<PAGE>
                                                                     Exhibit 3.2

                                     BYLAWS

                                       OF

                        FAMILY HOME HEALTH SERVICES, INC.

                                   AS ADOPTED

                                NOVEMBER 10, 2005

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                           <C>
ARTICLE 1 CORPORATE OFFICES................................................    1
   1.1    Registered and Principal Offices.................................    1
   1.2    Other Offices....................................................    1
   1.3    .................................................................    1
ARTICLE 2 STOCKHOLDERS' MEETINGS...........................................    1
ARTICLE 3 ANNUAL MEETINGS..................................................    2
ARTICLE 4 SPECIAL MEETINGS.................................................    2
ARTICLE 5 NOTICE...........................................................    2
   5.1    Notice Of Stockholders' Meetings.................................    2
   5.2    Advance Notice Of Stockholder Nominees...........................    3
   5.3    Advance Notice Of Stockholder Business...........................    4
   5.4    Telephonic Meetings..............................................    5
ARTICLE 6 WAIVER; CONSENT; RATIFICATION....................................    5
   6.1    Waiver Of Notice.................................................    5
   6.2    Consent Of Stockholders In Lieu Of Meeting.......................    5
   6.3    Ratification And Approval Of Actions At Special Meetings.........    6
ARTICLE 7 QUORUM OF STOCKHOLDERS; ADJOURNED MEETINGS.......................    6
ARTICLE 8 VOTING...........................................................    7
ARTICLE 9 PROXIES..........................................................    8
ARTICLE 10 BOARD OF DIRECTORS..............................................    8
ARTICLE 11 POWERS OF DIRECTORS.............................................    9
ARTICLE 12 BOARD OF DIRECTORS MEETINGS AND CONSENTS........................    9
   12.1   Meetings.........................................................    9
   12.2   Telephonic/Electronic Meetings...................................    9
   12.3   Consent To Action................................................   10
ARTICLE 13 QUORUM OF DIRECTORS.............................................   10
ARTICLE 14 LIMITATIONS OF POWER............................................   10
ARTICLE 15 COMMITTEES......................................................   10
   15.1   Committees Of Directors..........................................   10
   15.2   Committee Minutes................................................   11
   15.3   Meetings And Action Of Committees................................   11
ARTICLE 16 OFFICERS........................................................   11
ARTICLE 17 ELIGIBILITY OF OFFICERS.........................................   11
ARTICLE 18 ADDITIONAL OFFICERS AND AGENTS..................................   12
ARTICLE 19 CHIEF EXECUTIVE OFFICER.........................................   12
</TABLE>

<PAGE>

<TABLE>
<S>                                                                           <C>
ARTICLE 20 PRESIDENT.......................................................   12
ARTICLE 21 CHIEF OPERATING OFFICER.........................................   12
ARTICLE 22 CHIEF FINANCIAL OFFICER.........................................   13
ARTICLE 23 SECRETARY.......................................................   13
ARTICLE 24 TREASURER.......................................................   13
ARTICLE 25 RESIGNATIONS AND REMOVALS.......................................   14
ARTICLE 26 VACANCIES.......................................................   14
ARTICLE 27 CERTIFICATES OF STOCK...........................................   14
ARTICLE 28 TRANSFER OF STOCK...............................................   15
ARTICLE 29 INDEMNITY.......................................................   15
   29.1   Indemnification Of Officers And Directors In Advance.............   15
   29.2   Indemnification Of Employees And Agents..........................   16
   29.3   Indemnity Not Exclusive..........................................   16
   29.4   Indemnification For Successful Defense...........................   16
   29.5   Continuing Right To Indemnification..............................   16
   29.6   Insurance And Other Financial Arrangements.......................   17
   29.7   Amendment of Article.............................................   17
ARTICLE 30 TRANSFER BOOKS AND RECORD DATES.................................   17
   30.1   Record Date For Notice And Voting................................   17
   30.2   Record Date For Purposes Other Than Notice And Voting............   18
ARTICLE 31 LOSS OF CERTIFICATES............................................   18
ARTICLE 32 CORPORATE AUTHORITY.............................................   18
   32.1   Checks; Drafts; Evidences Of Indebtedness........................   18
   32.2   Corporate Contracts And Instruments; How Executed................   18
ARTICLE 33 FISCAL YEAR.....................................................   19
ARTICLE 34 CHANGES IN NEVADA LAW...........................................   19
ARTICLE 35 AMENDMENTS......................................................   19
</TABLE>


                                       3

<PAGE>

                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                       FAMILY HOME HEALTH SERVICES, INC.,
                              A NEVADA CORPORATION

                                    ARTICLE 1
                                CORPORATE OFFICES

     1.1  REGISTERED AND PRINCIPAL OFFICES.

     The registered office of the corporation in the State of Nevada is the
address of the resident agent. The corporation shall maintain at the registered
office (a) a copy, certified by the Secretary of State of Nevada of its Articles
of Incorporation an all amendments thereto; (b) a copy, certified by the
secretary of the corporation of the corporation's Bylaws and all amendments
thereto, and (c) a stock ledger or a duplicate stock ledger, revised annually,
containing the names, alphabetically arranged, of all persons who are
stockholders of the corporation, showing their places residence, if known, and
the number of shares held by them respectively, or a statement setting out the
name of the custodian of the corporation's stock ledger or duplicate stock
ledger and the present and complete mailing or street address where the stock
ledger or duplicate stock ledger is kept.

     The principal office of the corporation shall be located at 801 West Ann
Arbor Trail, Suite 200, Plymouth, Michigan 48170 unless and until otherwise
decided by the Board of Directors of the corporation (the "Board of Directors"),
who may fix the location of the principal office of the corporation at any place
within or outside the State of Nevada.

