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<SEC-DOCUMENT>0001003297-04-000418.txt : 20041021
<SEC-HEADER>0001003297-04-000418.hdr.sgml : 20041021
<ACCEPTANCE-DATETIME>20041021141411
ACCESSION NUMBER:		0001003297-04-000418
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041019
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041021
DATE AS OF CHANGE:		20041021

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PRO DEX INC
		CENTRAL INDEX KEY:			0000788920
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047]
		IRS NUMBER:				841261240
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-14942
		FILM NUMBER:		041089389

	BUSINESS ADDRESS:	
		STREET 1:		MICRO MOTORS, INC.
		STREET 2:		151 EAST COLUMBINE
		CITY:			SANTA ANA
		STATE:			CA
		ZIP:			92707
		BUSINESS PHONE:		714-241-4411

	MAIL ADDRESS:	
		STREET 1:		MICRO MOTORS INC.
		STREET 2:		151 EAST COLUMBINE
		CITY:			SANTA ANA
		STATE:			CA
		ZIP:			92707
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>pdex8k1.htm
<TEXT>
<html>

<head>


<title>Pro-Dex 8K for 10/19/2004</title>



</head>

<body lang=EN-US link=blue vlink=purple>



<p align="center">&nbsp;</p>
<p align="center"><b>UNITED STATES<br>
SECURITIES AND EXCHANGE COMMISSION<br>
Washington</b><b>,
 D.C.</b><b>&nbsp; 20549</b></p>





<p align=center style='text-align:center'><b>FORM 8-K</b></p>

<p align="center"><b>CURRENT REPORT</b><br>
<b>Pursuant to Section 13 OR 15(d) of the<br>
Securities Exchange Act of 1934</b></p>



<p align=center style='text-align:center'>Date of Report <br>
(Date of earliest event reported)<b> <br>
October 19, 2004<br>
&nbsp;</b></p>





<p align=center style='text-align:center'><b>PRO-DEX, INC.<br>
</b>(Exact name of registrant as specified in its charter)</p>

<p align=center style='text-align:center'><b>&nbsp;0-14942<br>
</b>(Commission File Number)</p>
<p align=center style='text-align:center'><b>COLORADO<br>
</b>(State or other jurisdiction of incorporation)</p>



<p align=center style='text-align:center'><b>84-1261240<br>
</b>(IRS Employer Identification Number)</p>

<p align=center style='text-align:center'><b>151 East Columbine Avenue<br>
Santa Ana</b><b>,
 California 92707<br>
</b>&nbsp;(Address of Principal Executive Offices)<br>
<b>(714) 241-4411<br>
</b>(Registrant's Telephone Number, Including Area Code)</p>



<p style='text-autospace:none; margin-top:0; margin-bottom:0.001pt'>
<font size="2">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 ( <i>see </i>General
Instruction A.2. below): </font> </p>

<p style='text-autospace:none; margin-top:0; margin-bottom:0.001pt'>
<font size="2">[ ] &nbsp;Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </font> </p>

<p style='text-autospace:none; margin-top:0; margin-bottom:0.001pt'>
<font size="2">[ ] &nbsp;Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </font> </p>

<p style='text-autospace:none; margin-top:0; margin-bottom:0.001pt'>
<font size="2">[ ] &nbsp;Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) </font> </p>

<p style='text-autospace:none; margin-top:0; margin-bottom:0.001pt'>
<font size="2">[ ] &nbsp;Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) </font> </p>





&nbsp;<p>&nbsp;</p>
<p>&nbsp;</p>
<hr color="#000000">
<p><b><u><br
clear=all style='page-break-before:always'>
</u></b>





</p>





<p><b><u>Item 5.03</u></b><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year. </u></b></p>

<p style="text-indent: 1in">On
October 19, 2004, Article II, Section 2.2, Paragraph 3, of the Bylaws of&nbsp;
Pro-Dex, Inc. was amended to add a new sentence at the end of such paragraph
that more clearly sets forth the time period during which a shareholder may
bring a director nomination.&nbsp; A complete
copy of the bylaws, as amended, is attached to this Form&nbsp;8-K as
Exhibit&nbsp;3.1.</p>





<p><b><u>Item 9.01</u></b><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Financial Statements and
Exhibits</u></b></p>

