Exhibit 4.08

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                              AMENDED AND RESTATED
                                     BYLAWS


                                       OF

                          NanoPierce Technologies, Inc.

                             (A NEVADA CORPORATION)



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<PAGE>
                                TABLE OF CONTENTS


AMENDED AND RESTATED BYLAWS . . . . . . . . . . . . . . . . . . . . . . . . . .1

ARTICLE I     OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

     1.1     Business Office. . . . . . . . . . . . . . . . . . . . . . . . . .1
     ---     -------- ------

     1.2     Registered Office. . . . . . . . . . . . . . . . . . . . . . . . .1
     ---     ---------- ------

ARTICLE II     SHARES AND TRANSFER THEREOF. . . . . . . . . . . . . . . . . . .1

     2.1     Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
     ---     ----------

     2.2     Certificates for Shares . . . . . . . . . . . . . . . . . . . . . 1
     ---     ------------ --- ------

     2.3     Cancellation of Certificates . . . . . . . . . . . . . . . . . . .2
     ---     ------------ -- ------------

     2.4     Lost, Stolen or Destroyed Certificates . . . . . . . . . . . . . .2
     ---     ----- ------ -- --------- ------------

     2.5     Transfer of Shares . . . . . . . . . . . . . . . . . . . . . . . .3
     ---     -------- -- ------

     2.6     Transfer Agent . . . . . . . . . . . . . . . . . . . . . . . . . .3
     ---     -------- -----

     2.7     Close of Transfer Book and Record Date . . . . . . . . . . . . . .4
     ---     ----- -- -------- ---- --- ------ ----

ARTICLE III     SHAREHOLDERS AND MEETINGS THEREOF . . . . . . . . . . . . . . .4

     3.1     Shareholders of Record . . . . . . . . . . . . . . . . . . . . . .4
     ---     ------------ -- ------

     3.2     Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     ---     --------

     3.3     Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . .5
     ---     ------ -------

     3.4     Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . .5
     ---     ------- --------

     3.5     Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     ---     ------

     3.6     Meeting of All Shareholders . . . . . . . . . . . . . . . . . . . 6
     ---     ------- -- --- ------------

     3.7     Voting Record . . . . . . . . . . . . . . . . . . . . . . . . . . 6
     ---     ------ ------

     3.8     Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     ---     ------

     3.9     Manner of Acting . . . . . . . . . . . . . . . . . . . . . . . . .7
     ---     ------ -- ------

     3.10    Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
     ----    -------

     3.11    Voting of Shares . . . . . . . . . . . . . . . . . . . . . . . . .8
     ----    ------ -- ------

     3.12    Voting of Shares by Certain Holders . . . . . . . . . . . . . . . 8
     ----     ------ -- ------ -- ------- -------

     3.13    Informal Action by Shareholder . . . . . . . . . . . . . . . . . .9
     ----    -------- ------ -- -----------

     3.14    Voting by Ballot . . . . . . . . . . . . . . . . . . . . . . . . .9
     ----    ------ -- ------

     3.15    Cumulative Voting . . . . . . . . . . . . . . . . . . . . . . . . 9
     ----    ---------- ------

ARTICLE IV     DIRECTORS, POWERS AND MEETINGS . . . . . . . . . . . . . . . . .9

     4.1     Board of Directors . . . . . . . . . . . . . . . . . . . . . . . .9
     ---     ----- -- ---------

     4.2     Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . .9
     ---     ------- --------


                                        i
<PAGE>
     4.3     Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . 10
     ---     ------- --------

     4.4     Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
     ---     ------

     4.5     Participation by Electronic Means . . . . . . . . . . . . . . . .11
     ---     ------------- -- ---------- -----

     4.6     Quorum and Manner of Acting . . . . . . . . . . . . . . . . . . .11
     ---     ------ --- ------ -- ------

     4.7     Organization . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     ---     ------------

     4.8     Presumption of Assent . . . . . . . . . . . . . . . . . . . . . .11
     ---     ----------- -- ------

     4.9     Informal Action By Directors . . . . . . . . . . . . . . . . . . 12
     ---     -------- ------ -- ---------

     4.10    Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
     ----    ---------

     4.11    Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     ----    ------------

     4.12    Removal of Directors . . . . . . . . . . . . . . . . . . . . . . 12
     ----    ------- -- ---------

     4.13    Resignations . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     ----    ------------

     4.14    General Powers . . . . . . . . . . . . . . . . . . . . . . . . . 13
     ----    ------- ------

ARTICLE V     OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . .13

     5.1     Term and Compensation . . . . . . . . . . . . . . . . . . . . . .13
     ---     ---- --- ------------

     5.2     Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
     ---     ------

     5.3     Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     ---     ------------

     5.4     Delegation of Duties . . . . . . . . . . . . . . . . . . . . . . 15
     ---     ---------- -- ------

     5.5     Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
     ---     -----

     5.6     Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
     ---     -------

