BYLAWS

                                       OF

                                 PROTALEX, INC.

                            A New Mexico Corporation


                                   ARTICLE I.
                                CORPORATE OFFICE

     The principal office of the corporation in the State of New Mexico shall be
located in the City of  Albuquerque,  County of Bernalillo.  The corporation may
have such other  offices,  either within or without the State of New Mexico,  as
the Board of Directors may designate or as the business of the  corporation  may
require from time to time.

     The  registered  office  of the  corporation  required  by the  New  Mexico
Business Corporation Act to be maintained in the State of New Mexico may be, but
need not be,  identical with the principal place of business in the State of New
Mexico,  and the address of the  registered  office may be changed  from time to
time by the Board of Directors.

                                   ARTICLE II
                             SHAREHOLDERS' MEETINGS

     SECTION 1. Annual Meeting.  The annual meeting of the  shareholders for the
election of directors and the transaction of such other business as may properly
come before it shall be held at the registered  office of the  corporation or at
such other place within or without the State of New Mexico as shall be set forth
in the notice of meeting. The meeting shall be held on the Fourth Tuesday in the
month of October each year, or at such other time as shall be fixed by the Board
of Directors.  If the day fixed for the annual meeting shall be a legal holiday,
such meeting shall be held on the next succeeding  business day. If the election
of directors is not held on the day designated herein for any annual meeting, or
any adjournment  thereof,  the Board of Directors shall cause the election to be
held at a special  meeting  of the  shareholders  as soon  thereafter  as may be
convenient.

     SECTION 2. Special  Meetings.  Special  meetings of  shareholders,  for any
purpose or purposes,  unless otherwise  prescribed by statute,  may be called by
the President,  the  Chairperson of the Board of Directors,  if a Chairperson is
elected,  or by the Board of Directors,  and shall be called by the President at
the  request  of the  holders  of not less than  one-tenth  (l/l0th)  of all the
outstanding shares entitled to vote at such special meeting.

     Special meetings shall be held at the registered  office of the corporation
or at such place within or without the State of New Mexico as shall be set forth
in the notice of meeting.

     SECTION 3. Notice of Meeting.  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 fifty (50) 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  shareholder of record entitled to vote
at the  meeting.  If mailed,  the notice  shall be deemed to be  delivered  when
deposited in the United States mail addressed to the  shareholder at his address
as it appears  on the stock  transfer  books of the  corporation,  with  postage
thereon prepaid.  Attendance of a shareholder in person or by proxy at a meeting
constitutes  a waiver of  notice  of the  meeting,  except  where a  shareholder
attends a meeting for the express purpose of objecting to the transaction of any
business  because a meeting  is not  lawfully  called or  convened.  A waiver of
notice signed by all shareholders  entitled to vote at the meeting may designate
any time or place, either within or without the State of New Mexico, as the time
and place for the holding of such meeting.

     SECTION 4. Meeting of all Shareholders. If all of the shareholders entitled
to vote shall meet at a time and place,  either  within or without  the State of
New Mexico, and consent to the holding of a meeting, such meeting shall be valid
without call or notice, and at such meeting any corporate action may be taken.

     SECTION 5.  Closing of  Transfer  Books or Fixing of Record  Date.  For the
purpose of  determining  shareholders  entitled to notice of, or to vote at, any
meeting of  shareholders,  or any  adjournment  thereof,  or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose,  the Board of Directors of the corporation may provide
that the stock  transfer books shall be closed for a stated period not to exceed
fifty  (50) days.  If the stock  transfer  books are  closed for the  purpose of
determining  shareholders  entitled to notice of, or to vote at a meeting of the
shareholders,  the books shall be closed for at least ten (10) days  immediately
preceding the meeting. In lieu of closing the stock transfer books, the Board of
Directors  may  fix  in  advance  a  date  as  the  record  date  for  any  such
determination of shareholders, the date to be not more than fifty (50) days, and
in case of a meeting of shareholders  not less than ten (10) days,  prior to the
date on which the particular action requiring such determination of shareholders
is to be taken. If the stock transfer books are not closed and no record date is
fixed for the  determination  of shareholders  entitled to notice of, or to vote
at, a meeting of shareholders,  or shareholders entitled to receive payment of a
dividend,  the date on which the notice of the  meeting is mailed or the date on
which the  resolution  of the  Board of  Directors  declaring  the  dividend  is
adopted,  as the case may be, shall be the record date for the  determination of
shareholders.  When a  determination  of  shareholders  entitled  to vote at any
meeting  of  shareholders  has  been  made  as  provided  in this  section,  the
determination  shall  apply  to  any  adjournment  thereof,   except  where  the
determination  has been made through the closing of the stock transfer books and
the stated period of closing has expired.

