EXHIBIT 3.2

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                              BIOMUNE SYSTEMS, INC.

                                   As adopted

                                 March 22, 1996


                                TABLE OF CONTENTS
                      OF THE AMENDED AND RESTATED BYLAWS OF
                              BIOMUNE SYSTEMS, INC.

ARTICLE I.  IDENTIFICATION ...................................................1
         Section 1.01.  Name..................................................1
         Section 1.02.  Registered Office and Resident Agent .................1
         Section 1.03.  Other Offices.........................................1
         Section 1.04.  Seal .................................................1
         Section 1.05.  Fiscal Year...........................................1

ARTICLE II.  CAPITAL STOCK ...................................................1
         Section 2.01.  Consideration for Shares..............................1
         Section 2.02.  Certificates Representing Shares......................1
         Section 2.03.  Transfer of Stock.....................................1
         Section 2.04.  Regulations...........................................2
         Section 2.05.  Transfer Agents and Registrars .......................2
         Section 2.06.  Lost or Destroyed Certificates .......................2

ARTICLE III.  SHAREHOLDERS....................................................2
         Section 3.01.  Place of Shareholder Meetings.........................2
         Section 3.02.  Annual Shareholder Meetings...........................2
         Section 3.03.  Special Shareholder Meetings..........................2
         Section 3.04.  Business at Meetings of Shareholders..................2
         Section 3.05.  Notice of Shareholder Meetings........................3
         Section 3.06.  Shareholder Quorum....................................3
         Section 3.07.  Adjourned Shareholder Meetings........................4
         Section 3.08.  Entry of Notice.......................................4
         Section 3.09.  Voting................................................4
         Section 3.10.  Consent of Absentees..................................4
         Section 3.11.  Action Without Meeting................................4
         Section 3.12.  Proxies...............................................5
         Section 3.13.  Definition of Shareholder.............................5

ARTICLE IV.  BOARD OF DIRECTORS...............................................5
         Section 4.01.  Number; Term; Election................................5
         Section 4.02.  Nominations...........................................5
         Section 4.03.  Vacancies.............................................6
         Section 4.04.  Annual Meetings.......................................7
         Section 4.05.  Regular Meetings......................................7
         Section 4.06.  Other Meetings........................................7
         Section 4.07.  Notice of Adjourned Meetings..........................7
         Section 4.08.  Entry of Notice.......................................7
         Section 4.09.  Waiver of Notice......................................7
         Section 4.10.  Quorum ...............................................7
         Section 4.11.  Participation in Meetings by Telephone ...............8
         Section 4.12.  Adjournment...........................................8
         Section 4.13.  Action Without Meeting................................8
         Section 4.14.  Fees and Compensation.................................8
         Section 4.15.  Limitation of Liability...............................8
         Section 4.16.  Indemnification; Advancement of Expenses..............8
         Section 4.17.  Indemnification of Employees and Agents...............8
         Section 4.18.  Powers of Directors...................................9
         Section 4.19.  Committees............................................9
         Section 4.20.  Audit Committee.......................................9

ARTICLE V.  OFFICERS..........................................................9
         Section 5.01.  Officers..............................................9
         Section 5.02.  Election..............................................9
         Section 5.03.  Subordinate Officers.................................10
         Section 5.04.  Removal and Resignation..............................10
         Section 5.05.  Vacancies............................................10
         Section 5.06.  Chairman of the Board................................10
         Section 5.07.  Vice Chairman of the Board...........................10
         Section 5.08.  Chief Executive Officer..............................10
         Section 5.09.  President............................................10
         Section 5.10.  Executive Vice Presidents............................10
         Section 5.11.  Secretary............................................11
         Section 5.12.  Assistant Secretaries................................11
         Section 5.13.  Chief Financial Officer..............................12
         Section 5.14.  Treasurer............................................12
         Section 5.15   Assistant Treasurers.................................12
         Section 5.16.  Corporate Bank Accounts..............................12
         Section 5.17.  Transfers of Authority...............................12

ARTICLE VI.  MISCELLANEOUS...................................................12
         Section 6.01.  Record Date and Closing Stock Books..................12
         Section 6.02.  Stock List...........................................12
         Section 6.03.  Checks, Drafts, etc..................................13
         Section 6.04.  Contracts, etc.; How Executed........................13
         Section 6.05.  Lost Certificates of Stock...........................13
         Section 6.06.  Representation of Shares.............................13
         Section 6.07.  Inspection of Bylaws.................................14

ARTICLE VII.  AMENDMENTS.....................................................18
         Section 7.01.  Power of Shareholders................................18
         Section 7.02.  Power of Directors...................................18


                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                              BIOMUNE SYSTEMS, INC.


                                    ARTICLE I
                                 IDENTIFICATION

     Section 1.01. Name. The name of the Corporation is Biomune Systems, Inc.

     Section 1.02. Registered Office and Resident Agent. The address of the
registered office of the Corporation is 2765 South Highland Drive, Suite 112,
Las Vegas, Nevada. The name of the resident agent at such address is Edward J.
Achrem.

     Section 1.03. Other Offices. The principal business office of the
Corporation shall be established by the Board of Directors and branch or
subordinate offices may be established by the Board of Directors.