ARTICLE VI     FINANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

     6.1     Reserve Funds . . . . . . . . . . . . . . . . . . . . . . . . . .16
     ---     ------- -----

     6.2     Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
     ---     -------

ARTICLE VII     DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE VIII    CONTRACTS, LOANS AND CHECKS . . . . . . . . . . . . . . . . . 16

     8.1     Execution of Contracts . . . . . . . . . . . . . . . . . . . . . 16
     ---     --------- -- ---------

     8.2     Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
     ---     -----

     8.3     Checks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
     ---     ------

     8.4     Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
     ---     --------

ARTICLE IX    FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE X     CORPORATE SEAL . . . . . . . . . . . . . . . . . . . . . . . . .17

ARTICLE XI    AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .18

ARTICLE XII   EXECUTIVE COMMITTEE . . . . . . . . . . . . . . . . . . . . . . 18


                                       ii
<PAGE>
     12.1    Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . .18
     ----    -----------

     12.2    Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
     ----    ---------

     12.3    Tenure and Qualifications . . . . . . . . . . . . . . . . . . . .18
     ----    ------ --- --------------

     12.4    Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
     ----    --------

     12.5    Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
     ----    ------

     12.6    Informal Action by Executive Committee . . . . . . . . . . . . . 19
     ----    -------- ------ -- --------- ---------

     12.7    Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
     ----    ---------

     12.8    Resignation and Removal . . . . . . . . . . . . . . . . . . . . .19
     ----    ----------- --- -------

     12.9    Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
     ----    ---------

ARTICLE XIII     EMERGENCY BYLAWS . . . . . . . . . . . . . . . . . . . . . . 20

CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21


                                      iii
<PAGE>
                                    ARTICLE I

                                     OFFICES

1.1     Business  Office.
---     --------  ------

     The principal office and place of business of the Corporation in the State
of Colorado shall be at 370 17th Street, Suite 3640, Denver, Colorado 80202.
Other offices and places of business may be established from time to time by
resolution of the Board of Directors or as the business of the Corporation may
require.

1.2     Registered  Office.
---     ----------  ------

     The initial registered office of the Corporation, required by the Nevada
General Corporation Law to be maintained in the State of Nevada, shall be set
forth in the Articles of Incorporation.  The address of the registered office
may be changed from time to time by the Board of Directors.

                                   ARTICLE II

                           SHARES AND TRANSFER THEREOF

2.1     Regulation.
---     ----------

     The Board of Directors may make such rules and regulations as it may deem
appropriate concerning the issuance, transfer and registration of certificates
for shares of the Corporation, including the appointment of transfer agents and
registrars.

2.2     Certificates  for  Shares.
---     ------------  ---  ------

     Certificates representing shares of the Corporation shall be respectively
numbered serially for each class of shares, or series thereof, as they are
issued, shall be impressed with the corporate seal or a facsimile thereof, and
shall be signed by the Chairman or Vice-Chairman of the Board of Directors or by
the President or a Vice-President and by the Treasurer or an Assistant Treasurer
or by the Secretary or an Assistant Secretary; provided that such signatures may
be a facsimile if the certificate is countersigned by a transfer agent, or
registered by a registrar other than the Corporation itself or its employee.
Each certificate shall state the name of the Corporation, the fact that the
Corporation is organized or incorporated under the laws of


<PAGE>
the State of Nevada, the name of the person to whom issued, the date of issue,
the class (or series of any class), the number of shares represented thereby and
the par value of the shares represented thereby or a statement that such shares
are without par value. A statement of the designations, preferences,
qualifications, limitations, restrictions and special or relative rights of the
shares of each class shall be set forth in full or summarized on the face or
back of the certificates which the Corporation shall issue, or in lieu thereof,
the certificate may set forth that such a statement or summary will be furnished
to any shareholder upon request without charge. Each certificate shall be
otherwise in such form as may be prescribed by the Board of Directors and as
shall conform to the rules of any stock exchange on which the shares may be
listed.

     The Corporation shall not issue certificates representing fractional shares
and shall not be obligated to make any transfers creating a fractional interest
in a share of stock. The Corporation may, but shall not be obligated to, issue
script in lieu of any fractional shares, such script to have terms and
conditions specified by the Board of Directors.

2.3     Cancellation  of  Certificates.
---     ------------  --  ------------

     All certificates surrendered to the Corporation for transfer shall be
canceled and no new certificates shall be issued in lieu thereof until the
former certificate for a like number of shares shall have been surrendered and
canceled, except as herein provided with respect to lost, stolen or destroyed
certificates.

2.4     Lost,  Stolen  or  Destroyed  Certificates.
---     -----  ------  --  ---------  ------------

     Any shareholder claiming that his certificate for shares is lost, stolen or
destroyed may make an affidavit or affirmation of the fact and lodge the same
with the Secretary of the Corporation, accompanied by a signed application for a
new certificate.  Thereupon, and upon the giving of a satisfactory bond of
indemnity to the Corporation and the Transfer Agent, if any, not exceeding an
amount double the value of the shares as represented by such certificate (the
necessity for such bond and the amount required to be determined by the
President and Treasurer of the Corporation and the Transfer Agent, if any), a
new certificate may be issued of the same tenor and representing the same
number, class and series of shares as were represented by the certificate
alleged to be lost, stolen or destroyed.


