EXHIBIT 3.22

Exhibit 3.22


BYLAWS

OF

BALL TECHNOLOGIES HOLDINGS CORP.

(As of August 5, 1998)


ARTICLE 1

Offices

1.1 Principal Office: The principal offices of the Corporation
shall initially be at 10 Longs Peak Drive, Broomfield, Colorado 80021, but
the Corporation may, in the discretion of the board of directors, maintain
offices wherever the business of the Corporation may require.

1.2 Registered Office and Agent: The Corporation shall
continuously maintain in the State of Colorado a registered office and a
registered agent whose business office is identical with the registered
office. The initial registered office and the initial registered agent are
specified in the Articles of Incorporation. The Corporation may change its
registered office, its registered agent, or both, upon filing a statement as
specified by law in the office of the Secretary of State of Colorado.

ARTICLE 2

Meeting of Shareholders

2.1 Time and Place: Any meeting of the shareholders may be held at
such time and place, within or outside of the State of Colorado, as may be
fixed by the board of directors or as shall be specified in the notice or
waiver of notice of the meeting.



2.2 Annual Meeting: The annual meeting of the shareholders shall
be held at the offices of Ball Corporation in Muncie, Indiana, on the Monday
preceding the fourth Tuesday in April, if not a legal holiday, and, if a
legal holiday, then on the next day.

2.3 Special Meetings: Special meetings of the shareholders, for
any purpose or purposes, may be called by the president, the board of
directors, or the holders of not less than one tenth of all of the shares
entitled to vote at the meeting.

2.4 Record Date: For determining shareholders entitled to notice
of or to vote at any meeting of shareholders or any adjournment thereof, or
entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors may fix in advance a date as the record date for any such
determination of shareholders. The record date may be fixed not more than
fifty and, in the case of a meeting of the shareholders, not less than ten
days before the date of the proposed action, except (i) when it is proposed
that the number of authorized shares be increased, in which case the record
date shall be not less than thirty days before the date of such action, and
(ii) when it is proposed that all or substantially all of the property and
assets of the Corporation be sold, leased, exchanged, or otherwise disposed
of other than in the usual and regular course of business or other than in
liquidation (but not by way of mortgage or pledge), in which case the record
date shall be not less than twenty days before the date of such action. If no
record date is so fixed, the date on which notice of the meeting is mailed or
the date on which the resolution of the board of directors declaring the
dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders.

2.5 Voting List: At least ten days before each meeting of
shareholders, the secretary of the Corporation shall make a complete list of
the shareholders, entitled to vote at such meeting or any adjournment
thereof. The list shall be arranged in alphabetical order and shall contain
the address of and number of shares held by each shareholder. The list shall
be kept on file at the principal office of the Corporation for ten days prior
to such meeting, shall be produced and kept open at the meeting, and shall be
subject to inspection by any shareholder for any purpose germane to the
meeting during usual business hours of the Corporation and during the whole
time of the meeting.

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2.6 Notices: Written notice stating the place, day, and hour of
the meeting shall be delivered not less than ten nor more than fifty days
before the date of the meeting, except (i) when it is proposed that the
number of authorized shares be increased, in which case at least thirty days'
notice shall be given, and (ii) when it is proposed that all or substantially
all of the property and assets of the Corporation be sold, leased, exchanged,
or otherwise disposed of other than in the usual and regular course of
business or other than in liquidation (but not by way of mortgage or pledge),
in which case at least twenty days' notice shall be given. Notice shall be
given either personally or by mail, by or at the direction of the president,
the secretary, or the officer or person calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, the notice
shall be deemed to be delivered when deposited in the United States mail,
postage prepaid, addressed to the shareholder at his address as it appears on
the stock transfer books of the Corporation. If delivered personally, the
notice shall be deemed to be delivered when handed to the shareholder or
deposited at his address as it appears on the stock transfer books of the
Corporation. In giving notice to a shareholder, the Corporation shall be
entitled to rely on the last address furnished to the Corporation for such
purpose by such shareholder, and if three successive letters mailed to the
last-known address of any shareholder of record are returned as
undeliverable, no further notices to such shareholder shall be necessary
until he makes another address known to the Corporation. In the case of a
special meeting and in the case of an annual meeting at which action will be
taken with respect to amendment to the articles of incorporation, the merger,
consolidation, dissolution, or liquidation of the Corporation, the exchange
of any of its shares for the shares of another corporation pursuant to the
plan or exchange to be approved by the shareholders, or the sale, lease,
exchange, or other disposition of all or substantially all of its assets, the
purpose or purposes for which the meeting is called shall be stated in the
notice.