     1.2  OTHER OFFICES.

     The Board of Directors may at any time establish branch or subordinate
offices at any place or places where the corporation is qualified to do
business.

                                    ARTICLE 2

                             STOCKHOLDERS' MEETINGS

     All meetings of stockholders shall be held either at the principal office
of the corporation or at any other place within or without the State of Nevada
or the United States as the Board of Directors or any person authorized to call
such meeting or meetings may designate.

<PAGE>

                                    ARTICLE 3

                                 ANNUAL MEETINGS

     The annual meeting of the stockholders of the corporation shall be held at
such date and time as designated from time to time by the Board of Directors. At
the annual meeting, directors shall be elected and any other business may be
transacted as may be properly brought before the meeting.

                                    ARTICLE 4

                                SPECIAL MEETINGS

     Except as otherwise provided by law, special meetings of the stockholders
of the corporation shall be held whenever called by the chairman of the
corporation or by a majority of the Board of Directors and shall be called by
the president or secretary upon the order of the Board. No business shall be
acted upon at a special meeting of stockholders except as set forth in the
notice of the meeting.

                                    ARTICLE 5

                                     NOTICE

     5.1  NOTICE OF STOCKHOLDERS' MEETINGS.

     The president, chief executive officer, if any, a vice president, the
secretary, an assistant secretary or any other individual designated by the
Board of Directors shall sign and deliver or cause to be delivered to the
stockholders written notice of any stockholders' meeting not less than ten (10)
days, but not more than sixty (60) days, before the date of such meeting. The
notice shall state the purpose or purposes for which the meeting is called, the
time when and place, which can be within or without the State of Nevada, where
the meeting is to be held and the means of electronic communication(s), if any,
by which the stockholders or the proxies thereof shall be deemed to be present
in person and vote. The notice shall contain or be accompanied by such
additional information as may be required by the Nevada Revised Statutes
("NRS"), including, without limitation, NRS 78.379, 92A.120 or 92A.410.

     In the case of an annual meeting, subject to Section 5.3 below, any proper
business may be presented for action, except that (a) if a proposed plan of
merger, conversion or exchange is submitted to a vote, the notice of the meeting
must state that the purpose, or one of the purposes, of the meeting is to
consider the plan of merger, conversion or exchange and must contain or be
accompanied by a copy or summary of the plan and (b) if a proposed action
creating dissenters' rights is to be submitted to a vote, the notice of the
meeting must state that the stockholders are or may be entitled to assert
dissenters' rights under NRS 92A.300 to 92A.500, inclusive, and be accompanied
by a copy of those sections.

     A copy of the notice shall be (i) personally delivered or (ii) mailed
postage prepaid to each stockholder of record entitled to vote at the meeting at
the address appearing on the records of the corporation, unless he, she or it
shall have filed with the secretary of the corporation a


                                       2

<PAGE>

written request that notice intended for him, her or it be mailed to some other
address, in which case it shall be delivered to the address designated in such
request. Upon mailing, service of the notice is complete, and the time of the
notice begins to run from the date upon which the notice is deposited in the
mail. If the address of any stockholder does not appear upon the records of the
corporation or is incomplete, it will be sufficient to address any notice to
such stockholder at the registered office of the corporation. Notwithstanding
the foregoing and in addition thereto, any notice to stockholders given by the
corporation pursuant to Chapters 78 or 92A of the NRS, the Articles of
Incorporation of the corporation, as amended from time to time (the "Articles of
Incorporation"), or these Bylaws, may be given pursuant to the forms of
electronic transmission listed herein provided such forms of transmission are
consented to in writing by the stockholder receiving such electronically
transmitted notice and such consent is filed by the secretary of the corporation
in the corporate records. Electronic notice as contemplated herein shall be
deemed given (1) by facsimile when directed to a number consented to by the
stockholder to receive notice, (2) by electronic mail when directed to an e-mail
address consented to by the stockholder to receive notice, (3) by posting on an
electronic network together with a separate notice to the stockholder of the
specific posting on the later of the specific posting or the giving of the
separate notice or (4) any other electronic transmission as consented by and
when directed to the stockholder. The stockholder consent necessary to permit
electronic transmission of notice to such stockholder shall be deemed revoked
and of no force and effect if (A) the corporation is unable to deliver by
electronic transmission two consecutive notices given by the corporation in
accordance with the stockholder's consent and (B) the inability to deliver by
electronic transmission becomes known to the secretary, assistant secretary,
transfer agent or other agent of the corporation responsible for the giving of
notice.

     The written certificate or affidavit of the individual signing a notice of
a meeting, setting forth the substance of the notice or having a copy thereof
attached thereto, the date the notice was mailed or personally delivered to the
stockholders and the addresses to which the notice was mailed, shall be prima
facie evidence of the manner and fact of giving such notice. In addition, in the
absence of fraud, an affidavit of the individual signing a notice of a meeting
that the notice thereof has been given by a form of electronic transmission is
prima facie evidence of the facts stated in the certificate or affidavit.

