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<CONFORMED-NAME>ADA-ES INC
<CIK>0001223112
<ASSIGNED-SIC>2890
<IRS-NUMBER>841457335
<STATE-OF-INCORPORATION>CO
<FISCAL-YEAR-END>1231
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<FILE-NUMBER>000-50216
<FILM-NUMBER>051137810
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<STREET1>8100 SOUTHPARK WAY B
<CITY>LITTLETON
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<TEXT>
                         U.S. Securities and Exchange Commission
                                Washington, D.C. 20549

                                    FORM 8-K

                                CURRENT REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

   Date of Report (Date of earliest event reported):  October 13, 2005


                               ADA-ES, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Colorado                 000-50216               84-1457385
----------------------------      -----------          -----------------
(State or other jurisdiction     (Commission          (I.R.S. Employer
       of incorporation)          File Number)        Identification No.)


               8100 SouthPark Way, B, Littleton, Colorado           80120
               ------------------------------------------          --------
                 (Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code: (303)734-1727


                               Not Applicable
                              ----------------
         (Former name or former address, if changed since last  report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

/_/  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

/_/  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR
      240.14a-12)

/_/  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

/_/  Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year

Effective October 13, 2005, by written consent, the Board of Directors of the
Company amended Article II, Section 10 of the Company's Amended and Restated
Bylaws ("Bylaws") to delete the second paragraph of Section 10.  The language in
that paragraph implied that the Company's shares have cumulative voting rights,
while the Company's Amended & Restated Articles of Incorporation clearly state
that they do not and would preempt any inconsistent language in the Bylaws.  The
Board amended the Bylaws to delete the inconsistent language.


Item 9.01. Financial Statements and Exhibits

(d)
The following items are furnished as exhibits to this report:

3.1   ADA-ES, Inc. Amended and Restated Bylaws


SIGNATURES

	Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

					       	         ADA-ES, Inc.
						                 Registrant

Date:  October 13, 2005                          /s/ Mark H. McKinnies
                                              ----------------------
                                                 Mark H. McKinnies
                                             Chief Financial Officer

INDEX TO EXHIBITS




Exhibit No.                 Description
-----------               -----------------

3.1   ADA-ES, Inc. Amended and Restated Bylaws

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>ex3-2.txt
<TEXT>
                                                                 EXHIBIT 3.2

                       AMENDED AND RESTATED BYLAWS
                                     OF
                               ADA-ES, INC.


ARTICLE I
OFFICES
The principal office of the corporation shall be designated from time to time
by the corporation and may be within or outside the State of Colorado.

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

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


ARTICLE II
SHAREHOLDERS
Section 1	Annual Meeting.  The annual meeting of the shareholders shall be
held each year on a date and at a time fixed by the Board of Directors of the
corporation (or by the president in the absence of action by the Board of
Directors), for the purpose of electing Directors and for the transaction of
such other business as may come before the meeting.  If the election of
Directors is not held on the day fixed as provided herein for any annual
meeting of the shareholders, or any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as it may conveniently be held.

A shareholder may apply to the district court in the county in Colorado where
the corporation's principal office is located or, if the corporation has no
principal office in Colorado, to the district court of the county in which
the corporation's registered office is located to seek an order that a
shareholder meeting be held (i) if an annual meeting was not held within six
months after the close of the corporation's most recently ended fiscal year
or fifteen months after its last annual meeting, whichever is earlier, or
(ii) if the shareholder participated in a proper call of or proper demand for
a special meeting and notice of the special meeting was not given within
thirty days after the date of the call or the date the last of the demands
necessary to require calling of the meeting was received by the corporation
pursuant to C.R.S. Section 7-107-102(1)(b), or the special meeting was not
held in accordance with the notice.

Section 2	Special Meetings.  Unless otherwise prescribed by statute,
special meetings of the shareholders may be called for any purpose by the
president or by the Board of Directors.  The president shall call a special
meeting of the shareholders if the corporation receives one or more written
demands for the meeting, stating the purpose or purposes for which it is to
be held, signed and dated by holders of shares representing at least ten
percent of all the votes entitled to be cast on any issue proposed to be
considered at the meeting.



                                  1
Section 3	Place of Meeting.  The Board of Directors may designate any
place, either within or outside Colorado, as the place for any annual meeting
or any special meeting called by the Board of Directors.  A waiver of notice
signed by all shareholders entitled to vote at a meeting may designate any
place, either within or outside Colorado, as the place for such meeting.  If
no designation is made, or if a special meeting is called other than by the
Board, the place of meeting shall be the principal office of the corporation.

Section 4	Notice of Meeting.  Written notice stating the place, date, and
hour of the meeting shall be given not less than ten nor more than sixty days
before the date of the meeting, except that (i) if the number of authorized
shares is to be increased, at least thirty days' notice shall be given, or
(ii) if any other longer notice period is required by the Colorado Business
Corporation Act, such longer period of notice shall be applicable.  The
secretary shall be required to give such notice only to shareholders entitled
to vote at the meeting except as otherwise required by the Colorado Business
Corporation Act.