2.7 Quorum: A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at any meeting
of the shareholders. If a quorum is not present or represented, the
shareholders present in person or by proxy may adjourn the meeting from time
to time for up to thirty days at any one adjournment, until the number of
shares required for a quorum are present. If the adjournment is for more
than thirty days or if, after the adjournment, a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to
each shareholder of record entitled to vote at the meeting. Otherwise, no
such notice need be given other than announcement at the initial meeting. At
any adjourned meeting at which a quorum is represented, any business may be
transacted that could have been transacted at the meeting originally called.
The shareholders

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present or represented at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

2.8 Voting: Except as otherwise provided by law, all matters
shall be decided by a vote of the majority of the shares represented at the
meeting and entitled to vote on the subject matter. Each outstanding share
shall be entitled to one vote on each matter submitted to a vote of the
shareholders. A shareholder may vote either in person or by proxy executed
in writing by the shareholder or by his duly authorized attorney-in-fact.
Such proxy shall be filed with the secretary of the Corporation before or at
the time of the meeting. No proxy shall be valid after eleven months from
the date of its execution, unless otherwise provided in the proxy. Voting
shall be oral, except as otherwise provided by law, but shall be by written
ballot if so demanded by any shareholder entitled to vote who is present in
person or by proxy.

2.9 Waiver of Notice: Whenever law or these bylaws require notice
of a shareholders' meeting to be given, a written waiver of notice signed by
a shareholder entitled to notice, whether before, at, or after the time
stated in the notice, shall be equivalent to the giving of notice. By
attending a meeting, a shareholder waives any objection to (i) lack of notice
or defective notice of such meeting unless he objects, at the beginning of
the meeting, to the holding of the meeting or the transaction of business at
the meeting or (ii) consideration at such meeting of any matter not within
the purpose or purposes described in the notice of the meeting unless he
objects to considering the matter when it is presented.

2.10 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, describing the action so taken, is
signed by all of the shareholders entitled to vote with respect to such
action and is delivered to the secretary for inclusion in the minutes or for
filing with the corporate records. Such consent may be executed in
counterparts and shall be effective as of the date of the last signature
thereon, unless the consent specifies a different effective date. The record
date for determining shareholders entitled to take such action is the date
the first shareholder signs the consent.

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ARTICLE 3

Directors

3.1 Authority of Board of Directors: The business and affairs of
the Corporation shall be managed by a board of directors, except as otherwise
provided by Colorado law or the articles of incorporation of the Corporation.

3.2 Number: The number of directors of this corporation shall be
no fewer than three; provided, however, that if all outstanding shares are
held of record by fewer than three shareholders, then there need be only as
many directors as there are shareholders of record. Subject to such
limitation, the number of directors shall be fixed by resolution of the board
of directors, and may be increased or decreased by resolution of the board of
directors, but no decrease shall have the effect of shortening the term of
any incumbent director.

3.3 Qualification: Directors shall be natural persons at least
eighteen years old, but need not be residents of the State of Colorado or
shareholders of the Corporation.

3.4 Election: The board of directors shall be elected at the
annual meeting of the shareholders or at a special meeting called for that
purpose.

3.5 Term: Each director shall be elected to hold office until the
next annual meeting of shareholders and until his successor is elected and
qualified.

3.6 Removal and Resignation: Any director may be removed at a
meeting expressly called for that purpose, with or without cause, by a vote
of the holders of the majority of shares entitled to vote at any election of
directors. Any director may resign at any time by giving written notice to
the president or to the secretary, and acceptance of such resignation shall
not be necessary to make it effective unless the notice so provides.

3.7 Vacancies: Any vacancy occurring on the board of directors
and any directorship to be filled by reason of an increase in the size of the
board of directors shall be filled by an affirmative vote of a majority,
though less than a quorum, of the remaining directors. A director elected to
fill a vacancy shall hold office during the unexpired term of his predecessor
in office. A director elected to fill a position resulting from an increase
in the board of directors shall hold office

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until the next annual meeting of shareholders and until his successor is
elected and qualified.

3.8 Meetings: A regular meeting of the board of directors shall
be held immediately after, and at the same place as, the annual meeting of
shareholders. No notice of this meeting of the board of directors need be
given. The board of directors may, by resolution, establish a time and place
for additional regular meetings which may thereafter be held without further
notice. Special meetings of the board of directors may be called by the
chairman of the board (if any), the president, or any two members of the
board of directors.