     5.2  ADVANCE NOTICE OF STOCKHOLDER NOMINEES.

     Nominations of persons for election to the Board of Directors of the
corporation may be made at a meeting of stockholders by or at the discretion of
the Board of Directors or by any stockholder of the corporation entitled to vote
in the election of directors at the meeting who complies with the notice
procedures set forth in this Section 5.2. Such nominations, other than those
made by or at the direction of the Board of Directors, shall be made pursuant to
timely notice in writing to the secretary of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation not less than forty-five (45)
days prior to the anniversary of the date on which the corporation first mailed
proxy materials for the prior year's annual meeting; provided, however, that if
the corporation's annual meeting of stockholders occurs on a date more than
thirty (30) days earlier or later than the anniversary of the corporation's
prior year's annual meeting, then the corporation's Board of Directors shall
determine a date a reasonable period prior to the corporation's annual meeting
of stockholders by which date the stockholder's notice must be delivered and
shall publicize such


                                       3

<PAGE>

date in a filing pursuant to the Securities Exchange Act of 1934, as amended, or
via press release. Such publication shall occur at least ten (10) days prior to
the deadline date for stockholder nominations set by the Board of Directors.
Such stockholder's notice shall set forth (a) as to each person, if any, whom
the stockholder proposes to nominate for election or re-election as a director:
(i) the name, age, business address and residence address of such person, (ii)
the principal occupation or employment of such person, (iii) the class and
number of shares of the corporation which are beneficially owned by such person,
(iv) any other information relating to such person that is required by law to be
disclosed in solicitations of proxies for election of directors, and (v) such
person's written consent to being named as a nominee and to serving as a
director if elected; and (b) as to the stockholder giving the notice: (i) the
name and address, as they appear on the corporation's books, of such
stockholder, and (ii) the class and number of shares of the corporation which
are beneficially owned by such stockholder, and (iii) a description of all
arrangements or understandings between such stockholder and each nominee and any
other person or persons (naming such person or persons) relating to the
nomination. At the request of the Board of Directors any person nominated by the
Board for election as a director shall furnish to the secretary of the
corporation that information required to be set forth in the stockholder's
notice of nomination which pertains to the nominee. No person shall be eligible
for election as a director of the corporation unless nominated in accordance
with the procedures set forth in this Section. The chairman of the meeting
shall, if the facts warrant, determine and declare at the meeting that a
nomination was not made in accordance with the procedures prescribed by these
Bylaws, and if he or she should so determine, he or she shall so declare at the
meeting and the defective nomination shall be disregarded.

     5.3  ADVANCE NOTICE OF STOCKHOLDER BUSINESS.

     At the annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be: (a) as specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, (b) otherwise properly brought before the meeting by or
at the direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by a stockholder. Business to be brought before an annual
meeting by a stockholder shall not be considered properly brought if the
stockholder has not given timely notice thereof in writing to the secretary of
the corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the corporation not
less than forty-five (45) days prior to the anniversary of the date on which the
corporation first mailed proxy materials for the prior year's annual meeting;
provided, however, that if the corporation's annual meeting of stockholders
occurs on a date more than thirty (30) days earlier or later than the
anniversary of the corporation's prior year's annual meeting, then the
corporation's Board of Directors shall determine a date a reasonable period
prior to the corporation's annual meeting of stockholders by which date the
stockholder's notice must be delivered and shall publicize such date in a filing
pursuant to the Securities Exchange Act of 1934, as amended, or via press
release. Such publication shall occur at least ten (10) days prior to the
deadline date for stockholder nominations set by the Board of Directors. A
stockholder's notice to the secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting: (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address of
the stockholder proposing such business, (iii) the class and number of shares of
the corporation, which are


                                       4

<PAGE>

beneficially owned by the stockholder, (iv) any material interest of the
stockholder in such business, and (v) any other information that is required by
law to be provided by the stockholder in his or her capacity as a proponent of a
stockholder proposal. Notwithstanding anything in these Bylaws to the contrary,
no business shall be conducted at any annual meeting except in accordance with
the procedures set forth in this Section. The chairman of the annual meeting
shall, if the facts warrant, determine and declare at the meeting that business
was not properly brought before the meeting and in accordance with the
provisions of this Section, and, if he or she should so determine, he or she
shall so declare at the meeting that any such business not properly brought
before the meeting shall not be transacted.

     Notwithstanding the foregoing provisions of this Section 5.3, to include
information with respect to a stockholder proposal in the proxy statement and
form of proxy for a stockholders' meeting, stockholders must provide notice as
required by the regulations promulgated under the Securities Exchange Act of
1934, as amended. Nothing in these Bylaws shall be deemed to affect any rights
of stockholders to request inclusion of proposals in the corporation proxy
statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended.

     5.4  TELEPHONIC MEETINGS.

     Stockholders may participate in a meeting of the stockholders by means of a
telephone conference network, or a similar communications method by which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this subsection constitutes presence in person at such
meeting.

                                    ARTICLE 6

                          WAIVER; CONSENT; RATIFICATION

     6.1  WAIVER OF NOTICE.

     Whenever any notice whatsoever is required to be given by these Bylaws, or
the Articles of Incorporation, or the NRS, a waiver thereof in a signed writing
or by transmission of an electronic record by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

     6.2  CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.

     Unless otherwise provided in the certificate of incorporation, any action
required to be taken at al meeting of stockholders may be taken without a
meeting, if, before or after the action, a written consent thereto is signed by
stockholders holding at least a majority of the voting power, except that if a
different proportion of voting power is required for such action at a meeting,
then that proportion of written consents is required.

     Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those shareholders who
have not consented in writing.


                                       5

<PAGE>

     6.3  RATIFICATION AND APPROVAL OF ACTIONS AT SPECIAL MEETINGS.

     Whenever all persons entitled to vote at any meeting, whether of directors
or stockholders, consent, either by a writing on the record of the meeting or
filed with the secretary, or presence at such meeting and oral consent entered
on the minutes, or taking part in the deliberations at such meeting without
objection, the doings of such meeting shall be valid as if such meeting was
regularly called and noticed. At such meeting any business may be transacted
which is not excepted from the written consent or to the consideration of which
no objection for want of notice is made at the time.