Notice of a special meeting shall include a description of the purpose or
purposes of the meeting.  Notice of an annual meeting need not include a
description of the purpose or purposes of the meeting except the purpose or
purposes shall be stated with respect to (i) an amendment to the articles of
incorporation of the corporation, (ii) a merger or share exchange in which
the corporation is party and, with respect to a share exchange, in which the
corporation's shares will be acquired, (iii) a sale, lease, exchange or other
disposition, other than in the usual and regular course of business, of all
or substantially all of the property of the corporation or of another entity
which this corporation controls, in each case with or without the goodwill,
(iv) a dissolution of the corporation, or (v) any other purpose for which a
statement of purpose is required by the Colorado Business Corporation Act.
Notice shall be given personally or by mail, private carrier, telegraph,
teletype, electronically transmitted facsimile or other form of wire or
wireless communication by or at the direction of the president, the
secretary, or the officer or persons calling the meeting, to each shareholder
of record entitled to vote at such meeting.  If mailed and if in a
comprehensible form, such notice shall be deemed to be given and effective
when deposited in the United States mail, addressed to the shareholder at his
address as it appears in the corporation's current record of shareholders,
with postage prepaid.  If notice is given other than by mail, and provided
that such notice is in a comprehensible form, the notice is given and
effective on the date actually received by the shareholder.

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

When a meeting is adjourned to another date, time or place, notice need not
be given of the new date, time or place if the new date, time or place of
such meeting is announced before adjournment at the meeting at which the
adjournment is taken.  At the adjourned meeting the corporation may transact



                                     2
any business, which may have been transacted at the original meeting.  If the
adjournment is for more than 120 days, or if a new record date is fixed for
the adjourned meeting, a new notice of the adjourned meeting shall be given
to each shareholder of record entitled to vote at the meeting as of the new
record date.

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

Section 5	Fixing of Record Date.  For the purpose of determining
shareholders entitled to (i) notice of or vote at any meeting of shareholders
or any adjournment thereof, (ii) receive distributions or share dividends, or
(iii) demand a special meeting, or to make a determination of shareholders
for any other proper purpose, the Board of Directors may fix a future date as
the record date for any such determination of shareholders, such date in any
case to be not more than seventy 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 no record date is fixed by the Directors, the record date shall be
the day before the notice of the meeting is given to shareholders, or the
date on which the resolution of the Board of Directors providing for a
distribution is adopted, as the case may be.  When a determination of
shareholders entitled to vote at any meeting of shareholders is made as
provided in this section, such determination shall apply to any adjournment
thereof unless the Board of Directors fixes a new record date, which it must
do if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.  Unless otherwise specified when the record
date is fixed, the time of day for such determination shall be as of the
corporation's close of business on the record date.

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

Section 6	Voting Lists.  After a record date is fixed for a shareholders'
meeting, the secretary shall make, at the earlier of ten days before such
meeting or two business days after notice of the meeting has been given, a
complete list of the shareholders entitled to be given notice of such meeting
or any adjournment thereof.  The list shall be arranged by voting groups and
within each voting group by class or series of shares, shall be in
alphabetical order within each class or series, and shall show the address of
and the number of shares of each class or series held by each shareholder.



                                       3
For the period beginning the earlier of ten days prior to the meeting or two
business days after notice of the meeting is given and continuing through the
meeting and any adjournment thereof, this list shall be kept on file at the
principal office of the corporation, or at a place (which shall be identified
in the notice) in the city where the meeting will be held.  Such list shall
be available for inspection on written demand by any shareholder (including
for the purpose of this Section 6 any holder of voting trust certificates) or
his agent or attorney during regular business hours and during the period
available for inspection.  The original stock transfer books shall be prima
facie evidence as to who are shareholders entitled to examine such list or to
vote at any meeting of shareholders.

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

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

Section 8	Quorum and Manner of Acting.  One-third of the votes entitled to
be cast on a matter by a voting group represented in person or by proxy,
shall constitute a quorum of that voting group for action on the matter.  If
less than one-third of such votes are represented at a meeting, a majority of
the votes so represented may adjourn the meeting from time to time without
further notice, for a period not to exceed 120 days for any one adjournment.
If a quorum is present at such adjourned meeting, any business may be
transacted which might have been transacted at the meeting as originally
noticed.  The shareholders present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum, unless the meeting is
adjourned and a new record date is set for the adjourned meeting.



                                     4
If a quorum exists, action on a matter other than the election of Directors
by a voting group is approved if the votes cast within the voting group
favoring the action exceed the votes cast within the voting group opposing
the action, unless the vote of a greater number or voting by classes is
required by law or the articles of incorporation.

Section 9	Proxies.  At all meetings of shareholders, a shareholder may vote
by proxy by signing an appointment form or similar writing, either personally
or by his duly authorized attorney-in-fact.  A shareholder may also appoint a
proxy by transmitting or authorizing the transmission of a telegram,
teletype, or other electronic transmission providing a written statement of
the appointment to the proxy, a proxy solicitor, proxy support service
organization, or other person duly authorized by the proxy to receive
appointments as agent for the proxy, or to the corporation.  The transmitted
appointment shall set forth or be transmitted with written evidence from
which it can be determined that the shareholder transmitted or authorized the
transmission of the appointment.  The proxy appointment form or similar
writing shall be filed with the secretary of the corporation before or at the
time of the meeting.  The appointment of a proxy is effective when received
by the corporation and is valid for eleven months unless a different period
is expressly provided in the appointment form or similar writing.

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

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

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

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

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



                                         5

Section 10	Voting of Shares.  Each outstanding share, regardless of class,
shall be entitled to one vote, except in the election of Directors, and each
fractional share shall be entitled to a corresponding fractional vote on each
matter submitted to a vote at a meeting of shareholders, except to the extent
that the voting rights of the shares of any class or classes are limited or
denied by the articles of incorporation as permitted by the Colorado Business
Corporation Act.  Cumulative voting shall not be permitted in the election of
Directors or for any other purpose.