<p>&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Exhibits.</p>



<p style='margin-top:12.0pt;margin-right:0in;
margin-bottom:0in;margin-left:0in;margin-bottom:.0001pt;text-indent:.5in'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Exhibit
3.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Bylaws, as amended and restated, dated October 19, 2004.&nbsp; </p>
<p style='margin-top:12.0pt;margin-right:0in;
margin-bottom:0in;margin-left:0in;margin-bottom:.0001pt;text-indent:.5in'>&nbsp;</p>
<p style='margin-top:12.0pt;margin-right:0in;
margin-bottom:0in;margin-left:0in;margin-bottom:.0001pt;text-indent:.5in'>&nbsp;</p>
<p style='margin-top:12.0pt;margin-right:0in;
margin-bottom:0in;margin-left:0in;margin-bottom:.0001pt;text-indent:.5in'>&nbsp;</p>
<p style='margin-top:12.0pt;margin-right:0in;
margin-bottom:0in;margin-left:0in;margin-bottom:.0001pt;text-indent:.5in'>&nbsp;</p>
<p style='margin-top:12.0pt;margin-right:0in;
margin-bottom:0in;margin-left:0in;margin-bottom:.0001pt;text-indent:.5in'>&nbsp;</p>
<p style='margin-top:12.0pt;margin-right:0in;
margin-bottom:0in;margin-left:0in;margin-bottom:.0001pt;text-indent:.5in'>&nbsp;</p>
<p style='margin-top:12.0pt;margin-right:0in;
margin-bottom:0in;margin-left:0in;margin-bottom:.0001pt;text-indent:.5in'>&nbsp;</p>
<p style='margin-top:12.0pt;margin-right:0in;
margin-bottom:0in;margin-left:0in;margin-bottom:.0001pt;text-indent:.5in'>&nbsp;</p>
<p style='margin-top:12.0pt;margin-right:0in;
margin-bottom:0in;margin-left:0in;margin-bottom:.0001pt;' align="center">2</p>
<hr color="#000000">

<br clear=all
style='page-break-before:always'>


<p align=center style='text-align:center'><b>SIGNATURES</b></p>





<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.</p>





<p>Date:&nbsp; October 19, 2004&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b>PRO-DEX, INC. </b></p>
<p>&nbsp;</p>





<p style='margin-left:3.25in'>By:
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>/s/&nbsp; Patrick Johnson&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<br>
</u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Patrick Johnson<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; President and Chief Executive Officer</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>

<p align="center">3</p><hr color="#000000">
<p>&nbsp;</p>

<br clear=all
style='page-break-before:always'>


<p align=center style='text-align:center'><b>INDEX TO EXHIBITS</b></p>

<p><b>&nbsp;</b></p>

<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </b></p>

<p><b>&nbsp;&nbsp;  Exhibit</b><br>
<b><u>&nbsp; Number&nbsp; </u></b><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Description&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u></b>
</p>



<p style='margin-left:1.0in;text-indent:-.75in'>3.1 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Bylaws,
as amended and restated, dated October 19, 2004.</p>
<p style='margin-left:1.0in;text-indent:-.75in'>&nbsp;</p>
<p style='margin-left:1.0in;text-indent:-.75in'>&nbsp;</p>
<p style='margin-left:1.0in;text-indent:-.75in'>&nbsp;</p>
<p style='margin-left:1.0in;text-indent:-.75in'>&nbsp;</p>
<p style='margin-left:1.0in;text-indent:-.75in'>&nbsp;</p>
<p style='margin-left:1.0in;text-indent:-.75in'>&nbsp;</p>
<p style='margin-left:1.0in;text-indent:-.75in'>&nbsp;</p>
<p style='margin-left:1.0in;text-indent:-.75in'>&nbsp;</p>
<p style='margin-left:1.0in;text-indent:-.75in'>&nbsp;</p>
<p style='margin-left:1.0in;text-indent:-.75in'>&nbsp;</p>
<p align="center">4</p>











</body>

</html>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>ex3-1.htm
<TEXT>
<html>

<head>


<title>Exhibit 3.1</title>



</head>

<body lang=EN-US>



















<p align=center style='text-align:center'><b>BYLAWS</b></p>

<p align=center style='text-align:center'><b>OF<br>
PRO-DEX
HOLDINGS, INC.</b></p>

<p align=center style='text-align:center'><b>ARTICLE
I</b></p>

<p align=center style='text-align:center'><b>Offices</b></p>



<p style='text-align:justify'>1.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Principal Office:&nbsp; The
principal office of the Corporation shall initially be in Boulder, Colorado, but the Board of Directors, in its discretion, may keep and maintain offices
wherever the business of the Corporation may require.</p>



<p style='text-align:justify'>1.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Registered Office and
Agent:&nbsp; The Corporation shall have and continuously maintain in the State of Colorado a registered office, which may be the same as its principal office, and a
registered agent whose business office is identical with such registered
office.&nbsp; The Corporation may change its registered office or change its
registered agent, or both, upon filing a statement as specified by law in the
office of the Secretary of State of Colorado.</p>

<p align=center style='text-align:center'><b>ARTICLE
II</b></p>

<p align=center style='text-align:center'><b>Meetings
of Shareholders</b></p>

<p style='text-align:justify'>2.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Time and Place</u>:&nbsp;
Any meeting of the shareholders may be held at such time and place, within or
outside the State of Colorado, as may be fixed by the Board of Directors or as
shall be specified in the notice of the meeting or waiver of notice of the
meeting.&nbsp; If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal office of the Corporation.</p>