     SECTION 6. Voting  List.  The officer or agent  having  charge of the stock
transfer books for shares of the corporation  shall make, at least ten (10) days
before  each  meeting  of  shareholders,  a  complete  list of the  shareholders
entitled  to  vote  at the  meeting  or any  adjournment  thereof,  arranged  in
alphabetical order, with the address of, and the number of shares held by, each,
which list, for a period of ten (10) days prior to the meeting, shall be kept on
file at the  registered  office  of the  corporation  and  shall be  subject  to
inspection by any shareholder at any time during usual business hours.  The list
shall also be produced  and kept open at the time and place of meeting and shall
be subject to the  inspection  of any  shareholder  during the whole time of the
meeting.  The original  stock transfer books shall be prima facie evidence as to
who are the shareholders entitled to examine the lists or transfer books or vote
at any meeting of shareholders.  Failure to comply with the requirements of this
section  does not affect the  validity of any action  taken at the  meeting.  An
officer or agent having charge of the stock  transfer books who fails to prepare
the list of  shareholders,  or keep it on file for a period of ten (10) days, or
produce  and keep it open for  inspection  at the  meeting,  as provided in this
section is liable to any shareholder suffering damage on account of the failure,
to the extent of the damage.

     SECTION 7. Quorum of  Shareholders.  A majority  of the shares  entitled to
vote,  represented in person or by proxy, shall constitute a quorum at a meeting
of the shareholders.  A quorum,  once attained at a meeting,  shall be deemed to
continue until adjournment  notwithstanding  the voluntary  withdrawal of enough
shares to leave less than a quorum. If a quorum is present, the affirmative vote
of a majority of the shares  represented  at the meeting and entitled to vote on
the  subject  matter  shall be the act of the  shareholders,  unless a vote of a
greater number is required by law or by the Articles of  Incorporation.  If less
than a majority of the  outstanding  shares are  represented  at a meeting,  and
therefore a quorum is not present, a majority of the shares so represented shall
have the power to adjourn the meeting from time to time, without further notice,
until a quorum shall be present or represented.  At such adjourned meeting,  any
business may be  transacted  which might have been  transacted at the meeting as
originally called.

     SECTION 8. Proxies. At all meetings of shareholders, a shareholder may vote
by proxy, which proxy must be written,  dated and executed by the shareholder or
by his duly  authorized  attorney-in-fact.  No proxy shall be valid after eleven
(11)  months  from  the date of its  execution,  unless  otherwise  specifically
provided in the proxy. Any shareholder giving a proxy has the power to revoke it
by giving  notice to the  corporation  in writing or in open meeting  before any
vote is taken.

     SECTION 9. Voting of Shares.  Each outstanding share entitled to vote shall
be entitled to one (1) vote on each matter  submitted  to a vote at a meeting of
shareholders, except as otherwise provided in the Articles of Incorporation.

         SECTION 10.  Voting of Shares by Certain Holders.

     A.  Neither  treasury  shares,  nor  shares  held by  another  corporation,
domestic  or  foreign,  if a  majority  of the shares  entitled  to vote for the
election of  directors  of the other  corporation  is held by this  corporation,
shall be voted at any  meeting  or counted in  determining  the total  number of
outstanding shares at any given time.

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

     C. Shares held by a personal representative, guardian or conservator may be
voted by him,  either in person or by proxy,  without a  transfer  of the shares
into his name.  Shares  standing in the name of a trustee,  or a custodian for a
minor,  may be voted by the trustee or custodian,  either in person or by proxy,
but  only  after a  transfer  of the  shares  into the  name of the  trustee  or
custodian.

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

     E. A  shareholder  whose  shares are pledged may vote the shares  until the
shares have been  transferred  into the name of the pledgee,  and thereafter the
pledgee may vote the shares so transferred.

     F.  Shares  standing  in the  name of a  partnership  may be  voted  by any
partner,  and shares standing in the name of a limited  partnership may be voted
by any general partner.


