EXHIBIT 3.52

                                     BYLAWS

                                       OF

                       COLLECTION OF FINE PROPERTIES, 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 of Colorado.
The corporation may have such other offices, either within or outside Colorado,
as the board of directors may designate or as the business of the corporation
may require from time to time.

                  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 if in Colorado. The corporation's
registered agent and the address of the corporation's 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 during the month of May of 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), beginning with the year
1998, 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 end of the corporation's fiscal year or 15 months after its
last annual meeting, whichever is earlier, or (ii) if the shareholder
participated in a proper call of or proper demand for a special meeting and
notice of the special meeting was not given within 30 days after the date of the
call or the date the last of the demands necessary to require calling of the
meeting was received by the corporation pursuant to Section 7-107-102(1)(b) of
the Colorado Revised Statutes, or the special meeting was not held in accordance
with the notice.

                  Section 2. Special Meetings. Special meetings of the
shareholders for any purpose, unless otherwise prescribed by statute, may be
called by the president or by the board of directors, and shall be called by the
president upon the written request of the holders of shares

                                       1




representing not less than one-tenth of all the votes entitled to be cast on any
issue proposed to be considered at the meeting, stating the purpose or purposes
for which the meeting is to be held.

                  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 for 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 shall be called
otherwise 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, day and hour of the meeting, and, in case of a special meeting or as
otherwise required by the Colorado Business Corporation Act, the purposes for
which the meeting is called, shall be delivered not less than ten days nor more
than 60 days before the date of the meeting, unless (1) the number of authorized
shares is to be increased, in which case at least 30 days' notice shall be
given, or (2) any other longer notice period 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 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 provided to the corporation. 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 adjourned meeting are announced before adjustment at the
meeting at which the adjournment is taken. At the adjourned meeting the
corporation may transact any business which might 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.

                  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, at the beginning of the meeting, objects to the
holding of the meeting or the transacting 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 matter not within
the



                                       2


purpose or purposes described in the meeting notice unless the shareholder
objects to considering the matter when it is presented.

                  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.

                  Section 5. Fixing of Record Date. For the purpose of
determining shareholders entitled to (1) notice of or vote at any meeting of
shareholders or any adjournment thereof, (2) receive distributions or share
dividends, or (3) 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 70 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 date on which
notice of the meeting is mailed to shareholders, or the date on which the
resolution of the board of directors providing for a distribution is adopted, as
the case may be. When a determination of shareholders entitled to vote at any
meeting of shareholders is made as provided in this Section, such determination
shall apply to any adjournment thereof unless the board of directors fixes a new
record date, which it must do if the meeting is adjourned to a date more than
120 days after the date fixed for the original meeting.

                  Notwithstanding the above, (1) 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, and (2) with respect to
special meetings, if no record date is fixed, 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, or the
date that is 60 days before the date the first of such demands is received by
the corporation, whichever is later.

                  Section 6. Voting Lists. The officer or agent having charge of
the stock transfer books for shares of the corporation shall make, at the
earlier of ten days before each meeting of shareholders 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. 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 purposes of this Section 6 any holder of voting trust
certificates) or his agent or attorney during regular business hours and during
the period available for inspection. The original stock transfer books shall be
prima facie evidence as to the shareholders entitled to examine such list or to
vote at any meeting of shareholders.

                                       3


                  Any shareholder, his agent or attorney may copy the list
during regular business hours and during the period it is available for
inspection, provided (1) 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, (2)
the demand is made in good faith and for a purpose reasonably related to the
demanding shareholder's interest as a shareholder, (3) the shareholder describes
with reasonable particularity the purpose and the records the shareholder
desires to inspect, (4) the records are directly connected with the described
purpose, and (5) 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. Certification 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: (1) the
types of nominees to which it applies; (2) the rights or privileges that the
corporation will recognize in a beneficial owner, which may include rights and
privileges other than voting; (3) the form and manner of certification and the
information to be contained therein; (4) if the certification is with respect to
a record date, the time within which the certification must be received by the
corporation; (5) the period for which the nominee's use of the procedure is
effective; and (6) such other provisions with respect to the procedure that the
board deems necessary or desirable. Upon receipt by the corporation of a
certificate complying with this procedure, the persons specified in the
certification shall be deemed, for the purpose or purposes set forth in the
certification, to be the holders of record of the number of shares specified in
place of the shareholder making the certification.