<p style='text-align:justify'>2.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Annual and Specific
Meetings</u>:&nbsp; Annual meetings of the shareholders for the election of directors
and for the transaction of such other business as properly may come before the
meeting shall be held at such place, within or without the State of Colorado, and time as shall be determined by the Board.&nbsp; Special meetings of the
shareholders, for any purpose or purposes, unless otherwise prescribed by law
or by the Articles of Incorporation, may be called by the President, the
Secretary at the request in writing of, or resolution adopted by, a majority of
members of the entire Board, or by the holders of not less than 10% of all
shares entitled to vote at the meeting.</p>

<p style='text-align:justify'>&nbsp;</p>
<p style='text-align:justify'>&nbsp;</p>
<p style='text-align:justify'>&nbsp;</p>

<p align=center style='text-align:center'>1</p>

<div class=MsoBodyTextFirstIndent align=center style='margin-bottom:0in;
margin-bottom:.0001pt;text-align:center;text-indent:0in'>

<hr size=2 width="100%" noshade color=navy align=center>

</div>



<br clear=all
style='page-break-before:always'>










<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; At any
meeting of shareholders, only such business shall be conducted as shall have
been properly brought before the meeting.&nbsp; To be properly brought before a
meeting, business must be (a) specified in the notice of the meeting (or any
supplement thereto) given by or at the direction of the Board, (b) otherwise
properly brought before the meeting by or at the direction of the Board, or (c)
otherwise properly brought before the meeting by a shareholder.&nbsp; For business
to be properly brought before a meeting by a shareholder, the shareholder must
have given timely notice thereof in writing to the Secretary of the
Corporation.&nbsp; A shareholder's notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the meeting (i) a brief
description of the business desired to be brought before the meeting, (ii) the
name and address, as they appear on the Corporation's books, of the shareholder
proposing such business, (iii) the class and number of shares of the
Corporation which are beneficially owned by the shareholder, and (iv) any
material interest of the shareholder in such business.&nbsp;&nbsp; Notwithstanding
anything in the Bylaws to the contrary, no business shall be conducted at a
meeting except in accordance with the procedures set forth in this Section
2.2.&nbsp; To be timely, a shareholder's notice must be received at the principal
executive offices of the Corporation in accordance with the time period or
periods set forth in Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, or any successor thereto.</p>

<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Subject to
the rights of the holders of any class or series of stock having the right to
elect a director or directors, nominations for the election of directors may be
made by the Board of Directors or by any shareholders entitled to vote for the
election of directors.&nbsp; Any shareholder entitled to vote for the election of
directors may nominate at the meeting persons for election as directors only if
written notice of such shareholder's intent to make such nomination is given.&nbsp;
Each such notice shall set forth:&nbsp; (a) the name and address of the shareholder
who intends to make the nomination and of each person to be nominated, (b) a
representation that the shareholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice of directors, (c) a description of all arrangements or understandings
between the shareholder and each proposed nominee or any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder, (d) such other information
regarding each nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission for such nominee to be nominated by the
Board, and (e) the consent of each proposed nominee to serve as a director of
the Corporation if so elected.&nbsp; For a director nomination to be timely, a
shareholder's notice concerning such nomination and containing the information
set forth above, must be received at the principal executive offices of the
Corporation in accordance with the time period or periods set forth in rule
14a-8 under the Securities and Exchange Act of 1934, as amended, or any
successor thereto.</p>

<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
presiding officer at any meeting may refuse to permit any business to be brought
before such meeting without compliance with the foregoing procedures and at any
meeting of shareholders to elect directors may refuse to permit the nomination
of any persons to be made without compliance with the foregoing procedures.</p>

<p align=center style='text-align:center'>2</p>

<div class=MsoNormal align=center style='text-align:center'>

<hr size=2 width="100%" noshade color=navy align=center>

</div>



<br clear=all
style='page-break-before:always'>










<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Closing
of Transfer Books</u>: Fixing of Record Date:&nbsp; For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, of 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 of the Corporation may provide that the stock
transfer books shall be closed for a stated period but not to exceed, in any
case, fifty days.&nbsp; If the stock transfer books shall be closed for the purpose
of determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten days immediately
preceding such meeting.&nbsp; In lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty
days (seventy days after July 1, 1994) and, in the 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.&nbsp; If the
stock transfer books are not closed and no record date is given for the
determination of shareholders entitled to notice of or to vote at the 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.&nbsp;
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Voting
List</u>:&nbsp; At least ten days before each meeting of shareholders (or, after
July 1, 1994, the earlier of ten days before the meeting or two business days
after notice of the meeting is given), the officer or agent having charge of
the stock transfer books for the Corporation's shares shall make, or cause to
be made, a complete list by voting groups of the shareholders entitled to vote
at such meeting, or any adjournment of such meeting, which list shall be
arranged in alphabetical order and shall contain the address of and number of
shares held by each shareholder.&nbsp; This list shall be kept on file at the
principal office of the Corporation or as required by the Colorado Corporate
Code and any successor thereto, shall be produced and kept open at the meeting,
and shall be subject to inspection by any shareholder for any purpose germane
to the meeting during the whole time of the meeting.&nbsp; The stock transfer books
shall be made available to any eligible shareholder upon proof of compliance
with the applicable provisions of the Colorado Corporation Code and any
successor thereto, including the notice requirements.&nbsp; The original stock
transfer books shall be the prima facie evidence as to who are the shareholders
entitled to examine the record of transfer books or to vote at any meeting of
shareholders.</p>