     If any meeting be irregular for want of notice or of consent, provided a
quorum was present at such meeting, the proceedings of the meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing signed by all parties having the right to vote at
such meeting. Such consent or approval of stockholders or creditors may be by
proxy or power of attorney, but all such proxies and powers of attorney must be
in writing.

                                    ARTICLE 7

                   QUORUM OF STOCKHOLDERS; ADJOURNED MEETINGS

     Except as hereinafter provided or otherwise provided by the Articles of
Incorporation or by law, at any meeting of the stockholders, stockholders
holding at least a majority of the voting power of the corporation's capital
stock, represented in person or by proxy (regardless of whether the proxy has
authority to vote on all matters), shall constitute a quorum. If, on any issue,
voting by classes or series is required by the NRS, the Articles of
Incorporation or these Bylaws, at least a majority of the voting power,
represented in person or by proxy (regardless of whether the proxy has authority
to vote on all matters), within each such class or series is necessary to
constitute a quorum of each such class or series.

     If a quorum is not represented, a majority of the voting power represented
or the person presiding at the meeting may adjourn the meeting from time to time
until a quorum shall be represented. At any such adjourned meeting at which a
quorum shall be represented, any business may be transacted which might have
been transacted as originally called. When a stockholders' meeting is adjourned
to another time or place hereunder, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. However, if a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting must be given to each stockholder of
record as of the new record date. The stockholders present at a duly convened
meeting at which a quorum is present may continue to transact business until
adjournment, notwithstanding the departure of enough stockholders to leave less
than a quorum.


                                       6

<PAGE>

                                    ARTICLE 8

                                     VOTING

     Unless otherwise provided in the NRS or the Articles of Incorporation, each
stockholder of record, or such stockholder's duly authorized proxy, shall be
entitled to one vote for each share of voting stock standing registered in such
stockholder's name at the close of business on the record date

     Except as otherwise provided in these Bylaws, all votes with respect to
shares standing in the name of an individual at the close of business on the
record date (including pledged shares) shall be cast only by that individual or
such individual's duly authorized proxy. With respect to shares held by a
representative of the estate of a deceased stockholder, or a guardian,
conservator, custodian or trustee, even though the shares do not stand in the
name of such holder, votes may be cast by such holder upon proof of such
representative capacity. In the case of shares under the control of a receiver,
the receiver may cast votes carried by such shares even though the shares do not
stand of record in the name of the receiver; provided, that the order of a court
of competent jurisdiction which appoints the receiver contains the authority to
cast votes carried by such shares. If shares stand of record in the name of a
minor, votes may be cast by the duly appointed guardian of the estate of such
minor only if such guardian has provided the corporation with written proof of
such appointment.

     With respect to shares standing of record in the name of another
corporation, partnership, limited liability company or other legal entity on the
record date, votes may be cast: (i) in the case of a corporation, by such
individual as the bylaws of such other corporation prescribe, by such individual
as may be appointed by resolution of the board of directors of such other
corporation or by such individual (including, without limitation, the officer
making the authorization) authorized in writing to do so by the chairman of the
board, if any, president, chief executive officer, if any, or any vice president
of such corporation and (ii) in the case of a partnership, limited liability
company or other legal entity, by an individual representing such stockholder
upon presentation to the corporation of satisfactory evidence of his or her
authority to do so.

     Notwithstanding anything to the contrary contained herein and except for
the corporation's shares held in a fiduciary capacity, the corporation shall not
vote, directly or indirectly, shares of its own stock owned by it and such
shares shall not be counted in determining the total number of outstanding
shares entitled to vote.

     Any holder of shares entitled to vote on any matter may cast a portion of
the votes in favor of such matter and refrain from casting the remaining votes
or cast the same against the proposal, except in the case of elections of
directors. If such holder entitled to vote does vote any of such stockholder's
shares affirmatively and fails to specify the number of affirmative votes, it
will be conclusively presumed that the holder is casting affirmative votes with
respect to all shares held.

     With respect to shares standing of record in the name of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, husband and wife as


                                       7

<PAGE>

community property, tenants by the entirety, voting trustees or otherwise and
shares held by two or more persons (including proxy holders) having the same
fiduciary relationship in respect to the same shares, votes may be cast in the
following manner:

     (a) If only one person votes, the vote of such person binds all.

     (b) If more than one person casts votes, the act of the majority so voting
binds all.

     (c) If more than one person casts votes, but the vote is evenly split on a
particular matter, the votes shall be deemed cast proportionately, as split.

     If a quorum is present, unless the Articles of Incorporation, these Bylaws,
the NRS or other applicable law provide for a different proportion, action by
the stockholders entitled to vote on a matter, other than the election of
directors, is approved by and is the act of the stockholders if the number of
votes cast in favor of the action exceeds the number of votes cast in opposition
to the action, unless voting by classes or series is required for any action of
the stockholders by the NRS, the Articles of Incorporation or these Bylaws, in
which case the number of votes cast in favor of the action by the voting power
of each such class or series must exceed the number of votes cast in opposition
to the action by the voting power of each such class or series. If a quorum is
present, directors shall be elected by a plurality of the votes cast.

                                    ARTICLE 9

                                     PROXIES

     Stockholders of record may vote at any meeting either in person or by proxy
or proxies appointed by a signed and executed instrument in writing, or by
telegram, cablegram, or other means of electronic transmission or copy thereof,
provided that the validity of such transmission can be determined by reference
to information set forth thereon. Such instrument or transmission shall be filed
with the secretary of the meeting before being voted. In the event that any such
instrument or transmission shall designate two or more persons to act as
proxies, a majority of such persons present at the meeting, or, if only one
shall be present, then that one, shall have and may exercise all of the powers
conferred by such instrument or transmission upon all of the persons so
designated unless such instrument or transmission shall otherwise provide.