     Section 1.04. Seal. The seal of the Corporation, if any, will be circular
in form and mounted upon a metal die, suitable for impressing the same upon
paper. The use of the seal is not necessary on any corporate document and its
use or non-use shall not in any way affect the legality of the document.

     Section 1.05. Fiscal Year. The fiscal year of the Corporation will be
determined by resolution of the Board of Directors.

                                   ARTICLE II
                                  CAPITAL STOCK

     Section 2.01. Consideration for Shares. The capital stock may be issued for
such consideration, expressed in dollars, as shall be fixed from time to time by
the Board of Directors. Treasury shares may be disposed of by the Corporation
for such consideration expressed in dollars as may be fixed from time to time by
the Board of Directors.

     Section 2.02. Certificates Representing Shares. Each holder of the capital
stock of the Corporation is entitled to a certificate in such form as may be
required by applicable law signed by the Chairman of the Board, President, Chief
Executive Officer, Chief Operating Officer or a Vice President, and the
Secretary (or an Assistant Secretary), certifying the number of shares owned by
the shareholder in the Corporation. In case any officer or officers who shall
have signed, or whose facsimile signature or signatures shall have been used on,
any certificate or certificates shall cease to be an officer or officers of the
Corporation, whether because of death, resignation or otherwise, before the
certificate or certificates shall have been delivered by the Corporation, the
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed the
certificate or certificates, or whose facsimile signature or signatures shall
have been used thereon, had not ceased to be an officer or officers of the
Corporation.

     Section 2.03. Transfer of Stock. Transfers of stock shall be made only upon
the transfer books of the Corporation kept in an office of the Corporation or by
transfer agents designated to transfer shares of the stock of the Corporation.

     Section 2.04. Regulations. The issue, transfer, conversion and registration
of certificates of stock shall be governed by such other regulations as the
Board of Directors may establish.

     Section 2.05. Transfer Agents and Registrars. The Board of Directors may
appoint one or more transfer agent and one or more registrar with respect to the
certificates representing shares of stock of the Corporation.

     Section 2.06. Lost or Destroyed Certificates. The Corporation may issue a
new certificate for stock of the Corporation in place of any certificate
theretofore issued by it, alleged to have been lost or destroyed, and the Board
of Directors may, in its discretion, require the owner of the lost or destroyed
certificate or his, her or its legal representative, to give the Corporation a
bond in such form and amount as the Board of Directors may direct, and with such
surety or sureties as may be satisfactory to the Board of Directors, to
indemnify the Corporation and its transfer agent(s) and/or registrar(s), if any,
against any claims that may be made against it or any such transfer agent or
registrar on account of the issuance of such new certificate. A new certificate
may be issued without requiring any bond when, in the judgment of the Board of
Directors, it is proper to do so.

                                   ARTICLE III
                                  SHAREHOLDERS

     Section 3.01. Place of Shareholder Meetings. Meetings of the shareholders
of the Corporation shall be held at the principal executive offices of the
Corporation, or at such other place as may be designated by the Chairman of the
Board, President, Chief Executive Officer or the Board of Directors.

     Section 3.02. Annual Shareholder Meetings. The annual meeting of the
shareholders shall be held on such date and at such time as the Board of
Directors shall fix for the purposes of electing directors and transacting such
other business as may properly be brought before the meeting.

     Section 3.03. Special Shareholder Meetings. Subject to the Corporation's
Amended and Restated Articles of Incorporation, special shareholders' meetings
may be called by the Board of Directors, and shall be held on such date and at
such time as shall be fixed by resolution. Written notice of a special meeting
of shareholders stating the time and place and object thereof, shall be given to
each shareholder entitled to vote at such meeting not less then ten (10) days
nor more than sixty (60) days before such meeting, unless a greater period of
notice is required by applicable law.

     Section 3.04. Business at Meetings of Shareholders. Except as otherwise
provided by law (including, but not limited to, Rule 14a-8 under the Securities
Exchange Act of 1934, as amended, or any successor provision thereto) or in
these Bylaws, the business that shall be conducted at any meeting of the
shareholders shall (a) have been specified in the written notice of the meeting
(or any supplement thereto) given by the Corporation, (b) be brought before the
meeting at the direction of the Board of Directors or the presiding officer of
the meeting or (c) have been specified in a written notice given to the
Secretary of the Corporation by or on behalf of any shareholder who shall have
been a shareholder of record on the record date for such meeting and who shall
continue to be entitled to vote thereat (the "Shareholders Notice"), in
accordance with all of the following requirements:

          (a) Each Shareholder Notice must be delivered to, or be mailed and
     received at, the principal executive offices of the corporation:

               (i) in the case of an annual meeting that is called for a date
          that is within thirty (30) days before or after the anniversary date
          of the immediately preceding annual meeting of shareholders, not less
          than sixty (60) days nor more than ninety (90) days prior to such
          anniversary date; and

               (ii) in the case of an annual meeting that is called for a date
          that is not within thirty (30) days before or after the anniversary
          date of the immediately preceding annual meeting, not later than the
          close of business on the tenth (10th) day following the day on which
          notice of the date of the meeting was mailed or public disclosure of
          the date of the meeting was made, whichever occurs first; and

          (b) Each such Shareholder Notice must set forth each of the following:

               (i) the name and address of the shareholder who intends to bring
          the business before the meeting;

               (ii) the general nature of the business that he or she seeks to
          bring before the meeting; and

               (iii) a representation that the shareholder is a holder of record
          of the stock of the Corporation entitled to vote at such meeting and
          intends to appear in person or by proxy at the meeting to bring the
          business specified in the notice before the meeting.