<p align=center style='text-align:center'>3</p>

<div class=MsoNormal align=center style='text-align:center'>

<hr size=2 width="100%" noshade color=navy align=center>

</div>



<br clear=all
style='page-break-before:always'>










<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Notices</u>:&nbsp;
Written notice stating the place, day and hour of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall, unless otherwise prescribed by statute, be delivered not less than ten
nor more than fifty days (sixty days after July 1, 1994) before the date of the
meeting, either personally or by mail, by or at the direction of the President,
the Board of Directors of other person(s) calling the meeting, to each
shareholder of record entitled to vote at such meeting; provide, however, that
if the meeting is called by or at the request of any person(s) other than the
President or the Board of Directors or if the authorized shares of the Corporation
are to be increased, at least thirty days' notice shall be given.&nbsp; If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail, postage prepaid, addressed to the shareholder at his address as it
appears on the stock transfer books of the Corporation.&nbsp; If delivered personally,
such notice shall be deemed to be delivered when handed to the shareholder or
deposited at his address as it appears on the stock transfer books of the
Corporation.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Meeting of All Shareholders</u>:&nbsp;
If all of the shareholders shall meet at any time and place, either within or
outside the State of Colorado, and consent to the holding of the meeting at
such time and place, such meeting shall be valid without call or notice; and at
such meeting any corporate action may be taken.</p>

<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Quorum</u>:&nbsp;
Except as otherwise provided in the Colorado Corporation Code or the Articles
of Incorporation, one-third of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at any meeting of the
shareholders.&nbsp; If a quorum shall not be present or represented, a majority of
the shares so represented may adjourn the meeting from time to time, for a
period not to exceed sixty days (one hundred twenty days after July 1, 1994) at
any one adjournment.&nbsp; At any such adjourned meeting at which a quorum is
represented, any business may be transacted which might have been transacted at
the meeting originally called.&nbsp; The shareholders present or represented at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.&nbsp; Unless the adjournment is for more than thirty days (one hundred
twenty days after July 1, 1994) or unless after the adjournment &nbsp;a new record
date is fixed for the adjourned meeting, no notice of the adjourned meeting
need be given other than announcement at the meeting at which adjournment is
taken.&nbsp; Until July 1, 1994, if a quorum is present, then except as otherwise
provided herein, the affirmative vote of a majority of the shares represented
at the meeting and entitled to vote on the subject matter shall be the act of
the shareholders, unless the vote of a greater proportion or number or voting
by classes is otherwise required by law or by the Articles of Incorporation or
these Bylaws.&nbsp; From and after July 1, 1994, 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 of voting by class is required by law or the Articles of Incorporation.</p>

<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Proxies</u>:&nbsp;
At all meetings of shareholders, a shareholder may vote in person or by proxy
executed in writing by the shareholder or by a duly authorized
attorney-in-fact.&nbsp; Such proxy shall be filled with the officer or agent having
charge of the stock transfer books for shares before or at the time of the
meeting.&nbsp; No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.9&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Voting</u>:&nbsp;
Unless otherwise provided by the Articles of Incorporation, each outstanding
share entitled to vote shall be entitled to one vote for each matter submitted
to a vote at the meeting of shareholders.&nbsp; Voting on any question or in any
election may be by voice vote unless the presiding officer shall order or any
shareholder present in person or by proxy and entitled to vote shall demand
that voting be by written ballot.&nbsp; Cumulative voting in the election of
directors shall not be allowed.&nbsp; From and after July 1, 1994, at each election
of directors, that number of candidates equaling the number of directors to be
elected, having the highest number of votes cast in favor of their election,
shall be elected to the Board of Directors.</p>