3.9 Notices: Notice of a special meeting, stating the date, hour,
and place of such meeting, shall be given to each member of the board of
directors by the chairman of the board, the president, the secretary, or the
members of the board calling the meeting. The notice may be deposited in the
United States mail at least seven days before the meeting addressed to the
director at the last address he has furnished to the Corporation for this
purpose, and any notice so mailed shall be deemed to have been given when it
was mailed. Notice may also be given at least twenty-four hours before the
meeting in person, or by telephone, prepared telegram, telex, cablegram,
radiogram, or similar method, and such notice shall be deemed to have been
given when the personal or telephone conversation occurs, or when the
telegram, telex, cablegram, radiogram, or other form of notice is either
personally delivered to the director or delivered to the last address of the
director furnished to the Corporation by him for this purpose.

3.10 Quorum: Except as provided in Section 3.7 of these bylaws, 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 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.

3.11 Waiver of Notice: A written waiver of notice signed by a
director, whether before, at, or after the time stated therein, shall be
equivalent to the giving of notice. By attending or participating in any
regular or special meeting, a director waives any required notice of such
meeting unless he objects, at the beginning of the meeting, to the holding of
the meeting or to the transacting of business at the meeting.

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3.12 Attendance by Telephone: One or more members of the board of
directors or of any committee designated by the board of directors may
participate in a meeting of the board or committee by means of conference
telephone or similar communications equipment by which all persons
participating in the meeting can hear each other at the same time. Such
participation shall constitute presence in person at the meeting.

3.13 Action by Directors Without a Meeting: Any action required to
or permitted to be taken at a meeting of the board of directors or any
committee of the directors may be taken without a meeting if a consent in
writing, describing the action so taken, is signed by all of the directors or
committee members entitled to vote with respect to the proposed action. Such
consent may be executed in counterparts and shall be effective as of the date
of the last signature thereon, unless the consent specifies a different
effective date.

ARTICLE 4

Committees

4.1 Authorization of Committees of the Board of Directors: The
board of directors, by resolution adopted by a majority of the full board of
directors, may designate from among its members an executive committee and
one or more other committees, each of which, to the extent provided in the
resolution, shall have all of the authority, powers, and duties of the board
of directors, except that no such committee shall have the authority to do
any of the following: (i) declare dividends or distributions; (ii) approve or
recommend to shareholders actions or proposals required by the Colorado
Corporation Code to be approved by shareholders; (iii) fill vacancies on the
board of directors or any committee thereof; (iv) amend these bylaws; (v)
approve a plan of merger not requiring shareholder approval; (vi) reduce
earned or capital surplus; (vii) authorize or approve the reacquisition of
shares unless pursuant to a general formula or method specified by the board
of directors; or (viii) authorize or approve the issuance or sale of or any
contract to issue or sell shares, or designate the terms of a series of a
class of shares, except that the board of directors, having acted regarding
general authorization for the issuance or sale of shares or any contract
therefor and, in the case of a series, the designation thereof, may, pursuant
to a general formula or method specified by the board by resolution or by
adoption of a stock option or other plan, authorize a committee to fix the
terms of any contract for the sale of the shares and to fix the terms upon
which such shares may be issued or sold, including, without limitation, the
price, the dividend rate, provisions for

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redemption, sinking fund, conversion, or voting or preferential rights, and
provision for other features of a class of shares or a series of a class or
shares, with full power in such committee to adopt any final resolution
setting forth all terms thereof and to authorize the statement of the terms
of a series for filing with the secretary of state under the Colorado
Corporation Code. Subject to the foregoing, the board of directors may
provide by resolution such powers, limitations, and procedures for such
committees as the board deems advisable. To the extent the board of
directors does not establish other procedures for such a committee, each
committee shall be governed by the procedures established in Section 3.8
(except as they relate to an annual meeting of directors) and Sections 3.9,
3.10, 3.11, 3.12 and 3.13 of these bylaws, as if the committee were the board
of directors. Neither the designation of 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 not a member of the committee in question, with his responsibility
under the Colorado Corporation Code to act 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.

ARTICLE 5

Officers

5.1 Number and Election: The officers of the Corporation shall be
a president, a secretary, and a treasurer, who shall be elected by the board
of directors. In addition, the board of directors may elect a chairman and a
vice chairman of the board and one or more vice presidents, and the board of
directors or the president may appoint one or more assistant secretaries or
assistant treasurers, and such other subordinate officers and agents as it or
he shall deem necessary, who shall hold their offices and agencies for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by these bylaws, the board of directors, or the
president. Any two or more offices may be held by the same person, except the
offices of president and secretary. The officers of the Corporation shall be
natural persons at least eighteen years old.