     The presiding officer of the meeting may, in his or her sole discretion,
refuse to acknowledge any business proposed by a shareholder not made in
compliance with the foregoing procedure.

     Section 3.05. Notice of Shareholder Meetings. Written notice stating the
place, day and hour of a shareholders' meeting must be delivered not less than
ten (10) days, nor more than sixty (60) days before the date of the meeting,
either personally, or by mail or by other means of written communication,
charges prepaid, by or at the direction of the Chairman of the Board, President,
Chief Executive Officer, Chief Operating Officer, Secretary or the officer or
person(s) calling the meeting, to each registered shareholder entitled to vote
at the meeting. If mailed, the notice shall be considered to be delivered when
deposited in the United States mail addressed to the shareholder at the
shareholder's address as it appears on the stock transfer books of the
Corporation, with postage prepaid. If a shareholder gives no address, notice
shall be deemed to have been given to the shareholder if sent by mail or other
written communication addressed to the place where the Corporation's registered
office is located, or if published at least once in a newspaper of general
circulation in the county in which the Corporation's registered office is
located. Waiver by a shareholder in writing of notice of a meeting is equivalent
to giving notice. Attendance by a shareholder, without objection to the notice,
whether in person or by proxy, at a meeting is a waiver of notice of the
meeting.

     Section 3.06. Shareholder Quorum. A majority of the shares entitled to
vote, represented in person or by proxy, is a quorum at a shareholders' meeting,
unless or except to the extent that the presence of a larger number may be
required by law. Where separate vote by a class or classes is required, a
majority of the shares of such class or classes present in person or represented
by proxy shall constitute a quorum entitled to take action with respect to that
vote on that matter. The shareholders present at a duly organized meeting may
continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum present.

     Section 3.07. Adjourned Shareholder Meetings. Any shareholders' meeting,
whether annual or special, whether or not a quorum is present, may be adjourned
from time to time by the vote of a majority of the shares, the holders of which
are either present in person or represented by proxy, but in the absence of a
quorum, no other business may be transacted at any shareholders' meeting. When
any shareholders' meeting, either annual or special, is adjourned for thirty
(30) days or more, notice of the adjourned meeting shall be given as in the case
of an original meeting. As to any adjournment of less than thirty (30) days, it
shall not be necessary to give any notice of the time and place of the adjourned
meeting or of the business to be transacted, other than by announcement at the
meeting at which the adjournment is taken.

     Section 3.08. Entry of Notice. An entry in the minutes of any meeting of
shareholders, whether annual or special, to the effect that notice has been duly
given shall be conclusive and incontrovertible evidence that due notice of the
meeting was given to all shareholders as required by law and by these Bylaws.

     Section 3.09. Voting. Except as otherwise provided by law, only persons in
whose names shares entitled to vote stand on the stock registry of the
Corporation on the day prior to any shareholders' meeting, or, if a record date
for voting purposes is fixed as provided in Section 6.01 below, then on that
record date, shall be entitled to vote at the meeting. Voting shall be by
ballot, each of which shall state the shareholders name or proxy voting and such
other information as may be required under the procedure established for the
meeting. The Corporation may, and to the extent required by law shall, in
advance of any meeting of shareholders, appoint one or more inspectors to act at
the meeting and make written report thereof. Each vote taken by ballot shall be
counted by an inspector or inspectors appointed by the chairperson of the
meeting. Except as otherwise provided by law or by an express provision in the
Corporation's Amended and Restated Articles of Incorporation, or in any
directors' resolution for a series of Preferred Stock, each full share is
entitled to one (1) vote and, when a quorum is present at the commencement of
any shareholders' meeting, the vote of the holders of a majority of the shares
entitled to vote present, in person or by proxy, shall decide any question
brought before the shareholders' meeting. Fractional shares shall not be
entitled to any voting rights whatsoever.

     Section 3.10. Consent of Absentees. The transactions of any shareholders'
meeting, either annual or special and however called and noticed, shall be as
valid as though had at a meeting duly held after regular call and notice if a
quorum is present, either in person or by proxy, and if, either before or after
the meeting, each of the shareholders entitled to vote not present in person or
by proxy, signs a written waiver of notice or a consent to the holding of the
meeting, or an approval of the minutes thereof, all such waivers, consents or
approvals shall be filed with the Secretary or be made a part of the minutes of
the meeting.

     Section 3.11. Action Without Meeting. Subject to the Corporation's Amended
and Restated Articles of Incorporation, any action that, under applicable
provisions of law, may be taken or ratified at a meeting of the shareholders,
may be taken or ratified without a meeting if authorized in writing by
shareholders holding all of the voting power. In no instance where action is
taken by written consent need a meeting of the shareholders be called or
noticed. The Board of Directors may fix a record date to determine the
shareholders entitled to sign the written consent. If no record date has been
fixed by the Board of Directors, the record date for determining shareholders
entitled to consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is required by the Nevada Private
Corporation's Act, shall be the earliest date that a shareholder signed the
written consent. All written consents shall be filed with the minutes of the
proceeding of the shareholders.