<p align=center style='text-align:center'>4</p>

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<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.10&nbsp;&nbsp;&nbsp;&nbsp; <u>Waiver</u>:&nbsp;
Whenever the law or these Bylaws require a notice of a meeting to be given, a
written waiver of notice signed by a shareholder entitled to notice, whether before,
at, or after the time stated in the notice, shall be equivalent to the giving
of notice.&nbsp; By attending a meeting, a shareholder; (a) waives objection to lack
of notice or defective notice of such meeting unless the shareholder, at the
beginning of the meeting, objects to the holding of the meeting or the
transacting of business as the meeting; and (b) waives objection to
consideration at such 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.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.11&nbsp; &nbsp;&nbsp; <u>Action by
Shareholders Without a Meeting</u>:&nbsp; Any action required or permitted at be
taken at a meeting of the shareholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all
of the shareholders entitled to vote with respect to such action.&nbsp; Such consent
may be executed in counterparts.&nbsp; Such action shall be effective when all
shareholders entitled to vote have signed the consent, unless the consent
specifies a different effective date.&nbsp; The record date for determining
shareholders entitled to take action without a meeting shall be the date the
Corporation first receives a writing upon which a consent is taken.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.12&nbsp;&nbsp;&nbsp;&nbsp; <u>Voting of
Shares by Certain Shareholders</u>:&nbsp; Shares standing in the name of another
corporation may be voted by such officer, agent or proxy as the Bylaws of such
corporation may prescribe, or, in the absence of such provision, as the board
of directors of such other corporation may determine.&nbsp; Shares standing the name
of a deceased person, a minor ward or an incompetent person may be voted by an
administrator, executor, court-appointed guardian or conservator, either in
person or by proxy without a transfer of such shares into the name of such
administrator, executor, court-appointed guardian or conservator.&nbsp; Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name.&nbsp; Shares standing in the name of a
receiver may be voted by such receiver and shares held by or under the control
of a receiver may be voted by such receiver without the transfer thereof into
the trustee's name if authority so to do be contained in an appropriate order
of the court by which such receiver was appointed.&nbsp; A shareholder whose shares
are pledged shall be entitled to vote such shares until the shares have been
transferred into the name of the pledge, and thereafter the pledge shall be
entitled to vote the shares so transferred.</p>



<p align=center style='text-align:center'>ARTICLE III</p>



<p align=center style='text-align:center'>Directors</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Authority
of the Board of Directors</u>:&nbsp; The business and affairs of the Corporation
shall be managed by a Board of Directors which shall exercise all the powers of
the Corporation, except as otherwise provided by Colorado law or the Articles
of Incorporation of the Corporation.</p>

<p align=center style='text-align:center'>5</p>

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<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Number</u>:&nbsp;
The number of directors of this Corporation shall, in no case, be less than
three; except that there need be only as many directors as there are
shareholders in the event that the outstanding shares are held of record by
fewer than three shareholders.&nbsp; Subject to such limitation, the number of
directors shall be fixed by resolution of the Board of Directors, but no decrease
shall have the effect of shortening the term of any incumbent director.&nbsp; From
and after July 1, 1994, the directors shall be divided into three classes as
nearly equal as is possible, designated Class I, Class II, Class III.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Qualifications</u>:&nbsp;
Directors shall be natural persons of the age of eighteen years or older, but
need not be residents of the state of Colorado or shareholders of the
Corporation.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Chairman
of the Board</u>:&nbsp; There may be a Chairman of the Board, who has been elected
from among the directors.&nbsp; He shall preside at all meetings of the shareholders
and of the Board of Directors.&nbsp; He shall have such other powers and duties as
may be prescribed by the Board of Directors.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Vacancies,
Term, Removal</u>:&nbsp; Any director may resign at any time by giving written
notice to the Corporation.&nbsp; Such resignation shall take effect at the time the
notice is received by the Corporation unless the notice specifies a later
effective date.&nbsp; Any vacancy occurring on the Board o f Directors and any directorship
to be filled by reason of an increase in the number of directors may be filled
by reason of an increase in the number of directors ay be filled by the
affirmative vote of a majority, though less than a quorum, of the remaining
directors.&nbsp; A director elected to fill a vacancy shall hold office during the
unexpired term of his predecessor in office.&nbsp; Until July 1, 1994, each director
shall hold office until the next annual meeting of shareholders and until his
successor has been elected and qualified.&nbsp; From and after July 1, 1994, Class I
directors shall hold office for one year or until the first annual meeting of
shareholders following such date; Class II directors shall hold office for two
years or until the second annual meeting of shareholders following such date;
and Class III directors shall hold office for three years or until the third
annual meeting of shareholders following such date; and in each case, until
their successors shall be duly elected and shall qualify.&nbsp; At each future annual
meeting of shareholders, successors to the class of directors whose terms
expire at that annual meeting shall be elected for a three-year term.&nbsp; If the
number of directors is changed as provided in the Articles of Incorporation and
in these Bylaws, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly equal
as possible, and any additional director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term which
shall coincide with the remaining term of that class.&nbsp; Until July 1, 1994, any
director may be removed at a meeting expressly called for that purpose, with or
without cause, in the manner prescribed in the Colorado Corporation code.&nbsp; From
and after July 1, 1994, the shareholders shall not have the right to remove any
one or all of the directors except for cause and in the manner prescribed in
the Colorado Business Corporation Act, and any successor thereto.</p>

