AMENDED AND RESTATED BYLAWS
                                       OF
                          NUMED HOME HEALTH CARE, INC.

                                   ARTICLE I

                                 IDENTIFICATION

             Section 1.01. NAME. The name of the corporation is NuMED Home
Health Care, Inc.

             Section 1.02. REGISTERED OFFICE AND RESIDENT AGENT. The address of
the registered office of the corporation is One East First Street, Reno, Nevada
89501; and the name of the resident agent at this address is The Corporation
Trust Company of Nevada.

             Section 1.03. FISCAL YEAR. The fiscal year of the corporation shall
begin on the 1st day of April in each year and end on the 31st day of March next
following.

                                   ARTICLE II

                                      STOCK

             Section 2.01. ISSUANCE OF SHARES. Shares of stock may be issued for
labor, services, personal property, real estate or leases thereof or for money
from time to time by the Board of Directors. Treasury shares may be disposed of
by the corporation for such consideration as aforesaid from time to time by the
Board of Directors.

             Section 2.02. PAYMENT OF SHARES. The consideration for the issuance
of shares may be paid, in whole or in part, in money, in other property, as
aforesaid, or in labor or services actually performed for the corporation. When
payment of the consideration for which shares are to be issued shall have been
received by the corporation, such shares shall be deemed to be fully paid and
nonassessable. Future services shall not constitute payment or part payment for
shares of the corporation. In the absence of fraud in the transaction, the
judgment of the Board of Directors as to the value of the consideration received
for shares shall be conclusive. No certificate shall be issued for any share
until the share is fully paid.

             Section 2.03. CERTIFICATES REPRESENTING SHARES. Each holder of the
shares of stock of the corporation shall be entitled to a certificate signed by
the President or a Vice President and the Secretary or an Assistant Secretary of
the corporation, certifying the number of shares owned in the corporation.

             Section 2.04. TRANSFER OF STOCK. The corporation shall register a
transfer of a stock certificate presented to it for transfer if:

             (a) ENDORSEMENT. The certificate is properly endorsed by the
registered holder or by such holder's duly authorized attorney;


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             (a) WITNESSING. The endorsement or endorsements are witnessed by
one witness unless this requirement is waived by the Secretary of the
corporation;

             (c) ADVERSE CLAIMS. The corporation has no notice of any adverse
claims or has discharged any duty to inquire into any such claims;

             (d) COLLECTION OF TAXES. There has been compliance with any
applicable law relating to the collection of taxes.

                                  ARTICLE III

                                THE SHAREHOLDERS

             Section 3.01. PLACE OF MEETINGS. Meetings of the Shareholders of
the corporation shall be held at any place within or without the State of Nevada
as may be designated in the notice thereof.

             Section 3.02. ANNUAL MEETINGS. The annual meeting of the
stockholders shall be held as soon as practicable following the close of the
fiscal year, at a date and time to be specified by the Board of Directors. Said
meeting shall be for the purpose of electing directors for the ensuing year and
for the transaction of such other business as may come before the meeting. If
the election of directors shall not be held on the day designated for the annual
meeting of the stockholders, or at any adjournment thereof, then the Board of
Directors shall cause the election to be held at a special meeting of the
stockholders as soon thereafter as possible. Failure to hold the annual meeting
at the designated time shall not work a forfeiture or dissolution of the
corporation.

             Section 3.03. SPECIAL MEETINGS. Special meetings of the
Shareholders may be called by the President, the Board of Directors, or by the
Secretary, and will be called by the President, Board of Directors or Secretary
at the written request (stating the purpose or purposes for which the meeting is
called) of the holders of not less than one-tenth of all the shares entitled to
vote at the meeting.

             Section 3.04. NOTICE OF MEETINGS; WAIVER. Written notice stating
the place, day, and hour of the meeting and, in case of a special meeting the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the President, the
Secretary, or the officer or persons calling the meeting, to each registered
holder entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail addressed to the
registered holder at such holder's address as it appears on the stock transfer
books of the corporation, with postage on it prepaid. Waiver by a Shareholder in
writing of notice of a Shareholders' meeting shall constitute a waiver of notice
of the meeting, whether executed and/or delivered before or after such meeting.

             Section 3.05. QUORUM. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of the
Shareholders. The Shareholders

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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. The act of a majority of the shares entitled to vote at a meeting
at which a quorum is present shall be the act of the Shareholders, unless a
greater number is required by applicable law.

             Section 3.06. PROXIES. A Shareholder may vote either in person or
by proxy executed in writing by the Shareholder or by such Shareholder's duly
authorized attorney-in-fact. No proxy shall be valid after six months from the
date of its creation, unless the Shareholder provides for a longer period, not
exceeding seven years, in the proxy.

             Section 3.07. ACTION WITHOUT A MEETING. Any action that may be
taken at a meeting of the Shareholders, or of a committee, may be taken without
a meeting if a consent in writing, setting forth the actions taken, shall be
signed by the Shareholders, or the members of the committee, holding at least a
majority of the voting power, unless a greater proportion of voting power is
required for such an action at a meeting, as the case may be.

