DESCRIPTION OF COLORADO DISSENTERS' RIGHTS


Under the Colorado Business Corporation Act ("CBCA"), a shareholder is entitled
to dissent and obtain payment of the fair value of his or her shares in the
event of consummation of a plan of merger of the corporation.  A dissenting
shareholder is entitled to "fair value" for his shares, but is not entitled to
also challenge the corporate action creating the fair value entitlement unless
the action is unlawful or fraudulent with respect to such shareholder or the
corporation.  CBCA Section 7-113-102.  "Fair value" is defined as "the value of
the shares immediately before the effective date of the corporate action to
which the dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporation action except to the extent that exclusion 
would be inequitable."  CBCA Section 7113-101.

The Company must include in the notice of shareholder meeting a notice of
shareholders' rights to dissent from the corporate action.  Upon receipt of
required notice of dissenters' rights in connection with the proposed merger, a
shareholder who wishes to assert dissenters' rights must deliver to the
corporation, before any vote is taken, written notice of the shareholder's
intention to demand payment for his or her shares if the proposed merger is
effectuated, and such shareholder must not vote his shares in favor of the
proposed merger or execute any writing consenting to the proposed merger.  CBCA
Sections 7-113-201 and 7-113-202.  If the proposed merger is authorized, the
corporation, must within 10 days after the effective date of the corporate
action, give a written dissenters' notice to all shareholders who are entitled
to demand payment for their shares.  CBCA Section 7-113-203.  A shareholder who
is given a dissenters' notice and who wishes to assert dissenters' rights must,
in accordance with the terms of and within the times stated in the dissenters'
notice, deliver to the corporation before the vote is taken a statutory payment
demand in writing, and tender the share certificates.  Except as otherwise
provided by the CBCA, the demand for payment and deposit of certificates is
irrevocable.  A shareholder who does not timely demand payment and deposit his
or her share certificates is not entitled to payment for shares pursuant to
dissenters' rights.  CBCA Section 7-113-204.

Within 30 days from receipt of the corporation's offer of fair value, a
dissenting shareholder may give written notice to the corporation of the
dissenter's estimate of the fair value of his shares and the amount of interest
due and may demand payment of such estimate, less certain payments as provided
by the CBCA, or reject the corporation's offer and demand payment of fair value
and interest if the dissenter believes the amount offered by the corporation is
less than the fair value of the shares or if the corporation fails to make
payment of the offered value within 60 days from receipt of payment demand.
CBCA Section 7-113-209.  In some cases, the fair value of the dissenter's shares
may be determined by a court of competent jurisdiction, and costs of court may
be assessed against the dissenters if the court find they have acted
arbitrarily, vexatiously, or not in good faith in their payment demand.  CBCA
Section 7-113-301.