<p align=center style='text-align:center'>6</p>

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<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Election
By Shareholders of Preferred Stock</u>:&nbsp; Notwithstanding the foregoing section,
whenever the holders of any one or more classes or series of preferred stock
shall have the right, voting separately by class or series, to elect directors
at an annual or special meeting of shareholders, the election, term of office,
filling of vacancies and other features of such directorships shall be governed
by the terms of the Articles of Incorporation applicable thereto.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Meetings</u>:&nbsp;
A regular meeting of the Board of Directors shall be held immediately after,
and at the same place as, the annual meeting of shareholders.&nbsp; No notice of
this meeting of the Board of Directors, other than this Bylaw, need be given.&nbsp;
The Board of Directors, or any committee designated by the Board of Directors,
may, by resolution, establish a time and place of additional regular meetings
which may be held without further notice other than such resolution.&nbsp; Special
meetings for the Board, or any committee designed by the Board, may be called
by or at the direction of the Chairman of the Board of President, and shall be
called by the Chairman of the Board or President or the Secretary upon the
written request of a majority of the directors or of such committee.&nbsp; The
request shall state the date, time, place and purpose or purposes of the
proposed meeting.&nbsp; Members of the Board of Directors or any committee designed
by the Board may participate in a Board or committee meeting by means of a
conference telephone or similar communications equipment by which all persons
participating in the meeting can hear each other at the same time.&nbsp; Such
participation shall constitute presence in person at the meeting.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Quorum;
Voting</u>:&nbsp; Except as provided in these Bylaws, a majority of the number of
directors fixed in accordance with these Bylaws or, if no number is fixed, a
majority of the number then in office shall constitute a quorum for the
transaction of business at all meetings of the Board of Directors.&nbsp; The act of
a majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors, except as otherwise specifically
required by law or by the Articles of Incorporation. A majority of the
directors present, whether or not a quorum is present, may adjourn any meeting
to another place, date and time.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.9&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Conduct
of Meeting</u>:&nbsp; At each meeting of the Board, the Chairman of the Board shall
act as chairman of the meeting or, in the absence of the Chairman of the Board,
the President shall act as Chairman of the meeting.&nbsp; The Secretary or, in is
absence, any person appointed by the Chairman of the meeting, shall act as
secretary of the meeting and keep the minutes thereof.&nbsp; The order of business
at all meetings of the Board shall be as determined by the Chairman of the meeting.</p>



<p align=center style='text-align:center'>7</p>

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<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.10&nbsp;&nbsp;&nbsp;&nbsp; <u>Committees
of the Board</u>:&nbsp; The Board, by resolution adopted by a majority of the entire
Board, may designate any committee, each consisting of one or more directors.&nbsp;
Each committee (including the members thereof) shall serve at the pleasure of
the Board and shall keep minutes of its meetings and report the same to the
Board.&nbsp; The Board may designate one or more directors as alternate members of
any committee.&nbsp; Except as limited by law, each committee, to the extent
provided in the resolution establishing it, shall have and may exercise all the
powers and authority of the Board with respect to all matters.&nbsp; A majority of
all members of a committee shall constitute a quorum for the transaction of
business and the vote of a majority of all members of a committee present at a
meeting at which a quorum is present shall be the act of the committee.&nbsp; Each
committee shall adopt whatever other rules or procedure it determines for the
conduct of its activities.&nbsp; The Board may provide by resolution such powers,
limitations and additional procedures for such committees as the Board deems
advisable.&nbsp; However, no such committee shall have the authority of the Board
with reference to approving or recommending to shareholders any action
prohibited by the Colorado Corporation Code and any successor thereto.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.11&nbsp;&nbsp;&nbsp;&nbsp; <u>Presumption
of Assent</u>:&nbsp; A director of the Corporation who is present at a meeting of
the Board of Directors or any committee thereof at which corporate action is
taken shall be presumed to have assented to the action taken unless he objects
at the beginning of such meeting to the holding of the meeting or the
transacting of business thereat, or he shall contemporaneously request that his
dissent from the action taken be entered in the minutes of the meeting, or he
shall file his written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the Secretary of the Corporation immediately
after adjournment of the meeting.&nbsp; Such right to dissent shall not apply to a
director who voted in favor of such action.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.12&nbsp;&nbsp;&nbsp;&nbsp; <u>Action by
Directors Without a Meeting</u>:&nbsp; Any action required to or which may be taken
at a meeting of the Board of Directors or any committee of the directors may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the directors, or committee members entitled
to vote with respect to the proposed action, and shall be delivered to the Secretary
for inclusion in the minutes or for filing with the corporate records.&nbsp; Such
consent shall be effective when all directors or committee members have signed
the consent, unless the consent specifies a different date.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.13&nbsp;&nbsp;&nbsp;&nbsp; <u>Compensation</u>:&nbsp;
By resolution of the Board of Directors and irrespective of any personal
interest of any of the members, each director may be paid his expenses, if any,
of attendance at each meeting of the Board of Directors, and may be paid a
stated salary as director or a fixed sum for attendance at each meeting of the
Board of Directors or both.&nbsp; No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefore.</p>