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

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

Section 11	Corporation's Acceptance of Votes.  If the name signed on a vote,
consent, waiver, proxy appointment, or proxy appointment revocation
corresponds to the name of a shareholder, the corporation, if acting in good
faith, is entitled to accept the vote, consent, waiver, proxy appointment or
proxy appointment revocation and give it effect as the act of the
shareholder.  If the name signed on a vote, consent, waiver, proxy
appointment or proxy appointment revocation does not correspond to the name
of a shareholder, the corporation, if acting in good faith, is nevertheless
entitled to accept the vote, consent, waiver, proxy appointment or proxy
appointment revocation and to give it effect as the act of the shareholder
if:
     i.  the shareholder is an entity and the name signed purports to be that
of an officer or agent of the entity;

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

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

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



                                       6

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

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

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

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

Section 12	Informal Action by Shareholders.  Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if a written consent (or counterparts thereof) that sets forth the
action so taken is signed by all of the shareholders entitled to vote with
respect to the subject matter thereof and received by the corporation.  Such
consent shall have the same force and effect as a unanimous vote of the
shareholders and may be stated as such in any document.  Action taken under
this Section 12 is effective as of the date the last writing necessary to
effect the action is received by the corporation, unless all of the writings
specify a different effective date, in which case such specified date shall
be the effective date for such action.  If any shareholder revokes his
consent as provided for herein prior to what would otherwise be the effective
date, the action proposed in the consent shall be invalid.  The record date
for determining shareholders entitled to take action without a meeting is the
date the corporation first receives a writing upon which the action is taken.

Any shareholder who has signed a writing describing and consenting to action
taken pursuant to this Section 12 may revoke such consent by a writing signed
by the shareholder describing the action and stating that the shareholder's
prior consent thereto is revoked, if such writing is received by the
corporation before the effectiveness of the action.

Section 13	Meetings by Telecommunication.  Any or all of the shareholders
may participate in an annual or special shareholders' meeting by, or the
meeting may be conducted through the use of, any means of communication by
which all persons participating in the meeting may hear each other during the
meeting.  A shareholder participating in a meeting by this means is deemed to
be present in person at the meeting.


ARTICLE III
BOARD OF DIRECTORS
Section 1	General Powers.  All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall
be managed under the direction of its Board of Directors, except as otherwise



                                         7
provided in the Colorado Business Corporation Act or the articles of
incorporation.

Section 2	Number, Qualifications and Tenure.  The number of Directors of
the corporation shall be fixed from time to time by the Board of Directors,
within a range of no less than one or more than fifteen, but no decrease in
the number of Directors shall have the effect of shortening the term of any
incumbent director.  A director shall be a natural person who is eighteen
years of age or older.  A director need not be a resident of Colorado or a
shareholder of the corporation.

Directors shall be elected at each annual meeting of shareholders.  Each
director shall hold office until the next annual meeting of shareholders
following his election and thereafter until his successor shall have been
elected and qualified.  Directors shall be removed in the manner provided by
the Colorado Business Corporation Act.  Any director may be removed by the
shareholders of the voting group that elected the director, with or without
cause, at a meeting called for that purpose.  The notice of the meeting shall
state that the purpose or one of the purposes of the meeting is removal of
the director.  A director may be removed only if the number of votes cast in
favor of removal exceeds the number of votes cast against removal.

Section 3	Vacancies.  Any director may resign at any time by giving written
notice to the Secretary.  Such resignation shall take effect at the time the
notice is received by the Secretary unless the notice specifies a later
effective date.  Unless otherwise specified in the notice of resignation, the
corporation's acceptance of such resignation shall not be necessary to make
it effective.  Any vacancy on the Board of Directors may be filled by the
affirmative vote of a majority of the shareholders at a special meeting
called for that purpose or by the Board of Directors.  If the Directors
remaining in office constitute fewer than a quorum of the Board, the
Directors may fill the vacancy by the affirmative vote of a majority of all
the Directors remaining in office.  If elected by the Directors, the director
shall hold office until the next annual shareholders' meeting at which
Directors are elected.  If elected by the shareholders, the director shall
hold office for the unexpired term of his predecessor in office; except that,
if the director's predecessor was elected by the Directors to fill a vacancy,
the director elected by the shareholders shall hold office for the unexpired
term of the last predecessor elected by the shareholders.

Section 4	Regular Meetings.  A regular meeting of the Board of Directors
shall be held without notice immediately after and at the same place as the
annual meeting of shareholders.  The Board of Directors may provide by
resolution the time and place, either within or outside Colorado, for the
holding of additional regular meetings without other notice.

Section 5	Special Meetings.  Special meetings of the Board of Directors may
be called by or at the request of the president or any one director.  The
person or persons authorized to call special meetings of the Board of
Directors may fix any place, either within or outside Colorado, as the place
for holding any special meeting of the Board of Directors called by them,
provided that no meeting shall be called outside the State of Colorado unless
a majority of the Board of Directors has so authorized.

