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EXHIBIT 3.5

BYLAWS

LITIGATION FACTORING GROUP, INC.

Prepared By: David M. Summers, Esq.

TABLE OF CONTENTS

PREAMBLE

ARTICLE I -Shareholders

Section 1.1. Annual Meeting of Shareholders......................................... 1
Section 1.2. Special Meeting of Shareholders........................................ 1
Section 1.3. Record Date for Determination of
Shareholders....................................................... 1
Section 1.4. Voting List............................................................. 2
Section 1.5. Notice to Shareholders.................................................. 2
Section 1.6. Quorum.................................................................. 3
Section 1.7. Voting Entitlement of Shares............................................ 3
Section 1.8. Proxies; Acceptance of Votes and Consents............................... 4
Section 1.9. Waiver of Notice........................................................ 4
Section 1.10. Action by Shareholders Without a Meeting............................... 4
Section 1.11. Meetings by Telecommunications......................................... 5

ARTICLE II -Directors

Section 2.1. Authority of the Board of Directors..................................... 5
Section 2.2. Number.................................................................. 5
Section 2.3. Qualification........................................................... 5
Section 2.4. Election................................................................ 5
Section 2.5. Term.................................................................... 5
Section 2.6. Resignation............................................................. 5
Section 2.7. Removal................................................................. 5
Section 2.8. Vacancies............................................................... 5
Section 2.9. Meetings................................................................ 6
Section 2.10. Notice of Special Meeting.............................................. 6
Section 2.11. Quorum................................................................. 6
Section 2.12. Waiver of Notice....................................................... 7
Section 2.13. Attendance by Telephone................................................ 7
Section 2.14. Demand Assent to Action................................................ 7
Section 2.15. Action by Directors Without a Meeting.................................. 7

ARTICLE III -Committees of the Board of Directors

Section 3.1. Committees of the Board of Directors.................................... 8

ARTICLE IV -Officers

Section 4.1. General................................................................. 9
Section 4.2. Term.................................................................... 9
Section 4.3. Removal and Resignation................................................. 9

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Section 4.4. President............................................................... 9
Section 4.5. Vice President.......................................................... 10
Section 4.6. Secretary............................................................... 10
Section 4.7. Assistant Secretary..................................................... 10
Section 4.8. Treasurer............................................................... 10
Section 4.9. Assistant Treasurer..................................................... 11
Section 4.10. Compensation........................................................... 11

ARTICLE V -Indemnification

Section 5.1. Definitions............................................................. 11
Section 5.2. Authority to Indemnify Directors........................................ 12
Section 5.3. Mandatory Indemnification of Directors.................................. 13
Section 5.4. Advance of Expenses to Directors........................................ 13
Section 5.5. Court-Ordered Indemnification of Directors.............................. 13
Section 5.6. Determination and Authorization of
Indemnification of Directors....................................... 14
Section 5.7. Indemnification of Officers, Employees,
Fiduciaries, and Agents............................................ 15
Section 5.8. Insurance............................................................... 15
Section 5.9. Notice to Shareholders of
Indemnification of Director........................................ 15

ARTICLE VI -Shares

Section 6.1. Certificates............................................................ 15
Section 6.2. Transfer of Shares...................................................... 16
Section 6.3. Shares Held for Account of Another...................................... 16

ARTICLE VII -Miscellaneous

Section 7.1. Corporate Seal.......................................................... 17
Section 7.2. Fiscal Year............................................................. 17
Section 7.3. Receipt of Notices by the Corporation................................... 17
Section 7.4. Amendment of Bylaws..................................................... 17

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PREAMBLE

These Bylaws contain provisions for the regulation and management of
the affairs of the Corporation. They are based in part upon provisions of the
Colorado Business Corporation Act and the Corporation's Articles of
Incorporation. If these Bylaws conflict with the Colorado Business Corporation
Act or the Corporation's Articles of Incorporation, as the result of subsequent
changes in the Colorado Business Corporation Act, an intervening amendment of
the Corporation's Articles of Incorporation or otherwise, the Colorado Business
Corporation Act and the Corporation's Articles of Incorporation shall govern.
Therefore, when using these Bylaws, reference should also be made to the then
current provisions of the Colorado Business Corporation Act and the
Corporation's Articles of Incorporation.

ARTICLE I
SHAREHOLDERS

Section 1.1. Annual Meeting of Shareholders. Annual meeting of
shareholders shall be held on the date and at the time and place fixed from time
to time by the Board of Directors; provided, however, that the first annual
meeting shall be held on a date that is within six months after the close of the
first fiscal year of the Corporation, and each successive annual meeting shall
be held on a date that is within the earlier of six months after the close of
the last year fiscal year or fifteen months after the last annual meeting.

Section 1.2. Special Meeting of Shareholders. A special meeting of
shareholders for any purpose or purposes, may be called by the Board of
Directors or the President. The Corporation shall also hold a special meeting of
shareholders in the event it receives, in the manner specified in Section 7.3,
one or more written demands for the meeting, stating the purpose or purposes for
which the meeting is to be held, signed and dated by the holders of shares
representing not less than one-tenth (1/10) of all of the votes entitled to be
cast on any issue at the meeting. Special meetings shall be held at the
principal office of the Corporation or at such other place as the Board of
Directors or the President may determine.