                                        2
<PAGE>
2.5     Transfer  of  Shares.
---     --------  --  ------

     Subject to the terms of any shareholder agreement relating to the transfer
of shares or other transfer restrictions contained in the Articles of
Incorporation or authorized therein, shares of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in person or
by his duly authorized attorney, upon the surrender and cancellation of a
certificate or certificates for a like number of shares.  Upon presentation and
surrender of a certificate for shares properly endorsed and payment of all taxes
therefor, the transferee shall be entitled to a new certificate or certificates
in lieu thereof.  As against the Corporation, a transfer of shares can be made
only on the books of the Corporation and in the manner hereinabove provided, and
the Corporation shall be entitled to treat the holder of record of any share as
the owner thereof and shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other person, whether or
not it shall have express or other notice thereof, save as expressly provided by
the statutes of the State of Nevada.

2.6     Transfer  Agent.
---     --------  -----

     Unless otherwise specified by the Board of Directors by resolution, the
Secretary of the Corporation shall act as transfer agent of the certificates
representing the shares of stock of the Corporation.  He shall maintain a stock
transfer book, the stubs in which shall set forth among other things, the names
and addresses of the holders of all issued shares of the Corporation, the number
of shares held by each, the certificate numbers representing such shares, the
date of issue of the certificates representing such shares, and whether or not
such shares originate from original issue or from transfer.  Subject to Section
3.7, the names and addresses of the shareholders as they appear on the stubs of
the stock transfer book shall be conclusive evidence as to who are the
shareholders of record and as such entitled to receive notice of the meetings of
shareholders; to vote at such meetings; to examine the list of the shareholders
entitled to receive notice of the meetings of shareholders; to vote at such
meetings; to examine the list of the shareholders entitled to vote at meetings;
to receive dividends; and to own, enjoy and exercise any other property or
rights deriving from such shares against the Corporation.  Each shareholder
shall be responsible for notifying the Secretary in writing of any change in his
name or address and failure so to do will relieve the Corporation, its
directors, officers and agents, from liability for failure to direct notices or
other documents, or pay over or transfer dividends or other


                                        3
<PAGE>
property or rights, to a name or address other than the name and address
appearing on the stub of the stock transfer book.

2.7     Close  of  Transfer  Book  and  Record  Date.
---     -----  --  --------  ----  ---  ------  ----

     For the purpose of 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 provide
that the stock transfer books shall be closed for a stated period, but not to
exceed, in any case, seventy (70) days.  If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of, or to
vote at a meeting of shareholders, such books shall be closed for not less than
ten (10) days immediately preceding such meeting.  In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than seventy (70) days and, in case of a meeting of shareholders, not less
than ten (10) days immediately preceding the date on which the particular action
requiring such determination of shareholders is to be taken.  If the stock
transfer books are not closed and no record date is fixed  for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the day before the
first notice of the meeting given to shareholders, shall be the record date for
such determination of shareholders.  When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof unless
required or permitted otherwise by the Nevada General Corporation Law.

                                   ARTICLE III

                        SHAREHOLDERS AND MEETINGS THEREOF

3.1     Shareholders  of  Record.
---     ------------  --  ------

     Only shareholders of record on the books of the Corporation shall be
entitled to be treated by the Corporation as holders in fact of the shares
standing in their respective names, and the Corporation shall not be bound to
recognize any equitable or other claim to or interest in, any


                                        4
<PAGE>
shares on the part of any other person, firm or Corporation, whether or not it
shall have express or other notice thereof, except as expressly provided by the
laws of the State of Nevada.

3.2     Meetings.
---     --------

     Meetings of shareholders shall be held at the principal office of the
Corporation, or at such other place as specified from time to time by the Board
of Directors.  If the Board of Directors shall specify another location such
change in location shall be recorded on the notice calling such meeting.

3.3     Annual  Meeting.
---     ------  -------

     In the absence of a resolution of the Board of Directors providing
otherwise, the annual meeting of shareholders of the Corporation for the
election of directors, and for the transaction of such other business as may
properly come before the meeting, shall be held on the second Friday of December
in each fiscal year, if the same be not a legal holiday, and if a legal holiday
in the State of Nevada, then on the next succeeding business day, at 10:00 a.m.
If the election of directors shall not be held on the day designated herein for
any annual meeting of the shareholders, the Board of Directors shall cause the
election to be held at a special meeting of the shareholders as soon thereafter
as may be convenient.  If the annual meeting is not held within the time period
required by Nevada General Corporation Law, any court of competent jurisdiction
in the State of Nevada, may, on the application of any shareholder, summarily
order a meeting to be held.