                  Section 8. Quorum and Manner of Acting. A majority of the
outstanding shares of a voting group of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum of the voting group
at a meeting of shareholders. If less than a majority of such shares are
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time for a period not to exceed 60 days at any one
adjournment. At such adjourned meeting at which a quorum shall be present or
represented, 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.

                  If a quorum is present, 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, the articles of incorporation, or by agreement among
the shareholders.

                  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



                                       4


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 (1) 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 (2) 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 of this Article II 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.

                  Section 10. Voting of Shares. Each outstanding share,
regardless of class, is entitled to one vote, except in the election of
directors, and each fractional share is 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 corporation's articles of incorporation. Cumulative
voting shall not be allowed in the election of directors or for any other
purpose. Each record holder of stock shall be entitled to vote in the election
of directors and shall have as many votes for each of the shares owned by him as
there are directors to be elected and for whose election he has the right to
vote.

                                       5


                  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.

                  Section 11. Voting of Shares by Certain Holders. 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:

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

                  (2) 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;

                  (3) 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;

                  (4) 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;

                  (5) 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

                  (6) 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.

                  Except as otherwise ordered by a court of competent
jurisdiction upon a finding that the purpose of this Section 11 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 this corporation
owns, directly or indirectly, a majority of the shares entitled to vote for
directors of the second corporation except to the extent the second corporation
holds the shares in a fiduciary capacity.

                  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



                                       6


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 11 is liable in damages for the consequences of the acceptance or
rejection.

                  Unless the corporation is given written notice of alternate
voting provisions and is furnished with a copy of the instrument or order
wherein the alternate voting provisions are stated, if shares or other
securities having voting power are held of record in the name of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, tenants by the entirety, or otherwise, or if two or more persons have
the same fiduciary relationship respecting the same shares, voting with respect
to the shares or other securities shall have the following effect: (1) subject
to the foregoing provisions of this Section 11, if only one person votes, his
vote binds all; (2) if two or more persons vote, the act of the majority in
interest so voting binds all; or (3) if two or more persons vote, but the vote
is evenly split on any particular matter, each faction may vote the securities
in question proportionately, or any person voting the shares of a beneficiary,
if any, may apply to any court of competent jurisdiction in the State of
Colorado to appoint an additional person to act with the persons so voting the
shares. The shares shall then be voted as determined by a majority of such
persons and the person appointed by the court. If a tenancy is held in unequal
interests, a majority or even split for the purpose of this subparagraph shall
be a majority or even split in interest.

                  Except as provided above, all shares may be voted only by the
record holder thereof, except as may be otherwise required by the laws of
Colorado.

                  Section 12. Action by Shareholders Without a Meeting. Any
action required or permitted to be taken at a meeting of the shareholders may be
taken without a meeting if a consent in writing (or counterparts thereof),
setting forth the action so taken, shall be 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 or filing of
the corporation. 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.

                  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. 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 not be valid.

                  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



                                       7


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. The business and affairs of the
corporation shall be managed under the direction of its board of directors,
except as otherwise provided in the Colorado Business Corporation Act or the
corporation's articles of incorporation.

                  Section 2. Number, Tenure and qualification. The initial
number of directors of the corporation shall be one. The number of directors may
be increased or decreased by the board of directors, except that there shall not
be more than five nor less than one director. Directors shall be elected at each
annual meeting of shareholders. Each director shall hold office until the next
annual meeting of shareholders and thereafter until his successor shall have
been elected and qualified. Directors shall be natural persons of the age of
eighteen years or older, but need not be residents of Colorado or shareholders
of the corporation. Directors shall be removable in the manner provided by the
Colorado Business Corporation Act.

                  Section 3. Resignation; Vacancies. Any director may resign at
any time by giving written notice to the corporation. Such resignation shall
take effect at the time the corporation receives notice of the resignation
unless a later effective date is specified therein and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective. Any vacancy occurring in the board of directors may be filled
by the affirmative vote of a majority of the shareholders or the board of
directors. If the directors remaining in office constitute less than a quorum,
the directors may fill the vacancy by the affirmative vote of a majority of the
directors remaining in office. If a director is elected to fill a vacancy by the
directors, the director shall hold office until the next annual meeting of
shareholders at which directors are elected. If a director is elected to fill a
vacancy 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 and of any committees designated by said board shall be held without
other notice than this bylaw 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 than such resolution.