Section 1.3. Record Date for Determination of Shareholders.

(a) In order to make a determination of shareholders (1)
entitled to notice of or to vote at any meeting of
shareholders or at any adjournment of a meeting of
shareholders, (2) entitled to demand a special meeting of
shareholders, (3) entitled to take any other action, (4)
entitled to receive payment of a share dividend or a
distribution, or (5) for any other purpose, the Board of
Directors may fix a future date as the record date for such
determination of shareholders. The record date may be fixed
not more than seventy (70) days before the date of the
proposed action.

(b) Unless otherwise specified when record date is fixed, the
time of day for determination of shareholders shall be as of
the Corporation's close of business on the record date.

(c) A determination of shareholders entitled to be given
notice of or to vote at a meeting of shareholders is effective
for any adjournment of the meeting unless the Board of
Directors fixes a new record date, which the Board of
Directors shall do

if the meeting is adjourned to a date more than one hundred
twenty (120) days after the date fixed for the original
meeting.

(d) If no record date is otherwise fixed, the record date for
determining shareholders entitled to be given notice of and to
vote at an annual or special meeting of shareholders is the
day before the first notice is given to shareholders.

(e) The record date for determining shareholders entitled to
take action without a meeting pursuant to Section 1.10 is the
date a writing upon which the action is taken is first
received by the Corporation.

Section 1.4. Voting List.

(a) After a record date is fixed for a meeting of
shareholders, the Secretary shall prepare a list of the names
of all the Corporation's shareholders who are entitled to be
given notice of the meeting. The list shall be arranged by
voting groups and within each voting group by class or series
of shares, shall be alphabetical within each class or series,
and shall show the address of, and the number of shares of
each such class and series that are held by, each shareholder.

(b) The list of shareholders shall be available for inspection
by any shareholder, beginning the earlier of ten days before
the meeting for which the list was prepared or two business
days after notice of the meeting is given and continuing
through the meeting, and any adjournment thereof, at the
Corporation's principal office or at a place identified in the
notice of the meeting in the city where the meeting will be
held.

(c) The Secretary shall make the list of shareholders
available for inspection at the meeting, and any shareholder
or agent or attorney of a shareholder is entitled to inspect
the list at any time during the meeting or any adjournment.

Section 1.5. Notice to Shareholders.

(a) The Secretary shall give notice to shareholders of the
date, time, and place of each annual and special meeting of
shareholders no fewer than ten (10) nor more than sixty (60)
days before the date of the meeting; except that, if the
Corporation's Articles of Incorporation are to be amended to
increase the number of authorized shares, at least thirty (30)
days' notice shall be given. Except as other wise required by
the Colorado Business Corporation Act, the Secretary shall be
required to give such notice only to shareholders entitled to
vote at the meeting.

(b) Notice of an annual meeting of shareholders need not
include a description of the purpose or purposes for which the
meeting is called unless a purpose of the meeting is to
consider an amendment to the Corporation's Articles of
Incorporation, a restatement of the Articles of Incorporation,
a plan of merger or share exchange, disposition of
substantially all of the property of the Corporation, consent
by the Corporation to the disposition of property by another
entity, or dissolution of the Corporation.

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(c) Notice of a special meeting of shareholders shall include
a description of the purpose or purposes for which the meeting
is called.

(d) Notice of a meeting of shareholders shall be in writing
and shall be given:

(1) by deposit in the United States mail, properly
addressed to the shareholders' address of the
shareholder shown in the Corporation's current record
of shareholders, first class postage prepaid, and, if
so given, shall be effective when mailed, or

(2) by telegraph, teletype, electronically
transmitted facsimile, electronic mail, mail, or
private carrier or by personal delivery to the
shareholder, and, if so given, shall be effective
when actually received by the shareholder.

(e) If an annual or special meeting of shareholders is
adjourned to a different date, time, or place, notice need not
be given of the new date, time, or place if the new date,
time, or place is announced at the meeting before adjournment;
provided, however, that, if a new record date for the
adjourned meeting is fixed pursuant to Section 1.3(c), notice
of the adjourned meeting shall be given to persons who are
shareholders as of the new record date.

(f) If three successive notices are given by the Corporation,
whether with respect to a meeting of shareholders or
otherwise, to a shareholder and such notices are returned as
undeliverable, no further notices to such shareholder shall be
necessary until another address for the shareholder is made
known to the Corporation.