3.4     Special  Meetings.
---     -------  --------

     Special meetings of shareholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the President, the Board of
Directors or the holders of not less than ten percent (10%) of all the shares
entitled to vote at the meeting.

3.5     Notice.
---     ------

     Written notice stating the place, day and hour of the meeting and, in case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered unless otherwise prescribed by statute not less than ten (10)
days nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the


                                        5
<PAGE>
Secretary, or the officer or person calling the meeting to each shareholder of
record entitled to vote at such meeting; except that, if the authorized shares
are to be increased at least thirty (30) days' notice shall be given. Any
shareholder may waive notice of any meeting.

     Notice to shareholders of record, if mailed, shall be deemed given as to
any shareholder of record, when deposited in the United States mail, addressed
to the shareholder at his address as it appears on the stock transfer books of
the Corporation, with postage thereon prepaid, but 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
another address for such shareholder is made known to the Corporation.

3.6     Meeting  of  All  Shareholders.
---     -------  --  ---  ------------

     If all of the shareholders shall meet at any time and place, either within
or without the State of Nevada, and consent to the holding of a meeting at such
time and place, such meeting shall be valid without call or notice, and at such
meeting any corporate action may be taken.

3.7     Voting  Record.
---     ------  ------

     The officer or agent having charge of the stock transfer books for shares
of the Corporation shall make, at least ten (10) days before such meeting of
shareholders, a complete record of the shareholders entitled to vote at each
meeting of shareholders or any adjournment thereof, arranged in alphabetical
order, with the address of and the number of shares held by each.  The record,
for a period of ten (10) days prior to such meeting, shall be kept on file at
the principal office of the Corporation, whether within or without the State of
Nevada, and shall be subject to inspection by any shareholder for any purpose
germane to the meeting at any time during usual business hours.  Such record
shall be produced and kept open at the time and place of the meeting and shall
be subject to the inspection of any shareholder during the whole time of the
meeting for the purposes thereof.

     The original stock transfer books shall be the prima facie evidence as to
who are the shareholders entitled to examine the record or transfer books or to
vote at any meeting of shareholders.


                                        6
<PAGE>
3.8     Quorum.
---     ------

     One-Third (1/3) of the votes entitled to be cast on the matter by the
voting group, represented in person or by proxy, shall constitute a quorum at
any meeting of shareholders, except as otherwise provided by the Nevada General
Corporation Law and the Articles of Incorporation.  In the absence of a quorum
at any such meeting, a majority of the shares so represented may adjourn the
meeting from time to time for a period not to exceed sixty (60) days without
further notice.  At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed.  The shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.

3.9     Manner  of  Acting.
---     ------  --  ------

     If a quorum is present, action on a matter other than the election of
directors by a voting group is approved if the votes cast within the voting
group favoring the action exceeds the votes cast within the voting group
opposing the action, unless the vote of a different proportion or number or
voting by classes is otherwise required or permitted by statute or by the
Articles of Incorporation or these Bylaws.  The election of directors shall be
governed by the Nevada General Corporation Law.  Unless cumulative voting is
specifically permitted, in an election of directors, that number of candidates
equaling the number of directors to be elected, having the highest number of
votes cast in favor of their election, are elected to the Board of Directors.

3.10     Proxies.
----     -------

     At all meetings of shareholders a shareholder may vote 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 (11) months from the date of its execution, unless otherwise provided in
the proxy.


                                        7
<PAGE>
3.11     Voting  of  Shares.
----     ------  --  ------

     Unless otherwise provided by these Bylaws or the Articles of Incorporation,
each outstanding share entitled to vote shall be entitled to one (1) vote upon
each matter submitted to a vote at a meeting of shareholders, and each
fractional share shall be entitled to a corresponding fractional vote on each
such matter.

3.12     Voting  of  Shares  by  Certain  Holders.
----     ------  --  ------  --  -------  -------

     Shares standing in the name of another Corporation may be voted by such
officer, agent or proxy as the Bylaws of such Corporation may prescribe, or, in
the absence of such provision, as the Board of Directors of such other
Corporation may determine.

     Shares standing in the name of a deceased person, a minor ward or an
incompetent person may be voted by his administrator, executor, court appointed
guardian or conservator, either in person or by proxy without a transfer of such
shares into the name of such administrator, executor, court appointed guardian
or conservator. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority to do so is
contained in an appropriate order of the court by which such receiver was
appointed.

     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     Neither shares of its own stock belonging to this Corporation, nor shares
of its own stock held by it in a fiduciary capacity, nor shares of its own stock
held by another Corporation if the majority of shares entitled to vote for the
election of directors of such Corporation is held by this Corporation may be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time.

