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                                                                  EXHIBIT 3.02


                          AMENDED AND RESTATED BYLAWS

                                       OF

                    CARACO PHARMACEUTICAL LABORATORIES, LTD.





                                   ARTICLE I

                                    Offices

     The Corporation shall continuously maintain a registered office in
Michigan and may have such other office(s) at such place(s), both within and
outside the State of Michigan, as the Board of Directors (the "Board") from
time to time determines or as the business of the Corporation from time to time
requires.


                                   ARTICLE II

                            Meetings of Shareholders

     Section 1.  Annual Meetings.  Subject to the provisions of Section 6(c) of
Article IX of these bylaws (the "Bylaws"), annual meetings of the Corporation's
shareholders ("Shareholders") shall be held at such time and place (within or
outside the State of Michigan) as shall be designated from time to time by the
Board and stated in the notice of the meeting.  Subject to the Amended and
Restated Articles of Incorporation of the Corporation (the "Articles"), at each
annual meeting Shareholders shall elect directors to succeed those whose terms
expire and shall transact such other business as may properly be brought before
the meeting.

     Section 2.  Special Meetings.  Unless otherwise prescribed by law, the
Articles or these Bylaws, special meetings of Shareholders for any purpose or
purposes may be called only by the Chairman of the Board, the chief executive
officer, the president, or by the secretary or assistant secretary upon the
written request of two or more Directors of the total number of Directors of
the Corporation. Requests for special meetings shall state the purpose or
purposes of the proposed meeting and shall state that no other business shall
be conducted.  Special meetings of Shareholders shall be held at such time and
place (within or outside the State of Michigan) as shall be designated from
time to time by the Board and stated in the notice of the meeting.
Business transacted at special meetings shall be confined to the purpose or
purposes stated in the notice.



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     Section 3.  Notices of Annual and Special Meetings.

            (a)  Except as otherwise provided by law, the Articles
                 or these Bylaws, written notice of any annual or special
                 meeting of Shareholders shall state the place, date and time
                 thereof and, in the case of a special meeting, the purpose or
                 purposes for which the meeting is called, and shall be given,
                 either personally or by mail, to each Shareholder of record
                 entitled to vote at such meeting not less than 10 or more than
                 60 days prior to the meeting.

            (b)  Notice of any meeting of Shareholders (whether
                 annual or special) to act upon an amendment to the Articles, a
                 reduction of stated capital or a plan of merger, consolidation
                 or sale of all or substantially all of the Corporation's
                 assets shall be accompanied by a copy of the proposed
                 amendment or plan of reduction, merger, consolidation or sale.

     Section 4.  List of Shareholders.  At least 10 days (but not more than 60
days) before any meeting of Shareholders, the officer or transfer agent in
charge of the stock transfer books of the Corporation shall prepare and make a
complete list of the Shareholders entitled to vote at such meeting, which list
shall be arranged alphabetically within each class and series of shares and
shall show the address of each Shareholder and the number of shares registered
in the name of each Shareholder.  The list so prepared shall be maintained at a
place within the locality where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held, and shall be open to inspection by any
Shareholder, for any purpose germane to the meeting, during ordinary business
hours during a period of no less than 10 days prior to the meeting.  The list
also shall be produced and kept open at the meeting (during the entire duration
thereof) and, except as otherwise provided by law, may be inspected by any
Shareholder or proxy of a Shareholder who is present in person at such meeting.

     Section 5.  Presiding Officers; Order of Business.

            (a)  Meetings of Shareholders shall be presided over
                 by the Chairman of the Board, if the chairman is not present,
                 by the chief executive officer, if the chief executive officer
                 is not present, by the president, or, if the president is not
                 present, by a vice president, or, if a vice president is not
                 present, by such person who is chosen by the Board, or, if
                 none, by a chairperson to be chosen at the meeting by
                 Shareholders present in person or by proxy who own a majority
                 of the shares of common stock of the Corporation entitled to
                 vote and


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                 represented at such meeting. The secretary of meetings
                 shall be the secretary or assistant secretary of the
                 Corporation, or, if an assistant secretary is not present,
                 such person as may be chosen by the Board, or, if none, by
                 such person who is chosen by the chairperson at the meeting.

            (b)  The following order of business, unless otherwise
                 ordered at the meeting by the chairperson thereof, shall be
                 observed as far as practicable and consistent with the
                 purposes of the meeting:

                          (i)   Call of the meeting
                                to order.

                         (ii)   Presentation of proof
                                of mailing of notice of the meeting and, if the
                                meeting is a special meeting, the call thereof.

