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                                                                     EXHIBIT 3.2

                                     BYLAWS

                            A-FEM MEDICAL CORPORATION

             (fka Athena Medical Corporation, fka Xtramedics, Inc.)

                                    ARTICLE I
                                     OFFICES

         Section 1. The registered office of the corporation shall be in the
City of Reno, County of Washoe, State of Nevada. The principal office for the
transaction of the business of the corporation shall be in the City of Portland,
County of Washington, State of Oregon.

         Section 2. The corporation may also have offices at such other places
both within and without the State of Nevada as the Board of Directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1. Election of directors shall take place at the annual meeting
of stockholders.

         Section 2. Annual meetings of stockholders shall be held on the first
Tuesday of February if not a legal holiday; and if a legal holiday, then on the
next secular day following, at 11:00 a.m. at the principal office of the
corporation; or at such other date, time and place as shall be designated from
time to time by the Board of Directors and stated in the notice of the meeting,
at which they shall elect a Board of Directors, and transact such other business
as may properly be brought before the meeting.

         Section 3. Written notice of the annual meeting, stating the place,
date and hour of the meeting and the purpose for which the meeting is called,
shall be given to each stockholder entitled to vote at such meeting not less
than ten (10) nor more than sixty (60) days before the date of the meeting.

         Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
the stockholders, a


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complete list of the stockholders entitled to vote at the meeting, arranged in



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alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any person who has been a stockholder of record for at least
six months prior to the demand for such inspection or who holds at least five
percent of all outstanding shares of the corporation, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least ten days
prior to the meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting, or, if not
so specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

         Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the chairman and shall be promptly called by the
chairman, president or secretary at the request in writing of a majority of the
Board of Directors or at the request in writing of stockholders owning at least
one-fifth of the shares of the corporation issued and outstanding and entitled
to vote. Such request shall state the purpose or purposes of the proposed
meeting.

         Section 6. Written notice of a special meeting, stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten nor more than sixty days before the
date of the meeting, to each stockholder entitled to vote at such meeting.

         Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 8. Holders of one-third of the shares issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be presented or represented. 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
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjournment meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.


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         Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the shares having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any statute or of
the certificate of incorporation or these bylaws, a different vote is required,
in which case such express provision shall govern and control the decision of
such question.

         Section 10. Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of the corporation
having voting power held by such stockholder, but no proxy shall be valid after
the expiration of six months from the date of its execution, unless coupled with
an interest, or unless the person executing it specifies therein that the proxy
is irrevocable and the length of time for which it is to continue in force,
which in no case shall exceed seven years from the date of its execution.
Stockholders may not cumulate votes for the election of directors.

         Section 11. Any action, except the election of directors, required to
be taken at any annual or special meeting of stockholders of the corporation, or
any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon where present and voted,
except as may be otherwise specifically provided by statute or by the
certificate of incorporation. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.

                                   ARTICLE III
                                    DIRECTORS

         Section 1. The number of directors who shall constitute the Board shall
range from a minimum of five members to a maximum of nine members, the specific
number to be set by resolution of the Board, provided that the Board may consist
of fewer than five directors until vacancies are filled. The number of directors
may be changed from time to time by amendment to these Bylaws, but no decrease
in the number of directors shall have the effect of shortening the term of any
incumbent director. The Board shall be divided into two classes, hereby
designated Class 1


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and 2, said classes to be as equal in number as may be possible. At the 1997
annual meeting of stockholders, the directors of Class 1 shall be elected for a
term expiring at the 1998 annual meeting of stockholders and the directors of
Class 2 shall be elected for a term expiring at the 1999 annual meeting of
stockholders. Commencing in 1998, and at each annual meeting of stockholders
thereafter, the successors to the class of directors whose terms expire at that
meeting shall be elected to hold office for a term of two years, and each
director shall serve for the term he or she was elected or until his or her
successor shall have been elected and qualified or until his or her death,
resignation, or removal from office. Directors need not be stockholders of the
corporation or residents of the State of Nevada.