     No proxy shall be valid after the expiration of six (6) months from the
date of its execution unless coupled with an interest, or unless the person
executing it specifies therein the length of time for which it is to continue in
force, which in no case shall exceed seven (7) years from the date of its
execution. Subject to the above, any proxy duly executed is not revoked and
continues in full force and effect until an instrument revoking it or a duly
executed proxy bearing a later date is filed with the secretary of the
corporation.

                                   ARTICLE 10

                               BOARD OF DIRECTORS

     The Board of Directors shall be elected at the annual meeting of the
stockholders or at any meeting held in place thereof as provided by these Bylaws
and by applicable law. Upon the


                                       8

<PAGE>

adoption of these Bylaws, the number of directors that shall constitute the
whole Board of Directors shall be three (3). Thereafter, subject to any
limitation set forth in the provisions of the Articles of Incorporation, the
Board of Directors may, from time to time, by resolution adopted, increase or
decrease the number of the directors that shall constitute the whole Board of
Directors, provided that no such reduction of the authorized number of directors
shall have the effect of removing any director before that director's term of
office expires.

     Each director shall serve until the next annual meeting of the stockholders
and until his or her successor is duly elected and qualified. Except as
otherwise required by the Articles of Incorporation or by resolution adopted by
the Board of Directors, directors need not be stockholders of the corporation.
Directors shall be over the age of eighteen (18).

                                   ARTICLE 11

                               POWERS OF DIRECTORS

     In the management and control of the property, business, and affairs of the
corporation, the Board of Directors is hereby vested with all the powers
possessed by the corporation itself, so far as this delegation of authority is
not inconsistent with the NRS, with the Articles of Incorporation, or with these
Bylaws. The Board of Directors may fix the compensation of directors for
services in any capacity.

                                   ARTICLE 12

                    BOARD OF DIRECTORS MEETINGS AND CONSENTS

     12.1 MEETINGS.

     Regular meetings of the Board of Directors shall be held at such places and
at such times as the Board of Directors by vote may, from time to time,
determine, and if so determined no notice thereof need be given. Special
meetings of the Board of Directors may be held at any time or place, whenever
called by the president, a vice-president, the treasurer, the secretary, an
assistant secretary or two directors, notice thereof being given to each
director by the secretary or an assistant secretary or an officer calling the
meeting, or at any time without formal notice provided all the directors are
present or those not present shall waive or have waived notice thereof. Notice
of special meetings, stating the time and place thereof, shall be given by
mailing the same to each director at his or her residence or business address at
least four (4) days before the meeting, or by delivering the same to him or her
personally or telephoning or transmitting by facsimile the same to him or her at
his or her residence or business address not later than forty-eight (48) hours
before the time at which the meeting is to be held, unless, in case of
emergency, the chairman of the Board of Directors or the president shall
prescribe a shorter notice period.

     12.2 TELEPHONIC/ELECTRONIC MEETINGS.

     Members of the Board of Directors, or of any committee designated by the
Board of Directors, may participate in a meeting of the Board of Directors or
committee by means of a telephone conference network, or a similar
communications method by which all persons


                                       9

<PAGE>

participating in the meeting can hear each other. Participation in a meeting
pursuant to this subsection constitutes presence in person at such meeting.

     12.3 CONSENT TO ACTION.

     Any action required or permitted to be taken at any meeting of the Board of
Directors or committee may be taken without a meeting if, before or after such
action, a written consent thereto is signed by all members of the Board of
Directors or committee. Such unanimous written consent shall be filed with the
minutes of the proceedings of the Board of Directors or committee.

                                   ARTICLE 13

                               QUORUM OF DIRECTORS

     Unless the Articles of Incorporation or these Bylaws provide for a
different proportion, a majority of members of the Board of Directors, at a
meeting duly assembled, shall constitute a quorum for the transaction of
business. When a quorum is present at any meeting, the act of directors holding
a majority of the voting power of the directors present shall be the act of the
Board of Directors.

                                   ARTICLE 14

                              LIMITATIONS OF POWER

     The enumeration of the powers and duties of the Board of Directors in these
Bylaws shall not be construed to exclude all or any powers and duties, except
insofar as the same are expressly prohibited or restricted by the provisions of
these Bylaws or the Articles of Incorporation. The Board of Directors may
exercise all other powers and perform all such duties as may be granted by the
NRS and as do not conflict with the provisions of these Bylaws or the Articles
of Incorporation.

                                   ARTICLE 15

                                   COMMITTEES

     15.1 COMMITTEES OF DIRECTORS.

     The Board of Directors may, by resolution passed by a majority of the Board
of Directors, designate one or more committees, each committee to consist of one
or more of the directors of the corporation. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he, she or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member. Subject to applicable law and to the extent
provided in the resolution of the Board of Directors, any such committee shall
have and may exercise all the powers of the Board of Directors in the management
of the business and affairs of the corporation. Such committee or committees
shall


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<PAGE>

have such name or names as may be determined from time to time by resolution
adopted by the Board of Directors.

     15.2 COMMITTEE MINUTES.

     Each committee shall keep regular minutes of its meetings and report the
same to the Board of Directors when required.