                        (iii)   Presentation of
                                proxies.

                         (iv)   Determination and
                                announcement that a quorum is present.

                          (v)   Reading and approval
                                (or waiver thereof) of the minutes of the
                                previous meeting.

                         (vi)   Reports, if any, of
                                officers.

                        (vii)   Election of directors
                                to succeed those whose terms expired, if the
                                meeting is an annual meeting or a special
                                meeting called for such purpose.

                       (viii)   Consideration of the specific purpose or
                                purposes for which the meeting has been called
                                (other than the election of directors).

                         (ix)   Transaction of such
                                other business as may properly come before the
                                meeting.

                          (x)   Adjournment.

     Section 6.  Quorum; Adjournments.

            (a)  The holders of a majority of the shares of common
                 stock of the Corporation issued and outstanding and entitled
                 to vote at any given meeting present in




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                 person or by proxy shall be necessary to and shall
                 constitute a quorum for the transaction of business at all
                 meetings of Shareholders, except as otherwise provided by law
                 or by the Articles; provided, however, that no quorum shall be
                 deemed to exist unless 33-1/3% of the outstanding shares of
                 the Corporation's common voting stock is present in person or
                 by proxy.

            (b)  If a quorum is not present in person or by proxy
                 at any meeting of Shareholders, the chairman of the meeting or
                 the holders of a majority of all of the shares of stock
                 entitled to vote at the meeting, present in person or by
                 proxy, shall have the power to adjourn the meeting from time
                 to time, without notice of the adjourned meeting if the time
                 and place thereof are announced at the meeting at which the
                 adjournment is taken and at the adjourned meeting only
                 business is transacted as might have been transacted at the
                 original meeting, until a quorum is present in person or by
                 proxy.

            (c)  Even if a quorum is present in person or by proxy
                 at any meeting of the Shareholders, the Shareholders entitled
                 to vote thereat present in person or by proxy shall have the
                 power to adjourn the meeting from time to time for good cause,
                 without notice of the adjourned meeting if the time and place
                 thereof are announced at the meeting at which the adjournment
                 is taken and at the adjourned meeting only business is
                 transacted as might have been transacted at the original
                 meeting, until a date which is not more than 30 days after the
                 date of the original meeting.

            (d)  Anything in paragraph (b) of this Section 6 to
                 the contrary notwithstanding, if an adjournment is for more
                 than 30 days, or if after an adjournment a new record date is
                 fixed for the adjourned meeting, notice of the adjourned
                 meeting shall be given to each Shareholder of record entitled
                 to vote thereat.

     Section 7.  Voting.

            (a)  At any meeting of Shareholders every Shareholder
                 having the right to vote shall be entitled to vote in person
                 or by proxy authorized by an instrument in writing filed in
                 accordance with the procedure established for the
                 meeting.  Except as otherwise provided by law or by the
                 Articles, each Shareholder of record shall be entitled to one
                 vote




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                 (on each matter submitted to a vote) for
                 each share of common stock registered in his name on the
                 books of the Corporation.

            (b)  All elections of directors and, except as
                 otherwise provided by law or by the Articles, all other
                 matters, shall be determined by a vote of a majority of the
                 shares present in person or represented by proxy and voting on
                 such other matters.

            (c)  All voting, including on the election of
                 directors but excepting where otherwise required by law, may
                 be by a voice vote; provided, however, that upon demand
                 therefor by a Shareholder entitled to vote or his proxy, a
                 written share vote shall be taken.  Every written share vote
                 shall be taken by ballots, each of which shall state the name
                 of the Shareholder or proxy voting and such other information
                 as may be required under the procedure established for the
                 meeting.  Every vote taken by ballots shall be counted by an
                 inspector or inspectors appointed by the chairman of the
                 meeting.

     Section 8.  Notice of Shareholder Business.  At any annual or special
meeting of Shareholders, only such business shall be conducted as shall have
been properly brought before the meeting.  To be properly brought before a
meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board, (b) properly
brought before the meeting by or at the direction of the Board, or (c) properly
brought before an annual meeting by a Shareholder, and if and only if the
notice of a special meeting provides for business to be brought before the
special meeting by Shareholders, properly brought before the special meeting by
a Shareholder.  For business to be properly brought before a meeting by a
Shareholder, the Shareholder must have given timely notice thereof in writing
to the secretary or assistant secretary of the Corporation.  To be timely, a
Shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 90 days prior to
the meeting; provided, however, that if less than 100 days' notice or prior
public disclosure of the date of the meeting is given or made to Shareholders,
notice by the Shareholder to be timely must be so received not later than the
close of business on the tenth day following the day on which such notice of
the date of the meeting was mailed or such public disclosure was made.
Furthermore, Shareholders are not permitted to nominate individuals to serve as
directors, unless notice of such nomination is given to the Corporation
in accordance with Section 13 of Article III of these Bylaws.  A Shareholder's
notice to the secretary or assistant secretary shall set forth as to each
matter



