on the subject matter shall be the act of the
shareholders, except in those cases where it is otherwise provided by law. In
the absence of a quorum, those present may adjourn the meeting from day to day
but in no event for a period to exceed 60 days at any one adjournment.

         Section 7. Waiver and Approval. No notice of the time, place or purpose
of any annual, regular or special meeting of shareholders need be given if all
shareholders of record on the date said meeting is held waive such notice in
writing either before or after the holding of said meeting. As to any
shareholder who shall sign the minutes of any annual, regular or special meeting
of shareholders, such meeting shall be deemed to have been legally and duly
called, noticed, held and conducted, and the action taken thereat approved and
the minutes of said shareholders' meeting shall be conclusive for all purposes
and as to all persons to be an approval thereof.

         Section 8. Proxies. Any shareholder entitled to vote may be represented
at any regular or special meeting of the shareholders by a duly executed proxy.
The proxy shall be in writing and properly signed and no proxy shall be
recognized unless executed within 11 months of the date of the meeting at which
it is presented, unless otherwise rescinded in the proxy.

         Section 9. Order of Business. The order of business at the annual
meeting and so far as is practicable at all other meetings of the shareholders,
shall be as follows:

         1. Calling of roll.
         2. Proof of due notice of meeting.
         3. Reading and disposal of any unapproved minutes.
         4. Annual reports of officers and committees.
         5. Election of directors.
         6. Unfinished business.
         7. New business.
         8. Adjournment.




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                                    ARTICLE V
                                    Dividends


         Dividends shall be declared at such time and in such amounts as the
Board may direct, but no dividends shall be declared in excess of the amount
which may be legally available for dividends under the laws of the State of
Colorado.

                                   ARTICLE VI
                            Miscellaneous Provisions

         Section 1. Corporate Seal. The seal of the Corporation shall consist of
two concentric circles, between which shall be the name of the Corporation and
the word "Colorado" and in the center of which shall be inscribed the work
"SEAL," which seal, as impressed on the margin hereof, is hereby adopted as the
seal of the Corporation.

         Section 2. Benefit Program. Directors shall have the power to install
and authorize any pension, profit sharing, stock option, insurance, welfare,
educational, bonus, health and accident or other benefit program which the Board
deems to be in the best interest of the Corporation, at the expense of the
Corporation, and to amend or revoke any plan so adopted.

         Section 3. Reimbursement of Expenses. Any payments made to an officer
of the Corporation such as a salary, commission, bonus, interest, or rent, or
entertainment, or travel expense incurred by him, which shall be disallowed in
whole or in part as a deductible expense by the Internal Revenue Service or
other properly constituted taxing authority, shall be reimbursed by such officer
to the Corporation to the full extent of such disallowance. In lieu of payments
by the officer, subject to the determination of the Board of Directors,
proportionate amounts may be withheld from his future compensation payments
until the amount owed to the Corporation has been recovered.

         Section 4. Fiscal Year. The fiscal year of the Corporation shall
commence July 1 of each calendar year and terminate on June 30 of each following
year.

                                   ARTICLE VII
                                   Amendments

         Any and all provisions of these By-laws may be altered, amended,
repealed or added to at any annual or special meeting of the Board of Directors
called for that purpose.


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                                  ARTICLE VIII
                        Corporate Opportunities Doctrine

         The officers, directors and other members of management of this
Corporation shall be subject to the doctrine of corporate opportunities only
insofar as it applies to business opportunities in which this Corporation has
expressed an interest as determined from time to time by the Corporation's Board
of Directors as evidenced by resolutions appearing in the Corporation's minutes.
When such areas of interest are delineated, all such business opportunities
within such areas of interest which come to the attention of the officers,
directors and other members of management of this Corporation shall be disclosed
promptly to the Corporation and made available to it. The Board of Directors may
reject any business opportunity presented to it and thereafter any officer,
director or other member of management may avail himself of such opportunity.
Until such time as this Corporation, through its Board of Directors, has
designated an area as one to which the doctrine of corporate opportunities
applies, the officers, directors and other members of management of this
Corporation shall be free to engage in such areas of interest on their own. The
provisions hereof shall not limit the rights of any officer, director or other
member of management of this Corporation to continue a business existing prior
to the time that such area of interest is designated by this Corporation. This
provision shall not be construed to release any employee of the Corporation
(other than an officer, director or member of management) from any duties which
he may have to the Corporation.



                                 Adopted by resolution of the Board of Directors
                                 Effective June ____, 1986:



                                 -----------------------------------------------
                                 Secretary of the Corporation



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