     Redeemable shares which have been called for redemption shall not be
entitled to vote on any matter and shall not be deemed outstanding shares on and
after the date on which written notice of redemption has been mailed to
shareholders and a sum sufficient to redeem such shares


                                        8
<PAGE>
has been deposited with a bank or trust company with irrevocable instruction and
authority to pay the redemption price to the holders of the shares upon
surrender of certificates therefor.

3.13     Informal  Action  by  Shareholder.
----     --------  ------  --  -----------

     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, setting
forth the action so taken, shall be signed by shareholders owning at least fifty
percent (50%) of the shares required and entitled to vote with respect to the
subject matter thereof in accordance with the Nevada General Corporation Law.

3.14     Voting  by  Ballot.
----     ------  --  ------

     Voting on any question or in any election may be by voice vote unless the
presiding officer shall order or any shareholder shall demand that voting be by
ballot.

3.15     Cumulative  Voting.
----     ----------  ------

     There will not be cumulative voting.

                                   ARTICLE IV

                         DIRECTORS, POWERS AND MEETINGS

4.1     Board  of  Directors.
---     -----  --  ---------

     The business and affairs of the Corporation shall be managed by a board of
not less than one (1) director who need not be shareholders of the Corporation
or residents of the State of Nevada and who shall be elected at the annual
meeting of shareholders or some adjournment thereof.  The directors shall hold
office until the next succeeding annual meeting of shareholders and until their
successors shall have been elected and shall qualify.  The Board of Directors
may increase or decrease, to not less than one (1), the number of directors by
resolution; except that there need only be as many directors as there are
shareholders in the event that the outstanding shares are held of record by
fewer than three (3) shareholders.

4.2     Regular  Meetings.
---     -------  --------

     A regular, annual meeting of the Board of Directors shall be held at the
same place as, and immediately after, the annual meeting of shareholders, and no
notice shall be required in


                                        9
<PAGE>
connection therewith. The annual meeting of the Board of Directors shall be for
the purpose of electing officers and the transaction of such other business as
may come before the meeting. The Board of Directors may provide, by resolution,
the time and place, either within or without the State of Nevada, for the
holding of additional regular meetings without other notice than such
resolution.

4.3     Special  Meetings.
---     -------  --------

     Special meetings of the Board of Directors may be called by or at the
request of the President or any director.  The person or persons authorized to
call special meetings of the Board of Directors may fix any place, either within
or without the State of Nevada, as the place for holding any special meeting of
the State of Nevada, as the place for holding any special meeting of the Board
of Directors called by them.

4.4     Notice.
---     ------

     Written notice of any special meeting of directors shall be given as
follows:

     (a)  By mail to each director at his business address at least three (3)
          days prior to the meeting; or

     (b)  By personal delivery or telegram at least twenty-four (24) hours prior
          to the meeting to the business address of each director, or in the
          event such notice is given on a Saturday, Sunday or holiday, to the
          residence address of each director. If mailed, such notice shall be
          deemed to be delivered when deposited in the United States mail, so
          addressed, with postage thereon prepaid. If notice be given by
          telegram, such notice shall be deemed to be delivered when the
          telegram is delivered to the telegraph company. Any director may waive
          notice of any meeting. The attendance of a director at any meeting
          shall constitute a waiver of notice of such meeting, except where a
          director attends a meeting for the express purpose of objecting to the
          transaction of any business because the meeting is not lawfully called
          or convened. Neither the business to be transacted at, nor the purpose
          of, any regular or special meeting of the Board of Directors need be
          specified in the notice or waiver of notice of such meeting.

     (c)  By any other means authorized by the Nevada General Corporation Law.


                                       10
<PAGE>
4.5     Participation  by  Electronic  Means.
---     -------------  --  ----------  -----

     Except as may be otherwise provided by the Articles of Incorporation or
Bylaws, members of the Board of Directors or any committee designated by such
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.

4.6     Quorum  and  Manner  of  Acting.
---     ------  ---  ------  --  ------

     A quorum at all meetings of the Board of Directors shall consist of a
majority of the number of directors then holding office, but a smaller number
may adjourn from time to time without further notice, until a quorum is secured.
The act of the majority of the directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors, unless the act of a
greater number is required by the laws of the State of Nevada, the Articles of
Incorporation, these Bylaws or any written agreement to which the corporation is
a party.

4.7     Organization.
---     ------------

     The Board of Directors shall elect a chairman to preside at each meeting of
the Board of Directors.  The Board of Directors shall elect a Secretary to
record the discussions and resolutions of each meeting.

4.8     Presumption  of  Assent.
---     -----------  --  ------

     A director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken, unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.


                                       11
<PAGE>
4.9     Informal  Action  By  Directors.
---     --------  ------  --  ---------

     Any action required or permitted to be taken by the Board of Directors, or
a committee thereof, at a meeting may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all the directors
or all the committee members entitled to vote with respect to the subject matter
thereof.