     Section 3.12. Proxies. Every person entitled to vote or execute consents
shall have the right to do so either in person or by an agent or agents
authorized by a written proxy executed by the person or by the person's duly
authorized agent and filed with the Secretary of the Corporation; provided,
however, that no proxy shall be valid after the expiration of eleven (11) months
from the date of its execution unless the shareholder executing it specified
therein the length of time for which the proxy is to continue in force, which in
no event shall exceed seven (7) years from the date of its execution.

     Section 3.13. Definition of Shareholder. As used in these Bylaws, the term
"shareholder", and any term of like import, shall include all persons entitled
to vote the shares held by a shareholder, unless the context in which the term
is used indicates that a different meaning is intended.

                                   ARTICLE IV
                               BOARD OF DIRECTORS

     Section 4.01. Number; Term; Election. The number of directors shall be
fixed from time to time exclusively by the Board of Directors pursuant to a
resolution adopted by a majority of the total number of authorized directors
(whether or not there exists any vacancies in previously authorized
directorships at the time any such resolution is presented to the Board for
adoption) but the number shall be not less than three (3) nor more than eleven
(11). In the case of any vacancy on the Board of Directors, including a vacancy
created by an increase in the number of directors, the vacancy shall be filled
by election of the Board of Directors with the director so elected to serve for
the remainder of the term of the director being replaced or, in the case of an
additional director, until directors are again elected and qualified for office.
All directors shall continue in office until the election and qualification of
their respective successors in office. No decrease in the number of directors
shall have the effect of shortening the term of any incumbent director. Election
of directors need not be by written ballot unless these Bylaws so provide.

     Section 4.02. Nominations. Only persons who are nominated in accordance
with the following procedures shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors at the annual
meeting, by or at the direction of the Board of Directors, may be made by any
Nominating Committee or person appointed by the Board of Directors; nominations
may also be made by any shareholder of the Corporation entitled to vote for the
election of directors at the meeting who complies with the notice procedures set
forth in this Section 4.02. Such nomination, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice in
writing to the Secretary of the Corporation. To be timely, a shareholder's
notice shall be delivered to or mailed and received at the principal executive
office of the Corporation addressed to the attention of the Secretary of the
Corporation not less than thirty-five (35) days prior to the meeting or the date
the shareholders are first solicited for their consents as the case may be;
provided, however, that in the case of an annual meeting and in the event that
less than fifty (50) days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be timely
must be so received no later than the earlier of (a) the close of business on
the tenth (10th) day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made, whichever first occurs,
or (b) two (2) days prior to the date of the meeting.

     Such shareholder's notice to the Secretary shall set forth

          (a) as to each person who the shareholder proposes to nominate for
     election or reelection as a director, each of the following:

               (i) the name, age, business address and residence address of the
          person;

               (ii) the principal occupation or employment of the person;

               (iii) the class and number of shares of capital stock of the
          Corporation that are beneficially owned by the person;

               (iv) a statement as to the person's citizenship; and

               (v) any other information relating to the person that is required
          to be disclosed in solicitations for proxies for election of directors
          pursuant to Section 14 of the Securities Exchange Act of 1934, as
          amended, and the Rules and Regulations promulgated thereunder; and

          (b) as to the shareholder giving the notice, each of the following:

               (i) the name and record address of the shareholder giving the
          notice;

               (ii) the name and record address of the shareholder; and

               (iii) the class, series and number of shares of capital stock of
          the Corporation that are beneficially owned by the shareholder.

     The Corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the Corporation to determine the
eligibility of such proposed nominee to serve as a director of the Corporation.
No person shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth herein.

     In connection with any annual meeting, the Chairman of the Board, the
President, the Chief Executive Officer or such officer presiding at the meeting
shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the foregoing procedure and that the
defective nomination shall be disregarded.

     Section 4.03. 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 was present, or by the sole
remaining Director. A director elected to fill a vacancy shall be elected for
the unexpired term of the director's predecessor in office. A vacancy or
vacancies in the Board of Directors shall be deemed to exist in case of the
death, resignation or removal of any director, or if the authorized number of
directors is increased, or if the shareholders fail at any annual or special
meeting of shareholders at which any director or directors are elected to elect
the full authorized number of directors to be voted for at that meeting, or if a
vacancy is declared by the Board of Directors for any reason permitted by law.
The shareholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the Board of Directors. If the Board of
Directors accepts the resignation of a director tendered to take effect at a
future time, the Board of Directors shall have power to elect a successor to
take office when the resignation is to become effective. No reduction of the
authorized number of directors shall have the effect of removing any director
prior to the expiration of the director's term of office.

     Section 4.04. Annual Meetings. Immediately after the annual meeting of the
shareholders, at the same place as the meeting of the shareholders, or such
other place as may be provided in a notice thereof, the Board of Directors shall
meet each year for the purpose of organization, election of officers and
consideration of any other business that is properly brought before the meeting.
No notice of any kind to either old or new members of the Board of Directors for
this annual meeting shall be necessary unless the meeting is to be held at a
place other than the place of the annual meeting of the shareholders, in which
case notice of the place of the meeting shall be given as provided in Section
4.06 below.

     Section 4.05. Regular Meetings. Regular meetings of the Board of Directors
shall be held at the times and places within or without the State of Nevada as
may be designated from time to time by resolution of the Board of Directors or
by written consent of all members of the Board of Directors. No notice of any
kind to members of the Board of Directors for these regular meetings shall be
necessary unless the meeting is to be held at a place other than the principal
executive office of the Corporation, in which case notice of the place of the
meeting shall be given as provided in Section 4.06 below.