             Section 3.08. CONTROL SHARES ACT. The corporation shall not be
subject to the provisions of Nevada's Control Shares Act, NRS 78.378-78.3793, or
any substantially similar successor act.

                                   ARTICLE IV

                             THE BOARD OF DIRECTORS

             Section 4.01. NUMBER AND QUALIFICATIONS. The business and affairs
of the corporation shall be managed by a Board of six (6) Directors. The number
of Directors may be increased or decreased from time to time and at any time by
the Shareholders, or by the affirmative vote of a majority of the Board of
Directors holding office, but in no event shall be less than three (3) nor more
than nine (9).

             Section 4.02. ELECTION. Members of the Board of Directors shall
hold office until the next annual meeting of Shareholders and until their
successors are duly elected and qualified or until such Director's earlier
resignation or removal. Notwithstanding anything herein to the contrary, any
Director may be removed from office at any time by the vote or written consent
of Shareholders representing not less than two-thirds of the issued and
outstanding stock entitled to vote.

             Section 4.03. VACANCIES. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of the majority of the remaining
Directors though less than a quorum of the Board of Directors. A Director
elected to fill a vacancy shall be elected for the unexpired term of such
Director's predecessor in office, subject to removal as aforesaid.

             Section 4.04. PLACE OF MEETING. The Board of Directors, annual,
regular or special meetings, may be held either within or without the State of
Nevada.

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             Section 4.05. ANNUAL MEETINGS. Immediately after the annual meeting
of the Shareholders, the Board of Directors may meet each year for the purpose
of organization, election of officers, and consideration of any other business
that may properly be 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.

             Section 4.06. OTHER MEETINGS. Other meetings of the Board of
Directors may be held upon notice by letter, facsimile, cable, or electronic
mail, received not later than 5:00 p.m. two days before the day for the meeting,
or by word of mouth, telephone, or radiophone received not later than 5:00 p.m.
two days before the day for the meeting, upon the call of the President or
Secretary of the corporation at any place within or without the State of Nevada.
Notice of any meeting of the Board of Directors may be waived in writing signed
by the person or persons entitled to the notice, whether before or after the
time of the meeting. Neither the business to be transacted at, nor the purpose
of, any meeting of the Board of Directors need be specified in the notice or
waiver of notice of the meeting.

             Section 4.07. QUORUM. A majority of the number of Directors holding
office shall constitute a quorum for the transaction of business. The act of the
majority of the Directors present at a meeting at which a quorum has been
achieved shall be the act of the Board of Directors unless the act of a greater
number is required by applicable law or these Bylaws.

             Section 4.08. ACTION WITHOUT A MEETING. Any action that may be
taken at a meeting of the Directors, or of a committee, may be taken without a
meeting if a consent in writing, setting forth the actions taken, shall be
signed by all of the Directors, or all of the members of the committee, as the
case may be.

             Section 4.09. LOANS. The Board of Directors shall have the
following power with respect to the lending of funds:

                    (a) Loan of Funds, Generally. To lend money in furtherance
of any of the purposes of the corporation; to invest the funds of the
corporation from time to time; and to take and hold any property as security for
the payment of funds so loaned or invested.

                   (b) Loan to Employees. To lend money to its employees, other
than its officers and Directors, and to otherwise assist its employees,
officers, and Directors.

                                   ARTICLE V

                                  THE OFFICERS

             Section 5.01. OFFICERS. The officers of the corporation shall
consist of a President, Secretary and Treasurer, and may also include a
Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries,
Assistant Treasurers, or such other officers or assistant officers or agents as
may be provided herein, or otherwise deemed necessary, from time to time by the
Board of Directors. Officers need not be Directors of the corporation. Each
officer so elected shall hold office until such officer's successor is elected
and qualified, but

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shall be subject to removal at any time by the vote or written consent of a
majority of the Directors. Any Officer may resign at any time upon written
notice to the Secretary of the corporation.

             Section 5.02. VACANCIES. Whenever any vacancies shall occur in any
office by death, resignation, increase in the number of offices of the
corporation, or otherwise, the same shall be filled by the Board of Directors,
and the officer so elected shall hold office until such officer's successor is
elected and qualified, subject to removal as aforesaid.

             Section 5.03. THE CHAIRPERSON OF THE BOARD OF DIRECTORS. The
Chairperson of the Board of Directors shall preside at all meetings of the
Directors, discharge all duties incumbent upon the presiding officer, and
perform such other duties as the Board of Directors may prescribe.

             Section 5.04. THE PRESIDENT. The President shall have active
executive management of the operations of the corporation, subject, however, to
the control of the Board of Directors. The President shall preside at all
meetings of Shareholders, discharge all the duties incumbent upon a presiding
officer, and perform such other duties as these Bylaws provide or the Board of
Directors may prescribe. The President shall have full authority to execute
proxies in behalf of the corporation, to vote stock owned by it in any other
corporation, and to execute powers of attorney appointing other corporations,
partnerships, or individuals the agent of the corporation.