4.10     Vacancies.
----     ---------

     Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining directors though less than a
quorum of the Board of Directors.  A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office, and shall hold such
office until his successor is duly elected and shall qualify.  Any directorship
to be filled by reason of an increase in the number of directors shall be filled
by the affirmative vote of a majority of the directors then in office or by an
election at an annual meeting, or at a special meeting of shareholders called
for that purpose.  A director chosen to fill a position resulting from an
increase in the number of directors shall hold office only until the next
election of directors by the shareholders.

4.11     Compensation.
----     ------------

     By resolution of the Board of Directors and irrespective of any personal
interest of any of the members, each director may be paid his expenses, if any,
of attendance at each meeting of the Board of Directors, and may be paid a
stated salary as director or a fixed sum for attendance at each meeting of the
Board of Directors or both.  No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.

4.12     Removal  of  Directors.
----     -------  --  ---------

     Any director or directors of the Corporation may be removed at any time,
with or without cause, in the manner provided in the Nevada General Corporation
Law.

4.13     Resignations.
----     ------------

     A director of the Corporation may resign at any time by giving written
notice to the Board of Directors, President or Secretary of the Corporation.
The resignation shall take effect


                                       12
<PAGE>
upon the date of receipt of such notice, or at any later period of time
specified therein. The acceptance of such resignation shall not be necessary to
make it effective, unless the resignation requires it to be effective as such.

4.14     General  Powers.
----     -------  ------

     The business and affairs of the Corporation shall be managed by the Board
of Directors which may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or done by
the shareholders.  The directors shall pass upon any and all bills or claims of
officers for salaries or other compensation and, if deemed advisable, shall
contract with officers, employees, directors, attorneys, accountants and other
persons to render services to the Corporation.

                                    ARTICLE V

                                    OFFICERS

5.1     Term  and  Compensation.
---     ----  ---  ------------

     The elective officers of the Corporation shall consist of at least a
President and a Secretary each of whom shall be eighteen years or older and who
shall be elected by the Board of Directors at its annual meeting.  Unless
removed in accordance with procedures established by law and these Bylaws, the
said officers shall serve until the next succeeding annual meeting of the Board
of Directors and until their respective successors are elected and shall qualify
or until their earlier resignation.  Any number of offices may be held by the
same person at the same time.  The Board may elect or appoint such other
officers and agents as it may deem advisable, who shall hold office during the
pleasure of the Board.

5.2     Powers.
---     ------

     The officers of the Corporation shall exercise and perform the respective
powers, duties and functions as are stated below, and as may be assigned to them
by the Board of Directors.

     (a)  The President shall be the chief executive officer of the corporation
          and shall, subject to the control of the Board of Directors, have
          general supervision, direction and control of the business and
          officers of the Corporation. He shall


                                       13
<PAGE>
          preside, when present, at all meetings of the shareholders and of the
          Board of Directors unless a different chairman of such meetings is
          elected by the Board of Directors.

     (b)  In the absence or disability of the President, the Vice President or
          Vice Presidents, if any, in order of their rank as fixed by the Board
          of Directors, and if not ranked, the Vice Presidents in the order
          designated by the Board of Directors, shall perform all the duties of
          the President, and when so acting shall have all the powers of, and be
          subject to all the restrictions on the President. Each Vice President
          shall have such other powers and perform such other duties as may from
          time to time be assigned to him by the President or the Board of
          Directors.

     (c)  The Secretary shall keep accurate minutes of all meetings of the
          shareholders and the Board of Directors unless a different Secretary
          of such meetings is elected by the Board of Directors. He shall keep,
          or cause to be kept a record of the shareholders of the Corporation
          and shall be responsible for the giving of notice of meetings of the
          shareholders or the Board of Directors. The Secretary shall be
          custodian of the records and of the seal of the corporation and shall
          attest the affixing of the seal of the Corporation when so authorized.
          The Secretary or Assistant Secretary shall sign all stock
          certificates. The Secretary shall perform all duties commonly incident
          to his office and such other duties as may from time to time be
          assigned to him by the President or the Board of Directors.

     (d)  An Assistant Secretary may, at the request of the Secretary, or in the
          absence or disability of the Secretary, perform all of the duties of
          the Secretary. He shall perform such other duties as may be assigned
          to him by the President or by the Secretary.

     (e)  The Treasurer, subject to the order of the Board of Directors, shall
          have the care and custody of the money, funds, valuable papers and
          documents of the Corporation. He shall keep accurate books of accounts
          of the Corporation's transactions, which shall be the property of the
          Corporation, and shall render financial reports and statements of
          condition of the Corporation when so requested by the Board of
          Directors or President. The Treasurer shall perform all duties
          commonly incident to his office and such other duties as may from time


                                       14
<PAGE>
          to time be assigned to him by the President or the Board of Directors.
          In the absence or disability of the President and Vice President or
          Vice Presidents, the Treasurer shall perform the duties of the
          President.