     15.3 MEETINGS AND ACTION OF COMMITTEES.

     Meetings and actions of committees shall be governed by, and held and taken
in accordance with, the provisions of these Bylaws applicable to the full Board
of Directors, with such changes in the context of those Bylaws as are necessary
to substitute the committee and its members for the Board of Directors and its
members; provided, however, that (a) the time of regular meetings of committees
may be determined either by resolution of the Board of Directors or by
resolution of the committee and (b) special meetings of committees may also be
called by resolution of the Board of Directors and that notice of special
meetings of committees shall also be given to all alternate members, who shall
have the right to attend all meetings of the committee. The Board of Directors
may adopt rules not inconsistent with the provisions of these Bylaws for the
government of any committee.

                                   ARTICLE 16

                                    OFFICERS

     The officers of the corporation shall include, without limitation, a
president, a secretary, and a treasurer. The Board of Directors, in its
discretion, may appoint a chairman of the board, who, when present, shall
preside at all meetings of the Board of Directors, and who shall have such other
powers as the Board of Directors shall prescribe.

     The officers of the corporation shall be appointed by the Board of
Directors after its election by the stockholders, and a meeting may be held
without notice for this purpose immediately after the annual meeting of the
stockholders and at the same place. Any person may hold two or more offices at
once.

                                   ARTICLE 17

                             ELIGIBILITY OF OFFICERS

     Except as otherwise required by the Articles of Incorporation or by
resolution adopted by the Board of Directors, the president, secretary,
treasurer, and such other officers as may be appointed need not be stockholders
or directors of the corporation. Any person may hold more than one office,
provided the duties thereof can be consistently performed by the same person.


                                       11

<PAGE>

                                   ARTICLE 18

                         ADDITIONAL OFFICERS AND AGENTS

     The Board of Directors, at its discretion, may appoint a chief executive
officer, chief operating officer, chief financial officer, one or more vice
presidents, assistant secretaries, assistant treasurers, and such other officers
or agents as it may deem advisable, and prescribe the duties thereof.

                                   ARTICLE 19

                             CHIEF EXECUTIVE OFFICER

     Notwithstanding the generality of the foregoing, the chief executive
officer, if any, shall be the senior executive officer of the corporation and,
when present, shall preside at all meetings of the stockholders and, unless a
chairman of the board has been appointed and is present, shall preside at
meetings of the Board of Directors. The chief executive officer, if any, and any
other persons authorized by the Board of Directors, shall sign all certificates
of stock, bonds, deeds, mortgages, extension agreements, modification of
mortgage agreements, leases and contracts of the corporation. The chief
executive officer, if any, shall perform all of the duties commonly incident to
his or her office and shall perform such other duties as the Board of Directors
shall designate.

                                   ARTICLE 20

                                    PRESIDENT

     Notwithstanding the generality of the foregoing, in the absence of a chief
executive officer, the president shall be the senior executive officer of the
corporation. The president shall report to the chief executive officer or, if no
chief executive officer has been appointed, to the Board of Directors and shall
have such duties as may be assigned by the chief executive officer or by the
Board of Directors. The president shall perform all of the duties commonly
incident to his or her office and shall perform such other duties as the Board
of Directors shall designate. In the absence of a chief executive officer, the
president shall preside at all meetings of the stockholders and, unless a
chairman of the board has been appointed and is present, shall preside at
meetings of the Board of Directors.

                                   ARTICLE 21

                             CHIEF OPERATING OFFICER

     The chief operating officer, if any, shall report to the chief executive
officer or, if no chief executive officer has been appointed, to the president
and shall have such duties as may be assigned by the chief executive officer or
by the president. The chief operating officer, if any, shall perform all of the
duties commonly incident to his or her office and shall perform such other
duties as the Board of Directors shall designate.


                                       12

<PAGE>

                                   ARTICLE 22

                             CHIEF FINANCIAL OFFICER

     The chief financial officer, if any, shall keep and maintain, or cause to
be kept and maintained, adequate and correct books and records of accounts of
the properties and business transactions of the corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. He or she shall perform all of the duties
commonly incident to his or her office and such other duties as the Board of
Directors shall designate. The books of account shall at all reasonable times be
open to inspection by any director.

                                   ARTICLE 23

                                    SECRETARY

     The secretary shall keep accurate minutes of all meetings of the
stockholders and the Board of Directors, and shall perform all the duties
commonly incident to his or her office, and shall perform such other duties and
have such other powers as the Board of Directors shall designate. The secretary
shall have power, together with the chief executive officer, if any, the
president, and any vice president, to sign certificates of stock of the
corporation. In his or her absence at the meeting an assistant secretary or a
secretary pro tempore shall perform his or her duties.

                                   ARTICLE 24

                                    TREASURER

     The treasurer, subject to the order of the Board of Directors, shall have
the care and custody of the money, funds, valuable papers, and documents of the
corporation (other than his or her own bond, if any, which shall be in the
custody of the president), and shall have and exercise, under the supervision of
the Board of Directors, all the powers and duties commonly incident to his or
her office, and shall give bond in such form and with such sureties as shall be
required by the Board of Directors. He or she shall deposit all funds of the
corporation in such bank or banks, trust company or trust companies, or with
such firm or firms, doing a banking business, as the directors shall designate.
He or she may endorse for deposit or collection all checks and notes payable to
the corporation or to its order, may accept drafts on behalf of the corporation,
and together with the president may sign certificates of stock. He or she shall
keep accurate books of account of the corporation's transactions which shall be
the property of the corporation, and, together with all property in his or her
possession, shall be subject at all times to the inspection and control of the
Board of Directors.