     G.  Shares  standing in the name of a person as life tenant may be voted by
him, either in person or by proxy.

     H. Shares standing in the name of joint tenants may be voted by any tenant,
either in person or by proxy.

     I. From the date on which written notice of redemption of redeemable shares
has been mailed to the holders thereof and a sum sufficient to redeem the shares
has been deposited with a bank or trust company with irrevocable instruction and
authority to pay the redemption  price to the holders  thereof upon surrender of
certificates  therefore,  the shares shall not be entitled to vote on any matter
and shall not be deemed to be outstanding shares.

     SECTION 11.  Informal  Action by  Shareholders.  Any action  required to be
taken at a meeting of the  shareholders,  or any other action which may be taken
at a meeting of the shareholders,  may be taken without a meeting, and a vote of
the shareholders  may be dispensed with, if a consent in writing,  setting forth
the action so taken, shall be signed by all of the shareholders entitled to vote
with respect to the  corporate  action being taken.  Such consent shall have the
same effect as a unanimous vote of the shareholders.

                                  ARTICLE III.
                                    DIRECTORS

     SECTION 1. General  Powers.  The  business  and affairs of the  corporation
shall be managed by its Board of Directors.

     SECTION 2. Number,  Tenure and  Qualifications.  The number of directors of
the  corporation  shall be no less than five (5) nor more than  seven  (7).  The
number of directors  may be increased or decreased,  but no decrease  shall have
the effect of shortening the term of any incumbent director.  The term of office
of each director  shall be until the next annual  meeting of  shareholders,  and
each  director  shall hold office for the term for which he is elected and until
his successor has been elected and qualified. Directors need not be residents of
the State of New Mexico or  shareholders  of the  corporation  unless  otherwise
required by the Articles of Incorporation.

     SECTION 3. Duties and Powers. The Board of Directors shall have control and
management of the business and affairs of the  corporation.  The directors shall
in all cases  act as a Board,  regularly  convened,  and in the  transaction  of
business the act of a majority present at a meeting except as otherwise provided
by law shall be the act of the Board provided a quorum is present. The directors
may adopt such rules and  regulations  for the conduct of their meetings and the
management of the corporation as they may deem proper, not inconsistent with law
or these bylaws.

     SECTION 4. Regular  Meetings.  A regular meeting of the Board of Directors,
for the purpose of electing or appointing  officers and for the  transaction  of
any  business  which may come before the meeting,  shall be held  without  other
notice than that required by these Bylaws,  immediately  after,  and at the same
place as,  the  annual  meeting  of  shareholders.  The Board of  Directors  may
provide,  by resolution,  the time and place, either within or without the State
of New Mexico,  for the holding of  additional  regular  meetings  without other
notice than such resolution.

     SECTION 5. Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the  President at any time.  The  President or
the  Secretary  must,  upon a written  request of any  director,  call a special
meeting  to be held not more than  seven  (7) days  after  the  receipt  of such
request.  The President may fix any place, either within or without the State of
New  Mexico,  as a place  for  holding  any  special  meeting  of the  Board  of
Directors.

     SECTION 6. Notice.  Notice of any special  meeting  shall be given at least
two (2) days previously thereto by written notice delivered personally or mailed
to each director at his last known post office address, or sent by telegram.  If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail in a sealed envelope so addressed,  with postage thereon prepaid. If
notice is given by telegram,  such notice  shall be deemed to be delivered  when
the  telegram is  delivered  to the  telegraph  company.  Any director may waive
notice of any meeting. Neither the business to be transacted at, nor the purpose
of, any regular or special  meeting of the Board of Directors  need be specified
in the notice or waiver of notice of such meeting.

     SECTION 7. Quorum. A majority of the number of directors duly elected shall
constitute  a quorum for the  transaction  of business at any regular or special
meeting. A quorum, once attained at a meeting, shall be deemed to continue until
adjournment  notwithstanding a voluntary withdrawal of enough directors to leave
less  than a quorum.  The act of the  majority  of the  directors  present  at a
meeting at which a quorum is present  shall be the act of the Board of Directors
unless the act of a greater number is required by the Articles of Incorporation.
Interested  directors  shall be  counted  for  quorum  purposes.  If less than a
majority  of the  directors  are  present  at any  meeting,  a  majority  of the
directors  present may adjourn the meeting  from time to time,  without  further
notice, until a quorum shall be present.

     SECTION 8. Presumption of Assent. A director who is present at a meeting of
the Board of Directors at which action on any corporate matter is taken shall be
presumed  to have  assented  to the action  taken  unless his  dissent  shall be
entered  in the  minutes  of the  meeting  or unless he shall  file his  written
dissent to such action with the person  acting as the  secretary  of the meeting
before the adjournment  thereof or shall forward such dissent by registered mail
to the secretary of the  corporation  immediately  after the  adjournment of the
meeting.  Such right to dissent shall not apply to a director who voted in favor
of such action.