         Section 2. Any vacancy occurring on the Board may be filled by the
affirmative vote of a majority of the remaining directors then in office though
less than a quorum of the Board. A director elected to fill a vacancy shall be
elected for the unexpired term of his or her predecessor in office. Any
directorship to be filled by reason of an increase in the number of directors
may be filled by the Board for a term of office continuing only until the next
election of the class for which such director shall have been chosen, and until
his or her successor shall be elected and qualified.

         Section 3. Any director, whether elected by the stockholders or
appointed by the directors, may be removed from office by the vote or written
consent of stockholders representing two-thirds of the issued and outstanding
stock entitled to voting power.

         Section 4. The business of the corporation shall be managed by its
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 certificate of
incorporation or by these bylaws directed or required to be exercised or done by
the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 5. The Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the State of Nevada.

         Section 6. The first meeting of each newly elected Board of Directors
shall be held immediately after the annual meeting of stockholders and no notice
of such meeting, other than this bylaw, shall be necessary to the newly elected
directors in


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order legally to constitute the meeting, provided a quorum shall be present. In
the event such meeting is not so held, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.

         Section 7. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

         Section 8. Special meetings of the Board may be called by the chairman
on five days' notice to each director, either personally or by mail, facsimile
transmission or telegram; and special meetings shall be promptly called by the
chairman, the president or the secretary in like manner and on like notice on
the written request of two directors or stockholders owning at least one-fifth
of the shares of the corporation issued and outstanding and entitled to vote.

         Section 9. At all meetings of the Board, a majority of directors then
in office shall constitute a quorum for the transaction of business and the act
of a majority of the directors, except as may be otherwise specifically provided
by statute or by the certificate of incorporation. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

         Section 10. Unless otherwise restricted by the certificate of
incorporation or these bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

         Section 11. Unless otherwise restricted by statute, the certificate of
incorporation or these bylaws, members of the Board of Directors or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.


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                             COMMITTEE OF DIRECTORS

         Section 12. Each committee shall fix its own rules of procedure and
shall keep regular minutes of its meetings and report the same to the Board of
Directors when required.

                            COMPENSATION OF DIRECTORS

         Section 13. The Board of Directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation thereof. Members of
special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV
                                     NOTICES

         Section 1. Whenever, under the provisions of a statute or of the
certificate of incorporation or these bylaws, notice is required to be given to
any director or stockholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
stockholder, at his or her address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by facsimile transmission or telegram.

         Section 2. Whenever any notice is required to be given under the
provisions of a statute or of the certificate of incorporation or these bylaws,
a waiver thereof in writing, signed by the person or persons entitled to the
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V
                                    OFFICERS

         Section 1. The officers of the corporation shall be chosen by the Board
of Directors and shall be a chairman, a vice chairman, a president, a secretary
and a treasurer. The Board of Directors may also choose one or more vice
presidents, and one or more assistant secretaries and assistant treasurers. Any
number of offices may be held by the same person, unless the articles of
incorporation or these bylaws otherwise provide.


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         Section 2. The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a chairman, a vice chairman, a
president, a secretary and a treasurer.

         Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

         Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.

         Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                   THE CHAIRMAN, THE VICE CHAIRMAN, THE CHIEF
                  EXECUTIVE OFFICER, THE PRESIDENT AND THE VICE
                                    PRESIDENT

         Section 6. The chairman shall preside at all meetings of the
stockholders and the Board of Directors and shall see that all orders and
resolutions of the Board of Directors are carried into effect. In the absence of
the vice chairman, or in the event of his inability to act, the chairman shall
perform the duties of the vice chairman.

         The vice chairman shall review, advise and consult with the officers of
the corporation with respect to the day-to-day business operations of the
corporation. In the absence of the chairman, or the president, or in the event
of the inability of either of the same to act, the vice chairman shall perform
the duties of either or both of the same.

         Section 7. The Chief Executive Officer shall be the chief executive
officer of the corporation.

         Section 8. The president shall be the chief operating officer of the
corporation and shall be responsible for the day-to-day business operations of
the corporation. If the chairman and the vice chairman are absent, or if the
chairman requests him to do so in writing, the president shall preside at
meetings of the stockholders and the Board of Directors.


