EXHIBIT NO. 3.4
















                               RESTATED
                                BYLAWS


                                  OF


                        FIRST SCIENTIFIC, INC.
                (formerly SPPS Financial Corporation)


                                 1999






                          RESTATED BYLAWS OF

                        FIRST SCIENTIFIC, INC.

                          Table Of Contents
                                                                  Page
ARTICLE 1   CORPORATE OFFICES. . . . . . . . . . . . . . . . . . .   1
     1.1    Business Office. . . . . . . . . . . . . . . . . . . .   1
     1.2    Registered Office. . . . . . . . . . . . . . . . . . .   1

ARTICLE 2   SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . .   1
     2.1    Annual Meeting . . . . . . . . . . . . . . . . . . . .   1
     2.2    Special Meetings . . . . . . . . . . . . . . . . . . .   1
     2.3    Place of Meetings. . . . . . . . . . . . . . . . . . . . 2
     2.4    Notice of Meetings . . . . . . . . . . . . . . . . . .   2
     2.5    Fixing of Record Date. . . . . . . . . . . . . . . . .   2
     2.6    Voting List. . . . . . . . . . . . . . . . . . . . . .   2
     2.7    Meetings by Telecommunication. . . . . . . . . . . . .   2
     2.8    Shareholder Quorum and Voting Requirements . . . . . .   2
     2.9    Proxies. . . . . . . . . . . . . . . . . . . . . . . .   3
     2.10   Voting Shares. . . . . . . . . . . . . . . . . . . . .   3
     2.11   Shareholder Action Without a Meeting . . . . . . . . . . 3
     2.12   Waiver . . . . . . . . . . . . . . . . . . . . . . . .   4

ARTICLE 3   BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . .   4
     3.1    General Powers . . . . . . . . . . . . . . . . . . . .   4
     3.2    Number of Directors and Qualification. . . . . . . . .   4
     3.3    Election and Term of Office. . . . . . . . . . . . . .   4
     3.4    Chairman of the Board of Directors . . . . . . . . . . . 4
     3.5    Regular Meetings . . . . . . . . . . . . . . . . . . . . 4
     3.6    Special Meetings . . . . . . . . . . . . . . . . . . . . 4
     3.7    Notice . . . . . . . . . . . . . . . . . . . . . . . .   5
     3.8    Quorum . . . . . . . . . . . . . . . . . . . . . . . . . 5
     3.9    Manner of Acting . . . . . . . . . . . . . . . . . . . . 5
     3.10   Vacancies and Newly-Created Directorships. . . . . . . . 5
     3.11   Fees and Compensation. . . . . . . . . . . . . . . . . . 5
     3.12   Presumption of Assent. . . . . . . . . . . . . . . . .   6
     3.13   Resignations . . . . . . . . . . . . . . . . . . . . .   6
     3.14   Action by Written Consent. . . . . . . . . . . . . . . . 6
     3.15   Meetings by Telephone Conference Call. . . . . . . . . . 6
     3.16   Removal of Directors . . . . . . . . . . . . . . . . . . 6

                                i
<PAGE>

ARTICLE 4   COMMITTEES . . . . . . . . . . . . . . . . . . . . . .   7
     4.1    Committees . . . . . . . . . . . . . . . . . . . . . .   7
     4.2    Procedures, Meetings and Quorum. . . . . . . . . . . . . 7

ARTICLE 5   OFFICERS   . . . . . . . . . . . . . . . . . . . . . .   7
     5.1    Officers   . . . . . . . . . . . . . . . . . . . . . .   7
     5.2    Appointment, Term of Office and Qualification  . . . . . 7
     5.3    Resignations . . . . . . . . . . . . . . . . . . . . . . 8
     5.4    Removal  . . . . . . . . . . . . . . . . . . . . . . . . 8
     5.5    Vacancies and Newly-Created Offices. . . . . . . . . . . 8
     5.6    President. . . . . . . . . . . . . . . . . . . . . . . . 8
     5.7    Vice Presidents. . . . . . . . . . . . . . . . . . . . . 8
     5.8    Secretary. . . . . . . . . . . . . . . . . . . . . . . . 8
     5.9    Treasurer. . . . . . . . . . . . . . . . . . . . . . . . 9
     5.10   Assistant Secretaries and Treasurers . . . . . . . . . . 9
     5.11   Salaries . . . . . . . . . . . . . . . . . . . . . . . . 9
     5.12   Surety Bonds . . . . . . . . . . . . . . . . . . . . .  10

ARTICLE 6   EXECUTION OF INSTRUMENTS, BORROWING OF MONEY AND DEPOSIT
            OF CORPORATE FUNDS . . . . . . . . . . . . . . . . . .  10
     6.1    Instruments. . . . . . . . . . . . . . . . . . . . . .  10
     6.2    Loans. . . . . . . . . . . . . . . . . . . . . . . . .  10
     6.3    Deposits . . . . . . . . . . . . . . . . . . . . . . .  10
     6.4    Checks, Drafts, etc. . . . . . . . . . . . . . . . . .  10
     6.5    Bonds and Debentures . . . . . . . . . . . . . . . . .  10
     6.6    Sale, Transfer, etc., of Securities. . . . . . . . . .  11
     6.7    Proxies. . . . . . . . . . . . . . . . . . . . . . . .  11