     SECTION 9. Vacancies.  Any vacancy  occurring in the Board of Directors may
be filled by the  affirmative  vote of a  majority  of the  remaining  directors
though less than a quorum of the Board of Directors.  A director elected to fill
a vacancy shall be elected for the unexpired term of his  predecessor in office.
Any  directorship  to be  filled  by  reason  of an  increase  in the  number of
directors  shall be filled by election at an annual meeting or a special meeting
of Directors called for that purpose for a term of office  continuing only until
the next annual meeting of the Directors.

     SECTION  10.  Removal  of  Directors.  At a  shareholders'  meeting  called
expressly for that purpose,  one (1) or more  directors,  or the entire Board of
Directors,  may be removed, with or without cause, by a vote of the holders of a
majority  of the  shares  present  or  represented  and  entitled  to vote at an
election of directors.

     SECTION 11.  Compensation.  Directors  as such shall not receive any stated
salaries for their  services,  but by resolution  of the Board of  Directors,  a
fixed sum and expenses of  attendance,  if any, may be allowed for attendance at
any regular or special meeting of the Board of Directors; provided, that nothing
herein  contained  shall be construed to preclude any director  from serving the
corporation in any other capacity and receiving compensation therefore.

     SECTION 12.  Resignation.  Any  director may resign his office at any time.
Such  resignation  shall be made in writing  and shall take  effect  immediately
without acceptance.

     SECTION 13. Committees.  The Board of Directors, by resolution adopted by a
majority of the full Board of Directors may designate  from among its members an
executive  committee and one (1) or more other  committees each of which, to the
extent provided in the resolution, shall have and may exercise all the authority
of the Board of Directors, but no such committee shall have the authority of the
Board of Directors  in  reference  to amending  the  Articles of  Incorporation,
adopting a plan of merger or consolidation, recommending to the shareholders the
sale,  lease,  exchange or other  disposition of all or substantially all of the
property and assets of the  corporation  otherwise than in the usual and regular
course of its business, recommending to the shareholders a voluntary dissolution
of the  corporation  or a  revocation  thereof,  or  amending  the Bylaws of the
corporation. The designation of any such committee and the delegation thereto of
authority  shall not  operate to relieve the Board of  Directors,  or any member
thereof, of any responsibility imposed by law.

     SECTION 14. Attendance.  At any meeting of the Board of Directors,  regular
or special, or of any committee designated thereby, the attendance of a director
at such a meeting constitutes a waiver of notice of the meeting,  except where a
director  attends  the  meeting  for the  express  purpose of  objecting  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.  Except as  otherwise  restricted  by the  Articles of  Incorporation,
members  of the Board of  Directors  or any  committee  designated  thereby  may
participate  in a meeting  of the board or  committee  by means of a  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating  in the  meeting  can  hear  each  other  at the  same  time,  and
participation by such means shall  constitute  attendance and presence as if the
director was in person at the meeting.

     SECTION 15. Consents.  Any action required by the Business  Corporation Act
to be taken at a meeting  of the  directors  of the  corporation,  or any action
which may be taken at a meeting of the  directors or a  committee,  may be taken
without a meeting if a consent in  writing,  setting  forth the action so taken,
shall be signed by all of the directors, or all of the members of the committee,
as the case may be. Consent may be provided by facsimile or e-mail.  The consent
shall have the same effect as a unanimous vote.

                                   ARTICLE IV.
                                    OFFICERS

     SECTION 1. Officers and  Qualifications.  The officers of this  corporation
shall  consist  of a  President,  one (1) or more Vice  Presidents  (the  number
thereof  to be  determined  by the Board of  Directors  from  time to  time),  a
Secretary  and a  Treasurer,  each of whom  shall  be  elected  by the  Board of
Directors  at the time and in the  manner  prescribed  by  these  Bylaws.  Other
officers and assistant  officers and agents  deemed  necessary may be elected or
appointed by the Board of Directors or chosen in the manner  prescribed by these
Bylaws. Any two (2) or more offices may be held by the same person. All officers
and agents of the corporation, as between themselves and the corporation,  shall
have the authority and perform the duties in the  management of the  corporation
as provided  in these  Bylaws or as  determined  by  resolution  of the Board of
Directors not inconsistent with these Bylaws.