Section 1.6. Quorum. Shares entitled to vote as a separate voting group
may take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. A majority of the votes entitled to be cast on the
matter by the voting group shall constitute a quorum of that voting group for
action on the matter. If a quorum does not exist with respect to any voting
group, the President or any shareholder or proxy that is present at the meeting,
whether or not a member of that voting group, may adjourn the meeting to a
different date, time, or place, and notice need not be given of the new date,
time, or place if the new date, time, or place is announced at the meeting
before adjournment (except as provided in the next sentence). If a new record
date for the adjourned meeting is or must be fixed pursuant to Section 1.3(c),
however, notice of the adjourned meeting shall be given pursuant to Section 1.5
to persons who are shareholders as of the new record date. At any adjourned
meeting at which a quorum exists, any matter may be acted upon that could have
been acted upon at the meeting originally called, provided, however, that, if
new notice is given of the adjourned meeting, then such notice shall state the
purpose or purposes of the adjourned meeting sufficiently to permit action on
such matters. Once a share is represented for any purpose at a meeting,
including the purpose of determining that a quorum exists, it is deemed present
for quorum purposes for the remainder of the meeting and for any adjournment of
that meeting, unless a new record date is or shall be set for that adjourned
meeting.

Section 1.7. Voting Entitlement of Shares. Except as stated in the
Corporation's Articles of Incorporation, each outstanding share, regardless of
class, is entitled to one vote, and each fractional share is entitled to a
corresponding fractional vote, on each matter voted on at a meeting of
shareholders.

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Section 1.8. Proxies: Acceptance of Votes and Consents.

(a) A shareholder may vote either in person or by proxy.

(b) An appointment of a proxy is not effective against the
Corporation until the appointment is received by the
Corporation. An appointment is valid for eleven months unless
a different period is expressly provided in the proxy
appointment form.

(c) The Corporation may accept or reject any appointment of a
proxy, revocation of appointment of a proxy, vote, consent,
waiver, or other writing purportedly signed by or for a
shareholder, if such acceptance or rejection is in accordance
with the provisions of Sections 7-107-203 and 7-107-205 of the
Colorado Business Corporation Act.

Section 1.9. Waiver of Notice.

(a) A shareholder may waive any notice required by the
Colorado Business Corporation Act, the Articles of
Incorporation or these Bylaws, whether before or after the
date or time stated in the notice as the date or time when any
action will occur or has occurred. The waiver shall be in
writing, be signed by the shareholder entitled to the notice,
and be delivered to the Corporation for inclusion in the
minutes or filing with the corporate records, but such
delivery and filing shall not be conditions of the
effectiveness of the waiver.

(b) A shareholder's attendance at a meeting waives objection
to lack of notice or defective notice of the meeting, unless
the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting
because of lack of notice or defective notice. The shareholder
also waives objection to consideration of a particular matter
at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder
objects to consideration of the matter when it is presented.

Section 1.10. Action by Shareholders Without a Meeting. Any action
required or permitted to be taken at a meeting of shareholders may be taken
without a meeting if all of the shareholders entitled to vote on such action
consent to such action in writing. Action taken pursuant to this Section shall
be effective when the Corporation has received writings containing a description
of the action and the consent so given, signed by all of the shareholders
entitled to vote on such action. Action taken pursuant to this Section shall be
effective as of the date the last writing necessary to give effect the action is
received by the Corporation, unless all of the writings necessary to effect the
action specify another date, which may be before or after the date the writings
are received by the Corporation. Such action shall have the same effect as
action taken at a meeting of shareholders and may be described as such in any
document. Any shareholder who has signed a writing describing and consenting to
action taken pursuant to this Section may revoke such consent by a writing
signed by the shareholder describing the action and stating that the
shareholder's prior consent to such action is revoked, if such writing is
received by the Corporation before the action becomes effective.

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Section 1.11. Meetings by Telecommunications. Any or all of the
shareholders may participate in an annual or special meeting of shareholders by,
or the meeting may by conducted through the use of, any means of communication
by which all persons participating in the meeting may hear each other during the
meeting. A shareholder participating in a meeting by this means is deemed to be
present in person at the meeting.

ARTICLE II
DIRECTORS

Section 2.1. Authority of the Board of Directors. The corporate powers
shall be exercised by or under the authority of, and the business and affairs of
the Corporation shall be managed under the direction of, a board of directors.

Section 2.2. Number. The number of directors shall be fixed by
resolution of the Board of Directors from time to time and may be increased or
decreased by resolution adopted by the Board of Directors from time to time, but
no decrease in the number of directors shall have the effect of shortening the
term of any incumbent director:

Section 2.3. Qualification. Directors shall be natural persons at least
eighteen (18) years of age, but need not be residents of the State of Colorado
or shareholders of the Corporation.

Section 2.4. Election. The Board of Directors shall be elected at the
annual meeting of the shareholders or at a special meeting of shareholders
called for that purpose.

Section 2.5. Term. Each director shall be elected to hold office until
the next annual meeting of shareholders and until the director's successor is
elected and qualified.

Section 2.6. Resignation. A director may resign at any time by giving
written notice of his or her resignation to any other director or (if the
director is not also the corporate secretary) to the Secretary of the
Corporation. The resignation shall be effective when it is received by the other
director or Secretary, as the case may be, unless the notice of resignation
specifies a later effective date. Acceptance of such resignation shall not be
necessary to make it effective unless the notice of resignation so provides.

