Exhibit 99.18

        Sections 7-108-401 to 7-108-402 and 7-109-101 to 7-109-110 of the
                        Colorado Business Corporation Act

(S) 7-108-401. General standards of conduct for directors and officers

(1) Each director shall discharge his or her duties as a director, including his
or her duties as a member of a committee, and each officer with discretionary
authority shall discharge his or her duties under that authority:

(a) In good faith;

(b) With the care an ordinarily prudent person in a like position would exercise
under similar circumstances; and

(c) In a manner he or she reasonably believes to be in the best interests of the
corporation.

(2) In discharging his or her duties, a director or officer is entitled to rely
on information, opinions, reports, or statements, including financial statements
and other financial data, if prepared or presented by:

(a) One or more officers or employees of the corporation whom the director or
officer reasonably believes to be reliable and competent in the matters
presented;

(b) Legal counsel, a public accountant, or another person as to matters the
director or officer reasonably believes are within such person's professional or
expert competence; or

(c) In the case of a director, a committee of the board of directors of which
the director is not a member if the director reasonably believes the committee
merits confidence.

(3) A director or officer is not acting in good faith if he or she has knowledge
concerning the matter in question that makes reliance otherwise permitted by
subsection (2) of this section unwarranted.

(4) A director or officer is not liable as such to the corporation or its
shareholders for any action he or she takes or omits to take as a director or
officer, as the case may be, if, in connection with such action or omission, he
or she performed the duties of the position in compliance with this section.

(S) 7-108-402. Limitation of certain liabilities of directors and officers

(1) If so provided in the articles of incorporation, the corporation shall
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; except that any such provision shall not eliminate or limit the
liability of a director to the corporation or to its shareholders for monetary
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, or any transaction from which the director directly or indirectly
derived an improper personal benefit. No such provision shall eliminate or limit
the liability of a director to the corporation or to its shareholders for
monetary damages for any act or omission occurring before the date when such
provision becomes effective.

(2) No director or officer shall be personally liable for any injury to person
or property arising out of a tort committed by an employee 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 subsection (2)
shall not restrict other common-law protections and rights that a director or
officer may have. This subsection (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 subsection (1) of this section.




(S) 7-109-101. Definitions

As used in this article:

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

(2) "Director" means an individual who is or was a director of a corporation or
an individual who, while a director of a corporation, is or was serving at the
corporation's request as a director, an officer, an agent, an associate, an
employee, a fiduciary, a manager, a member, a partner, a promoter, or a trustee
of, or to hold any similar position with, another domestic or foreign
corporation or other person or of an employee benefit plan. A director is
considered to be serving an employee benefit plan at the corporation's request
if the director's 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.

(3) "Expenses" includes counsel fees.

(4) "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.

(5) "Official capacity" means, when used with respect to a director, the office
of director in a corporation and, when used with respect to a person other than
a director as contemplated in section 7-109-107, the office in a 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.

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

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

(S) 7-109-102. Authority to indemnify directors

(1) Except as provided in subsection (4) of this section, a 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:

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

(b) The person reasonably believed:

(I) 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

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

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

(2) 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
subparagraph (II) of paragraph (b) of subsection (1) of this section. 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 requirements of paragraph (a) of subsection (1) of
this section.

(3) 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.

(4) A corporation may not indemnify a director under this section:

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

(b) 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.

(5) Indemnification permitted under this section in connection with a proceeding
by or in the right of the corporation is limited to reasonable expenses incurred
in connection with the proceeding.

(S) 7-109-103. Mandatory indemnification of directors

Unless limited by its articles of incorporation, a corporation shall indemnify a
person who was wholly successful, on the merits or otherwise, in the 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.

(S) 7-109-104. Advance of expenses to directors

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

(a) The director furnishes to 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 7-109-102;

(b) The director furnishes to 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 the standard of conduct; and

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

(2) The undertaking required by paragraph (b) of subsection (1) of this section
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.

(3) Determinations and authorizations of payments under this section shall be
made in the manner specified in section 7-109-106.

(S) 7-109-105. Court-ordered indemnification of directors

(1) Unless otherwise provided in the articles of incorporation, 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:

(a) If it determines that the director is entitled to mandatory indemnification
under section 7-109-103, 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.

(b) 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 7-109-102(1) or was
adjudged liable in the circumstances described in section 7-109-102(4), the
court may order such indemnification as the court deems proper; except that the
indemnification with respect to any proceeding in which liability shall have
been adjudged in the circumstances described in section 7-109-102(4) is limited
to reasonable expenses incurred in connection with the proceeding and reasonable
expenses incurred to obtain court-ordered indemnification.

(S) 7-109-106. Determination and authorization of indemnification of directors

(1) A corporation may not indemnify a director under section 7-109-102 unless
authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because the
director has met the standard of conduct set forth in section 7-109-102. A
corporation shall not advance expenses to a director under section 7-109-104
unless authorized in the specific case after the written affirmation and
undertaking required by section 7-109-104(1)(a) and (1)(b) are received and the
determination required by section 7-109-104(1)(c) has been made.

(2) The determinations required by subsection (1) of this section shall be made:

(a) 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

(b) 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.

(3) If a quorum cannot be obtained as contemplated in paragraph (a) of
subsection (2) of this section, and a committee cannot be established under
paragraph (b) of subsection (2) of this section, or, even 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 subsection (1) of this section shall be made:

(a) By independent legal counsel selected by a vote of the board of directors or
the committee in the manner specified in paragraph (a) or (b) of subsection (2)
of this section or, if a quorum of the full board 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

(b) By the shareholders.

(4) 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.



(S) 7-109-107. Indemnification of officers, employees, fiduciaries, and agents

(1) Unless otherwise provided in the articles of incorporation:

(a) An officer is entitled to mandatory indemnification under section 7-109-
103, and is entitled to apply for court-ordered indemnification under section
7-109-105, in each case to the same extent as a director;

(b) A 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) A corporation may also indemnify and advance expenses to an officer,
employee, fiduciary, or agent who is not a director to a greater extent, if not
inconsistent with public policy, and if provided for by its bylaws, general or
specific action of its board of directors or shareholders, or contract.

(S) 7-109-108. Insurance

A 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
liability asserted against or incurred by the person in that capacity or arising
from his or her status as a director, officer, employee, fiduciary, or agent,
whether or not the corporation would have power to indemnify the person against
the same liability under section 7-109-102, 7-109-103, or 7-109-107. 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 this state
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.

(S) 7-109-109. Limitation of indemnification of directors

(1) A provision treating a corporation's indemnification of, or advance of
expenses to, directors that is contained in its articles of incorporation or
bylaws, in a resolution of its shareholders or board of directors, or in a
contract, except an insurance policy, or otherwise, is valid only to the extent
the provision is not inconsistent with sections 7-109-101 to 7-109-108. If the
articles of incorporation limit indemnification or advance of expenses,
indemnification and advance of expenses are valid only to the extent not
inconsistent with the articles of incorporation.

(2) Sections 7-109-101 to 7-109-108 do not limit a corporation's power to pay or
reimburse expenses incurred by a director in connection with an appearance as a
witness in a proceeding at a time when he or she has not been made a named
defendant or respondent in the proceeding.

(S) 7-109-110. Notice to shareholders of indemnification of director

If a 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 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.