ARTICLE 7   CAPITAL STOCK. . . . . . . . . . . . . . . . . . . . .  11
     7.1    Stock Certificates . . . . . . . . . . . . . . . . . .  11
     7.2    Shares Without Certificates. . . . . . . . . . . . . .  12
     7.3    Transfer of Stock. . . . . . . . . . . . . . . . . . .  12
     7.4    Restrictions on Transfer or Registration o2
      Shares . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
     7.5    Regulations. . . . . . . . . . . . . . . . . . . . . .  12
     7.6    Transfer Agents and Registrars . . . . . . . . . . . .  12
     7.7    Lost or Destroyed Certificates . . . . . . . . . . . .  13
     7.8    Consideration for Shares . . . . . . . . . . . . . . .  13

ARTICLE 8 INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . .  13
     8.1    Indemnification. . . . . . . . . . . . . . . . . . . .  13
     8.2    Certain Restrictions on Indemnification. . . . . . . .  13
     8.3    Mandatory Indemnification. . . . . . . . . . . . . . .  14
     8.4    Determination. . . . . . . . . . . . . . . . . . . . .  14
     8.5    General Indemnification. . . . . . . . . . . . . . . .  14
     8.6    Advances . . . . . . . . . . . . . . . . . . . . . . .  14
     8.7    Scope of Indemnification . . . . . . . . . . . . . . .  14
     8.8    Insurance. . . . . . . . . . . . . . . . . . . . . . .  15

                                ii

<PAGE>

ARTICLE 9   FISCAL YEAR. . . . . . . . . . . . . . . . . . . . . .  15

ARTICLE 10  DIVIDENDS. . . . . . . . . . . . . . . . . . . . . . .  15

ARTICLE 11  AMENDMENTS . . . . . . . . . . . . . . . . . . . . . .  15

                                iii

<PAGE>

                                BYLAWS

                                  OF

                        FIRST SCIENTIFIC, INC.
                (Restated through September 24, 1999)




                              ARTICLE 1

                          CORPORATE OFFICES


       1.1   Business Office.  The principal office of the
corporation shall be located at such place either within or outside
the State of Delaware, as may be determined by the Board of
Directors.  The corporation may have such other offices, either
within or without the State of Delaware as the Board of Directors
may designate or as the business of the corporation may require from
time to time.

       1.2   Registered Office.  The registered office of the
corporation shall be located within the State of Delaware and may
be, but need not be, identical with the principal office (if located
within the State of Delaware).  The address of the registered office
may be changed from time to time by the Board of Directors.


                              ARTICLE 2

                             SHAREHOLDERS

       2.1   Annual Meeting.  The annual meeting of shareholders
shall be held each year on a date and at a time designated by the
Board of Directors.  At the meeting, directors shall be elected and
any other proper business may be transacted.  If the election of
directors shall not be held on the day designated for the annual
meeting of the shareholders, or at 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.

       2.2    Special Meetings.  Special meetings of the
shareholders may be called at any time by the Chairman of the Board,
by the President, or by the Board of Directors.  Special meetings of
the shareholders may also be called by the holders of not less than
one-tenth (1/10) of all the shares entitled to vote on any issue
proposed to be considered at the proposed special meeting by
delivery of one or more signed and dated written demands for the
meeting stating the purpose for which it is to be held to the
corporation's Secretary or other designated officer.

                                1

<PAGE>

       2.3    Place of Meetings.  Meetings of shareholders may be
held at any place within or outside the State of Delaware as
designated by the Board of Directors.  In the absence of any such
designation, meetings shall be held at the principal office of the
corporation.

       2.4    Notice of Meetings.  Written or printed notice stating
the place, date, and hour of the meeting, and in case of a special
meeting, the purpose or purposes for which the meeting is called,
shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting, either personally, by facsimile,
mail, or express courier by or at the direction of the Chairman of
the Board of Directors, the President, the Secretary, or the officer
or person(s) calling the meeting, to each shareholder of record
entitled to vote at such meeting or to any other shareholder
entitled by the Delaware General Corporation Law (the "Act") or the
corporation's Articles of Incorporation to receive notice of the
meeting.

       2.5    Fixing of Record Date.  For the purpose of determining
shareholders of any voting group entitled to notice of or to vote at
any meeting of shareholders, or shareholders entitled to take action
without a meeting, or shareholders entitled to receive payment of
any distribution or dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors
may fix in advance a date as the record date.  Such record date
shall not be more than seventy (70) days prior to the date on which
the particular action requiring such determination of the
shareholders is to be taken.  If no record date is so fixed by the
Board of Directors, the record date for determination of such
shareholders shall be determined in accordance with the Act.

       2.6    Voting List.  Unless otherwise directed by the Board
of Directors, the Secretary of the corporation shall prepare a list
of the names of all of the shareholders who are entitled to be given
notice of the meeting.  The list shall be arranged by voting group,
and within each voting group by class or series of shares.  The list
shall be alphabetical within each class or series and must show the
address of, and the number of shares held by, each shareholder.  The
shareholder list must be made available for inspection by any
shareholder in accordance with the Act.

       2.7    Meetings by Telecommunication.  Any or all of the
shareholders may participate in an annual or special meeting of the
shareholders by, or the meeting may be conducted through the use of,
any means of communication by which all persons participating in the
meeting can hear each other during the meeting.

       2.8    Shareholder Quorum and Voting Requirements.  If the
corporation's Articles of Incorporation or the Act provides for
voting by a single voting group on a matter, action on that matter
is taken when voted upon by that voting group.