                  Section 5. Special Meetings. Special meetings of the board of
directors or of any committee designated by said board 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, except that no meeting may be called
outside Colorado unless a majority of the directors has so authorized.

                                       8


                  Section 6. Notice and Attendance. Notice of any special
meeting shall be given (i) at least seven days prior to the meeting by written
notice mailed to each director at his business address, or (ii) by notice given
at least two days prior to the meeting by telegraph, telex, telecopier or other
similar device, or delivered personally. If mailed, such notice shall be deemed
to be delivered three business days after deposit thereof in the United States
mails so addressed, with postage thereon prepaid. If notice be given by
telegraph, telex, telecopier or similar device, such notice shall be deemed to
be delivered the next business day after the notice has been sent by such
device.

                  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. The
attendance or participation of a director at a meeting also constitutes a waiver
of notice of such meeting unless, at the beginning of the meeting or promptly
after his later arrival, he objects to the holding of the meeting or the
transaction of 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 or of any committee
designated by said board need be specified in the notice or waiver of notice of
such meeting.

                  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. Members of the
board of directors may not participate in a meeting of the board or any
committee thereof by proxy, unless such procedure is approved specifically by
all of the other members of the board or committee present at the meeting in
person.

                  Section 7. Quorum. A majority of the number of directors fixed
pursuant to Section 2 of this Article III 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 60 days at any one adjournment.

                  Section 8. Manner of Acting. The act of a majority of all
directors at a meeting at which a quorum is present shall be the act of the
board of directors unless the act of a greater number is required by the
Colorado Business Corporation Act.

                  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; or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.

                  Section 10. Presumption of Assent. A director of the
corporation who is present at a meeting of the board of directors at which
action on any corporate matter is taken



                                       9


shall be presumed to have assented to the action taken unless (1) he 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; (2) he
contemporaneously requests that his dissent or abstention as to any specific
action taken be entered in the minutes of the meeting; or (3) he causes written
notice of his dissent or abstention as to any specific action to be received by
the presiding officer of the meeting before its adjournment or by the
corporation promptly after the adjournment of the meeting. A director may
dissent or abstain as to a specific action at a meeting, while assenting to
others. The right to dissent as 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. The board of directors, by resolution
adopted pursuant to Section 8 of this Article III, may designate from among its
members an executive committee and one or more other committees. Each such
committee, to the extent provided in the resolution, shall have and may exercise
all of the authority of the board of directors, except that no such committee
shall have the authority to: (1) authorize distributions; (2) approve or propose
to shareholders actions or proposals required by the Colorado Business
Corporation Act to be approved by shareholders; (3) fill vacancies on the board
of directors or any committee thereof; (4) amend the articles of incorporation;
(5) adopt, amend or repeal the bylaws; (6) approve a plan of merger not
requiring shareholder approval; (7) authorize or approve the reacquisition of
shares unless pursuant to a formula or method prescribed by the board of
directors; or (8) authorize or approve the issuance or sale of, or any contract
to issue or sell, 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
specified by the board of directors).

                  A committee designated under this Section 11 shall meet and
act in accordance with the requirements set forth in Sections 4 through 8 and 12
of this Article III.

                  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 Section 13 of this Article III.

                  Section 12. Action By Directors Without a Meeting. Any action
required or permitted to be taken at a meeting of the directors or any committee
designated by the board may be taken without a meeting if a consent in writing
(or counterparts thereof), setting forth the action so taken, shall be signed by
all of the directors entitled to vote with respect to the subject matter
thereof. 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
or filing of the corporation. Action taken under this section is effective when
all directors or committee members have signed the consent (except that the
action shall not be effective at such time if prior to such time a director has
revoked his consent by a writing signed by the director and received by the
president or the secretary of the corporation), unless the consent specifies a
different effective date.

                                       10


                  Section 13. Standard of Care. A director 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. 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; 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. A person who so performs his duties shall not have
any liability for any action he takes or omits to take as a director of the
corporation.

                  The designated persons on whom a director is entitled to rely
are: (1) one or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters presented; (2)
legal counsel, public accountants, or other persons as to matters which the
director reasonably believes to be within such persons' professional or expert
competence; or (3) a committee of the board upon which the director does not
serve, duly designated in accordance with Section 11 of this Article III, as to
matters within its designated authority, which committee the director reasonably
believes to merit confidence.