     (f)  An Assistant Treasurer may, at the request of the Treasurer, or in the
          absence or disability of the Treasurer, perform all of the duties of
          the Treasurer. He shall perform such other duties as may be assigned
          to him by the President or by the Treasurer.

5.3     Compensation.
---     ------------

     All officers of the Corporation may receive salaries or other compensation
if so ordered and fixed by the Board of Directors.  The board shall have
authority to fix salaries in advance for stated periods or render the same
retroactive as the Board may deem advisable.

5.4     Delegation  of  Duties.
---     ----------  --  ------

     In the event of absence or inability of any officer to act, the Board of
Directors may delegate the powers or duties of such officer to any other
officer, director or person whom it may select.

5.5     Bonds.
---     -----

     If the Board of Directors by resolution shall so require, any officer or
agent of the Corporation shall give bond to the Corporation in such amount and
with such surety as the Board of Directors may deem sufficient, conditioned upon
the faithful performance of their respective duties and offices.

5.6     Removal.
---     -------

     Any officer or agent may be removed by the Board of Directors or by the
executive committee, if any, whenever in its judgment the best interest of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.  Election or
appointment of an officer or agent shall not, of itself, create contract rights.


                                       15
<PAGE>
                                   ARTICLE VI

                                     FINANCE

6.1     Reserve  Funds.
---     -------  -----

     The Board of Directors, in its uncontrolled discretion, may set aside from
time to time, out of the net profits or earned surplus of the Corporation, such
sum or sums as it deems expedient as a Reserve Fund to meet contingencies, for
equalizing dividends, for maintaining any property of the Corporation, and for
any other purpose.

6.2     Banking.
---     -------

     The moneys of the Corporation shall be deposited in the name of the
Corporation in such bank or banks or trust company or trust companies, as the
Board of Directors shall designate, and may be drawn out only on checks signed
in the name of the Corporation by such person or persons as the Board of
Directors, by appropriate resolution, may direct.  Notes and commercial paper,
when authorized by the Board, shall be signed in the name of the Corporation by
such officer or officers or agent or agents as shall be thereunto be authorized
from time to time.

                                   ARTICLE VII

                                    DIVIDENDS

     Subject to the provisions of the Articles of Incorporation and the laws of
the State of Nevada, the Board of Directors may declare dividends whenever, and
in such amounts, as in the Board's opinion the condition of the affairs of the
Corporation shall render such advisable.

                                  ARTICLE VIII

                           CONTRACTS, LOANS AND CHECKS

8.1     Execution  of  Contracts.
---     ---------  --  ---------

     Except as otherwise provided by statute or by these Bylaws, the Board of
Directors may authorize any officer or agent of the Corporation to enter into
any contract, or execute and deliver any instrument in the name of, and on
behalf of the Corporation.  Such authority may be general or confined to
specific instances and, unless so authorized, no officer, agent or employee
shall have any power to bind the Corporation for any purpose, except as may be
necessary to enable the Corporation to carry on its normal and ordinary course
of business.


                                       16
<PAGE>
8.2     Loans.
---     -----

     No loans shall be contracted on behalf of the Corporation and no negotiable
paper shall be issued in its name unless authorized by the Board of Directors.
When so authorized, any officer or agent of the Corporation may effect loans and
advances at any time for the Corporation from any bank trust company or
institution, firm, Corporation or individual.  An agent so authorized may make
and deliver promissory notes or other evidence of indebtedness of the
corporation and may mortgage, pledge, hypothecate or transfer any real or
personal property held by the Corporation as security for the payment of such
loans.  Such authority, in the Board of Directors discretion, may be general or
confined to specific instances.

8.3     Checks.
---     ------

     Checks, notes, drafts and demands for money or other evidence of
indebtedness issued in the name of the Corporation shall be signed by such
person or persons as designated by the Board of Directors and in the manner the
Board of Directors prescribes.

8.4     Deposits.
---     --------

     All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies or
other depositories as the Board of Directors may select.

                                   ARTICLE IX

                                   FISCAL YEAR

     The fiscal year of the Corporation shall be the year adopted by resolution
of the Board of Directors.

                                    ARTICLE X

                                 CORPORATE SEAL

     The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation
and the state of incorporation and the words "CORPORATE SEAL".


                                       17
<PAGE>
                                   ARTICLE XI

                                   AMENDMENTS

     These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by a majority of the directors present at any meeting of the Board of
Directors of the Corporation at which a quorum is present.

                                   ARTICLE XII

                               EXECUTIVE COMMITTEE

12.1     Appointment.
----     -----------

     The Board of Directors by resolution adopted by a majority of the full
Board, may designate from among its members an executive committee.  The
designation of such committee and the delegation thereto of authority shall not
operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed by law.