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         Section 9. Any of the chairman, the vice chairman and the president
shall be authorized to execute bonds, mortgages and other contracts requiring a
seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the corporation.

                               THE VICE PRESIDENT

         Section 10. In the absence of the president or in the event of his
inability or refusal to act, the vice president (or in the event there be more
than one vice president, the vice presidents in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
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 vice presidents
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 11. The secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and the Board of Directors in a book to be kept
for that purpose, and shall perform like duties for the standing committees when
required. He or she shall give, or cause to be given, notice of all meetings of
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or president,
under whose supervision he or she shall be. The secretary shall have custody of
the corporate seal of the corporation and the secretary, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by the secretary's signature or by the
signature of such assistant secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his or her signature.

         Section 12. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election), shall, in
the absence of the secretary or in the event of his or her inability or refusal
to act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.


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                     THE TREASURER AND ASSISTANT TREASURERS

         Section 13. The treasurer shall have the custody of the corporation
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors.

         Section 14. The treasurer shall disburse the funds of the corporation
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the president and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all of his or her transactions as treasurer of the financial condition of the
corporation.

         Section 15. If required by the Board of Directors, the treasurer shall
give the corporation a bond (which shall be renewed every six years) in such sum
and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his or her office and
for the restoration to the corporation, in case of his or her death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in the treasurer's possession or under
his or her control belonging to the corporation.

         Section 16. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the Board of Directors
(or if there be no such determination, then in the order of their election),
shall in the absence of the treasurer or in the event of his or her inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

                                   ARTICLE VI
                             CERTIFICATES OF SHARES

         Section 1. Every holder of shares in the corporation shall be entitled
to have a certificate signed by, or in the name of the corporation by, any two
of the following: the chairman, a vice chairman, the president, a vice
president, the chief executive officer, the treasurer, an assistant treasurer,
the secretary or an assistant secretary of the corporation, certifying that the
corporation is organized under the laws of the State of Nevada, the name of the
person to whom the certificate is issued, the number and class of shares which
the certificate represents, and the par value of the shares so represented.

         Section 2. If the corporation shall be authorized to issue more than
one class of shares or more than one series of any class, the powers,
designations, preferences and


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relative, participating, optional or other special rights of each class of
shares or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights shall be set forth in full or summarized on the
face or back of the certificate which the corporation shall issue to represent
such class or series of shares, provided that in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the corporation shall issue to represent such class or series of shares a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of shares or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

         Section 3. Where a certificate is countersigned: (a) by a transfer
agent other than the corporation or its employee; or (b) by a registrar other
than the corporation or its employee, any other signature on the certificate may
be facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he or she
were such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

         Section 4. 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, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of shares to be lost, stolen or destroyed. When authorizing such
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 such lost, stolen or destroyed certificate or certificates, or his or
her legal representative, to advertise the same in such manner as it shall
require and/or to give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

                               TRANSFERS OF SHARES

         Section 5. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.


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                               FIXING RECORD DATE

         Section 6. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of shares or for the purpose of
any other lawful action, the Board of Directors may fix in advance a record
date, which shall not be more than sixty nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the
adjournment meeting.

                             REGISTERED STOCKHOLDERS

         Section 7. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of the
State of Nevada.

                                   ARTICLE VII
                               GENERAL PROVISIONS

                                    DIVIDENDS

         Section 1. Dividends upon the shares of the corporation, subject to the
provisions of the certificate of incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to the laws of
the State of Nevada. Dividends may be paid in cash, in property or in shares of
the corporation, subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.


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                                ANNUAL STATEMENTS

         Section 3. The Board of Directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

                                     CHECKS

         Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officers or such other person or persons as the Board of
Directors from time to time designate.

                                   FISCAL YEAR

         Section 5. The fiscal year of the corporation shall end on December 31,
unless otherwise determined by the Board of Directors.

