EXHIBIT 3.1


                                    ARTICLE XIII
             LIMITING OF CERTAIN LIABILITIES OF DIRECTORS AND OFFICERS

13.1      No director shall be personally liable to the corporation or to its
          shareholders for momentary damages for breach of fiduciary duty as a
          director occurring on or after the date on which this Article XIII
          becomes effective; provided, however, that this Article XIII shall not
          eliminate or limit the liability of a director to the corporation or
          to its shareholders for momentary damages for any breach of the
          director's duty of loyalty to the corporation or to its shareholders,
          acts or omissions not in good faith or which involve intentional
          misconduct or a knowing violation of law, acts specified in Section
          7-108-403 of the Colorado Revised Statutes (or any successor provision
          thereof), or any transaction from which the director or indirectly
          derived an improper personal benefit.


13.2      No director or offer shall be personally liable for any injury to
          person or property arising out of a tort committed by an employee of
          the corporation unless such director or officer was personally
          involved in the situation giving rise to the litigation or unless such
          director or officer committed a criminal offense in connection with
          such situation.  The protection afforded in this Section 13.2 shall
          not restrict other common-law protections and rights that a director
          or officer may have.  This Section 13.2 shall not restrict the
          corporation's right to eliminate or limit the personal liability of a
          director to the corporation or to its shareholders for monetary
          damages for breach of fiduciary duty as a director as provided in
          Section 13.1.


                                    ARTICLE XVI
                                  RELEVANT FACTORS

The Board of Directors, when evaluating any offer of another party to (a) make a
tender or exchange offer for any equity security of this corporation, (b) merge
or consolidate this corporation with another corporation, or (c) purchase or
otherwise acquire all or substantially all of the properties and assets of this
corporation, shall, in connection with the exercise of its judgment in
determining what is in the best interests of this corporation and its
stockholders, give due consideration to (i) all relevant factors, including
without limitation the social, legal, environmental and economic effects on the
employees, customers, suppliers and other constituencies of this corporation and
its subsidiaries, on the communities and geographical areas in which this
corporation and its subsidiaries operate or are located and on any of the
businesses and properties of this corporation or any of its subsidiaries, as
well as such other factors as the directors deem relevant, and (ii) not only the
consideration being offered, in relation to the then current market price for
the corporation's outstanding shares of capital stock, but also in relation to
the then current value of the corporation in a freely negotiated transaction and
in relation to the board of directors' estimate of the future value of this
corporation (including the unrealized value of its properties and assets) as an
independent going concern.


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