                                2

<PAGE>

        If the Articles of Incorporation or the Act provide for
voting by two or more voting groups on a matter, action on that
matter is taken only when voted upon by each of those voting groups
counted separately.  Action may be taken by one voting group on a
matter even though no action is taken by another voting group
entitled to vote on the matter.

        Shares entitled to vote as a separate voting group may take
action on a matter at a meeting only if a quorum of those shares
exists with respect to that matter.  Unless the Articles of
Incorporation, these Bylaws or the Act provide otherwise, one-third
of the votes entitled to be cast on the matter by the voting group
constitutes a quorum of that voting group for action on that matter.

        Once a share is represented for any purpose at a meeting, it
is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record
date is or must be set for the adjourned meeting.

        If a quorum exists, action on a matter (other than the
election of directors) by a voting group is approved if the votes
cast within the voting group favoring the action exceed the votes
cast opposing the action, unless the Articles of Incorporation,
these Bylaws, or the Act require a greater number of affirmative
votes.

       2.9    Proxies.  At all meetings of shareholders, a
shareholder may vote in person, or vote by a proxy that is executed
by the shareholder or that is executed by the shareholder's duly
authorized attorney-in-fact, or by a written statement of the
appointment transmitted by telegram, teletype, telecopy, or other
electronic transmission along with written evidence from which it
can be determined that the shareholder transmitted or authorized the
transmission of the appointment.  Such proxy shall be filed with the
Secretary of the corporation or any other person authorized to
tabulate votes before or at the time of the meeting.  No proxy shall
be valid after eleven (11) months from the date of its execution
unless otherwise provided in the proxy.

       2.10   Voting Shares.  Each outstanding share, regardless of
class, and except as otherwise required by the Act, shall be
entitled to one (1) vote, and each fractional share is entitled to a
corresponding fractional vote, on each matter submitted to a vote at
a meeting of the shareholders, except to the extent that the voting
rights of the shares of any class or classes are limited or denied
by the Articles of Incorporation of this corporation as permitted by
the Act.

        Redeemable shares are not entitled to vote after notice of
redemption is mailed to the holders and a sum sufficient to redeem
the shares has been deposited with a bank, trust company, or other
financial institution under an irrevocable obligation to pay the
holders the redemption price upon surrender of the shares.

        Unless the Articles of Incorporation of this corporation
provide otherwise, at each election for directors, every shareholder
entitled to vote at such election shall have the right to vote, in
person or by proxy, all of the votes to which the shareholder's
shares are entitled for as many persons as there are directors to be
elected and for whose election such shareholder has a right to vote.

       2.11   Shareholder Action Without a Meeting.  Any action
required to be taken at a meeting of the shareholders, or any other
action that may be taken at a meeting of the shareholders, may be
taken without a meeting if a consent in writing, setting forth the
action so taken, is signed by all of the shareholders entitled to
vote with respect to the subject matter thereof.

       2.12   Waiver.  A shareholder may waive any required notice
in accordance with the Act.

                                3

<PAGE>

                              ARTICLE 3

                          BOARD OF DIRECTORS

       3.1    General Powers.  All corporate powers shall be
exercised by or under the authority of, and the business and affairs
of the corporation shall be managed under the direction of, the
Board of Directors, subject to any limitation set forth in the
Articles of Incorporation or in a shareholder's agreement authorized
under the Act.

       3.2    Number of Directors and Qualification.  The initial
authorized number of directors shall be three (3) unless otherwise
specified from time to time by resolution of the Board of Directors,
but shall not be less than three (3) unless the number of
shareholders of the corporation is less than three (3), in which
event the corporation may have a number of directors equal to or
greater than the number of shareholders.  Directors need not be
residents of the State of Delaware or shareholders of the
corporation.

       3.3    Election and Term of Office.  Directors shall be
elected at each annual meeting of the shareholders to hold office
until the next succeeding annual meeting.  Each director, including
a director elected to fill a vacancy, shall hold office until the
expiration of the term for which elected and until a successor has
been elected and qualified.  No decrease in the authorized number of
directors shall have the effect of shortening the term of any
incumbent director.

       3.4    Chairman of the Board of Directors.  The Board of
Directors may elect a Chairman of the Board of Directors, which
person shall at all times be a director.  The Chairman of the Board
of Directors, if such a person is elected, shall, if present,
preside at meetings of the Board of Directors and exercise and
perform such other powers and duties as may from time to time be
assigned to him or her by the Board of Directors or as may be
prescribed by these Bylaws.  Unless otherwise restricted by law, the
Chairman of the Board of Directors may also be given the duties of
an officer of the corporation, as well as serve as an officer, as
determined by the Board of Directors.  The period(s) of service by
the Chairman of the Board of Directors shall be determined by the
Board of Directors.  In the absence of the Chairman of the Board of
Directors, if elected, the Board of Directors may appoint another
member of the Board of Directors to conduct the meeting(s) of the
Board of Directors.

       3.5    Regular Meetings.  The Board of Directors may provide
by resolution the time and place, either within or without the State
of Delaware, for the holding of regular meetings without notice
other than such resolution.

       3.6    Special Meetings.  Special meetings of the Board of
Directors for any purpose or purposes may be called at any time by
or at the request of the Chairman of the Board of Directors, the
President, or any two (2) directors.  The person or persons
authorized to call special meetings of the Board of Directors may
fix any place, either within or without the State of Delaware, as
the place for holding any special meeting of the Board of Directors.