Section 2.7. Removal. Any director may be removed by the shareholders,
with or without cause, at a meeting called for that purpose. The notice of the
meeting shall state that the purpose, or one of the purposes, of the meeting is
removal of the director. A director may be removed only if the number of votes
cast in favor of removal exceeds the number of votes cast against removal. If
cumulative voting for directors applies at the time of the proposed removal, the
director may not be removed if the number of votes sufficient to elect the
director under cumulative voting is voted against such removal.

Section 2.8 Vacancies.

(a) If a vacancy occurs on the Board of Directors, including a
vacancy resulting from an increase in the number of directors:

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(1) The shareholders may fill the vacancy at the next
annual meeting or at a special meeting called for
that purpose; or

(2) The Board of Directors may fill the vacancy; or

(3) If the directors remaining in office constitute
fewer than a quorum of the Board of Directors, they
may fill the vacancy by the affirmative vote of a
majority of all the directors remaining in office.

(b) Notwithstanding the provisions of 2.8(a) above, if the
vacant office was held by a director elected by a voting group
of shareholders, then, if one or more of the remaining
directors were elected by the same voting group, only such
directors are entitled to vote to fill the vacancy if it is
filled by directors, and they may do so by the affirmative
vote of a majority of such directors remaining in office; and
only the holders of shares of that voting group are entitled
to vote to fill the vacancy if it is filled by the
shareholders.

(c) A vacancy that will occur at a specific later date, by
reason of a resignation that will become effective at a later
date under Section 2.6 or otherwise, may be filled before the
vacancy occurs, but the new director may not take office until
the vacancy occurs.

Section 2.9. Meetings. The Board of Directors may hold regular or
special meetings within the State of Colorado or outside the State of Colorado.
The Board of Directors may, by resolution, establish dates, times and places for
regular meetings, which may thereafter be held without further notice. Special
meetings may be called by the President or by any two directors and shall be
held at the principal office of the Corporation unless another place is
consented to by every director. At any time when the Board of Directors consists
of a single director, that director may act at any time, date, or place without
notice.

Section 2.10. Notice of Special Meeting. Notice of a special meeting
shall be given to every director at least twenty four (24) hours before the time
of the meeting, stating the date, time, and place of the meeting. The notice
need not describe the purpose of the meeting. Notice may be given orally to the
director, personally or by telephone or other wire or wireless communication.
Notice may also be given in writing by telegraph, teletype, electronically
transmitted facsimile, electronic mail, mail, or private carrier. Notice shall
be effective at the earliest of the time it is received; five days after it is
deposited in the United States mail, properly addressed to the last address for
the director shown on the records of the Corporation, first class postage
prepaid; or the date shown on the return receipt if mailed by registered or
certified mail, return receipt requested, postage prepaid, in the United States
mail and if the return receipt is signed by the director to which the notice is
addressed.

Section 2.11. Quorum. Except as provided in Section 2.8, a majority of
the number of directors fixed in accordance with these Bylaws shall constitute a
quorum for the transaction of business at all meetings of the Board of
Directors. The act of a majority of the directors present

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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.

Section 2.12. Waiver of Notice.

(a) A director may waive any notice of a meeting before or
after the time and date of the meeting stated in the notice.
Except as provided by Section 2.12(b), the waiver shall be in
writing and shall be signed by the director. Such waiver shall
be delivered to the Secretary for filing with the corporate
records, but such delivery and filing shall not be conditions
of the effectiveness of the waiver.

(b) A director's attendance at, or participation in, a meeting
waives any required notice to him or her of the meeting
unless, at the beginning of the meeting, or promptly upon his
or her later arrival, the director objects to holding the
meeting or transacting business at the meeting because of lack
of notice or defective notice and does not thereafter vote for
or assent to action taken at the meeting.

Section 2.13. Attendance by Telephone. One or more directors may
participate in a regular or special meeting by, or conduct the meeting through
the use of, any means of communication by which all directors participating may
hear each other during the meeting. A director participating in a meeting by
this means is deemed to be present in person at the meeting.

Section 2.14. Deemed Assent to Action. A director who is present at a
meeting of the Board of Directors when corporate action is taken shall be deemed
to have assented to all action taken at the meeting unless:

(1) The director objects at the beginning of the meeting, or
promptly upon his or her arrival, to holding the meeting or
transacting business at the meeting and does not thereafter
vote for or assent to any action taken at the meeting;

(2) The director contemporaneously requests that his or her
dissent or abstention as to any specific action taken be
entered in the minutes of the meeting; or

(3) The director causes written notice of his or her dissent
or abstention as to any specific action to be received by the
presiding officer of the meeting before adjournment of the
meeting or by the Secretary (or, if the director is the
Secretary, by another director) promptly after adjournment of
the meeting. The right of dissent or abstention pursuant to
this Section 2.14 as to a specific action is not available to
a director who votes in favor of the action taken.

Section 2.15. Action by Directors Without a Meeting. Any action
required or permitted by .law to be taken at a meeting of the Board of Directors
may be taken without a meeting if all members of the Board of Directors consent
to such action in writing. Action shall be deemed to have been so taken by the
Board of Directors at the time the last director signs a writing describing the
action taken, unless, before such time, any director has revoked his or her
consent by a writing signed by the director and received by the Secretary or any
other person authorized by these Bylaws or the Board of Directors to receive
such a revocation. Such action shall be effective at the time and date it is so
taken unless the directors establish a different effective time or date. Such
action has the same effect as action taken at a meeting of directors and may be
described as such in any document.