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the Shareholder proposes to bring before the meeting:  (a) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting; (b) the name and address,
as they appear on the Corporation's books, of the Shareholder proposing such
business; (c) the class and number of shares of the Corporation which are
beneficially owned by the Shareholder; and (d) any material interest of the
Shareholder in such business.  Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at any meeting of Shareholders except
in accordance with the procedures set forth in this Section 8 of Article II.
The chairman of a meeting shall, if the facts warrant, determine and declare to
the meeting that business was not properly brought before the meeting and in
accordance with the provisions of this Section 8, and if he should so
determine, he shall so declare that the meeting and any such business not
properly brought before the meeting shall not be transacted.  Notwithstanding
anything in these Bylaws to the contrary, the Corporation shall be under no
obligation to submit for action any Shareholder proposal at any meeting of
Shareholders, which proposal the Corporation would otherwise be permitted to
omit in accordance with applicable rules under the Securities Exchange Act of
1934, as amended.

     Section 9.  Meetings Required; No Action by Less Than Unanimous Consent.
Any action required or permitted to be taken by the Shareholders must be taken
at a duly called annual or special meeting of Shareholders and may not be
effected by any consent in writing signed by fewer than all of such
Shareholders.

     Section 10.  Proxies.  The Corporation shall solicit proxies and provide
proxy statements for all meetings of Shareholders and shall provide copies of
such proxy solicitation to any national securities exchange ("Exchange") on
which the Corporation's shares are listed.

                                  ARTICLE III

                                   Directors

     Section 1.  General Powers; Number; Tenure.  The business and affairs of
the Corporation shall be managed under the direction of the Board, which may
exercise all powers of the Corporation and perform or authorize the performance
of all lawful acts and things which are not by law, the Articles or these
Bylaws directed or required to be exercised or performed by the Shareholders.
The number of directors of the Corporation shall be fixed from time to time
exclusively by the Board pursuant to a resolution adopted by a majority
of the total number of authorized directors (whether or not there exist any
vacancies in previously authorized directorships at the time any such
resolution is presented to the Board for adoption), but shall not at any time
be less than five (5) and no more than eleven (11), with such number (between 5
and



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11) to be fixed from time to time by the Board pursuant to a resolution
adopted by a majority vote of the entire Board of Directors.  Subject to the
rights of the holders of any class or series of preferred shares of the
Corporation then outstanding, the directors shall be classified, with respect
to the time for which they severally hold office, into three (3) classes, as
nearly equal in number as reasonably possible and with the directors of each
class to hold office until their successors are duly elected and qualified.  At
each annual meeting of shareholders following such classification and election,
directors elected to succeed those directors whose terms expire shall be
elected for a term of office to expire at the third succeeding annual meeting
of shareholders after their election. Directors need not be shareholders of the
Corporation nor residents of the State of Michigan.

     For purposes of these Amended and Restated Bylaws, an Independent Director
shall mean a director who meets all of the following requirements:

                   (i)  Is elected by the stockholders.

                  (ii)  Is designated as an Independent
                        Director by resolution of the Board.

                 (iii)  Is not any of the following:

                        (A)  An officer or employee of
                             the Corporation or any affiliate thereof.

                        (B)  An individual having a
                             relationship which, in the opinion of the Board,
                             would interfere with the exercise of independent
                             judgment in carrying out the responsibilities of a
                             director.

     Section 2.  Vacancies.  Subject to the rights of the holders of any class
or series of preferred shares of the Corporation then outstanding, newly
created directorships resulting from any increase in the authorized number of
directors or any vacancies in the Board resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be filled
only by a majority vote of the directors then in office though less than a
quorum, or by the sole remaining director, and directors so chosen shall hold
office for a term expiring at the annual meeting of Shareholders at which the
term of office of the class to which they have been elected expires or until
their successors have been duly elected and qualified.

     Section 3.  Removal; Resignation.