             Section 5.05. THE VICE PRESIDENT. The Vice President shall perform
all duties incumbent upon the President during the absence or disability of the
President, and shall perform such other duties as these Bylaws may provide or
the Board of Directors may prescribe.

             Section 5.06. THE SECRETARY. The Secretary shall attend all
meetings of the Shareholders and of the Board of Directors, and shall keep a
true and complete record of the proceedings of these meetings. The Secretary
shall be custodian of the records of the corporation. The Secretary shall attend
to the giving of all notices and shall perform such other duties as these Bylaws
may provide or the Board of Directors may prescribe.

             Section 5.07. THE TREASURER. The Treasurer shall keep correct and
complete records of account, showing accurately at all times the financial
condition of the corporation. The Treasurer shall be the legal custodian of all
moneys, notes, securities, and other valuables that may from time to time come
into the possession of the corporation. The Treasurer shall immediately deposit
all funds of the corporation coming into the Treasurer's hands in some reliable
bank or other depositary to be designated by the Board of Directors, and shall
keep this bank account in the name of the corporation. The Treasurer shall
furnish at meetings of the Board of Directors, or whenever requested, a
statement of the financial condition of the corporation, and shall perform such
other duties as these Bylaws may provide or the Board of Directors may
prescribe. The Treasurer may be required to furnish bond in such amount as shall
be determined by the Board of Directors.

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             Section 5.08. TRANSFER OF AUTHORITY. In case of the absence of any
officer of the corporation, or for any other reason that the Board of Directors
may deem 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 full Board of Directors concurs.

                                   ARTICLE VI

                  NEGOTIABLE INSTRUMENTS, DEEDS, AND CONTRACTS

             All checks, drafts, notes, bonds, bills of exchange, and orders for
the payment of money of the corporation; all deeds, mortgages, and other written
contracts and agreements to which the corporation shall be a party; and all
assignments or endorsements of stock certificates, registered bonds, or other
securities owned by the corporation shall, unless otherwise required by law, or
otherwise authorized by the Board of Directors as hereinafter set forth, be
signed by the President or by anyone of the following officers: Vice President,
Secretary, or Treasurer. The Board of Directors may designate one or more
persons, officers or employees of the corporation, who may, in the name of the
corporation and in lieu of, or in addition to, those persons hereinabove named,
sign such instruments; and may authorize the use of facsimile signatures of any
of such persons. Any shares of stock issued by any other corporation and owned
or controlled by the corporation may be voted at any Shareholders' meeting of
the other corporation by the President of the corporation, if the President be
present; or, in the President's absence, by the Secretary of the corporation
and, in the event both the President and Secretary shall be absent, then by such
person as the President of the corporation shall, by duly executed proxy,
designate to represent the corporation at such Shareholders' meeting.

                                  ARTICLE VII

                     INDEMNIFICATION OF OFFICERS, DIRECTORS,

                         EMPLOYEES AND AGENTS; INSURANCE

             Section 7.01. INDEMNITY FOR CLAIMS NOT IN NAME OF CORPORATION. The
corporation must indemnify, to the maximum extent permitted by the law, 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 such person 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 reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner which such person 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 such

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person's 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, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which such person 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, such person had reasonable cause
to believe that such person's conduct was unlawful.

             Section 7.02. INDEMNITY FOR CLAIMS IN NAME OF CORPORATION. The
corporation must indemnify, to the maximum extent permitted by the law, 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 such
person 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, actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner which
such person reasonably believed to be in or not opposed to the best interests of
the corporation, but no indemnification shall be made in respect of any claim,
issue or matter as to which such person has been adjudged to be liable for
misconduct in the performance of such person's duty to the corporation unless
and only to the extent that the court in which such action or suit was brought
determines upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

             Section 7.03. SUCCESS ON MERITS. 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 7.01 and 7.02, or in defense of any claim, issue or matter therein,
such person shall be indemnified by the corporation against expenses, including
attorneys' fees, actually and reasonably incurred by such person in connection
therewith.

             Section 7.04. EXPENSES. Expenses incurred in defending a civil,
criminal, administrative or investigative action, suit or proceeding may be paid
by the corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the board of directors in the specific case upon
receipt of an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it is ultimately determined that such person
is entitled to be indemnified by the corporation as authorized in this section.

             Section 7.05. OTHER SOURCES OF INDEMNITY. The indemnification
provided by this section:

                    (a) Does not exclude any other rights to which a person
seeking indemnification may be entitled under any article of incorporation,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office; and

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                    (b) Shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

             Section 7.06. INSURANCE. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or as 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 any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability under the provisions of
this section.

                                  ARTICLE VIII

                                   AMENDMENTS

             The power to alter, amend, or repeal these Bylaws, or adopt new
Bylaws, is vested in the Board of Directors, but the affirmative vote of a
majority of the Board of Directors holding office shall be necessary to effect
any such action.