<p align=center style='text-align:center'>8</p>

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<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.14&nbsp;&nbsp;&nbsp;&nbsp; <u>Performance
of Duties</u>:&nbsp; A director of the Corporation shall perform his duties as a
director, including his duties as a member of any committee of the Board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the Corporation, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances.&nbsp; 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 persons and groups listed
in this Bylaw; but 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.&nbsp; A person who so performs his duties shall not have any
liability by reason of being or having been a director of the Corporation.&nbsp;
Those persons and groups on whose information, opinions, reports and statements
a director is entitled to rely are:&nbsp; one or more officers or employees of the
Corporation whom the director reasonably believes to be reliable and competent
in the matters presented; counsel, public accountants or other persons as to
matters which the director reasonably believes to be within such persons'
professional or expert competence; or , a committee of the Board upon which he
does not serve, duly designated in accordance with a provision of the Articles
of Incorporation or these Bylaws, as to matters within its designated
authority, which committee the director reasonably believes to merit
confidence.</p>



<p align=center style='text-align:center'>ARTICLE IV</p>



<p align=center style='text-align:center'>Officers</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Number,
Election and Term</u>:&nbsp; The officers of the Corporation shall be a Chief
Executive Officer, a President, a Secretary and a Treasurer, each of whom shall
be elected by the Board of Directors.&nbsp; Such other officers and assistant
officers as may be deemed necessary may be elected or appointed by the Board of
Directors.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Duties</u>:&nbsp;
</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Chief
Executive Officer shall have general active management of the business of the
Corporation, and in the absence of the Chairman of the Board, shall preside at
all meetings of the shareholders and the Board; and shall see that all orders
and resolutions of the Board are carried into effect.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
President, in the absence of the Chairman of the Board and the Chief Executive
Officer, shall preside at all meetings of the shareholders and the Board.&nbsp; The
President shall have general supervision of the affairs of the Corporation,
shall sign or countersign all certificates, contracts or other instruments of
the Corporation as authorized by the Board, shall make reports to the Board and
shareholders, and shall perform any and all of the duties as are incident to
the office of the President or are properly required of him or assigned to him
by the Board.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Vice
Presidents, in the order designated by the Board, shall exercise the functions
of the President during the absence or disability of the President.&nbsp; Each Vice
President shall have any other duties or powers as are assigned from time to
time by the Board.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
Secretary and the Treasurer shall perform those duties as are incident to their
offices, or are properly required of them by the Board, or assigned to them by
the Certificate of Incorporation or these Bylaws.&nbsp; The Assistant Secretaries,
in the order of their seniority, shall, in the absence of the Secretary,
perform the duties and exercise the powers of the Secretary, and shall perform
any other duties as may be assigned by the Board.</p>

<p align=center style='text-align:center'>9</p>

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<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Other
subordinate officers appointed by the Board shall exercise any powers and
perform any duties as may be delegated to them by the resolutions appointing
them, or by subsequent resolutions adopted from time to time.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In the
absence or disability of any officer or the Corporation and of any person
authorized to act in his place during such period of absence or disability, the
Board may from time to time delegate the powers and duties of that officer to
any other office, or any directors, or any other person whom it may select.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Elections;
Removal</u>:&nbsp; Subject to his earlier death, resignation or removal as
hereinafter provided, each officer shall hold office until his successor shall
have been duly elected and shall have qualified.&nbsp; Any officer may be removed at
any time, with or without cause, by the Board.&nbsp; Any vacancy occurring in any
office of the Corporation shall be filled by the Board, and each officer so
elected shall serve for the remainder of the predecessor's term.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Resignations</u>:&nbsp;
Any officer may resign at any time by giving written notice thereof to the
Corporation.&nbsp; A resignation shall take effect at the time specified therein or,
if the time when it shall become effective shall not be specified therein,
immediately upon its receipt, and, unless otherwise specified therein, the
acceptance of a resignation shall not be necessary to make it effective.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Compensation</u>:&nbsp;
Officers shall receive such compensation for their services as may be
authorized or ratified by the Board.&nbsp; Election or appointment of an officer
shall not of itself create a contract right to compensation for services
performed as such officer, and no officer shall be prevented from receiving a
salary by reason of the fact that he is also a director of the Corporation.</p>



<p align=center style='text-align:center'>10</p>

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<p align=center style='text-align:center'>ARTICLE V</p>