     SECTION 2.  Election  and Term.  All officers of the  corporation  shall be
elected  annually  by the  Board  of  Directors  at  its  regular  meeting  held
immediately  after the  annual  meeting  of  shareholders.  If the  election  of
officers  is not  held at such  meeting,  such  election  shall  be held as soon
thereafter  as may be  convenient.  Each  officer  shall hold  office  until his
successor  has been duly  elected and  qualified,  or until a vacancy  occurs as
hereinafter set forth.

     SECTION  3.   Vacancies.   A  vacancy  in  any  office  because  of  death,
resignation,  removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.  Vacancies may be filled, or
offices created and filled, at any meeting of the Board of Directors.

     SECTION 4. Removal.  Any officer or agent elected or appointed by the Board
of Directors  may be removed by the Board of Directors  whenever in its judgment
the best interests of the corporation  will be served thereby,  but such removal
shall be  without  prejudice  to the  contract  rights,  if any,  of the  person
removed.  Election  or  appointment  of an officer or agent  shall not of itself
create any contract rights.

     SECTION 5. Duties of Officers. The duties and powers of the officers of the
corporation  shall be as follows and shall hereafter be set by resolution of the
Board of Directors:

                      Chairperson of the Board of Directors

     The  Board  of  Directors  shall  have  the  right  and  power  to  elect a
chairperson  from among the members of the Board of Directors.  If a chairperson
of the Board of  Directors  is elected,  the  chairperson  shall  preside at all
meetings of the Board of Directors in place of the President of the corporation,
and the chairperson may also cast a vote on all questions


                                    President

     A.  The  President  shall  be  the  principal   executive  officer  of  the
corporation  and,  subject to the control of the Board of Directors,  shall,  in
general,  supervise  and  control  all  of  the  business  and  affairs  of  the
corporation.

     B. The  President  shall  preside at all meetings of the  shareholders  and
shall preside at all meetings of the directors unless a chairperson of the Board
of Directors is elected,  in which case the President  shall preside only in the
absence of the chairperson of the Board of Directors.

          C.  The  President  shall  present  at  each  annual  meeting  of  the
     shareholders and directors a report of the condition of the business of the
     corporation.

     D. The President  shall cause to be called regular and special  meetings of
the  shareholders  and  directors in  accordance  with the  requirements  of the
statute and these Bylaws.

     E. The President shall appoint,  discharge and fix the  compensation of all
employees and agents of the  corporation  other than the duly elected  officers,
subject to the approval of the Board of Directors.

     F. The  President,  with the  Secretary or any other proper  officer of the
corporation  as required and duly  authorized by the Board of  Directors,  shall
sign and execute all contracts in the name of the corporation,  all certificates
for shares of the  corporation,  and all  deeds,  mortgages,  bonds,  contracts,
notes,  drafts,  or other orders for the payment of money, or other  instruments
which the Board of Directors  has  authorized  to be  executed,  except in cases
where the signing and  execution  thereof  shall be  expressly  delegated by the
Board of  Directors  or by these  Bylaws to some  other  officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed.

     G.  The  President  shall  cause  all  books,  reports,   statements,   and
certificates to be properly kept and filed as required by law.

     H. The  President  shall  enforce  these  Bylaws and perform all the duties
incident to the office or which are  required by law,  and,  generally,  perform
such other duties as may be  prescribed  by the Board of Directors  from time to
time.

                                 Vice President

     The Vice  President  shall  perform such duties as from time to time may be
assigned to him by the President or by the Board of Directors. In the absence of
the  President or in the event of the  President's  inability of refusal to act,
the Vice President (or if there are more than one (1) Vice  President,  the Vice
Presidents  in order  designated  at the time of election,  or in the absence of
designation,  then in the order of their  election)  shall perform the duties of
the President,  and when so acting,  shall have all the powers and be subject to
all the  responsibilities  of the office of  President  and shall  perform  such
duties and functions as the Board of Directors may prescribe. Any Vice President
may sign, with the Secretary or an Assistant Secretary,  certificates for shares
of the corporation.

                                                      Secretary

     A. The  Secretary  shall keep the  minutes of the  meetings of the Board of
Directors and of the shareholders in the appropriate books.

     B. The  Secretary  shall  see to it that  all  notices  are  duly  given in
accordance with the provisions of these Bylaws or as required by law.

     C. The  Secretary  shall be the  custodian  of the  records and seal of the
corporation and shall affix the seal to the certificates representing shares and
other corporate papers and documents when required and duly authorized.