     Section 4.06. Other Meetings. Other meetings of the Board of Directors for
any purpose or purposes may be held at any time upon call by the Chairman of the
Board, or, if the above-listed individual is absent or unable or refuses to act,
by any two (2) directors. The other meetings may be held at any place within or
without the State of Nevada as may be designated from time to time by resolution
of the Board of Directors or by written consent of all directors. Written notice
of the time and place of other meetings shall be delivered personally to each
director or sent to each director by mail or other form of written
communication, charges prepaid, addressed to the director at the director's
address as shown upon the records of the Corporation or, if it is not so shown
on the Corporation's records or is not readily ascertainable, at the place in
which the meetings of the directors are regularly held. In case the notice is
mailed or telegraphed, it shall be deposited in the United States mail or
delivered to the telegraph company in the place in which the principal executive
office of the Corporation is located at least twenty-four (24) hours prior to
the time of the holding of the meeting. In case the notice is delivered
personally as above provided, it shall be so delivered at least eight (8) hours
prior to the time of the holding of the meeting. The mailing, telegraphing or
delivery as above-provided shall constitute due, legal and personal notice to
the director.

     Section 4.07. Notice of Adjourned Meetings. Notice of the time and place of
holding an adjourned meeting need not be given to absent directors if the time
and place is fixed at the meeting that is adjourned.

     Section 4.08. Entry of Notice. An entry in the minutes of any special
meeting of the Board of Directors to the effect that notice has been duly given
shall be conclusive and incontrovertible evidence that due notice of the special
meeting was given to all directors as required by law and by these Bylaws.

     Section 4.09. Waiver of Notice. The transactions of any meeting of the
Board of Directors, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice, if a
quorum is present, and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice or a consent to the
holding of the meeting or an approval of the minutes thereof. All such waivers,
consents or approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.

     Section 4.10. Quorum. A majority of the established number of directors
shall be necessary to constitute a quorum for the transaction of business,
except to adjourn as hereinafter provided. Every act or decision done or made by
a majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors unless a greater
number or different vote is required by the Corporation's Amended and Restated
Articles of Incorporation, these Bylaws or applicable law.

     Section 4.11. Participation in Meetings by Telephone. Members of the Board
of Directors, or of any committee thereof, may participate in any meeting of the
Board of Directors or committee by means of telephone conference or similar
communications by which all persons participating in the meeting can hear each
other and such participation shall constitute presence in person at such
meeting.

     Section 4.12. Adjournment. A quorum of the Directors may adjourn any
directors' meeting to meet again at a stated day and hour; provided, however,
that in the absence of a quorum, a majority of the directors present at any
directors' meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board of Directors.

     Section 4.13. Action Without Meeting. Any action required or permitted to
be taken by the Board of Directors under the Corporation's Amended and Restated
Articles of Incorporation, these Bylaws or under applicable law, may be taken
without a meeting if all members of the Board of Directors shall individually or
collectively consent, in writing, before or after the action, to the action. Any
action by written consent shall have the same force and effect as a unanimous
vote of all directors. All written consents must be filed with the Secretary of
the Corporation.

     Section 4.14. Fees and Compensation. Directors shall not receive any stated
salary for their services as Directors or as members of committees, but, by
resolution of the Board of Directors, a fixed fee, with or without expenses of
attendance, may be allowed to directors for the director's services. Nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity as an officer, agent, employee or otherwise,
and receiving compensation therefor.

     Section 4.15. Limitation of Liability. To the fullest extent permitted by
the Nevada Private Corporations Act, as the same now exists or may hereafter be
amended, or other applicable law, a director shall have no personal liability to
the Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director. Any amendment to or repeal of this Section 4.15 shall not
adversely affect any right or protection of a director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to such
amendment or repeal.

     Section 4.16. Indemnification; Advancement of Expenses. The Corporation
shall indemnify the officers and directors of the Corporation to the fullest
extent permitted by the Nevada Private Corporations Act as the same now exists
or may hereafter be amended. In the event that the Nevada Private Corporations
Act is amended after the filing of the Corporation's Amended and Restated
Articles of Incorporation with the Nevada Secretary of State's Office so as to
authorize corporate action further eliminating or limiting the personal
liability of an officer or director, then the liability of an officer or
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Nevada Private Corporations Act as so amended. The Corporation
shall pay the expenses incurred by an officer or director in defending any
civil, criminal, administrative or investigative action, suit or proceeding in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such officer or director to repay such
amount if it should by ultimately determined that he or she is not entitled to
be indemnified by the Corporation as authorized by the Nevada Private
Corporations Act. Any amendment to or repeal of any of the provisions in this
Section 4.16 shall not adversely affect any right or protection of an officer or
director of the Corporation for or with respect to any act or omission of such
director occurring prior to such amendment or repeal.

     Section 4.17. Indemnification of Employees and Agents. The Corporation may,
to the extent authorized from time to time by the Board of Directors, grant
rights to indemnification and to the advancement of expenses to any employee or
agent of the Corporation to the fullest extent permitted by the provisions of
Section 4.16 of these Bylaws and Article VII of the Corporation's Amended and
Restated Articles of Incorporation.