                                4

<PAGE>

       3.7    Notice.  Notice of the date, time, and place of any
special meeting of the Board of Directors shall be delivered
personally or by telephone to each director or sent by mail, express
courier, or facsimile, charges prepaid, addressed to each director
at that director's address as it is shown on the records of the
corporation.  If the notice is mailed, it shall be deposited in the
United States mail at least five (5) days before the time of the
holding of the meeting.  If the notice is delivered personally, by
express courier, or by telephone, facsimile, or telegraph, it shall
be delivered at least forty-eight (48) hours before the meeting
begins.  Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of
the director who the person giving notice has reason to believe will
promptly communicate it to the director.  Any director may waive
notice of any meeting by delivering a written waiver to the
corporation to file in its corporate records, and attendance of a
director at a meeting shall constitute a waiver of notice of such
meeting, except where the director attends a meeting for the express
purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened and does not thereafter
vote for or consent to action taken at the meeting.  Neither the
business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors needs to be specified in
the notice or waiver of notice of such meeting.

       3.8    Quorum.  A majority of the authorized number of
directors as fixed in accordance with these Bylaws shall constitute
a quorum for the transaction of business at any meeting of the Board
of Directors, but if less than a majority is present at a meeting, a
majority of the directors present may adjourn the meeting from time
to time without further notice until a quorum shall be present.

       3.9    Manner of Acting.  The act of a majority of the
directors present at a meeting at which a quorum is present shall,
unless the act of a greater number of directors is required by the
Articles of Incorporation of the corporation or these Bylaws, be the
act of the Board of Directors.

       3.10   Vacancies and Newly-Created Directorships.  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, or by the affirmative vote of the majority of
shares entitled to vote for directors.  A director elected to fill a
vacancy shall be elected for the unexpired term of his or her
predecessor in office.  The term "vacancy" includes any directorship
authorized under Section 3.2 but not filled by shareholders at the
annual meeting, whether or not such directorship had previously been
filled.

       3.11   Fees and Compensation.  Directors may receive such
compensation, if any, for their services and such reimbursement of
expenses as may be fixed or determined by resolution of the Board of
Directors.  This section shall not be construed to preclude any
director from serving the corporation in any other capacity as an
officer, agent, employee, or otherwise and receiving compensation
for those services.

       3.12   Presumption of Assent.  A director who is present at a
meeting of the Board of Directors when corporate action is taken is
considered to have consented to the action taken at the meeting
unless the director objects at the beginning of the meeting, or
promptly upon arrival, to holding the meeting or transacting
business at the meeting and does not thereafter vote for or consent
to any action taken at the meeting, or the director
contemporaneously requests his or her dissent or abstention as to
any specific action to be entered into the minutes of the meeting,
or the director causes written notice of a dissent or abstention as
to a specific action to be received by the presiding officer of the
meeting before adjournment of the meeting or by the corporation
promptly after adjournment of the meeting.

                                5

<PAGE>

       3.13   Resignations.  A director may resign at any time by
giving a written notice of resignation to either the Chairman of the
Board of Directors, the President, a Vice-President, or the
Secretary or Assistant Secretary, if any.  Unless otherwise provided
in the resignation, the resignation shall become effective when the
notice is received by an officer or director of the corporation.  If
the resignation is effective at a future time, the Board of
Directors may elect a successor to take office when the resignation
becomes effective.

       3.14   Action by Written Consent.  Any action required to be
taken at a meeting of the Board of Directors of the corporation or
any other action that may be taken at a meeting of the Board of
Directors or of a committee, may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by
all of the directors, or all of the members of the committee, as the
case may be.  Such consent shall have the same legal effect as a
unanimous vote of all the directors or members of the committee and
may be described as such in any document or instrument.  Action
taken pursuant to this Section is effective when the last director
signs a writing describing the action taken, unless the Board of
Directors establishes a different effective date.

       3.15   Meetings by Telephone Conference Call.  Members of the
Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors or
committee, as the case may be, by means of conference telephone call
or similar communications equipment by which all persons
participating in the meeting can hear each other throughout the
meeting.  Participation in such a meeting shall constitute presence
in person at such meeting.

       3.16   Removal of Directors.  The shareholders may remove one
(1) or more directors at a meeting called for that purpose if notice
has been given that a purpose of the meeting is such removal.  The
removal may be with or without cause unless the Articles of
Incorporation provide that directors may only be removed with cause.
 If a director is elected by a voting group of shareholders, only
the shareholders of that voting group may participate in the vote to
remove such director.  A director may be removed only if the number
of votes cast to remove such director exceeds the number of votes
cast not to remove such director.

                                6

<PAGE>

                              ARTICLE 4

                              COMMITTEES

       4.1  Committees.  The Board of Directors may from time to
time by resolution adopted by a majority of the Board of Directors
designate from among its members one (1) or more committees,
including, but not limited to, a Compensation Committee and an
audit Committee, each of which shall have such authority of the
Board of Directors as may be specified in the resolution of the
Board of Directors designating such committee; provided, however,
that any such committee so designated shall not have any powers not
allowed under the Act.  The chairman of any such committee shall be
designated by the Board of Directors.  Each committee must have at
least two (2) directors as members.  The Board of Directors shall
have power at any time to change the members of any such committee,
designate alternate members of any such committee, and fill all
vacancies therein.  Any such committee shall serve at the pleasure
of the Board of Directors.