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ARTICLE III
COMMITTEES OF THE BOARD OF DIRECTORS

Section 3.1. Committees of the Board of Directors.

(a) Subject to the provisions of Section 7109-106 of
the Colorado Business Corporation Act, the Board of Directors
may create one or more committees and appoint one or more
members of the Board of Directors to serve on them. The
creation of a committee and appointment of members to it shall
require the approval of a majority of all the directors in
office when the action is taken, whether or not those
directors constitute a quorum of the Board of Directors.

(b) The provisions of these Bylaws governing
meetings, action without meeting, notice, waiver of notice,
and quorum and voting requirements of the Board of Directors
apply to committees of the Board of Directors and their
members as well.

(c) To the extent specified by resolution adopted
from time to time by a majority of all the directors in office
when the resolution is adopted, whether or not those directors
constitute a quorum of the Board of Directors, each committee
shall exercise the authority of the Board of Directors with
respect to the corporate powers and the management of the
business and affairs of the Corporation; except that a
committee shall not:

(1) Authorize distributions;

(2) Approve or propose to shareholders
action that the Colorado Business
Corporation Act requires to be approved by
shareholders;

(3) Fill vacancies on the Board of Directors
or on any of its committees;

(4) Amend the Corporation's Articles of
Incorporation pursuant to Section 7-110-102
of the Colorado Business Corporation Act;

(5) Adopt, amend, or repeal bylaws;

(6) Approve a plan of merger not requiring
shareholder approval;

(7) Authorize or approve reacquisition of
shares, except according to a formula or
method prescribed by the Board of Directors;
or

(8) Authorize or approve the issuance or
sale of shares, or a contract for the sale
of shares, or determine the designation and
relative

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rights, preferences, and limitations of a
class or series of shares; except that the
Board of Directors may authorize a committee
or an officer of the Corporation to do so
within limits specifically prescribed by the
Board of Directors.

(c) The creation of, delegation of authority to, or
action by, a committee does not alone constitute
compliance by a director with applicable standards of
conduct.

ARTICLE IV OFFICERS

Section 4.1. General. The Corporation shall have as officers a
president, a secretary, and a treasurer, who shall be appointed by the Board of
Directors. The Board of Directors may appoint as additional officers a chairman
and other officers of the Board of Directors. The Board of Directors, the
President, and such other subordinate officers as the Board of Directors may
authorize from time to time, acting singly, may appoint as additional officers
one or more vice presidents, assistant secretaries, assistant treasurers, and
such other subordinate officers as the Board of Directors, the President, or
such other appointing officers deem necessary or appropriate. The officers of
the Corporation shall hold their offices for such terms and shall exercise such
authority and perform such duties as shall be determined from time to time by
these Bylaws, the Board of Directors, or (with respect to officers whom are
appointed by the President or other appointing officers) the persons appointing
them; provided, however, that the Board of Directors may change the term of
offices and the authority of any officer appointed by the President or other
appointing officers. Any two or more offices may be held by the same person. The
officers of the Corporation shall be natural persons at least eighteen (18)
years of age.

Section 4.2. Term. Each officer shall hold office from the time of
appointment until the time of removal or resignation pursuant to Section 4.3 or
until such officer's death.

Section 4.3. Removal and Resignation. Any officer appointed by the
Board of Directors may be removed at any time by the Board of Directors. Any
officer appointed by the President or other appointing officer may be removed at
any time by the Board of Directors or by the person appointing the officer. Any
officer may resign at any time by giving written notice of resignation to any
director (or to any director other than the resigning officer if the officer is
also a director), to the President, to the Secretary, or to the officer who
appointed the officer. Acceptance of resignation shall not be necessary to make
it effective, unless the notice of resignation so provides.

Section 4.4. President. The President shall preside at all meetings of
shareholders, and the President shall also preside at all meetings of the Board
of Directors unless the Board of Directors has appointed a chairman,
vice-chairman, or other officer of the Board of Directors and has authorized
such person to preside at meetings of the Board of Directors instead of the
President. Subject to the direction and control of the Board of Directors, the
President shall be the chief executive officer of the Corporation and as such
shall have general and active management of the business of the Corporation and
shall see that all orders and resolutions of the Board of Directors are carried
into effect. The President may negotiate, enter into, and execute contracts,
deeds, and other instruments of behalf of the Corporation as are necessary and
appropriate to the conduct to the business and affairs of the Corporation or as
are approved by the Board of Directors. The President shall have such additional
authority and duties as are appropriate and customary for the

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office of president and chief executive officer, except as the same may be
expanded or limited by the Board of Directors from time to time.

Section 4.5. Vice President. The Vice President, if any, or, if there
are more than one, the vice presidents in the order determined by the Board of
Directors or the President (or, if no such determination is made, in the order
of their appointment), shall be the officer or officers next in seniority after
the President. Each vice president shall have such authority and duties as are
prescribed by the Board of Directors or the President. Upon the death, absence,
or disability of the President, the Vice President, if any, or, if there are
more than one, the vice presidents in the order determined by the Board of
Directors or the President, shall have the authority and duties of the
President.