     D. The Secretary  shall keep at the principal  office of the  corporation a
book or record containing the names, alphabetically arranged, of all persons who
are shareholders of the corporation, showing their mailing addresses as shall be
furnished to the  Secretary by such  shareholders,  the number of shares held by
them  respectively,  and the dates when they  respectively  became the owners of
record thereof.  The Secretary shall keep such book or record and the minutes of
the  proceedings of its  shareholders  subject to inspection,  within the limits
prescribed by law, by any person duly authorized to inspect such records. At the
request of the person  entitled to an inspection  thereof,  the Secretary  shall
prepare and make  available a current list of the officers and  directors of the
corporation and their mailing addresses.

     E. The Secretary shall attest to the execution of the instruments on behalf
of the  corporation by a proper officer  thereof,  and the Secretary shall affix
the corporate seal to such instruments on behalf of the corporation.

     F. The Secretary shall sign all certificates  representing shares and affix
the  corporate  seal  thereto  when the  issuance  of such  shares has been duly
authorized by resolution of the Board of Directors.

     G. The  Secretary  shall attend to all  correspondence,  and present to the
Board of Directors at its meeting all  official  communications  received by the
Secretary.

     H. The Secretary  shall have general  charge of the stock transfer books of
the corporation.

     I. The  Secretary  shall,  in general,  perform all duties  incident to the
office of  Secretary  and such other duties as from time to time may be assigned
to the Secretary by the President or by the Board of Directors.

                                    Treasurer

     A. The Treasurer  shall have the care and custody of and be responsible for
all of the funds and securities of the corporation, and shall deposit such funds
and securities in the name of the corporation in such banks,  trust companies or
other depositories as shall be designated by the Board of Directors.

     B. Subject to banking  resolutions  adopted by the Board of Directors,  the
Treasurer  shall  make,  sign,  and endorse in the name of the  corporation  all
checks, drafts, notes, and other orders for the payment of money and receive and
give  receipts  for moneys due and  payable to the  corporation  from any source
whatsoever and deposit all such moneys in the name of the corporation.

     C. The  Treasurer  shall keep at the  principal  office of the  corporation
accurate books of account of all of its business and  transactions  and shall at
all reasonable hours exhibit books and accounts to any director upon application
at the office of the corporation during business hours.

     D. The Treasurer  shall render a report of the condition of the finances of
the  corporation  at each regular  meeting of the Board of Directors and at such
other  times as shall be  required  of him,  and he shall make a full  financial
report at the annual meeting of the shareholders.

     E. The Treasurer shall further perform all duties incident to the office of
the Treasurer of the corporation or that may be assigned to him by the President
or by the Board of Directors.

     F. If required by the Board of  Directors,  the  Treasurer  shall give such
bond for the faithful  discharge of the duties  provided  herein in such sum and
with such surety or sureties as the Board of Directors shall determine.

                                 Other Officers

     Other  officers  shall  perform  such duties and have such powers as may be
assigned  to them by the  Board  of  Directors  or by the  President.  Assistant
Secretaries,  when  authorized  by the  Board of  Directors,  may sign  with the
President or a Vice President  certificates for shares of the  corporation,  the
issuance  of which  shall have been  authorized  by  resolution  of the Board of
Directors.  Assistant Treasurers shall respectively, if required by the Board of
Directors,  give bonds for the  faithful  discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine.  The Assistant
Secretaries and Assistant Treasurers,  in general,  shall perform such duties as
shall be assigned to them by the Secretary or Treasurer, respectively, or by the
President  or the Board of  Directors.  The Board may also  provide  for a Chief
Executive  Officer,  Chief Operating  Officer,  Chief Financial  Officer,  Chief
Scientific  Officer,  Chief Clinical  Officer and Chief Medical  Officer and any
other office that the Board may  determine  appropriate  who shall  perform such
duties as shall be assigned to them by the President or the Board of Directors.

     SECTION 6. Compensation of Officers. The officers shall receive such salary
or  compensation as say be fixed by the Board of Directors from time to time. No
officer shall be prevented  from  receiving  compensation  by reason of the fact
that he is also a director of the corporation.

     SECTION 7.  Duties of  Officers  May Be  Delegated.  If any  officer of the
corporation  be absent or unable to act, or for any other  reason that the Board
may deem  sufficient,  the Board may  delegate for the time being some or all of
the functions,  duties,  powers and responsibilities of any officer to any other
agent or employee of the corporation or other responsible person.