        4.2   Procedures, Meetings and Quorum.  Meetings of any
committee designated by the Board of Directors may be held at such
times and places as the chairman of such committee shall from time
to time determine.  Notice of such meetings shall be given within
the same times and by the same means as set forth in these Bylaws
for meetings of the Board of Directors.  At every meeting of any
such committee, the presence of a majority of all of the members of
such committee shall be necessary for the transaction of business,
and the action of any such committee must be authorized by the
affirmative vote of a majority of the members present at such
meeting at which a quorum is present.  Any such committee shall keep
minutes of its proceedings, and all action by such committee shall
be reported to the Board of Directors at its meeting next succeeding
such action.  Any action by a committee shall be subject to review
by the Board of Directors, provided, no rights of third parties
shall be affected by such review.


                              ARTICLE 5

                               OFFICERS

       5.1    Officers.  Except as provided otherwise by a
resolution of the Board of Directors, the officers of the
corporation shall be a President, one or more Vice-Presidents as may
be determined by resolution of the Board of Directors, a Secretary,
and a Treasurer.  Any two (2) or more offices may be held by the
same person.  The corporation may also have, at the discretion of
the Board of Directors, one or more Assistant Secretaries, one or
more Assistant Treasurers, and such other officers as may be
appointed by the Board of Directors.  Officers need not be
shareholders of the corporation.

       5.2    Appointment, Term of Office and Qualification.  The
officers of the corporation shall be appointed by, and serve at the
pleasure of, the Board of Directors, subject to any rights of an
officer under any contract of employment.  Appointment of officers
shall take place annually or at such other intervals as the Board of
Directors may determine, and may be made at regular or special
meetings of the Board of Directors or by the written consent of the
directors.  Each officer shall hold office until his or her
successor shall have been duly appointed and qualified or until such
officer's death, resignation, or removal in the manner provided in
these Bylaws.  No officer provided for in this Article 5 need be a
director of the corporation nor shall any such officer be a director
unless elected a director in accordance with these Bylaws.

       5.3    Resignations.  Any officer may resign at any time by
delivering a written resignation to the Board of Directors, the
President, or the Secretary.  Unless otherwise specified therein,
such resignation shall take effect upon such delivery of the
resignation; and, unless otherwise specified in the resignation, the
acceptance of the resignation shall not be necessary to make it
effective.  Any resignation is without prejudice to the rights, if
any, of the corporation under any contract to which the officer is a
party.

                                7

<PAGE>

       5.4    Removal.  Any officer may be removed by the Board of
Directors or by a committee, if any, if so authorized by the Board
of Directors,  whenever in its judgment the best interests of the
corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so
removed.

       5.5    Vacancies and Newly-Created Offices.  A vacancy in any
office may be filled by the Board of Directors at any regular or
special meeting or by the unanimous written consent of the directors.

       5.6    President.  Unless the Board of Directors shall
otherwise determine, the President shall be the chief executive
officer of the corporation, and, if so designated by resolution of
the Board of Directors, shall also have the title Chief Executive
Officer, and shall, subject to the control of the Board of
Directors, have general supervision, direction, and control of the
business, officers, employees, and agents of the corporation.  The
President shall, when present, preside at meetings of the
shareholders.  The President shall have the general powers and
duties of management usually vested in the office of President of a
corporation, and shall have such other powers and duties as may be
prescribed by the Board of Directors or these Bylaws.  The President
shall prepare the agenda for the board of Directors' meetings.

       5.7    Vice Presidents.  In the absence or disability of the
President, the Vice Presidents, in order of their rank as fixed by
the Board of Directors or, if not ranked, a Vice President
designated by the Board of Directors, shall perform all the duties
of the President and, when so acting, shall have all the powers of,
and be subject to all the restrictions upon, the President.  The
Vice Presidents shall have such other powers and perform such other
duties as may from time to time be prescribed for them by the Board
of Directors, these Bylaws, the President, or the Chairman of the
Board of Directors and, unless otherwise so prescribed, the powers
and duties customarily vested in the office of Vice President of a
corporation.

       5.8    Secretary.  The Secretary shall keep or cause to be
kept, at the principal executive office of the corporation or such
other place as the Board of Directors may direct, a book of minutes
of the proceedings of all meetings of, and a record of all actions
taken by, the Board of Directors or any committees of the Board of
Directors.  The Secretary shall cause all notices of meetings to be
duly given in accordance with the provisions of these Bylaws and as
required by the Act.

        The Secretary shall be the custodian of the corporate
records and of the seal, if any, of the corporation.  Unless
otherwise required by law or by the Board of Directors, the adoption
or use of a corporate seal is not required.  The Secretary shall see
that the books, reports, statements, certificates, and other
documents and records required by the Act are properly kept and filed.


                                8

<PAGE>
        The Secretary shall have charge of the stock books of the
corporation and cause the stock and transfer books to be kept in
such manner as to show at any time the amount of the stock of the
corporation of each class issued and outstanding, the manner in
which and the time when such stock was paid for, the alphabetically
arranged names and addresses of the holders of record thereof, the
number of shares held by each holder, and the time when each became
a holder of record.  The Secretary shall exhibit at all reasonable
times to any director, upon application, the original or duplicate
stock register.  The Secretary shall cause the stock ledger to be
kept and exhibited at the principal office of the corporation in the
manner and for the purposes provided by these Bylaws and the Act.