5.2 President: The president shall be the chief executive officer
of the Corporation. He shall preside at all meetings of shareholders and,
unless the board of directors has elected a chairman or vice chairman, at all
meetings of the board of directors. Subject to the direction and control of
the board of directors, he

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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. He may negotiate, enter into, and execute contracts,
deeds, and other instruments on behalf of the Corporation as are necessary
and appropriate or as are approved by the board of directors or committees
designated by the board of directors. He shall have such additional
authority, power, and duties as are appropriate and customary for the office
of president and chief executive officer and as the board of directors may
prescribe from time to time.

5.3 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, shall be the officer(s) next in seniority after
the president. Each vice president shall have such authority, power, and
duties as are prescribed by the board of directors or 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, power,
and duties of the president.

5.4 Secretary: The secretary shall 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 stock records, be responsible for the maintenance of all corporate
records and files and the preparation and filing of reports to governmental
agencies (other than tax returns), have authority to affix the corporate seal
to any instrument requiring it (and, when so affixed, it may be attested by
his signature), and have such other authority, powers, and duties as are
appropriate and customary for the office of secretary or as the board of
directors or the president may prescribe from time to time.

5.5 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 president shall, under the supervision of the
president and the secretary, perform such other duties and have such other
powers as may be prescribed from time to time by the board of directors or
the president. 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
president, shall have the authority, power, and duties of the secretary.

5.6 Treasurer: The treasurer shall have control of the funds and
the care and custody of all stocks, bonds, and other securities owned by the
Corpora-

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tion, and shall be responsible for the preparation and filing of tax returns.
He shall receive all moneys paid to the Corporation and, subject to any
limits imposed by the board of directors or the president, 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. He shall
have such additional authority, powers, and duties as are appropriate and
customary for the office of treasurer and as the board of directors or
president may prescribe from time to time.

5.7 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 president shall, under the supervision of the
president and the treasurer, have such authority, powers, and duties as may
be prescribed from time to time by the board of directors or the president.
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 president, shall have
the authority, powers, and duties of the Treasurer.

5.8 Removal and Resignation: Any officer elected or appointed by
the board of directors may be removed at any time by the board of directors.
Any officer appointed by the president may be removed at any time by the
board of directors or the president. Any officer may resign at any time by
giving written notice of his resignation to the president or to the
secretary, and acceptance of such resignation shall not be necessary to make
it effective, unless the notice so provides. Any vacancy occurring in any
office, the election or appointment to which is made by the board of
directors, shall be filled by the board of directors. Any vacancy occurring
in any other office of the Corporation may be filled by the board of
directors or the president for the unexpired portion of the term.

5.9 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.

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ARTICLE 6

Indemnification

6.1 Indemnification: The Corporation shall indemnify each person
who is or was a director, officer or employee of the Corporation, or of any
other corporation, partnership, joint venture, trust or other enterprise
which he is serving or served in any capacity at the request of the
corporation, against any and all liability and reasonable expense that may be
incurred by him in connection with or resulting from any claim, action, suit
or proceeding (whether actual or threatened, brought by or in the right of
the Corporation or such other corporation, partnership, joint venture, trust
or other enterprise, or otherwise, civil, criminal, administrative,
investigative, or in connection with an appeal relating thereto), in which he
may become involved, as a party or otherwise, by reason of his being or
having been a director, officer or employee of the corporation or of such
other corporation, partnership, joint venture, trust or other enterprise or
by reason of any past or future action taken or not taken in his capacity as
such director, officer or employee, whether or not he continues to be such at
the time such liability or expense is incurred, provided that such person
acted in good faith and in a manner he reasonably believed to be in the best
interests of the Corporation or such other corporation, partnership, joint
venture, trust or other enterprise, as the case may be, and, in addition, in
any criminal action or proceedings, had no reasonable cause to believe that
his conduct was unlawful. Notwithstanding the foregoing, there shall be no
indemnification (a) as to amounts paid or payable to the Corporation, or such
other corporation, partnership, joint venture, trust or other enterprise, as
the case may be, for or based upon the director, officer or employee having
gained in fact any personal profit or advantage to which he was not legally
entitled; (b) as to amounts paid or payable to the Corporation for an
accounting of profits in fact made from the purchase or sale of securities of
the Corporation within the meaning of Section 16(b) of the Securities
Exchange Act of 1934 and amendments thereto or similar provisions of any
state statutory law; or (c) with respect to matters as to which
indemnification would be in contravention of the laws of the State of
Colorado or of the United States of America, whether as a matter of public
policy or pursuant to statutory provisions.