     Section 4.18. Powers of Directors. The Board of Directors may, except as
otherwise provided or required by law, exercise all such powers and do all such
acts and things as may be exercised or done by the Corporation.

     Section 4.19. Committees. The Board of Directors, by resolution passed by a
majority of the directors, may from time to time designate committees of the
Board of Directors, including, without limitation, Executive, Nomination, Audit
and Compensation Committees with such lawfully delegable powers and duties as
the Board of Directors may confer, to serve at the pleasure of the Board of
Directors and shall, for those committees and any other provided herein, elect
one or more directors to serve on each such committee. Except as otherwise
provided in these Bylaws or by resolution of the Board of Directors, each
committee may fix its own rules of procedure and shall hold its meetings as
provided by such rules.

     Section 4.20. Audit Committee. The Board of Directors shall, by resolution
passed by a majority of the directors, create an Audit Committee. The majority
of the members of the Audit Committee shall be independent directors. The Audit
Committee shall conduct appropriate reviews of all related party transactions,
review situations and transactions that may pose a potential or actual conflict
of interest and perform such other responsibilities as the Board of Directors
may direct by resolution.

                                    ARTICLE V
                                    OFFICERS

     Section 5.01. Officers. The Officers of the Corporation shall be a Chairman
of the Board, Chief Executive Officer, President, Chief Operating Officer, Chief
Financial Officer, President, Treasurer and Secretary. The Corporation may also
have, at the discretion of the Board of Directors, one or more Executive Vice
Presidents and Vice Presidents, one or more Assistant Treasurers, one or more
Assistance Secretaries and such other Officers as may be designated from time to
time by the Board of Directors. Any number of offices may be held by the same
person. The officers shall be elected by the Board of Directors and shall hold
office at the pleasure of the Board of Directors, subject to any powers of
removal set forth as set forth in Section 5.04 hereof. Officers, other than the
Chairman of the Board, need not be directors.

     Section 5.02. Election. The officers of the Corporation, except those
officers as may be appointed in accordance with the provisions of Section 5.03
or Section 5.05 hereof, shall be elected annually by the Board of Directors, and
each shall hold office until the officer shall resign or shall be removed or
otherwise disqualified to serve, or the officer's successor shall be elected and
qualified; provided, however, that officers may be elected at any time by the
Board of Directors, or, as permitted by Section 5.03 hereof, appointed by the
Chairman of the Board, for the purpose of initially filling an office or filling
a newly-created or vacant office.

     Section 5.03. Subordinate Officers. The Board of Directors may elect, and
may empower the Chairman of the Board or the Chief Executive Officer to appoint,
such other officers as the business of the Corporation may require, each of whom
shall hold office for the term, have the authority and perform the duties as are
provided in these Bylaws or as the Board of Directors may from time to time
determine.

     Section 5.04. Removal and Resignation. Any officer may, subject to any
contractual arrangements between the officer and the Corporation, be removed,
either with or without cause, by a majority of the directors in office at the
time, at any regular or special meeting of the Board of Directors, or, unless
otherwise specified by the Board of Directors, by the Chairman of the Board or
any other officer upon whom a general or special power of removal may be
conferred by the Board of Directors. Any officer may resign at any time by
giving written notice to the Board of Directors or to the Chairman of the Board,
the Chief Executive Officer, the Chief Operating Officer, the President or to
the Secretary of the Corporation. Any resignation shall take effect at the date
of the receipt of the notice or at any later time specified therein, and, unless
otherwise specified therein, the acceptance of a resignation shall not be
necessary to make it effective.

     Section 5.05. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these Bylaws for regular appointments to that office.

     Section 5.06. Chairman of the Board. The Chairman of the Board, if there be
such an officer, shall, if present, preside at and conduct all meetings of the
Board of Directors and exercise and perform such other powers and duties as may
be from time to time assigned to him or her by the Board of Directors or
prescribed by these Bylaws. If there is not a Chief Executive Officer, the
Chairman of the Board shall, in addition, be the Chief Executive Officer of the
Corporation and shall have the powers and duties prescribed in Section 5.08
hereof. In the absence of the Chairman of the Board at any meeting of the Board
of Directors, the Vice Chairman of the Board shall preside at and conduct all
such meetings of the Board of Directors.

     Section 5.07. Vice Chairman of the Board. The Vice Chairman of the Board
shall exercise and perform such powers and duties as may be from time to time
assigned to him or her by the Board of Directors or the Chairman of the Board or
prescribed by these Bylaws.

     Section 5.08. Chief Executive Officer. Subject to the control of the Board
of Directors and the Chairman of the Board, the Chief Executive Officer shall
have the general supervision, direction and control of the business and affairs
of the Corporation. In the absence of the Chairman of the Board, or if there be
none, the Chief Executive Officer shall preside at all meetings of the Board of
Directors and the shareholders. Except as expressly stated otherwise in these
Bylaws, the Chief Executive Officer shall be ex officio a member of all standing
committees of the Board of Directors, including the Executive Committee, if any.
The Chief Executive Officer shall have all the powers and shall perform all of
the duties that are ordinarily inherent in the office of Chief Executive Officer
of a corporation, and he or she shall have such further powers and shall perform
such further duties as may be prescribed for him or her by the Board of
Directors.