                                      SEAL

         Section 6. The corporation may have a corporate seal, which shall have
inscribed thereon the name of the corporation, the year of its organization and
the words "Incorporated, Nevada." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

                      NEVADA CONTROL SHARE ACQUISITION ACT

         Section 7. The provisions of the Nevada Control Share Acquisition Act,
Nevada Revised Statutes ("NRS") 78.378-78.3793, inclusive, shall not apply to
any acquisition of a controlling interest in the corporation, with the term
"acquisition" defined as provided in NRS 78.3783 and the term "controlling
interest" defined as provided in NRS 78.3785.

                                  ARTICLE VIII
                          INDEMNIFICATION OF DIRECTORS,
                             OFFICERS AND EMPLOYEES

         Section 1. The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by reason
of the fact that he or she is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and


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reasonably incurred by him or her in connection with the action, suit or
proceeding if he or she acted in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he or
she had reasonable cause to believe that his or her conduct was unlawful.

         Section 2. The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter as
to which such person has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable to the corporation or
for amount paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.

         Section 3. To the extent that a director, officer, employee or agent of
the corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 and 2, or in defense of any
claim, issue or matter therein, he or she must be indemnified by the corporation
against expenses, including attorneys' fees, actually and reasonably incurred by
him or her in connection with the defense.

         Section 4. Any indemnification under Sections 1 and 2, unless ordered
by a court or advanced pursuant to Section 5, must be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:



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         (a)      By the stockholders;

         (b)      By the Board of Directors by majority vote of a quorum
                  consisting of directors who were not parties to the action,
                  suit or proceeding;

         (c)      If a majority vote of a quorum consisting of directors who
                  were not parties to the action, suit or proceeding so orders,
                  by independent legal counsel in a written opinion; or

         (d)      If a quorum consisting of directors who were not parties to
                  the action, suit or proceeding cannot be obtained, by
                  independent legal counsel in a written opinion.

         Section 5. Expenses incurred by a director or an officer in defending a
civil or criminal action, suit or proceeding must be paid by the corporation as
they are incurred and in advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he or she is not entitled to be indemnified by the
corporation. The provisions of this Section do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

         Section 6. The indemnification and advancement of expenses authorized
in or ordered by a court pursuant to this Article:

         (a)      Does not exclude any other rights to which a person seeking
                  indemnification or advancement of expenses may be entitled
                  under the certificate of incorporation or any bylaw,
                  agreement, vote of stockholders or disinterested directors or
                  otherwise, for either an action in his or her official
                  capacity or an action in another capacity while holding his or
                  her office, except that indemnification, unless ordered by a
                  court pursuant to Section 2 or for the advancement of expenses
                  made pursuant to Section 5, may not be made to or on behalf of
                  any director or officer if a final adjudication establishes
                  that his or her acts or omissions involved intentional
                  misconduct, fraud or a knowing violation of the law and was
                  material to the cause of action; and

         (b)      Continues for a person who has ceased to be a director,
                  officer, employee or agent and inures to the benefit of the
                  heirs, executor and administrators of such a person.


<PAGE>   16
                                   ARTICLE IX

                                   AMENDMENTS

         Section 1. These bylaws may be altered, amended or repealed or new
bylaws may be adopted by the stockholders or by the Board of Directors at any
regular meeting of the Board of Directors or of the stockholders or at any
special meeting of the Board of Directors or of the stockholders, if notice of
such alteration, amendment, repeal or adoption or new bylaws be contained in the
notice of such meeting of the stockholders or of the Board of Directors. These
bylaws may also be altered, amended or repealed or new bylaws may be adopted by
the stockholders or by the

         Board of Directors by written consent without a meeting in compliance
with the requirements of NRS 78.320(2) and 78.320(3) in the case of a
stockholder consent and in compliance with the requirements of NRS 78.315(2) in
the case of a consent of the Board of Directors.

                               * * * * * * * * * *



         Adopted: 12/30/86

         Amended: 10/9/87
                  9/29/88
                  9/29/89
                  2/16/94
                  3/24/94
                  6/13/94
                  6/24/94
                  6/13/97
                  11/4/98