Section 4.6. Secretary. The Secretary shall be responsible for the
preparation and maintenance of minutes of the meetings of the Board of Directors
and of the shareholders and of the other records and information required to be
kept by the Corporation under Section 7-116-101 of the Colorado Business
Corporation Act and for authenticating records of the Corporation. The Secretary
shall also give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the Board of Directors, keep the minutes of
such meetings, have charge of the corporate seal and have authority to affix the
corporate seal to any instrument requiring it (and, when so affixed, it may be
attested by the Secretary's signature), be responsible for the maintenance of
all other corporate records and files and for the preparation and filing of
reports to governmental agencies (other than tax returns), and have such other
authority and duties as are appropriate and customary for the office of
secretary, except as the same may be expanded or limited by the Board of
Directors from time to time.

Section 4.7. Assistant Secretary. The Assistant Secretary, if any, or,
if there are more than one, the assistant secretaries in the order determined by
the Board of Directors or the Secretary (or, if no such determination is made,
in the order of their appointment) shall, under the supervision of the
Secretary, perform such duties and have such authority as may be prescribed from
time to time by the Board of Directors or the Secretary. Upon the death,
absence, or disability of the Secretary, the Assistant Secretary, if any, or, if
there are more than one, the assistant secretaries in the order designated by
the Board of Directors or the Secretary (or, if no such determination is made,
in the order of their appointment), shall have the authority and duties of the
Secretary.

Section 4.8. Treasurer. The Treasurer shall have control of the funds
and the care and custody of all stocks, bonds, and other securities owned by the
Corporation, and shall be responsible for the preparation and filing of tax
returns. The Treasurer shall receive all moneys paid to the Corporation and,
subject to any limits imposed by the Board of Directors, shall have authority to
give receipts and vouchers, to sign and endorse checks and warrants in the
Corporation's name and on the Corporation's behalf, and give full discharge for
the same. The Treasurer shall also have charge of disbursement of funds of the
Corporation, shall keep full and accurate records of the receipts and
disbursements, and shall deposit all moneys and other valuable effects in the
name and to the credit of the Corporation in such depositories as shall be
designated by the Board of Directors or the President. The Treasurer shall have
such additional authority and duties as are appropriate and customary for the
office of treasurer, except as the same may be expanded or limited by the Board
of Directors from time to time.

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Section 4.9. Assistant Treasurer. The Assistant Treasurer, if any, or,
if there are more than one, the assistant treasurers in the order determined by
the Board of Directors or the Treasurer (or, if no such determination is made,
in the order of their appointment) shall, under the supervision of the
Treasurer, have such authority and duties as may be prescribed from time to time
by the Board if Directors or the Treasurer. Upon the death, absence, or
disability of the Treasurer, the Assistant Treasurer, if any, or if there are
more than one, the assistant treasurers in the order determined by the Board of
Directors or the Treasurer (or, if no such determination is made, in the order
of their appointment), shall have the authority and duties of the Treasurer.

Section 4.10. Compensation. Officers shall receive such compensation
for their services as may be authorized or ratified by the Board of Directors.
Election or appointment of an officer shall not of itself create a contractual
right to compensation for services performed as such officer.

ARTICLE V
INDEMNIFICATION

Section 5.1. Definitions. As used in this Article:

(a) "Corporation" includes any domestic or foreign entity that
is a predecessor of the Corporation by reason of a merger or
other transaction in which the predecessor's existence ceased
upon consummation of the transaction.

(b) "Director" means an individual who is or was a director of
the Corporation and an individual who, while a director of the
Corporation, is or was serving at the Corporation's request as
a director, officer, partner, trustee, employee, fiduciary, or
agent of another domestic or foreign corporation or other
person or of an employee benefit plan. A director shall be
considered to be serving an employee benefit plan at the
Corporation's request if his or her duties to the Corporation
also impose duties on, or otherwise involve services by, the
director to the plan or to participants in, or beneficiaries
of, the plan. "Director" includes, unless the context requires
otherwise, the estate or personal representative of a
director.

(d) "Liability" means the obligation incurred with respect to
a proceeding to pay a judgment, settlement, penalty, fine,
including an excise tax assessed with respect to an employee
benefit plan, or reasonable expenses.

(e) "Official capacity" means, when used with respect to a
director, the office of director in the Corporation and, when
used with respect to a person other than a director as
contemplated in Section 5.7, the office in the Corporation
held by the officer or the employment, fiduciary, or agency
relationship undertaken by the employee, fiduciary, or agent
on behalf of the Corporation. "Official capacity" does not
include service for any other domestic or foreign corporation
or other person or employee benefit plan.

(f) "Party" includes an individual who was, is, or is
threatened to be made a named defendant or respondent in a
proceeding.

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(g) "Proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or
informal.

Section 5.2. Authority to Indemnify Directors.