Section 6	Notice.  Notice of the date, time and place of any special
meeting shall be given to each director at least two days prior to the



                                      8
meeting by written notice either personally delivered or mailed to each
director at his residence or business address, or by notice transmitted by
private courier, telegraph, telex, electronically transmitted facsimile or
other form of wire or wireless communication.  If mailed, such notice shall
be deemed to be given and to be effective on the earlier of (i) five days
after such notice is deposited in the United States mail, properly addressed,
with first class postage prepaid, or (ii) the date shown on the return
receipt, if mailed by registered or certified mail return receipt requested,
provided that the return receipt is signed by the director to whom the notice
is addressed.  If notice is given by telex, electronically transmitted
facsimile or other similar form of wire or wireless communication, such
notice shall be deemed to be given and to be effective when sent, and with
respect to a telegram, such notice shall be deemed to be given and to be
effective when the telegram is delivered to the telegraph company.  If a
director has designated in writing one or more reasonable addresses or
facsimile numbers for delivery of notice to him, notice sent by mail,
telegraph, telex, electronically transmitted facsimile or other form of wire
or wireless communication shall not be deemed to have been given or to be
effective unless sent to such addresses or facsimile numbers, as the case may
be.

A director may waive notice of a meeting before or after the time and date of
the meeting by a writing signed by such director.  Such waiver shall be
delivered to the corporation for filing with the corporate records, but such
delivery and filing shall not be conditions to the effectiveness of the
waiver.  Further, a director's attendance at or participation in a meeting
waives any required notice to him of the meeting unless at the beginning of
the meeting, or promptly upon his later arrival, the director objects to
holding the meeting or transacting business at the meeting because of lack of
notice or defective notice and does not thereafter vote for or assent to
action taken at the meeting.  Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the Board of Directors need
be specified in the notice or waiver of notice of such meeting.

Section 7	Quorum.  A majority of the number of Directors fixed by the Board
of Directors pursuant to Article III, Section 2 or, if no number is fixed, a
majority of the number in office immediately before the meeting begins, shall
constitute a quorum for the transaction of business at any meeting of the
Board of Directors.  If less than such majority is present at a meeting, a
majority of the Directors present may adjourn the meeting from time to time
without further notice, for a period not to exceed sixty days at any one
adjournment.

Section 8	Manner of Acting.  The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the
Board of Directors.

Section 9	Compensation.  By resolution of the Board of Directors, any
director may be paid any one or more of the following: his expenses, if any,
of attendance at meetings, a fixed sum for attendance at each meeting, a
stated salary as director, or such other compensation as the corporation and
the director may reasonably agree upon.  No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.

Section 10	Presumption of Assent.  A director of the corporation who is



                                       9
present at a meeting of the Board of Directors or committee of the Board at
which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless (i) the director objects at the beginning
of the meeting, or promptly upon his arrival, to the holding of the meeting
or the transaction of business at the meeting and does not thereafter vote
for or assent to any action taken at the meeting, (ii) the director
contemporaneously requests that his dissent or abstention as to any specific
action taken be entered in the minutes of the meeting, or (iii) the director
causes written notice of his dissent or abstention as to any specific action
to be received by the presiding officer of the meeting before its adjournment
or by the secretary promptly after the adjournment of the meeting.  A
director may dissent to a specific action at a meeting, while assenting to
others.  The right to dissent to a specific action taken at a meeting of the
Board of Directors or a committee of the Board shall not be available to a
director who voted in favor of such action.

Section 11	Committees.  By resolution adopted by a majority of all the
Directors in office when the action is taken, the Board of Directors may
designate from among its members an executive committee and one or more other
committees, and appoint one or more members of the Board of Directors to
serve on them.  To the extent provided in the resolution, each committee
shall have all the authority of the Board of Directors, except that no such
committee shall have the authority to (i) authorize distributions, (ii)
approve or propose to shareholders actions or proposals required by the
Colorado Business Corporation Act to be approved by shareholders, (iii) fill
vacancies on the Board of Directors or any committee thereof, (iv) amend the
articles of incorporation, (v) adopt, amend or repeal the bylaws, (vi)
approve a plan of merger not requiring shareholder approval, (vii) authorize
or approve the reacquisition of shares unless pursuant to a formula or method
prescribed by the Board of Directors, or (viii) authorize or approve the
issuance or sale of shares, or contract for the sale of shares or determine
the designations and relative rights, preferences and limitations of a class
or series of shares, except that the Board of Directors may authorize a
committee or officer to do so within limits specifically prescribed by the
Board of Directors.  The committee shall then have full power within the
limits set by the Board of Directors to adopt any final resolution setting
forth all preferences, limitations and relative rights of such class or
series and to authorize an amendment of the articles of incorporation stating
the preferences, limitations and relative rights of a class or series for
filing with the Secretary of State under the Colorado Business Corporation
Act.

Sections 4, 5, 6, 7, 8 and 12 of Article III, which govern meetings, notice,
waiver of notice, quorum, voting requirements and action without a meeting of
the Board of Directors, shall apply to committees and their members appointed
under this Section 11.

Neither the designation of any such committee, the delegation of authority to
such committee, nor any action by such committee pursuant to its authority
shall alone constitute compliance  by any member of the Board of Directors or
a member of the committee in question with his responsibility to conform to
the standard of care set forth in Article III, Section 14 of these bylaws.