     All checks, drafts, notes, or other obligations for the payment of money
shall be signed by such officer or officers or agent or agents as the Board of
Directors shall by general or special resolution direct. The Board of Directors
may also in its discretion require, by general or special resolutions, that
checks, drafts, notes, and other obligations for the payment of money shall be


                                       13

<PAGE>

countersigned or registered as a condition to their validity by such officer or
officers or agent or agents as shall be directed in such resolution.

                                   ARTICLE 25

                            RESIGNATIONS AND REMOVALS

     Any director or officer of the corporation may resign at any time by giving
written notice to the corporation, to the Board of Directors, or to the chairman
of the board, if any, or to the president or to the secretary of the
corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified therein, upon its acceptance by the
Board of Directors. Any director may be removed from office by the vote of
stockholders representing a majority of the issued and outstanding capital stock
entitled to voting power at any time, with or without cause. Any officer or
agent appointed by the Board of Directors may be removed by the Board of
Directors at any time, with or without cause. Any such removal or resignation of
the directors, officers or agents of the corporation shall be subject to the
rights, if any, of the respective parties under any contract between the
corporation and such officer or agent.

                                   ARTICLE 26

                                    VACANCIES

     Vacancies in the Board of Directors, including those caused by an increase
in the number of directors, may be filled by a majority of the remaining
directors, though less than a quorum. Vacancies in the Board of Directors may be
filled for the unexpired term by the stockholders at a meeting called for that
purpose, unless such vacancy shall have been filled by the directors. Vacancies
resulting from an increase in the number of directors may be filled in the same
manner. Any vacancy in any office of the corporation may be filled by the Board
of Directors for the unexpired portion of the term of such office.

                                   ARTICLE 27

                              CERTIFICATES OF STOCK

     Every stockholder shall be entitled to a certificate or certificates of the
capital stock of the corporation in such form as may be prescribed by the Board
of Directors, duly numbered and sealed with the corporate seal of the
corporation and setting forth the number and kind of shares signed by the
president, the chief executive officer, if any, or a vice president, and by the
secretary or an assistant secretary, of the corporation (or any other two
officers or agents so authorized by the Board of Directors); provided, however,
whenever such certificate is countersigned or otherwise authenticated by a
transfer agent or a transfer clerk and by a registrar (other than the
corporation), then a facsimile of the signatures of any corporate officers or
agents, the transfer agent, transfer clerk or the registrar of the corporation
may be printed or lithographed upon the certificate in lieu of the actual
signatures.


                                       14

<PAGE>

                                   ARTICLE 28

                                TRANSFER OF STOCK

     Unless further limited by the Articles of Incorporation, shares of stock
may be transferred by delivery of the certificate accompanied either by an
assignment in writing on the back of the certificate or by a written power of
attorney to sell, assign, and transfer the same on the books of the corporation,
signed by the person appearing by the certificate to be the owner of the shares
represented thereby, together with all necessary federal and state transfer tax
stamps affixed and shall be transferable on the books of the corporation upon
surrender thereof so assigned or endorsed. The person registered on the books of
the corporation as the owner of any shares of stock shall be entitled to all the
rights of ownership with respect to such shares. It shall be the duty of every
stockholder to notify the corporation of his or her post office address.

                                   ARTICLE 29

                                    INDEMNITY

     29.1 INDEMNIFICATION OF OFFICERS AND DIRECTORS IN ADVANCE.

     The corporation shall, to the maximum extent and in the manner permitted by
Section 78.751 of the NRS, indemnify each of its directors and officers against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with 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. For purposes of this Article, an "officer" or "director" of the
corporation includes any person (i) who is or was a director or officer of the
corporation, (ii) is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, or (iii) was a director or officer of a corporation which was
a predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.

     The corporation shall, to the maximum extent permitted by Section 78.751 of
the NRS, 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 or officer of the corporation, or is or
was serving at the request of the corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise, or
was a director or officer of a corporation which was a predecessor corporation
of the corporation or of another enterprise at the request of such predecessor
corporation against expenses, including amounts paid in settlement and
attorneys' fees.

     The corporation shall pay the expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding 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.


                                       15

<PAGE>

     29.2 INDEMNIFICATION OF EMPLOYEES AND AGENTS.

     The corporation shall have the power, to the maximum extent and in the
manner permitted by Section 78.751 of the NRS, to indemnify each of its
employees and agents against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred in
connection with 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. For purposes of this Article, an "employee" or
"agent" of the corporation includes any person (i) who is or was an employee or
agent of the corporation, (ii) is or was serving at the request of the
corporation as an employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, or (iii) was an employee or agent of a
corporation which was a predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation.

     The corporation shall have the power, to the maximum extent and in the
manner permitted by Section 78.751 of the NRS, to 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, she or it is or was an
employee or agent of the corporation, or is or was serving at the request of the
corporation as an employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, or was an employee or agent of a corporation
which was a predecessor corporation of the corporation or of another enterprise
at the request of such predecessor corporation against expenses, including
amounts paid in settlement and attorneys' fees.

     29.3 INDEMNITY NOT EXCLUSIVE.

     The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled under
the Articles of Incorporation, any Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in an official capacity
and as to action in another capacity while holding such office.

     29.4 INDEMNIFICATION FOR SUCCESSFUL DEFENSE.

     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 subsections 1 and 2 of Section 78.751
of the NRS, or in defense of any claim, issue or matter therein, he, she or it
must be indemnified by the corporation against expenses, including attorneys'
fees, actually and reasonably incurred by him, her or it in connection with the
defense.

     29.5 CONTINUING RIGHT TO INDEMNIFICATION.

     The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to Section 78.751 of the NRS continues for a person who has
ceased to be a director, officer, employee or agent and inures to the benefit of
the heirs, executors and administrators of such a person.