(a) Except as provided Section 5.2(d), the Corporation may
indemnify a person made a party to a proceeding because the
person is or was a director against liability incurred in the
proceeding if:

(1) The person conducted himself or herself in good
faith; and

(2) The person reasonably believed:

(A) In the case of conduct in an official
capacity with the Corporation, that his or
her conduct was in the Corporation's best
interests; and

(B) In all other cases, that his or her
conduct was at least not opposed to the
Corporation's best interests; and

(3) In the case of any criminal proceeding, the
person had no reasonable cause to believe his or her
conduct was unlawful.

(b) A director's conduct with respect to an employee benefit
plan for a purpose the director reasonably believed to be in
the interests of the participants in or beneficiaries of the
plan is conduct that satisfies the requirement of Section
5.2(a)(2)(B). A director's conduct with respect to an employee
benefit plan for a purpose that the director did not
reasonably believe to be in the interests of the participants
in or beneficiaries of the plan shall be deemed not to satisfy
the requirement of Section 5.2(a)(1).

(c) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or
its equivalent is not, of itself, determinative that the
director did not meet the standard of conduct described in
this Section 5.2.

(d) The Corporation may not indemnify a director under this
Section 5.2:

(1) In connection with a proceeding by or in the
right of the Corporation in which the director was
adjudged liable to the Corporation; or

(2) In connection with any other proceeding charging
that the director derived an improper personal
benefit, whether or not involving action in an
official capacity, in which proceeding the director
was adjudged liable on the basis that he or she
derived an improper personal benefit.

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(e) Indemnification permitted under this Section 5.2 in
connection with a proceeding by or in the right of the
Corporation is limited to reasonable expenses incurred in
connection with the proceeding.

Section 5.3. Mandatory Indemnification of Directors. The Corporation
shall indemnify a person who was wholly successful, on the merits or otherwise,
in defense of any proceeding to which the person was a party because the person
is or was a director, against reasonable expenses incurred by him or her in
connection with the proceeding.

Section 5.4. Advance of Expenses to Directors.

(a) The Corporation may pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding
in advance of the final disposition of the proceeding if:

(1) The director furnishes the Corporation a written
affirmation of the director's good-faith belief that
he or she has met the standard of conduct described
in Section 5.2.

(2) The director furnishes the Corporation a written
undertaking, executed personally or on the director's
behalf, to repay the advance if it is ultimately
determined that he or she did not meet such standard
of conduct; and

(3) A determination is made that the facts then known
to those making the determination would not preclude
indemnification under this Article.

(b) The undertaking required by Section 5.4(a)(2) shall be an
unlimited general obligation of the director, but need not be
secured and may be accepted without reference to financial
ability to make repayment.

(c) Determinations and authorizations of payments under this
Section 5.4 shall be made in the manner specified in Section
5.6.

Section 5.5. Court-Ordered Indemnification of Directors. A director who
is or was a party to a proceeding may apply for indemnification to the court
conducting the proceeding or to another court of competent jurisdiction. On
receipt of an application, the court, after giving any notice the court
considers necessary, may order indemnification in the following manner:

(1) If the court determines that the director is
entitled to mandatory indemnification under Section
5.3, the court shall order indemnification, in which
case the court shall also order the Corporation to
pay the director's reasonable expenses incurred to
obtain court-ordered indemnification.

(2) If it determines that the director is fairly and
reasonably entitled to indemnification in view of all
the relevant circumstances, whether or not the
director met the standard of conduct set forth in
Section 5.2(a) or was adjudged liable in the
circumstances described in Section 5.2(d), the court
may order such indemnification as the court deems
proper; except that the

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indemnification with respect to any proceeding in
which liability shall have been adjudged in the
circumstances described in Section 5.2(d) is limited
to reasonable expenses incurred in connection with
the proceeding and reasonable expenses incurred to
obtain court ordered indemnification.

Section 5.6. Determination and Authorization of Indemnification of
Directors.

(a) The Corporation may not indemnify a director under Section
5.2 unless authorized in the specific case after a
determination has been made that indemnification of the
director is permissible under the circumstances because the
director met the standard of conduct set forth in Section 5.2.
The Corporation shall not advance expenses to a director under
Section 5.4 unless authorized in the specific case after the
written affirmation and undertakings required by Sections
5.4(a)(1) and 5.4(a)(2) are received and the determination
required by Section 5.4(a) (3) has been made.

(b) The determination required by Section 5.6(a) shall be
made:

(1) By the Board of Directors by a majority vote of
those present at a meeting at which a quorum is
present, and only those directors not parties to the
proceeding shall be counted in satisfying the quorum;
or

(2) If a quorum cannot be obtained, by a majority
vote of a committee of the Board of Directors
designated by the Board of Directors, 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.

(c) If the quorum cannot be obtained as contemplated in
Section 5.6(b)(1), and a committee cannot be established under
Section 5.6(b)(2) if a quorum is obtained or a committee is
designated, if a majority of the directors constituting such
quorum or such committee so directs, the determination
required to be made by Section 5.6(a) shall be made:

(1) By independent legal counsel selected by a vote
of the Board of Directors or the committee in the
manner specified in Section 5.6(b)(1) or 5.6(b)(2),
or, if a quorum of the full Board of Directors cannot
be obtained and a committee cannot be established, by
independent legal counsel selected by a majority vote
of the full Board of Directors; or

(2) By the shareholders.