                                   ARTICLE IV

                               Officers and Agents

                  Section 1. General. The officers of the corporation shall be a
president, a secretary and a treasurer. The board of directors or an officer or
officers authorized by the board may appoint such other officers, assistant
officers, committees and agents, including a chairman of the board, vice
presidents, assistant secretaries and assistant treasurers, as they may consider
necessary, who shall be chosen in such manner and hold their offices for such
terms and have such authority and duties as from time to time may be determined
by the board of directors or the officer or officers authorized by the board.
The salaries of all the officers of the corporation shall be fixed by the board
of directors or the officer or officers authorized by the board. One person may
hold any two offices. In all cases where the duties of any officer, agent or
employee are not prescribed by the bylaws or by the board of directors, such
officer, agent or employee shall follow the orders and instructions of the
president. All officers shall be natural persons of the age of eighteen years or
older.

                  Section 2. Appointment and Term of Office. The officers of the
corporation shall be appointed by the board of directors annually at the first
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, such appointments shall be
held as soon thereafter as conveniently may be. Each officer shall hold office
until the first of the following to occur: until his successor shall have been
duly appointed and qualified; or until his death; or until he shall resign; or
until he shall have been removed in the manner hereinafter provided.

                                       11


                  Section 3. Resignation and Removal. An officer may resign at
any time by giving written notice of resignation to the corporation. The
resignation is effective when the notice is received by the corporation unless
the notice specifies a later effective date.

                  Any officer or agent may be removed with or without cause, by
the board of directors, by the executive committee of the board, or by an
officer or officers authorized by the board. Such removal shall be without
prejudice to the contract rights, if any, 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 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, subject to the
direction and supervision of the board of directors, 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. He shall, unless otherwise directed by the board of directors, 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. He may, on behalf of the corporation, 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 as aforesaid, may vote the
stock so held by the corporation and may execute written consents and other
instruments with respect to such stock and may exercise any and all rights and
powers incident to the ownership of said stock, subject however to the
instructions, if any, of the board of directors. The president shall have
custody of the treasurer's bond, if any.

                  Section 6. Vice Presidents. The vice presidents, if any, 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 designated by the board of directors or (if there be no such
designation) designated in writing by the president shall have the powers and
perform the duties of the president. If no such designation shall be made all
vice presidents may exercise such powers and perform such duties.

                  Section 7. Secretary. The secretary shall: (1) prepare and
maintain as permanent records the minutes of the proceedings of the shareholders
and the board of directors, a record of all actions taken by the shareholders or
board of directors without a meeting, a record of all actions taken by a
committee of the board of directors in place of the board of directors on behalf
of the corporation, and a record of all waivers of notice of meetings of
shareholders and of the board of directors or any committee thereof (except that
the directors or shareholders may



                                       12


designate a person other than the secretary to keep the minutes of their
respective proceedings and actions); (2) see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; (3) be
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; (4) 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; (5) 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; (6)
have general charge of the stock transfer books of the corporation, unless the
corporation has a transfer agent; (7) authenticate records of the corporation;
and (8) 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.

                  Any books, records or minutes of the corporation may be either
in written form or 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. He shall receive and give receipts and acquittances for
moneys paid in on account of the corporation, and shall pay out of the 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 be from time to time 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


                                       13


of internal audit, and prepare and furnish to the president and the board of
directors statements of account showing the financial position of the company
and the results of its operations.

                  Section 9. Standard of Care. Each officer with discretionary
authority shall discharge his duties under that authority 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. In performing his duties, the officer 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; 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. A person who so performs his duties
shall not have any liability for any action he takes or omits to take as an
officer of the corporation.

                  The designated persons on whom an officer is entitled to rely
are: (1) one or more officers or employees of the corporation whom the officer
reasonably believes to be reliable and competent in the matters presented: or
(2) legal counsel, public accountants, or other persons as to matters which the
officer reasonably believes to be within such persons' professional or expert
competence.

                                    ARTICLE V

                                      Stock

                  Section 1. Certificates. The board of directors shall be
authorized to issue any of the corporation's classes of stock with or without
certificates. The fact that the shares of stock are not represented by
certificates shall have no effect on the rights and obligations of shareholders.

                  If shares are represented by certificates, such shares shall
be represented by consecutively numbered certificates signed in the name of the
corporation by one or more officers designated by the board of directors (or, in
the absence of such designation, by the president). The signatures of the
corporation's officers on such certificate may also be facsimiles if the
certificate is countersigned by a transfer agent, or registered by a registrar,
either or both of which may be the corporation itself or an employee of the
corporation. 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, it may be issued by the corporation with the same
effect as if he were such officer at the date of its issue. Certificates of
stock shall be in such form and shall contain such information consistent with
law as shall be prescribed by the board of directors.