     Section 5.09. President. In the absence or disability of the Chief
Executive Officer, or if there be none, the President shall perform all of the
duties of the Chief Executive Officer, and when so acting shall have all of the
powers of and be subject to all of the restrictions upon the Chief Executive
Officer. The President shall also be the Chief Operating Officer with such
duties as the Board of Directors may from time to time prescribe. The President
shall have such other duties as from time to time may be prescribed for him or
her by the Board of Directors.

     Section 5.10. Executive Vice Presidents. In the absence or disability of
the President, the Vice Presidents in order of their rank as fixed by the Board
of Directors, or if not ranked, the Executive Vice President or Vice President
designated by the Board of Directors, the President or the officer(s), if any,
who are senior to the President, 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 upon the President. The Executive Vice Presidents or Vice
Presidents shall have such other powers and perform such other duties as may be
prescribed for them, respectively, by the Board of Directors, the President, any
officer(s), if any, who are senior to the President or by these Bylaws.

     Section 5.11. Secretary. The Secretary shall keep or cause to be kept, at
the registered office, the principal business office or such other place as the
Board of Directors may order, a book of minutes of all meetings of the directors
and shareholders, with the time and place of holding, whether regular or
special, and, if special, how authorized, the notice thereof given, the names of
those present at directors' meetings, the number of shares present or
represented at shareholders' meetings and the proceedings thereof. The Secretary
shall be responsible for authenticating records of the Corporation.

     The Secretary shall keep or cause to be kept, in any form permitted by law,
at the registered office, the principal business office or at the office of the
Corporation's transfer agent, a stock register, or a duplicate stock register,
revised at least annually, showing the names of the shareholders and their
residence addresses and the number and classes of shares held by each
shareholder. If the share register or a duplicate share register is located at a
place other than the registered office of the Corporation, the Secretary shall
file a certificate with the resident agent located at the registered office
setting out the name of the custodian of the stock ledger or a duplicate stock
ledger, and the present and complete post office address, including street and
number, if any, where such stock ledger or duplicate stock ledger is kept.

     The Secretary shall give, or cause to be given, notice of all meetings of
the shareholders and of the Board of Directors and written consents in lieu
thereof required by these Bylaws or by law to be given, and shall keep the seal
of the Corporation, if any, in safe custody, and shall have such other powers
and perform such other duties as may be prescribed by the Board of Directors,
the Chairman of the Board, the Chief Executive Officer, the President or by
these Bylaws.

     After fixing a record date for a meeting, the Secretary shall prepare an
alphabetical list of the names of all of the Corporation's shareholders who are
entitled to notice of a shareholders meeting, which list shall be arranged by
voting group and class of stock, if applicable, and show the address and number
of shares held by each shareholder. The list must be available for inspection by
any shareholder, for any purpose germane to the meeting, beginning ten (10)
business days before the meeting and shall continue to be available throughout
the meeting at the place indicated in the meeting notice in the city where the
meeting is held.

     Section 5.12. Assistant Secretaries. It shall be the duty of the Assistant
Secretaries, if any, to assist the Secretary in the performance of his or her
duties and generally to perform such other duties as may be delegated to them by
the Board of Directors.

     Section 5.13. Chief Financial Officer. The Chief Financial Officer shall
keep and maintain, or cause to be kept and maintained, adequate and correct
books and records of account of the Corporation. He or she shall receive and
deposit all moneys and other valuable belongings of the Corporation in the name
and to the credit of the Corporation and shall disburse the same and only in
such manner as the Board of Directors or the appropriate officer of the
Corporation may from time to time determine, shall render to the Board of
Directors, the Chairman of the Board, the Chief Executive Officer and the Chief
Operating Officer, whenever any of them may request it, an account of all his or
her transactions as Chief Financial Officer and of the financial condition of
the Corporation, and shall perform such additional duties as the Board of
Directors or the Chairman of the Board may require.

     Section 5.14. Treasurer. The Treasurer shall have such duties as may be
specified by the Chief Financial Officer to assist the Chief Financial Officer
in the performance of his or her duties.

     Section 5.15. Assistant Treasurer. It shall be the duty of the Assistant
Treasurers, if any, to assist the Treasurer in the performance of his or her
duties and generally to perform such other duties as may be delegated to them by
the Board of Directors.

     Section 5.16. Corporate Bank Accounts. Bank accounts in the name of the
Corporation may be opened without the approval of the Board of Directors if
opened with the consent of both the Chief Executive Officer and the Chief
Financial Officer. The Chief Financial Officer shall inform the Board of
Directors of any bank account opened by the Chief Executive Officer and Chief
Financial Officer pursuant to the authority granted in this Section 5.15 at the
next meeting of the Board of Directors.

     Section 5.17. Transfers of Authority. In case of the absence of any officer
of the Corporation, or for any reason that the Board of Directors may consider
sufficient, the Board of Directors may transfer the powers or duties of that
officer to any other officer or to any director or employee of the Corporation,
provided a majority of the Board of Directors concurs.