Any such director, officer or employee who has been wholly
successful, on the merits or otherwise, with respect to any claim, action,
suit or proceeding of the character described herein shall be entitled to
indemnification as of right, except to the extent he has otherwise been
indemnified. Except as provided in the preceding sentence, any
indemnification hereunder shall be granted by the Corpora-

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tion, but only if (a) the board of directors, acting by a quorum consisting
of the directors who are not parties to or who have been wholly successful
with respect to such claim, action,-suit or proceeding, shall find that the
director, officer or employee has met the applicable standards of conduct set
forth in the first paragraph of this Section 6.1; or (b) outside legal
counsel engaged by the Corporation (who may be regular counsel of the
Corporation) shall deliver to the Corporation its written opinion that such
director, officer or employee has met such applicable standards of conduct;
or (c) a court of competent jurisdiction has determined that such director,
officer or employee has met such standards, in an action brought either by
the Corporation, or by the director, officer or employee seeking
indemnification, applying de novo such applicable standards of conduct. The
termination of any claim, action, suit or proceeding, civil or criminal, by
judgment, settlement (whether with or without court approval) or conviction
or upon a plea of guilty or of nolo contendere, or its equivalent, shall not
create a presumption that a director, officer or employee did not meet the
applicable standards of conduct set forth in the first paragraph of this
Section 6.1.

As used in this Section 6.1, the term "liability" shall mean
amounts paid in settlement or in satisfaction of judgments or fines or
penalties, and the term "expense" shall include, but shall not be limited to,
attorneys' fees and disbursements, incurred in connection with the claim,
action, suit or proceeding. The Corporation may advance expenses to, or
where appropriate may at its option and expense undertake the defense of, any
such director, officer or employee upon receipt of an undertaking by or on
behalf of such person to repay such expenses if it should ultimately be
determined that the person is not entitled to indemnification under this
Section 6.1.

The provisions of this Section 6.1 shall be applicable to claims,
actions, suits or proceedings made or commenced after the adoption thereof,
whether arising from acts or omissions to act occurring before or after the
adoption hereof. If several claims, issues or matters of action are involved,
any such director, officer or employee may be entitled to indemnification as
to some matters even though he is not so entitled as to others. The rights
of indemnification provided hereunder shall be in addition to any rights to
which any director, officer or employee concerned may otherwise be entitled
by contract or as a matter of law, and shall inure to the benefit of the
heirs, executors and administrators of any such director, officer or employee.

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ARTICLE 7

Stock

7.1 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 the chairman or vice chairman of the board
of directors, or the president or any vice president, and by the treasurer or
an assistant treasurer, or the secretary or an assistant secretary. 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 shall state upon its
face (a) that the Corporation is organized under the laws of the State of
Colorado. (b) the name of the person to whom issued, (c) the number and class
of the shares and the designation of the series, if any, that the certificate
represents, (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.

7.2 Facsimile Signatures: Where a certificate is signed (i) by a
transfer agent other than the Corporation or its employee, or (ii) by a
registrar other than the Corporation or its employees, any or all of the
officers' signatures on the certificate required by Section 7.1 may be
facsimile. If any officer, transfer agent or registrar who has signed, or
whose facsimile signature or signatures have been placed upon, any
certificate, shall cease to be such officer, transfer agent, or registrar,
whether because of death, resignation, or otherwise, before the certificate
is issued by the Corporation, it may nevertheless be issued by the
Corporation with the same effect as if he were such officer, transfer agent
or registrar at the date of issue.

7.3 Transfers of Stock: 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.
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 of stock are
registered on its books as the owner of those shares for all purposes.

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7.4 Shares Held for Account of Another: 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 shall set forth (i) the
classification of shareholders who may certify; (ii) the purpose or purposes
for which the certification may be made; (iii) the form of certification and
information to be contained herein; (iv) 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 (v) 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.

ARTICLE 8

Seal

8.1 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.

ARTICLE 9

Fiscal Year

9.1 Fiscal Year: The board of directors may, by resolution, adopt
a fiscal year for the Corporation.

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ARTICLE 10

Amendment

10.1 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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