                                       16

<PAGE>

     29.6 INSURANCE AND OTHER FINANCIAL ARRANGEMENTS.

     The corporation shall have the power, to the maximum extent and in the
manner permitted by Section 78.752 of the NRS, to purchase and maintain
insurance or make other financial arrangements on behalf of any person who 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, or was a director, officer, employee or agent of a corporation which
was a predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation for any liability asserted against him
and liability and expenses incurred by him in his capacity as a director,
officer, employee or agent, or arising out of his status as such, whether or not
the corporation has the authority to indemnify him against such liability and
expenses.

     29.7 AMENDMENT OF ARTICLE.

     The provisions of this Article 29 relating to indemnification shall
constitute a contract between the corporation and each of its directors and
officers which may be modified as to any director or officer only with that
person's consent or as specifically provided in this Section. Notwithstanding
any other provision of these Bylaws relating to their amendment generally, any
repeal or amendment of this Article 29 which is adverse to any director or
officer shall apply to such director or officer only on a prospective basis and
shall not limit the rights of such director or officer to indemnification with
respect to any action or failure to act occurring prior to the time of such
repeal or amendment. Notwithstanding any other provision of these Bylaws
(including, without limitation, Article 34 below), no repeal or amendment of
these Bylaws shall affect any or all of this Article 29 so as to limit or reduce
the indemnification in any manner unless adopted by (a) the unanimous vote of
the directors of the corporation then serving or (b)by the stockholders as set
forth in Article 34 below; provided that no such amendment shall have a
retroactive effect inconsistent with the preceding sentence.

                                   ARTICLE 30

                         TRANSFER BOOKS AND RECORD DATES

     30.1 RECORD DATE FOR NOTICE AND VOTING.

     The Board of Directors may prescribe a period not exceeding sixty (60) days
before any meeting of the stockholders during which no transfer of stock on the
books of the corporation may be made, or may fix a day not more than sixty (60)
days before the holding of any such meeting as the day as of which stockholders
entitled to notice of and to vote at such meetings must be determined. Only
stockholders of record on that day are entitled to notice or to vote at such
meeting.

     If the Board of Directors does not so fix a record date:

     (1) the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held; and


                                       17

<PAGE>

     (2) the record date for determining stockholders entitled to give consent
to corporate action in writing without a meeting, (i) when no prior action by
the Board of Directors has been taken, shall be the day on which the first
written consent is given, or (ii) when prior action by the Board of Directors
has been taken, shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating to that action, or the sixtieth
(60th) day before the date of such other action, whichever is later.

     30.2 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING.

     For purposes of determining the stockholders entitled to receive payment of
any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any other lawful
action (other than action by stockholders by written consent without a meeting),
the Board of Directors may fix, in advance, a record date, which shall not be
more than sixty (60) days before any such action. In that case, only
stockholders of record at the close of business on the date so fixed are
entitled to receive the dividend, distribution or allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the record date so fixed, except as
otherwise provided in the NRS. If the Board of Directors does not so fix a
record date, then the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the Board of
Directors adopts the applicable resolution or the sixtieth (60th) day before the
date of that action, whichever is later.

                                   ARTICLE 31

                              LOSS OF CERTIFICATES

     In case of loss, mutilation, or destruction of a certificate of stock, a
duplicate certificate may be issued upon such terms as the Board of Directors
shall prescribe.

                                   ARTICLE 32

                               CORPORATE AUTHORITY

     32.1 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS.

     From time to time, the Board of Directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders for
payment of money, notes or other evidences of indebtedness that are issued in
the name of or payable to the corporation, and only the persons so authorized
shall sign or endorse those instruments.

     32.2 CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED.

     The Board of Directors, except as otherwise provided in these Bylaws, may
authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the Board of Directors or within the agency
power of an officer, no officer, agent or employee shall have any power or
authority to bind the


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<PAGE>

corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or for any amount.

                                   ARTICLE 33

                                   FISCAL YEAR

     The fiscal year of the Corporation shall end on the 31st day of December in
each year. It may be changed by resolutions of the Board of Directors.

                                   ARTICLE 34

                              CHANGES IN NEVADA LAW

     References in these Bylaws to Nevada law or the NRS or to any provision
thereof shall be to such law as it existed on the date these Bylaws were adopted
or as such law thereafter may be changed; provided that (a)in the case of any
change which expands the liability of directors or officers or limits the
indemnification rights or the rights to advancement of expenses which the
corporation may provide in Article 29 hereof, the rights to limited liability,
to indemnification and to the advancement of expenses provided in the Articles
of Incorporation and/or these Bylaws shall continue as theretofore to the extent
permitted by law and (b)if such change permits the corporation, without the
requirement of any further action by stockholders or directors, to limit further
the liability of directors or limit the liability of officers or to provide
broader indemnification rights or rights to the advancement of expenses than the
corporation was permitted to provide prior to such change, then liability
thereupon shall be so limited and the rights to indemnification and the
advancement of expenses shall be so broadened to the extent permitted by law.

                                   ARTICLE 35

                                   AMENDMENTS

     The Bylaws of the corporation, regardless of whether made by the
stockholders or by the Board of Directors, may be amended, added to, or repealed
by the stockholders of the issued and outstanding capital stock of this
corporation, at any meeting of the stockholders, provided notice of the proposed
change is given in the notice of meeting, or notice thereof is waived in
writing.

     Subject to the Bylaws, if any, adopted by the stockholders of the issued
and outstanding capital stock of this corporation, the Board of Directors may
amend, add to, or repeal the Bylaws of the corporation.


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