Section 12	Informal Action by Directors.  Any action required or permitted
to be taken at a meeting of the Directors or any committee designated by the
Board of Directors may be taken without a meeting if a written consent (or



                                     10
counterparts thereof) that sets forth the action so taken is signed by all of
the Directors entitled to vote with respect to the action taken.  Such
consent shall have the same force and effect as a unanimous vote of the
Directors or committee members and may be stated as such in any document.
Unless the consent specifies a different effective time or date, action taken
under this Section 12 is effective at the time or date the last director
signs a writing describing the action taken, unless, before such time, any
director has revoked his consent by a writing signed by the director and
received by the president or the secretary of the corporation.

Section 13	Telephonic Meetings.  The Board of Directors may permit any
director (or any member of a committee designated by the Board) to
participate in a regular or special meeting of the Board of Directors or a
committee thereof through the use of any means of communication by which all
Directors participating in the meeting can hear each other during the
meeting.  A director participating in a meeting in this manner is deemed to
be present in person at the meeting.

Section 14	Standard of Care.  A director shall perform his duties as a
director, including without limitation his duties as a member of any
committee of the Board, in good faith, in a manner he reasonably believes to
be in the best interests of the corporation, and with the care an ordinarily
prudent person in a like position would exercise under similar circumstances.
In performing his duties, a director shall be entitled to rely on
information, opinions, reports or statements, including financial statements
and other financial data, in each case prepared or presented by the persons
herein designated.  However, he shall not be considered to be acting in good
faith if he has knowledge concerning the matter in question that would cause
such reliance to be unwarranted.  A director shall not be liable to the
corporation or its shareholders for any action he takes or omits to take as a
director if, in connection with such action or omission, he performs his
duties in compliance with this Section 14.

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


ARTICLE IV
OFFICERS AND AGENTS
Section 1	General.  The officers of the corporation shall be a president,
one or more vice presidents, a secretary and a treasurer, each of whom shall
be appointed by the Board of Directors and shall be a natural person eighteen
years of age or older.  One person may hold more than one office.  The Board
of Directors or an officer or officers so authorized by the Board may appoint
such other officers, assistant officers, committees and agents, including a
chairman of the Board, assistant secretaries and assistant treasurers, as
they may consider necessary.  Except as expressly prescribed by these bylaws,
the Board of Directors or the officer or officers authorized by the Board
shall from time to time determine the procedure for the appointment of
officers, their authority and duties and their compensation, provided that



                                    11
the Board of Directors may change the authority, duties and compensation of
any officer who is not appointed by the Board.

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

Section 3	Resignation and Removal.  An officer may resign at any time by
giving written notice of resignation to the president, secretary or other
person who appoints such officer.  The resignation is effective when the
notice is received by the corporation unless the notice specifies a later
effective date.

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

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

Section 5	President.  The president shall preside at all meetings of
shareholders and all meetings of the Board of Directors unless the Board of
Directors has appointed a chairman, vice chairman, or other officer of the
Board and has authorized such person to preside at meetings of the Board of
Directors.  Subject to the direction and supervision of the Board of
Directors, the president shall be the chief executive officer of the
corporation, and shall have general and active control of its affairs and
business and general supervision of its officers, agents and employees.
Unless otherwise directed by the Board of Directors, the president shall
attend in person or by substitute appointed by him, or shall execute on
behalf of the corporation written instruments appointing a proxy or proxies
to represent the corporation, at all meetings of the stockholders of any
other corporation in which the corporation holds any stock.  On behalf of the
corporation, the president may in person or by substitute or by proxy execute
written waivers of notice and consents with respect to any such meetings.  At
all such meetings and otherwise, the president, in person or by substitute or
proxy, may vote the stock held by the corporation, execute written consents



                                       12
and other instruments with respect to such stock, and exercise any and all
rights and powers incident to the ownership of said stock, subject to the
instructions, if any, of the Board of Directors.  The president shall have
custody of the treasurer's bond, if any.  The president shall have such
additional authority and duties as are appropriate and customary for the
office of president and chief executive officer, except as the same may be
expanded or limited by the Board of Directors from time to time.

Section 6	Vice Presidents.  The vice presidents shall assist the president
and shall perform such duties as may be assigned to them by the president or
by the Board of Directors.  In the absence of the president, the vice
president, if any (or, if more than one, the vice presidents in the order
designated by the Board of Directors, of if the Board makes no such
designation, then the vice president designated by the president, or if
neither the Board nor the president makes any such designation, the senior
vice president as determined by first election to that office), shall have
the powers and perform the duties of the president.

Section 7	Secretary.  The secretary shall (i) prepare and maintain as
permanent records the minutes of the proceedings of the shareholders and the
Board of Directors without a meeting, a record of all actions taken by a
committee of the Board of Directors in place of the Board of Directors on
behalf of the corporation, and a record of all waivers of notice of meetings
of shareholders and of the Board of Directors or any committee thereof, (ii)
see that all notices are duly given in accordance with the provisions of
these bylaws and as required by law, (iii) serve as custodian of the
corporate records and of the seal of the corporation and affix the seal to
all documents when authorized by the Board of Directors, (iv) keep at the
corporation's registered office or principal place of business a record
containing the names and addresses of all shareholders in a form that permits
preparation of a list of shareholders arranged by voting group and by class
or series of shares within each voting group, that is alphabetical within
each class or series and that shows the address of, and the number of shares
of each class or series held by, each shareholder, unless such a record shall
be kept at the office of the corporation's transfer agent or registrar, (v)
maintain at the corporation's principal office the originals or copies of the
corporation's articles of incorporation, bylaws, minutes of all shareholders'
meetings and records of all action taken by shareholders without a meeting
for the past three years, all written communications within the past three
years to shareholders as a group or to the holders of any class or series of
shares as a group, a list of the names and business addresses of the current
Directors and officers, a copy of the corporation's most recent corporate
report filed with the Secretary of State, and financial statements showing in
reasonable detail the corporation's assets and liabilities and results of
operations for the last three years, (vi) have general charge of the stock
transfer books of the corporation, unless the corporation has a transfer
agent, (vii) authenticate records of the corporation, and (viii) in general,
perform all duties incident to the office of secretary and such other duties
as from time to time may be assigned to him by the president or by the Board
of Directors.  Assistant secretaries, if any, shall have the same duties and
powers, subject to supervision by the secretary.  The Directors and/or
shareholders may however respectively designate a person other than the
secretary or assistant secretary to keep the minutes of their respective
meetings.