        The Secretary shall perform all duties incident to the
office of Secretary and such other duties as are given to him or her
by law or these Bylaws or as from time to time may be assigned by
the Board of Directors.

       5.9    Treasurer.  The Treasurer 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.  The books of account shall at all reasonable times be
open to inspection by any director.

        The Treasurer shall deposit all monies and other valuables
in the name and to the credit of the corporation with such
depositories as may be designated by the Board of Directors.  The
Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors, shall render to the President and
the Board of Directors, whenever they request it, an account of all
of transactions taken as Treasurer and of the financial condition of
the corporation, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or these
Bylaws.

       5.10   Assistant Secretaries and Treasurers.  Any Assistant
Secretaries or Assistant Treasurers elected by the Board of
Directors shall perform such of the duties of the Secretary or the
Treasurer, respectively, as may be assigned to them by the officers
they are elected to assist, or as may otherwise be prescribed for
them by the Board of Directors.

       5.11   Salaries.  The salaries or other compensation of the
officers of the corporation shall be fixed from time to time by the
Board of Directors, except that the Board of Directors may delegate
to any person or group of persons the power to fix the salaries or
other compensation of any officers.  No officer shall be prevented
from receiving any such salary or compensation by reason of the fact
that he or she is also a director of the corporation.

       5.12   Surety Bonds.  In the event the Board of Directors
shall so require, any officer or agent of the corporation shall
provide the corporation with a bond, in such sum and with such
surety or sureties as the Board of Directors may direct, conditioned
upon the faithful performance of his or her duties to the
corporation, including responsibility for negligence and for the
accounting of all property, monies, or securities of the corporation
that may come under his or her responsibility.


                              ARTICLE 6

             EXECUTION OF INSTRUMENTS, BORROWING OF MONEY
                    AND DEPOSIT OF CORPORATE FUNDS

                                9

<PAGE>
       6.1    Instruments.  The Board of Directors may authorize any
officer, 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.

       6.2    Loans.  No loan to the corporation shall be
contracted, no negotiable paper or other evidence of its obligation
under any loan to the corporation shall be issued in its name, and
no property of the corporation shall be mortgaged, pledged,
hypothecated, transferred, or conveyed as security for the payment
of any loan, advance, indebtedness, or liability of the corporation,
unless and except as authorized by the Board of Directors.  Any such
authorization may be general or confined to specific instances.

       6.3    Deposits.   All monies of the corporation not
otherwise employed shall be deposited from time to time to its
credit in such banks or trust companies or with such bankers or
other depositories as the Board of Directors may select, or as from
time to time may be selected by any officer or agent authorized so
to do by the Board of Directors.

       6.4    Checks, Drafts, etc.  All checks, drafts, acceptances,
notes, endorsements, and, subject to the provisions of these Bylaws,
evidences of indebtedness of the corporation shall be signed by such
officer or officers or such agent or agents of the corporation and
in such manner as the Board of Directors from time to time may
determine.  Endorsements for deposit to the credit of the
corporation in any of its duly authorized depositories shall be in
such manner as the Board of Directors from time to time may determine.

       6.5    Bonds and Debentures.  Every bond or debenture issued
by the corporation shall be evidenced by an appropriate instrument
signed by the President or a Vice-President and by the Secretary.
Where such bond or debenture is authenticated with the manual
signature of an authorized officer of the corporation or other
trustee designated by the indenture of trust or other agreement
under which such security is issued, the signature of any of the
corporation's officers named thereon may be a facsimile.  In case
any officer who signed, or whose facsimile signature has been used
on any such bond or debenture, shall cease to be an officer of the
corporation for any reason before the same has been delivered by the
corporation, such bond or debenture may nevertheless be adopted by
the corporation and issued and delivered as though the person who
signed it or whose facsimile signature has been used thereon had not
ceased to be such officer.

       6.6    Sale, Transfer, etc., of Securities.  Sales,
transfers, endorsements, and assignments of shares of stock, bonds,
and other securities owned by or standing in the name of the
corporation and the execution and delivery on behalf of the
corporation of any and all instruments in writing incident to any
such sale, transfer, endorsement, or assignment, shall be effected
by the President, or by any Vice-President, together with the
Secretary, or by any officer or agent thereunto authorized by the
Board of Directors.

       6.7    Proxies.  Proxies to vote with respect to shares of
stock of other corporations owned by or standing in the name of the
corporation shall be executed and delivered on behalf of the
corporation by the President or any Vice-President and the Secretary
of the corporation or by any officer or agent thereunto authorized
by the Board of Directors.

                                10

<PAGE>

                              ARTICLE 7

                            CAPITAL STOCK

       7.1    Stock Certificates.  The shares of the corporation
may, but need not be, represented by certificates.  If the shares
are represented by certificates, the certificates shall be signed by
two (2) officers as designated by the Board of Directors, or in the
absence of such designation, any two (2) of the following officers:
the President, any Vice-President, the Secretary, or any Assistant
Secretary of the corporation.  The signatures of the designated
officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent, or registered by a registrar,
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 such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he or she were such officer
at the date of its issue.

        If the corporation is authorized to issue different classes
of shares or a different series within a class, the designations,
preferences, limitations, and relative rights applicable to each
class, the variations in preferences, limitations, and relative
rights determined for each series, and the authority of the Board of
Directors to determine variations for any existing or future class
or series, must be summarized on the front or back of each share
certificate.  Alternatively, each certificate may state
conspicuously on its front or back that the corporation will furnish
the shareholder this information on request in writing, without
charge.