12.2     Authority.
----     ---------

     The executive committee, when the Board of Directors is not in session
shall have and may exercise all of the authority of the Board of Directors
except to the extent, if any, that such authority shall be limited by the
resolution appointing the executive, committee and except also that the
executive committee shall not have the authority of the Board of Directors in
reference to declaring dividends and distributions, amending the Articles of
Incorporation, adopting a plan of merger or consolidation, filling vacancies on
the Board of Directors or any committee thereof, recommending to the
shareholders the sale, lease or other disposition of all or substantially all of
the property and assets of the Corporation otherwise than in the usual and
regular course of its business, recommending to the shareholders a voluntary
dissolution of the Corporation or a revocation thereof, authorize or approve the
issuance or reacquisition of shares, or amending the Bylaws of the Corporation.

12.3     Tenure  and  Qualifications.
----     ------  ---  --------------

     Each member of the executive committee shall hold office until the next
regular annual meeting of the Board of Directors following his designation.


                                       18
<PAGE>
12.4     Meetings.
----     --------

     Regular meetings of the executive committee may be held without notice at
such time and places as the executive committee may fix from time to time by
resolution.  Special meeting of the executive committee may be called by any
member thereof upon not less than one day's notice stating the place, date and
hour of the meeting, which notice may be written or oral, and if mailed, shall
be deemed to be delivered when deposited in the United States mail addressed to
the member of the executive committee at his business address.  Any member of
the executive committee may waive notice of any meeting and no notice of any
meeting need be given to any member thereof who attends in person.  The notice
of a meeting of the executive committee need not state the business proposed to
be transacted at the meeting.

12.5     Quorum.
----     ------

     A majority of the members of the executive committee shall constitute a
quorum for the transaction of business at any meeting thereof, and action of the
executive committee must be authorized by the affirmative vote of a majority of
the members present at a meeting at which a quorum is present.

12.6     Informal  Action  by  Executive  Committee.
----     --------  ------  --  ---------  ---------

     Any action required or permitted to be taken by the executive committee at
a meeting may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the members of the committee
entitled to vote with respect to the subject matter thereof.

12.7     Vacancies.
----     ---------

     Any vacancy in the executive committee may be filled by a resolution
adopted by a majority of the full Board of Directors.

12.8     Resignation  and  Removal.
----     -----------  ---  -------

     Any member of the executive committee may be removed at any time with or
without cause by resolution adopted by a majority of the full Board of
Directors.  Any member of the executive committee may resign from the executive
committee at any time by giving Written


                                       19
<PAGE>
Notice to the President or Secretary of the Corporation, and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

12.9     Procedure.
----     ---------

     The executive committee shall elect a presiding officer from its members
and may fix its own rules of procedure which shall not be inconsistent with
these Bylaws.  It shall keep regular minutes of its proceedings and report the
same to the Board of Directors for its information at the meeting thereof held
next after the proceedings shall have been taken.

                                  ARTICLE XIII

                                EMERGENCY BYLAWS

     The Emergency Bylaws provided in this Article shall be operative during any
emergency in the conduct of the business of the Corporation resulting from an
attack on the United States or any nuclear or atomic disaster, notwithstanding
any different provision in the preceding articles of the Bylaws or in the
Articles of Incorporation of the Corporation or in the Nevada General
Corporation Law.  To the extent not inconsistent with the provisions of these
Articles, the Bylaws provided in the preceding articles shall remain in effect
during such emergency and upon its termination the Emergency Bylaws shall cease
to be operative.

     During any such emergency:

     (a)  A meeting of the Board of Directors may be called by any Officer or
          director of the Corporation. Notice of the time and place of the
          meeting shall be given by the person calling the meeting to such of
          the directors as it may be feasible to reach by any available means of
          communication. Such notice shall be given at such time in advance of
          the meeting as circumstances permit in the judgment of the person
          calling the meeting.

     (b)  At any such meeting of the Board of Directors, a quorum shall consist
          of the number of directors in attendance at such meeting.

     (c)  The Board of Directors, either before or during any such emergency,
          may provide, and from time to time modify, lines of succession in the
          event that during such an emergency any or all officers or agents of
          the Corporation shall for any reason be rendered incapable of
          discharging their duties.


                                       20
<PAGE>
     (d)  No Officer, director or Employee acting in accordance with these
          Emergency Bylaws shall be liable except for willful misconduct.

     (e)  These Emergency Bylaws shall be subject to repeal or change by further
          action of the Board of Directors or by action of the shareholders, but
          no such repeal or change shall modify the provisions of the next
          preceding paragraph with regard to action taken prior to the time of
          such repeal or change. Any amendment of these Emergency Bylaws may
          make any further or different provision that may be practical and
          necessary for the circumstances of the emergency.

                                   CERTIFICATE

     I hereby certify that the foregoing Amended and Restated Bylaws constitute
the Bylaws of the Corporation and were duly approved and adopted by the Board of
Directors of the Corporation.

                                              NANOPIERCE TECHNOLOGIES, INC.




                                                 /s/  Kristi  J.  Kampmann
                                              ----------------------------------
                                              Kristi J. Kampmann, Secretary



                                       21
<PAGE>