Any books, records, or minutes of the corporation may be in written form or



                                   13
in any form capable of being converted into written form within a reasonable
time.

Section 8	Treasurer.  The treasurer shall be the principal financial
officer of the corporation, shall have the care and custody of all funds,
securities, evidences of indebtedness and other personal property of the
corporation and shall deposit the same in accordance with the instructions of
the Board of Directors.  Subject to the limits imposed by the Board of
Directors, he shall receive and give receipts and acquittances for money paid
in on account of the corporation, and shall pay out of the corporation's
funds on hand all bills, payrolls and other just debts of the corporation of
whatever nature upon maturity.  He shall perform all other duties incident to
the office of the treasurer and, upon request of the Board, shall make such
reports to it as may be required at any time.  He shall, if required by the
Board, give the corporation a bond in such sums and with such sureties as
shall be satisfactory to the Board, conditioned upon the faithful performance
of his duties and for the restoration to the corporation of all books,
papers, vouchers, money and other property of whatever kind in his possession
or under his control belonging to the corporation.  He shall have such other
powers and perform such other duties as may from time to time be prescribed
by the Board of Directors or the president.  The assistant treasurers, if
any, shall have the same powers and duties, subject to the supervision of the
treasurer.

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


ARTICLE V
STOCK
Section 1	Certificates.  The Board of Directors shall be authorized to
issue any of its classes of shares with or without certificates.  The fact
that the shares are not represented by certificates shall have no effect on
the rights and obligations of shareholders.  If the shares are represented by
certificates, such shares shall be represented by consecutively numbered
certificates signed, either manually or by facsimile, in the name of the
corporation by the president, a vice president, the secretary or an assistant
secretary.  In case any officer who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer
before such certificate is issued, such certificate may nonetheless be issued
by the corporation with the same effect as if he were such officer at the
date of its issue.  The names of the owners of the certificates, the number
of shares, and the date of issue shall be entered on the books of the
corporation.  Each certificate representing shares shall state upon its face:
     i.  That the corporation is organized under the laws of Colorado;

    ii.  The name of the person to whom issued;

iii.	The number and class of the shares and the designation of the
series, if any, that the certificate represents;



                                   14

    iv.  The par value, if any, of each share represented by the certificate;

     v.  If the corporation is authorized to issue different classes of
shares or different series within a class, the certificate shall contain a
conspicuous statement, on the front or the back, that the corporation
will furnish to the shareholder, on request in writing and without
charge, information concerning the designations, preferences,
limitations, and relative rights applicable to each class, the
variations in preferences, limitations, and rights determined for each
series, and the authority of the Board of Directors to determine
variations for future classes or series; and

    vi.  Any restrictions imposed by the corporation upon the transfer of the
shares represented by the certificate.

If shares are not represented by certificates, within a reasonable time
following the issue or transfer of such shares, the corporation shall send
the shareholder a complete written statement of all of the information
required to be provided to holders of uncertificated shares by the Colorado
Business Corporation Act.

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

Section 3	Lost Certificates.  In case of the alleged loss, destruction or
mutilation of a certificate of stock, the Board of Directors may direct the
issuance of a new certificate in lieu thereof upon such terms and conditions
in conformity with law as the Board may prescribe.  The Board of Directors
may in its discretion require an affidavit of lost certificate and/or a bond
in such form and amount and with such surety as it may determine before
issuing a new certificate.

Section 4	Transfer of Shares.  Upon surrender to the corporation or to a
transfer agent of the corporation of a certificate of stock duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and receipt of such documentary stamps as may be required by law
and evidence of compliance with all applicable securities laws and other
restrictions, the corporation shall issue a new certificate to the person
entitled thereto, and cancel the old certificate.  Every such transfer of
stock shall be entered on the stock books of the corporation, which shall be
entered on the stock books of the corporation, which shall be kept at its
principal office or by the person and the place designated by the Board of
Directors.



                                          15

Except as otherwise expressly provided in Article II, Sections 7 and 11, and
except for the assertion of dissenters' rights to the extent provided in
Article 113 of the Colorado Business Corporation Act, the corporation shall
be entitled to treat the registered holder of any shares of the corporation
as the owner thereof for all purposes, and the corporation shall not be bound
to recognize any equitable or other claim to, or interest in, such shares or
rights deriving from such shares on the part of any person other than the
registered holder, including without limitation any purchaser, assignee or
transferee of such shares or rights deriving from such shares on the part of
any person other than the registered holder, including without limitation any
purchaser, assignee or transferee of such shares or rights deriving from such
shares, unless and until such other person becomes the registered holder of
such shares, whether or not the corporation shall have either actual or
constructive notice of the claimed interest of such other person.