                                   ARTICLE VI
                                  MISCELLANEOUS

     Section 6.01. Record Date and Closing Stock Books. The Board of Directors
may fix a time in the future, as a record date for the determination of the
shareholders entitled to notice of and to vote at any meeting of shareholders,
or entitled to receive any dividend or distribution, or any allotment of rights,
or to exercise rights in respect to any change, conversion or exchange of
shares. The record date so fixed shall not be more than sixty (60) days prior to
the date of the meeting or event for the purposes of which it is fixed. When a
record date is so fixed, only shareholders of record on that date shall be
entitled to notice of and to vote at the meeting, or to receive the dividend,
distribution or allotment of rights, or to exercise the rights, as the case may
be, notwithstanding any transfer of any shares on the books of the Corporation
after the record date. The Board of Directors may close the books of the
Corporation against transfers of shares during the whole or any part of the
sixty (60) day period.

     Section 6.02. Stock List. A list of all shareholders entitled to vote at
any meeting of the shareholders, arranged in alphabetical order by voting group
and class of stock, if applicable, and showing the address of each such
shareholder and the number of shares registered in his or her name, shall be
open to the examination of any such shareholder, for any purpose germane to the
meeting, during ordinary business hours for a period of at least ten (10)
business days before the meeting at the place appointed in the notice of the
meeting, or if not so specified, at the Corporation's primary place of business,
which list shall continue to be available throughout the meeting at the place
indicated in the meeting notice in the city where the meeting is held.

     Section 6.03. Checks, Drafts, etc. All checks, drafts, bonds, bills of
exchange or other orders for payment of money, notes or other evidences of
indebtedness issued in the name of or payable to the Corporation shall be signed
or endorsed by such person or persons and in such manner as, from time to time,
shall be determined by resolution of the Board of Directors.

     Section 6.04. Contracts, etc.; How Executed. The Board of Directors, except
as in these Bylaws otherwise provided, may authorize any officer(s) or agent(s)
to enter into any contract or execute any instrument or document in the name of
and on behalf of the Corporation, and the authority may be general or confined
to specific instances. Unless otherwise specifically determined by the Board of
Directors or otherwise required by law, formal contracts, promissory notes and
other evidences of indebtedness, deeds of trust, mortgages and certificates for
shares of stock owned by the Corporation shall be executed, signed or endorsed
by the President (or any Vice President) and by the Secretary (or any Assistant
Secretary) or the Treasurer (or any Assistant Treasurer). The Board of Directors
may, however, authorize any one (1) of these officers to sign any of such
instruments, for and on behalf of the Corporation, without necessity of
countersignature; may designate officers or employees of the Corporation, other
than those named above, who may, in the name of the Corporation, sign such
instruments; and may authorize the use of facsimile signatures for any of such
persons. No officer, agent or employee shall have any power or authority to bind
the Corporation by any contract or engagement or to pledge its credit to render
it liable for any purpose or to any amount except as specifically authorized in
these Bylaws or by the Board of Directors in accordance with these Bylaws.

     Section 6.05. Lost Certificates of Stock. The Board of Directors may direct
a new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
destroyed or stolen, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost or destroyed. When authorizing the
issue of a new certificate or certificates, the Board of Directors may, in its
discretion, and as a condition precedent to the issuance thereof, require the
owner of the lost or destroyed certificate or certificates, or the shareholder's
legal representative, to advertise the same in any manner as it shall require or
give the Corporation a bond in any sum as it may direct as indemnity against any
claim that may be made against the Corporation with respect to the
certificate(s) alleged to have been lost or destroyed, or both.

     Section 6.06. Representation of Shares. The Chairman of the Board, the
Chief Executive Officer, the Chief Operating Officer or the President (or any
Vice President) and the Secretary (or any Assistant Secretary) of the
Corporation are authorized to vote, represent and exercise on behalf of the
Corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of the Corporation. The authority herein
granted to these officers to vote or represent on behalf of the Corporation any
and all shares held by the Corporation in any other corporation or corporations
may be exercised either by these officers in person or by any persons authorized
so to do by proxy or power of attorney duly executed by said officers.

     Section 6.07. Inspection of Bylaws. The Corporation shall keep in its
registered office for the transaction of business the original or a copy of
these Bylaws as amended or otherwise altered to date, certified by the
Secretary, which shall be open to inspection by the shareholders at all
reasonable times during office hours.

                                   ARTICLE VII
                                   AMENDMENTS

     Section 7.01. Power of Shareholders. New Bylaws may be adopted or these
Bylaws may be amended or repealed by the vote or written assent of shareholders
entitled to exercise a majority of the voting power of the Corporation, unless a
greater number is required by law, by the Corporation's Amended and Restated
Articles of Incorporation or by these Bylaws.

     Section 7.02. Power of Directors. Subject to the right of the shareholders
as provided in Section 7.01 hereof to adopt, amend or repeal Bylaws, Bylaws for
the Corporation may be adopted, amended or repealed by the Board of Directors.


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                            CERTIFICATE OF SECRETARY
                                       OF
                              BIOMUNE SYSTEMS, INC.


     I, E. Wayne Nelson, hereby certify:

     1. That I am the duly elected Secretary of Biomune Systems, Inc.

     2. That the foregoing Amended and Restated Bylaws, comprising eighteen (18)
pages, excluding this page, are the Bylaws of Biomune Systems, Inc. as duly
adopted at a meeting of the Board of Directors thereof duly held on the 22nd day
of March, 1996.

     IN WITNESS WHEREOF, I have subscribed my name this 25th day of March, 1996.


                                  /s/  E. Wayne Nelson
                                 ---------------------
                                 E. Wayne Nelson
                                    Secretary