        Each certificate representing shares shall also state upon
the face thereof:

              (a)   The name of the issuing corporation and that it
is organized under the laws of the State of Delaware.

              (b)   The name of the person to whom the certificate
is issued.

              (c)   The number and class of shares, and the
designation of the series, if any, which such certificate represents.

        There shall be entered upon the stock transfer books of the
corporation at the time of issuance of each share, the number of the
certificate issued, the name and address of the person owning the
shares represented thereby, the number and kind, class, or series of
such shares, and the date of issuance thereof.  Every certificate
exchanged or returned to the corporation shall be marked "Cancelled"
with the date of cancellation.  Unless otherwise required by the
Act, or by the Board of Directors in accordance with applicable law,
the foregoing with respect to shares does not affect shares already
represented by certificates.

       7.2    Shares Without Certificates.  The Board of Directors
may authorize the issuance of some or all of the shares of any or
all of the classes or series of the corporation's stock without
certificates.  The authorization does not affect shares already
represented by certificates until they are surrendered to the
corporation.  Within a reasonable time after the issuance or
transfer of shares without certificates, the corporation shall send
the shareholder a written statement of the information required on
certificates as stated in Section 7.1 of these Bylaws.

                                11

<PAGE>

       7.3    Transfer of Stock.  Transfers of stock shall be made
only upon the stock transfer books of the corporation kept at the
principal office of the corporation or by the transfer agent(s)
designated to transfer shares of the stock of the corporation.
Except where a certificate is issued in replacement of a lost or
destroyed certificate as provided in these Bylaws, an outstanding
certificate for the number of shares involved shall be surrendered
for cancellation before a new certificate is issued therefor.
Except as otherwise provided by law, the corporation and the
transfer agent(s) and registrar(s), if any, shall be entitled to
treat the holder of record of any share or shares of stock as the
absolute owner thereof for all purposes and, accordingly, shall not
be bound to recognize any legal, equitable, or other claim to or
interest in such share or shares on the part of any other person
whether or not it or they shall have express or other notice thereof.

       7.4    Restrictions on Transfer or Registration of Shares.
The Board of Directors may, as they may deem expedient, impose
restrictions on the transfer or registration of transfer of shares
of the corporation.  The restriction does not affect shares issued
before the restriction was adopted unless the holders of the shares
are parties to the restriction agreement or voted in favor of the
restriction or otherwise consented to the restriction.

        The restriction on the transfer or registration of transfer
of shares is valid and enforceable against the holder or a
transferee of the holder, if the restriction is authorized by the
Act and its existence is noted conspicuously on the front or back of
the certificate, or if the restriction is contained in the
information statement that is sent to shareholders whose shares are
not represented by certificates pursuant to Section 7.2 of these
Bylaws.

       7.5    Regulations.  Subject to the provisions of these
Bylaws and of the Articles of Incorporation, the Board of Directors
may make such rules and regulations as it may deem expedient
concerning the issuance, transfer, redemption, and registration of
certificates for shares of the stock of the corporation.

       7.6    Transfer Agent(s) and Registrar(s).  The Board of
Directors may appoint one (1) or more transfer agent(s) and one (1)
or more registrar(s) with respect to the certificates representing
shares of stock of the corporation, and may require all such
certificates to bear the signature of either or both.  The Board of
Directors may from time to time define the respective duties of such
transfer agent(s) and registrar(s).

       7.7    Lost or Destroyed Certificates.  In the event of the
loss or destruction of any certificate of stock, another may be
issued in its place pursuant to such regulations as the Board of
Directors may establish concerning proof of such loss, theft, or
destruction and concerning the giving of a satisfactory bond or
bonds of indemnity.

       7.8    Consideration for Shares.  The Board of Directors may
authorize the issuance of shares for consideration consisting of any
tangible or intangible property or benefits to the corporation,
including cash, promissory notes, services performed, contracts or
arrangements for services to be performed, or other securities of
the corporation.  The terms and conditions of any tangible or
intangible property or benefit to be provided in the future to the
corporation, including contracts or arrangements for services to be
performed, shall be set forth in writing.  The corporation may place
in escrow shares issued in consideration for contracts, arrangements
for future services or benefits, or in consideration of a promissory
note, or make other arrangements to restrict transfer of the shares
issued for any such consideration, and may credit distributions in
respect of the shares against the purchase price until the services
are performed, the note is paid, or the payments are received.  If
the specified future services are not performed, the note is not
paid, or the benefits are not received, the shares escrowed or
restricted or the distributions credited may be cancelled in whole
or in part.


                                12

<PAGE>

                              ARTICLE 8

                           INDEMNIFICATION

       8.1    Indemnification.  Except as provided in Section 8.2 of
these Bylaws, the corporation may, to the maximum extent and in the
manner permitted by the Act, indemnify an individual made a party to
a proceeding because he or she is or was a director, against
liability incurred in the proceeding if his or her conduct was in
good faith, he or she reasonably believed that his or her conduct
was in, or not opposed to, the corporation's best interests, and in
the case of any criminal proceeding, he or she had no reasonable
cause to believe his or her conduct was unlawful.  Termination of
the proceeding by judgment, order, settlement, conviction, upon a
plea of nolo contendere or its equivalent, is not, of itself,
determinative that the director did not meet the standard of conduct
described in this section.