Section 5	Transfer Agent, Registrars and Paying Agents.  The Board may at
its discretion appoint one or more transfer agents, registrars and agents for
making payment upon any class of stock, bond, debenture or other security of
the corporation.  Such agents and registrars may be located either within or
outside Colorado.  They shall have such rights and duties and shall be
entitled to such compensation as may be agreed.  The corporation and any
transfer agent, registrar or other agent shall refuse to register any
transfer of securities originally issued under Regulation S of the Securities
Act of 1933 unless such transfer is made in accordance with Regulation S,
pursuant to registration under the Securities Act of 1933 or pursuant to
exemption from registration under the Securities Act of 1933.


ARTICLE VI
INDEMNIFICATION OF CERTAIN PERSONS
Section 1	Indemnification.  For purposes of Article VI, a "Proper Person"
means any person (including the estate or personal representative of a
director) who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, and whether formal or informal, by
reason of the fact that he is or was a director, officer, employee, fiduciary
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee, fiduciary or
agent of any foreign or domestic profit or nonprofit corporation or of any
partnership, joint venture, trust, profit or nonprofit unincorporated
association, limited liability company, or other enterprise or employee
benefit plan.  The corporation shall indemnify any Proper Person against
reasonably incurred expenses (including attorneys' fees), judgments,
penalties, fines (including any excise tax assessed with respect to an
employee benefit plan) and amounts paid in settlement reasonably incurred by
him connection with such action, suit or proceeding if it is determined by
the groups set forth in Section 4 of this Article that he conducted himself
in good faith and that he reasonably believed (i) in the case of conduct in
his official capacity with the corporation, that his conduct was in the
corporation's best interests, or (ii) in all other cases (except criminal
cases), that his conduct was at least not opposed to the corporation's best
interests, or (iii) in the case of any criminal proceeding, that he had no
reasonable cause to believe his conduct was unlawful.  Official capacity
means, when used with respect to a director, the office of director and, when
used with respect to any other Proper Person, the office in a corporation



                                       16
held by the officer or the employment, fiduciary or agency relationship
undertaken by the employee, fiduciary, or agent on behalf of the corporation.
Official capacity does not include service for any other domestic or foreign
corporation or other person or employee benefit plan.

A director's conduct with respect to an employee benefit plan for a purpose
the director reasonably believed to be in the interests of the participants
in or beneficiaries of the plan is conduct that satisfies the requirements in
(ii) of this Section 1.  A director's conduct with respect to an employee
benefit plan for a purpose that the director did not reasonably believe to be
in the interests of the participants in or beneficiaries of the plan shall be
deemed not to satisfy the requirement of this section that he conduct himself
in good faith.

No indemnification shall be made under this Article VI to a Proper Person
with respect to any claim, issue or matter in connection with a proceeding by
or in the right of a corporation in which the Proper Person was adjudged
liable to the corporation or in connection with any proceeding charging that
the Proper Person derived an improper personal benefit, whether or not
involving action in an official capacity, in which he was adjudged liable on
the basis that he derived an improper personal benefit.  Further,
indemnification under this Section in connection with a proceeding brought by
or in the right of the corporation shall be limited to reasonable expenses,
including attorneys' fees, incurred in connection with the proceeding.

Section 2	Right to Indemnification.  The corporation shall indemnify any
Proper Person who was wholly successful, on the merits or otherwise, in
defense of any action, suit, or proceeding as to which he was entitled to
indemnification under Section 1 of this Article VI against expenses
(including attorneys' fees) reasonably incurred by him in connection with the
proceeding without the necessity of any action by the corporation other than
the determination in good faith that the defense has been wholly successful.

Section 3	Effect of Termination of Action.  The termination of any action,
suit or proceeding by judgment, order, settlement or conviction, or upon a
plea of nolo contendere or its equivalent shall not of itself create a
presumption that the person seeking indemnification did not meet the
standards of conduct described in Section 1 of this Article VI.  Entry of a
judgment by consent as part of a settlement shall not be deemed an
adjudication of liability, as described in Section 2 of this Article VI.

Section 4	Groups Authorized to Make Indemnification Determination.  Except
where there is a right to indemnification as set forth in Sections 1 or 2 of
this Article or where indemnification is ordered by a court in Section 5, any
indemnification shall be made by the corporation only as determined in the
specific case by a proper group that indemnification of the Proper Person is
permissible under the circumstances because he has met the applicable
standards of conduct set forth in Section 1 of this Article.  This
determination shall be made by the Board of Directors by a majority vote of
those present at a meeting at which a quorum is present, which quorum shall
consist of Directors not parties to the proceeding ("Quorum").  If a Quorum
cannot be obtained, the determination shall be made by a majority vote of a
committee of the Board of Directors designated by the Board, which committee
shall consist of two or more Directors not parties to the proceeding, except
that Directors who are parties to the proceeding may participate in the
designation of Directors for the committee.  If a Quorum of the Board of



                                          17
Directors cannot be obtained and the committee cannot be established, or even
if a Quorum is obtained or the committee is designated and a majority of the
Directors constituting such Quorum or committee so directs, the determination
shall be made by (i) independent legal counsel selected by a vote of the
Board of Directors or the committee in the manner specified in this Section 4
or, if a Quorum of the full Board of Directors cannot be obtained and a
committee cannot be established, by independent legal counsel selected by a
majority vote of the full Board (including Directors who are parties to the
action) or (ii) a vote of the shareholders.