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

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Section 5.7. Indemnification of Officers, Employees, Fiduciaries, and
Agents.

(a) An officer is entitled to mandatory indemnification under
Section 5.3 and is entitled to apply for court-ordered
indemnification under Section 5.5, in each case to the same
extent as a director;

(b) The Corporation may indemnify and advance expenses to an
officer, employee, fiduciary, or agent of the Corporation to
the same extent as to a director; and

(c) The Corporation may also indemnify and advance expenses to
an officer, employee, fiduciary, or agent who is not a
director to a greater extent than is provided in these Bylaws,
if not inconsistent with public policy, and if provided for by
general or specific action of its Board of Directors or
shareholders or by contract.

Section 5.8. Insurance. The Corporation may purchase and maintain
insurance on behalf of a 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 another domestic or foreign corporation or other person
or of an employee benefit plan, against any liability asserted against or
incurred by the person in that capacity or arising out of his or her status as a
director, officer, employee, fiduciary, or agent, whether or not the Corporation
would have the power to indemnify the person against the same liability under
Section 5.2, 5.3, or 5.7. 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 the State of Colorado or any other jurisdiction of the
United States or elsewhere, including any insurance company in which the
Corporation has equity or any other interest, through stock ownership or
otherwise.

Section 5.9. Notice to Shareholders of Indemnification of Director. If
the Corporation indemnifies or advances expenses to a director under this
Article in connection with a proceeding by or in the right of the Corporation,
the Corporation shall give written notice of the indemnification or advance to
the shareholders with or before the notice of the next meeting of shareholders.
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 VI
SHARES

Section 6.1. Certificates. Certificates representing shares of the
capital stock of the Corporation shall be in such form as is approved by the
Board of Directors and shall be signed by (a) the President or any Vice
President, and by (b) the Secretary or an assistant secretary or the Treasurer
or an assistant treasurer. All certificates shall be consecutively numbered, and
the names of the owners, the number of shares, and the date of issue shall be
entered on the books of the Corporation. Each certificate representing shares of
the Corporation shall state upon its face:

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(a) That the Corporation is organized under the laws of the
State of Colorado;

(b) The name of the person to whom issued;

(d) The par value, if any, of each share represented by the
certificate; and

(e) Any restrictions imposed by the Corporation upon the
transfer of the shares represented by the certificate.

Section 6.2. Transfer of Shares. Transfers of shares shall be made on
the books of the Corporation only upon presentation of the certificate or
certificates representing such shares properly endorsed by the person or persons
appearing upon the face of such certificate to be the owner, or accompanied by a
proper transfer or assignment separate from the certificate, except as may
otherwise be expressly provided by the statutes of the State of Colorado or by
order of a court of competent jurisdiction. The officers or transfer agents of
the Corporation may, in their discretion, require a signature guaranty before
making any transfer. The Corporation shall be entitled to treat the person in
whose name any shares are registered on its books as the owner of those shares
for all purposes and shall not be bound to recognize any equitable or other
claim or interest in the shares on the part of any other person, whether or not
the Corporation shall have notice of such claim or interest.

Section 6.3. Shares Held for Account of Another. The Board of Directors
may adopt by resolution a procedure 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 shall set forth:

(a) The classification of shareholders who may certify;

(b) The purpose or purposes for which the certification may be
made;

(d) If the certification is with respect to a record date or
closing of the stock transfer books, the time after the record
date or the closing of the stock transfer books within which
the certification must be received by the Corporation; and

(e) Such other provisions with respect to the procedure as are
deemed necessary or desirable. Upon receipt by the Corporation
of a certification complying with the 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.

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ARTICLE VII
MISCELLANEOUS

Section 7.1. Corporate Seal. The Board of Directors may adopt a seal,
circular in form and bearing the name of the Corporation and the words "Seal"
and "Colorado," which, when adopted, shall constitute the seal of the
Corporation. The seal may be used by causing it or a facsimile of it to be
impressed, affixed, manually reproduced, or rubber stamped with indelible ink.

Section 7.2. Fiscal Year. The Board of Directors may, by resolution,
adopt a fiscal year for the Corporation.

Section 7.3. Receipt of Notices by the Corporation. Notices,
shareholder writings consenting to action, and other documents or writings shall
be deemed to have been received by the Corporation when they are received:

(a) At the registered office Corporation in the State of
Colorado;

(b) At the principal office of the Corporation (as that office
is designated in the most recent document filed by the
Corporation with the Secretary of State for the State of
Colorado designating a principal office) addressed to the
attention of the Secretary of the Corporation;

(d) By any other person authorized from time to time by the
Board of Directors, the President, or the Secretary to receive
such writings, wherever such person is found.

Section 7.4. Amendment of Bylaws. These Bylaws may at any time, and
from time to time, be amended, supplemented, or repealed by the Board of
Directors.

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