       8.2    Certain Restrictions on Indemnification.  The
corporation may not indemnify a director under Section 8.1 of these
Bylaws, in connection with a proceeding by or in the right of a
corporation in which the director was adjudged liable to the
corporation, or in connection with any other proceeding charging
that the director derived an improper personal benefit, whether or
not involving action in his or her official capacity, in which
proceeding he or she was adjudged liable on the basis that he or she
derived an improper personal benefit.

       8.3    Mandatory Indemnification.  The corporation shall
indemnify a director who was successful, on the merits or otherwise,
in the defense of any proceeding, or in the defense of any claim,
issue, or matter in the proceeding, to which he or she was a party
because he or she is or was a director of the corporation, against
reasonable expenses incurred by him or her in connection with the
proceeding or claim with respect to which he or she has been
successful.

       8.4    Determination.  The corporation may not indemnify a
director under Section 8.1 of these Bylaws unless authorized and a
determination has been made in a specific case that indemnification
of the director is permissible in the circumstances because the
director has met the applicable standard of conduct set forth in
Section 8.1 of these Bylaws.  Such determination shall be made
either (a) by the Board of Directors by majority vote of those
present at a meeting at which a quorum is present, and only those
directors not parties to the proceedings shall be counted in
satisfying the quorum requirement, (b) if a quorum cannot be
obtained, by majority vote of a committee of the Board of Directors
designated by the Board of Directors, which committee shall consist
of two (2) or more directors not parties to the proceeding, except
that the directors who are not parties to the proceeding may
participate in the designation of directors for the committee, (c)
by special legal counsel selected by the Board of Directors or a
committee of the Board of Directors in the manner prescribed by the
Act, or (d) by the shareholders, by a majority of the votes entitled
to be cast by holders of qualified shares present in person or by
proxy at a meeting.  The majority of the votes entitled to be cast
by the holders of all qualified shares constitutes a quorum for
purposes of action that complies with this Section.  Shareholders'
action that otherwise complies with this Section is not affected by
the presence of holders, or the voting, of shares that are not
qualified shares as determined under the Act.

                                13

<PAGE>

       8.5    General Indemnification.  The indemnification and
advancement of expenses provided by this Article 8 shall not be
construed to be exclusive of any other rights to which a person
seeking indemnification or advancement of expenses may be entitled
under the Articles of Incorporation, these Bylaws, any agreement,
any vote of shareholders or disinterested directors, or otherwise,
both as to action in his or her official capacity and as to action
in another capacity while holding such office.

       8.6    Advances.  The corporation in accordance with the Act
may pay for or reimburse the reasonable expenses incurred by any
director who is a party to a proceeding in advance of final
disposition of the proceeding if (a) the director furnishes the
corporation a written affirmation of his or her good faith belief
that he or she has met the applicable standard of conduct described
in Section 8.1 of these Bylaws, (b) the director furnishes to the
corporation a written undertaking in the form required by the Act,
executed personally or on his or her behalf, to repay the advance if
it is ultimately determined that he did not meet the standard of
conduct, and (c) a determination is made that the facts then known
to those making a determination would not preclude indemnification
under this Article 8.

       8.7    Scope of Indemnification.  The indemnification and
advancement of expenses authorized by this Article 8 is intended to
permit the corporation to indemnify to the fullest extent permitted
by the laws of the State of Delaware, any and all persons whom it
shall have power to indemnify under such laws from and against any
and all of the expenses, liabilities, or other matters referred to
in or covered by such laws.  Any indemnification or advancement of
expenses hereunder shall, unless otherwise provided when the
indemnification or advancement of expenses is authorized or
ratified, continue as to a person who has ceased to be a director,
officer, employee, or agent of the corporation and shall inure to
the benefit of such person's heirs, executors and administrators.
This Article 8 is a summary of the indemnification provisions of the
Act.  In the event of a conflict between the provisions of this
Article 8 and the Act, the Act shall control.

       8.8    Insurance.  The corporation may purchase and maintain
liability insurance on behalf of a person who is or was a director,
officer, employee, fiduciary, or agent of the corporation, or who,
while serving as a director, officer, employee, fiduciary, or agent
of the corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee,
fiduciary, or agent of another foreign or domestic corporation, or
other person, or of an employee benefit plan, against liability
asserted against or incurred by him or her in any such capacity or
arising out of his or her status in any such capacity, whether or
not the corporation would have the power to indemnify him or her
against the liability under the provisions of this Article 8 or the
laws of the State of Delaware, as the same may hereafter be amended
or modified.
                                14

<PAGE>

                              ARTICLE 9

                             FISCAL YEAR

       The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.


                              ARTICLE 10

                              DIVIDENDS

       The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law.


                              ARTICLE 11

                              AMENDMENTS

       These Bylaws may be amended by the Board of Directors or by
the shareholders.

                                15

<PAGE>

              CERTIFICATE OF ADOPTION OF RESTATED BYLAWS

                                  OF

                        FIRST SCIENTIFIC, INC.



       The undersigned hereby certifies that he is the duly elected,
qualified, and acting Secretary of First Scientific, Inc., a
Delaware corporation, and that the foregoing Bylaws were submitted
to and approved and adopted by the Board of Directors of the
corporation by Action by Unanimous Written Consent of the Board of
Directors dated September 24, 1999.

       DATED this 24th day of September, 1999.



                           /s/ Reed J. Tanner

                          Secretary


                                16

<PAGE>