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

Section 5	Court-Ordered Indemnification.  Any Proper Person may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction for mandatory indemnification under Section 2 of this
Article, including indemnification for reasonable expenses incurred to obtain
court-ordered indemnification.  If a court determines that the Proper Person
is entitled to indemnification under Section 2 of this Article, the court
shall order indemnification, including the Proper Person's reasonable
expenses incurred to obtain court-ordered indemnification.  If the court
determines that such Proper Person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not he
met the standards of conduct set forth in Section 1 of this Article or was
adjudged liable in the proceeding, the court may order such indemnification
as the court deems proper except that if the Proper Person has been adjudged
liable, indemnification shall be limited to reasonable expenses incurred in
connection with the proceeding and reasonable expenses incurred to obtain
court-ordered indemnification.

Section 6	Advance of Expenses.  Reasonable expenses (including attorneys'
fees) incurred in defending an action, suit or proceeding as described in
Section 1 may be paid by the corporation to any Proper Person in advance of
the final disposition of such action, suit or proceeding upon receipt of (i)
a written affirmation of such Proper Person's good faith belief that he has
met the standards of conduct prescribed by Section 1 of this Article VI, (ii)
a written undertaking, executed personally or on the Proper Person's behalf,
to repay such advances if it is ultimately determined that he did not meet
the prescribed standards of conduct (the undertaking shall be an unlimited
general obligation of the Proper Person but need not be secured and may be
accepted without reference to financial ability to make repayment), and (iii)
a determination is made by the proper group (as described in Section 4 of
this Article VI) that the facts as then known to the group would not preclude
indemnification.  Determination and authorization of payments shall be made
in the same manner specified in Section 4 of this Article VI.

Section 7	Additional Indemnification to Certain Persons Other Than
Directors.  In addition to the indemnification provided to officers,
employees, fiduciaries or agents because of their status as Proper Persons
under this Article, the corporation may also indemnify and advance expenses
to them if they are not Directors of the corporation to a greater extent than
is provided in these bylaws, if not inconsistent with public policy, and if



                                    18
provided for by general or specific action of its Board of Directors or
shareholders or by contract.

Section 8	Witness Expenses.  The sections of this Article VI do not limit
the corporation's authority to pay or reimburse expenses incurred by a
director in connection with an appearance as a witness in a proceeding at a
time when he has not been made a named defendant or respondent in the
proceeding.

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


ARTICLE VII
PROVISION OF INSURANCE
Section 1	Provision of Insurance.  By action of the Board of Directors,
notwithstanding any interest of the Directors in the action, the corporation
may purchase and maintain insurance, in such scope and amounts as the Board
of Directors deems appropriate, on behalf of any person who is or was a
director, officer, employee, fiduciary or agent of the corporation, or who,
while a director, officer, employee, fiduciary or agent of the corporation,
is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee fiduciary or agent of any other foreign or
domestic corporation or of any partnership, joint venture, trust, profit or
nonprofit unincorporated association, limited liability company, other
enterprise or employee benefit plan, against any liability asserted against,
or incurred by, him in that capacity or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of Article VI or applicable law.  Any
such insurance may be procured from any insurance company designated by the
Board of Directors of the corporation, whether such insurance company is
formed under the laws of Colorado or any other jurisdiction of the United
States or elsewhere, including any insurance company in which the corporation
has an equity interest or any other interest, through stock ownership or
otherwise.


ARTICLE V
MISCELLANEOUS
Section 1	Seal.  The Board of Directors may adopt a corporate seal, which
shall be circular in form and shall contain the name of the corporation and
the words, "Seal, Colorado."

Section 2	Fiscal Year.  The fiscal year of the corporation shall be as
established by the Board of Directors.

Section 3	Amendments.  The Board of Directors shall have power, to the
maximum extent permitted by the Colorado Business Corporation Act, to make,
amend and repeal the bylaws of the corporation at any regular or special
meeting of the Board unless the shareholders, in making, amending or



                                      19
repealing a particular bylaw, expressly provide that the Directors may not
amend or repeal such bylaw.  The shareholders also shall have the power to
make, amend or repeal the bylaws of the corporation at any annual meeting or
at any special meeting called for that purpose.

Section 4	Receipt of Notices by the Corporation.  Notices, shareholder
writings consenting to action, and other documents or writings shall be
deemed to have been received by the corporation when they are actually
received: (1) at the registered office of the corporation in Colorado; (2) at
the principal office of the corporation (as that office is designated in the
most recent document filed by the corporation with the secretary of state for
Colorado designating a principal office) addressed to the attention of the
secretary of the corporation; (3) by the secretary of the corporation
wherever the secretary may be found; or (4) by any other person authorized
from time to time by the Board of Directors or the president to receive such
writings, wherever such person is found.

Section 5	Gender.  The masculine gender is used in these bylaws as a matter
of convenience only and shall be interpreted to include the feminine and
neuter genders as the circumstances indicate.

Section 6	Conflicts.  In the event of any irreconcilable conflict between
these bylaws and either the corporation's articles of incorporation or
applicable law, the latter shall control.

Section 7	Definitions.  Except as otherwise specifically provided in these
bylaws, all terms used in these bylaws shall have the same definition as in
the Colorado Business Corporation Act.






























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