<p align=center style='text-align:center'>Shares</p>










<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 5.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Certificates</u>:&nbsp;
Certificates representing shares of the capital stock of the Corporation may be
impressed with the corporate seal or a facsimile thereof, and shall be signed
by the President or any Vice President and by the Secretary or an Assistant
Secretary.&nbsp; All certificates shall be respectively numbered serially for each
class of shares, or series thereof, as they are issued, and the names of the
owners, the number of shares and the date of issue shall be entered on the
books of the Corporation.&nbsp; Each certificate representing shares shall state
upon its face (a) that the Corporation is organized under the laws of the State
of Colorado, (b) the name of the person to whom issued, (c) the number of
shares which the certificate represents, (d) the class (or series designation
of any class), and (e) the par value of the shares represented thereby or a
statement that the shares are without par value.&nbsp; If the Corporation is
authorized to issue shares of more than one class, if so required by law, a
statement of the designations, preferences qualifications, limitations,
restrictions and special or relative rights of the shares of each class shall
be set forth in full or summarized on the face or back of the certificates
which the Corporation shall issue, or in lieu thereof, the certificate may set
forth that such a statement or summary will be furnished to any shareholder
upon request without charge.&nbsp; Each certificate shall be otherwise in such form
as may be prescribed by the Board of Directors and shall conform to the rules
of any stock exchange on which the shares may be listed.&nbsp; The Corporation shall
not issue certificates representing fractional shares and shall not be obliged
to make any transfers creating a fractional interest in a share of stock.&nbsp; The
Corporation may, but shall not be obligated to, issue scrip in lieu of any
fractional shares, such scrip to have terms and conditions specified by the
Board of Directors.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 5.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Facsimile
Signatures</u>:&nbsp; Where a certificate is countersigned by a transfer agent or
registrar other than the Corporation or its employee, any signatures on the
certificate may be facsimile.&nbsp; In case any office who has signed, or whose
facsimile signature has been placed upon, any certificate, shall cease to be
such officer, whether because of death, resignation or otherwise, before the
certificate is issued by the Corporation, it may nevertheless be issued by the
Corporation with the same effect as if he were such officer at the date of
issue.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 5.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Cancellation
of Certificates</u>:&nbsp; All certificates surrendered to the Corporation for
transfer shall be cancelled and no new certificates shall be issued in lieu
thereof until the former certificate for a like number of shares shall have
been surrendered and cancelled, except as herein provided with respect to loss,
stolen or destroyed certificates.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 5.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Lost,
Stolen or Destroyed Certificates</u>:&nbsp; Any shareholder claiming that his
certificate for shares is lost, stolen or destroyed may make an affidavit or
affirmation of that fact and lodge the same with the Secretary of the
Corporation or its duly authorized transfer agent or registrar, accompanied by
a signed application for a new certificate.&nbsp; Thereupon, and upon the giving of
the satisfactory bond of indemnity to the Corporation not exceeding an amount
double the value of the shares as represented by such certificate (the
necessity for such bond and the amount required to be determined by the
President and Treasurer of the Corporation), a new certificate may be issued of
the same tenor and representing the same number, class and series of shares as
were represented by the certificate alleged to be lost, stolen or destroyed.</p>



<p align=center style='text-align:center'>11</p>

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<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 5.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Transfers
of Shares</u>:&nbsp; Subject to the terms of any shareholder agreement relating to
the transfer of shares or other transfer restrictions contained in the Articles
of Incorporation or authorized therein, shares of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in person or
by his duly authorized attorney, upon surrender and cancellation of the
certificate or certificates for a like number of shares.&nbsp; Upon presentation and
surrender of a certificate for shares properly endorsed and payment of all
taxes thereof, the transferee shall be entitled to a new certificate or
certificates in lieu thereof.&nbsp; As against the Corporation, a transfer of shares
can be made only on the books of the Corporation and the manner hereinabove
provided, and the Corporation shall be entitled to treat the holder of record
of any share as the owner thereof and shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any other
person, whether or not it shall be express or other notice thereof, save as
expressly provided by the statues of the State of Colorado.</p>





<p align=center style='text-align:center'>ARTICLE VI</p>



<p align=center style='text-align:center'>Miscellaneous</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 6.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Dividends</u>:&nbsp;
To the extent permitted by law, the Board shall have full power and discretion,
subject to the provisions of the Articles of Incorporation of the Corporation
and the terms of any other corporate document or instrument binding upon the
Corporation, to determine what, if any, dividends or distribution shall be
declared and paid or made.&nbsp; Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Articles of
Incorporation.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 6.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Corporate
Seal</u>:&nbsp; The Board of Directors shall adopt a seal which shall be circular in
form and shall bear the name of the Corporation and the words &quot;SEAL&quot; and &quot;COLORADO&quot; which, when adopted, shall constitute the corporate seal of the Corporation.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 6.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Fiscal
Year</u>:&nbsp; The Board of Directors shall, by resolution, adopt a fiscal year for
this Corporation.&nbsp; </p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 6.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Gender</u>:&nbsp;
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.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 6.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Amendment
of Bylaws</u>:&nbsp; These Bylaws may at any time and from time to time be amended,
supplemented or repealed and new Bylaws adopted by a majority of the directors
present at any meeting of the Board of Directors of the Corporation at which a
quorum is present.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 6.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Emergency
Bylaws</u>:&nbsp; The Board of Directors may adopt emergency Bylaws operative during
any emergency in the conduct of the business of the Corporation resulting from
an attack on the United States or any nuclear or atomic disaster,
notwithstanding any different provision in these Bylaws or in the Articles of
Incorporation of the Corporation or in the Colorado Corporation Code.&nbsp;
Emergency Bylaws so adopted shall be subject to repeal or change by further action
of the Board of Directors or by action of the shareholders, but no such repeal
or change shall hold any officer, director or employee acting in accordance
with emergency Bylaws so adopted liable except for willful misconduct with
regard to any action taken prior to the time of such repeal or change.</p>



<p align=center style='text-align:center;text-autospace:none'><b>End of Filing</b></p>

<p align=center style='text-align:center'>12</p>

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