                                   ARTICLE V.
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1.  Contracts.  The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the  corporation,  and such authority
may be general or confined to specific instances.


     SECTION 2. Loans. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness  shall be issued in its name unless  authorized
by a resolution  of the Board of  Directors.  Such  authority  may be general or
confined to specific instances.

     SECTION 3. Checks,  Drafts, Etc. All checks, drafts or other orders for the
payment of money, notes or other evidence of indebtedness  issued in the name of
the corporation,  shall be signed by such officer or officers,  agent or agents,
of the  corporation  and in such manner as shall be determined from time to time
by resolution of the Board of Directors.

     SECTION 4. Deposits.  All funds of the corporation  not otherwise  employed
shall be deposited  from time to time to the credit of the  corporation  in such
banks,  trust  companies or other  depositories  as the Board of  Directors  may
select.

                                   ARTICLE VI.
                                     SHARES

     SECTION 1. Certificates. The shares of the corporation shall be represented
by  Certificates  in a form as shall be  determined  by the Board of  Directors.
These  certificates  shall be signed by the President or a Vice  President and a
Secretary  or an  Assistant  Secretary,  and may be sealed  with the seal of the
corporation  or a facsimile  thereof.  The  signatures  of the President or Vice
President and the  Secretary or Assistant  Secretary  upon a certificate  may be
facsimiles if the  certificate is manually  signed on behalf of a transfer agent
or a  register,  other  than  the  corporation  itself  or an  employee  of  the
corporation. In case any officer who has signed or whose facsimile signature has
been placed upon the certificate  ceases to be an officer before the certificate
is issued,  it may be issued by the  corporation  with the same  effect as if he
were an officer at the date of its issue.  All  certificates  shall be  numbered
consecutively  in the  order in  which  they are  issued  or shall be  otherwise
identified.  The name and  address of the person to whom the shares  represented
thereby  are issued,  with the number of shares and the date of issue,  shall be
entered  on the  stock  transfer  books  of the  corporation.  Each  certificate
representing  shares of the corporation  shall state upon its face: (1) That the
corporation is organized under the laws of the State of New Mexico; (2) the name
of the  person to whom  issued;  (3) the  number of  shares  represented  by the
certificate; and (4) the par value of each share represented by the certificate,
or a  statement  that  the  shares  are  without  par  value.  All  certificates
surrendered to the  corporation  for shall be cancelled and no new  certificates
shall be until the former  certificate  for a like  number of shares  shall have
been surrendered and cancelled, except that in the case of a lost, destroyed, or
mutilated  certificate,  a new one may be issued  therefore  upon such terms and
indemnity to the corporation as the Board of Directors may prescribe.

     SECTION 2.  Subscriptions.  Subscriptions  to shares  shall be paid at such
times and in such  installments  as the Board of Directors shall  determine.  If
default  shall be made in the  payment of any  installment  as  required by such
resolution,  the Board of  Directors  may  declare  the shares and all  previous
payments  therefore  forfeited  for the use of the  corporation,  in the  manner
prescribed by law.

     SECTION 3.  Transfer  of Shares.  The  shares of the  corporation  shall be
assignable and transferable  only on the books and records of the corporation by
the registered owner, or by his duly authorized attorney,  upon surrender of the
certificate  duly and  properly  endorsed  with proper  evidence of authority to
transfer.  The  corporation  shall  issue  a  new  certificate  for  the  shares
surrendered to the persons or person entitled thereto.  The person in whose name
the  shares  stand on the books of the  corporation  shall be  deemed  the owner
thereof for all corporate purposes.

     SECTION 4. Returned Certificates.  All certificates for shares delivered to
the  corporation  for  transfer  or  reissue  shall be marked  by the  Secretary
"Cancelled"  with  the  date of  cancellation,  and  the  transaction  shall  be
immediately  recorded in the  certificate  book opposite the memorandum of their
issue. The cancelled certificate may be inserted in the certificate book.

     SECTION 5. Lost,  Stolen or Destroyed  Certificate.  In case of the loss or
destruction of any certificate for shares of stock of the corporation,  upon due
proof of the registered owner thereof or his or her representative, by affidavit
of such loss or  otherwise,  the  President  and Secretary may issue a duplicate
certificate  (plainly  marked  "duplicate")  in its place,  upon the corporation
being fully indemnified therefor.