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

                  Section 2. Consideration for Shares. No shares shall be issued
until they have been fully paid. Shares shall be issued for such consideration,
expressed in dollars, as shall



                                       14


be fixed from time to time by the board of directors. Such consideration may
consist, in whole or in part of money, promissory notes (subject to the
limitations herein) or other property, tangible or intangible, or in labor or
services actually performed for 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 it 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, together with 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 book of the corporation which shall be kept at its
principal office, or by such person and at such place designated by the board of
directors.

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

                  Section 5. Transfer Agent, Registrars and Paying Agents. The
board of directors 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.

                                       15


                                   ARTICLE VI

                                 Indemnification

                  Section 1. Authority for Indemnification. Any person 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, or agent of any foreign or domestic corporation or
of any partnership, joint venture, trust, limited liability company or other
enterprise or employee benefit plan (a "Proper Person"), shall be indemnified by
the corporation against reasonably incurred expenses (including attorneys'
fees), judgments, penalties, fines (including any excise tax assessed with
respect to an employee benefit plan), and amounts paid in settlement reasonably
incurred by him in connection with such action, suit or proceeding, if it is
determined by the groups set forth in Section 4 of this Article VI that he
conducted himself in good faith and that (1) he reasonably believed, in the case
of conduct in his official capacity with the corporation, that his conduct was
in the corporation's best interests, or (2) in all other cases (except criminal
cases), he reasonably believed that his conduct was at least not opposed to the
corporation's best interests, or (3) with respect to criminal proceedings, he
had no reasonable cause to believe his conduct was unlawful. A person will be
deemed to be acting in his official capacity while acting as a director,
officer, employee or agent of this corporation and not when he is acting on this
corporation's behalf for some other entity.

                  No indemnification shall be made under this Article VI to a
Proper Person with respect to any claim, issue or matter (1) in connection with
any proceeding charging improper personal benefit to the Proper Person, whether
or not involving action in his official capacity, in which he was adjudged
liable on the basis that personal benefit was received by him improperly, or (2)
in connection with a proceeding by or in the right of the corporation in which
the Proper Person was adjudged liable to the corporation. 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 a Proper Person who has been 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.

                                       16


                  Section 4. Groups Authorized to Make Indemnification
Determination. In all cases except where there is a right to indemnification as
set forth in Section 2 of this Article or where indemnification is ordered by a
court, any indemnification shall be made by the corporation only as authorized
in the specific case upon a determination by a proper group that indemnification
of the Proper Person is permissible under the circumstances because he has met
the applicable standards of conduct set forth in Section 1 of this Article VI.
This determination shall be made by the board of directors by a majority vote of
a quorum, which quorum shall consist of directors not parties to the proceeding
(a "Proper Quorum"). If a Proper 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 Proper Quorum cannot be obtained or the committee cannot be established, or
even if a Proper Quorum can be obtained or the committee designated, if such
Quorum or committee so directs by a majority vote of the directors constituting
such Quorum or committee, the determination shall be made by the shareholders or
independent legal counsel selected by a vote of the Proper Quorum or the
committee in the manner specified in this Section or, if a Proper Quorum 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).

                  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 the court determines that
the 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 VI 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 a civil or criminal action, suit or
proceeding may be paid by the corporation to a Proper Person in advance of the
final disposition of such action, suit or proceeding upon receipt of (1) 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; (2) 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 (3) 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. Witness Expenses. This Article VI does not limit
the corporation's authority to pay or reimburse expenses incurred by a director
in connection with an



                                       17


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

                                   ARTICLE VII

                             Provision of Insurance

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

                                  ARTICLE VIII

                                  Miscellaneous

                  Section 1. Waiver of Notice. Except as otherwise provided
above, whenever notice is required by law, by the corporation's articles of
incorporation or by these bylaws, a waiver thereof in writing signed by the
director, shareholder or other person entitled to said notice, whether before,
at or after the time stated therein, shall be equivalent to such notice.

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

                  Section 3. Fiscal Year. The fiscal year of the corporation
shall be set by the board of directors.

                  Section 4. Amendments. The board of directors shall have the
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



                                       18


shareholders, in making, amending or repealing a particular bylaw, provide
expressly 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 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.



                                       19