                                  ARTICLE VII.
                                    DIVIDENDS

     The Board of Directors  at any regular or special  meeting may from time to
time declare,  and the corporation may pay,  dividends on its outstanding shares
in the  manner  and upon  such  terms  and  conditions  provided  by law and its
Articles of Incorporation. Dividends may be paid in cash, property, or shares of
the corporation.

                                  ARTICLE VIII.
                                      SEAL

     The Board of Directors may provide a corporate seal which shall be circular
in form and shall have inscribed thereon the name of the corporation,  the state
of incorporation,  and the words "Corporate Seal" or "Seal". No instrument shall
lack validity because of not having the corporate seal affixed.

                                   ARTICLE IX.
                                 INDEMNIFICATION

     The corporation shall indemnify,  to the fullest extent allowed by law, any
and all  persons who may serve or who have  served at any time as  directors  or
officers,  or who, at the request of this corporation,  may serve or at any time
have  served as  director  or  officer  of  another  corporation  in which  this
corporation  owns shares of the capital stock or of which this corporation is or
may be a  creditor,  and their  respective  heirs and  personal  representatives
against any and all  reasonable  costs and expenses which may be imposed upon or
incurred in connection with or resulting from claim,  action, suit or proceeding
in which  such  person  may be  involved  by reason  of being or  having  been a
director  or officer of this  corporation,  or of such other  corporation.  This
indemnification  shall be effective whether or not such person continues to be a
director or officer of this corporation,  or of such other  corporation,  at the
time such costs and expenses are imposed or incurred.  As used herein,  the term
"costs and expenses"  shall  include,  but shall not be limited to, counsel fees
and amount of judgments against and amounts paid in settlement  (before or after
suit is commenced),  actually and  necessarily  incurred by any such director or
officer, other than amounts paid to the corporation itself;  provided,  however,
that no such director or officer  shall be  indemnified  in any action,  suit or
proceeding  in  which  he or she  shall be  adjudged  liable  for his or her own
negligence  or  misconduct  in  the  performance  of  his  or  her  duty  to the
corporation.  The  foregoing  rights  of  indemnification  shall  not be  deemed
exclusive of any other rights to which such director or officer may otherwise be
entitled.  In addition,  the corporation may purchase and maintain  insurance on
behalf of any person who is or was a director or officer  against any  liability
asserted against him or her and incurred in any such capacity, or arising out of
the status as officer or director of the corporation.

                                   ARTICLE X.
                             CONTRACTS WITH INSIDERS

     A director or officer of the  corporation  shall not be disqualified by his
office from  dealing or  contracting  with the  corporation  either as a vendor,
purchaser,  or  otherwise;   nor  shall  any  transaction  or  contract  of  the
corporation  be void or  voidable  by reason of the fact  that any  director  or
officer  or any firm of which  any  director  or  officer  is a  member,  or any
corporation  of which any  director  or  officer  is a  shareholder,  officer or
director,  is in any way interested in such  transaction  or contract,  provided
that such  transaction or contract is entered into in good faith and is or shall
be  authorized,  ratified,  or approved  either (1) by a vote of a majority of a
quorum of the Board of Directors,  or (2) by the written  consent or by the vote
at any  shareholders'  meeting of the  holders of record of a majority of all of
the  outstanding  shares  of the  corporation  entitled  to vote;  nor shall any
director  or officer be liable to account  to the  corporation  for any  profits
realized by or from or through  any such  transaction  or  contract  authorized,
ratified or  approved  as herein  provided by reason of the fact that he, or any
firm of which he is a member or any  corporation  of which he is a  stockholder,
officer or director,  was interested in such  transaction  or contract.  Nothing
herein  contained shall create liability in the event above described or prevent
the authorization or approval of such contracts in any other manner permitted by
law.

                                   ARTICLE XI.
                                   FISCAL YEAR

     The Board of Directors  shall have the power to fix and, from time to time,
change the fiscal year of the corporation.

                                  ARTICLE XII.
                                   AMENDMENTS

     These  Bylaws  may be  altered,  amended,  repealed,  or new  Bylaws may be
adopted,  by a majority of the entire Board of Directors at a regular or special
meeting of the board.  However, any Bylaws adopted by the Board of Directors may
be altered, amended, or repealed, or new Bylaws may be adopted, by a majority of
the shareholders at a regular or special meeting of the shareholders.

     I hereby certify that the above and foregoing Bylaws are the Bylaws of this
corporation, adopted and approved on the 13th day of August, 2003.



                                                              SECRETARY