            (a)  Subject to the rights of the holders of any class
                 or series of preferred shares of the Corporation


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                 then outstanding, and except as otherwise provided by
                 law, the Articles or these Bylaws, at any meeting of the
                 Shareholders called expressly for such purpose, any director,
                 or the entire Board, may be removed, but only for cause, by a
                 vote of Shareholders holding a majority of the shares issued
                 and outstanding and entitled to vote at an election of
                 directors, voting together as a single class.

            (b)  Any director may resign at any time by giving
                 written notice to the Board, the Chairman of the Board, the
                 president, the secretary or the assistant secretary of the
                 Corporation.  Unless a subsequent time is specified in such
                 written notice, a resignation shall take effect upon its
                 receipt by the Corporation.

     Section 4.  Place of Meetings.  The Board may hold both regular and
special meetings either within or outside the State of Michigan, at such place
as the Board from time to time deems advisable.

     Section 5.  Annual Meeting.  The annual meeting of each newly elected
Board shall be held as soon as is practicable following the annual meeting of
Shareholders, and no notice to the newly elected directors of such meeting
shall be necessary for such meeting to be lawful.

     Section 6.  Regular Meetings.  Additional regular meetings of the Board
may be held without notice, at such time and place as from time to time may be
determined by the Board.

     Section 7.  Special Meetings.  Special meetings of the Board may be called
by the Chairman of the Board, by the chief executive officer, by the Executive
Commitee or by a majority of the Board,   upon 24 hours' notice to each
director if such notice is delivered personally or sent by telegram, or
facsimile or upon 5 days' notice if sent by mail, unless such notice is waived.
The notice should set forth the purpose of such meeting.  Except as set forth
in the notice, no other business may be transacted at the special meeting.

     Section 8.  Quorum; Adjournments.  A majority of the total number of
directors then in office shall constitute a quorum for the transaction of
business at each and every meeting of the Board, and the act of a majority of
the directors present at any meeting at which a quorum is present shall be the
act of the Board, except as otherwise specifically provided by law, the
Articles or these Bylaws.  If a quorum is not present at any meeting of
the Board, the directors present may adjourn the meeting, from time to time,
without notice other than announcement at the meeting, until a quorum is
present.



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     Section 9.  Duties of Directors.  The directors of the Corporation shall
have a fiduciary duty to the Shareholders to arrange, oversee and supervise the
affairs and business of the Corporation.

     Section 10.  Compensation.  Independent Directors shall be entitled to
such compensation for their services as directors as from time to time may be
fixed by the Board, including, without limitation, for their services as
members of committees of the Board and in any event shall be entitled to
reimbursement of all reasonable expenses incurred by them in attending
directors' meetings.

     Section 11.  Action by Consent.  Any action required or permitted to be
taken at any meeting of the Board or a committee of the Board may be taken
without a meeting and without prior notice if a written consent in lieu of such
meeting which sets forth the action so taken is signed either before or after
such action by all directors or all members of the committee, as the case may
be.  All written consents shall be filed with the minutes of the Board's
proceedings.  A written consent has the same effect as a vote of the Board or
committee for all purposes.

     Section 12.  Meetings by Telephone or Similar Communications. The
directors may participate in meetings by means of conference telephone or
similar communications equipment, whereby all directors participating in the
meeting can hear each other at the same time, and participation in any such
meeting shall constitute presence in person by such director at such meeting.
A written record shall be made of all actions taken at any meeting conducted by
means of a conference telephone or similar communications equipment.

     Section 13.  Nomination of Director Candidates.  Subject to the rights of
holders of any class or series of preferred shares then outstanding,
nominations for the election of directors may be made by: (a) the Board or a
proxy committee appointed by the Board or (b) any Shareholder entitled to vote
in the election of directors generally; provided, however, any Shareholder
entitled to vote in the election of directors generally may nominate one or
more persons for election as directors at a meeting only if timely notice of
such Shareholder's intent to make such nomination or nominations has been given
in writing to the secretary or assistant secretary of the Corporation.  To be
timely, a Shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation not fewer than 90 days prior
to the meeting; provided, however, that in the event that less than 100 days'
notice or prior public disclosure of the date of the meeting is given or made
to Shareholders, notice by the Shareholder to be timely must be so
received not later than the close of business on the tenth day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was



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made.  Each such notice shall set forth: (a) the name and
address of the Shareholder who intends to make the nomination and of the person
or persons to be nominated; (b) a representation that the Shareholder is a
holder of record of stock of the Corporation entitled to vote for the election
of directors on the date of such notice and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the notice;
(c) a description of all arrangements or understandings between the Shareholder
and each nominee and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be made by the
Shareholder; (d) such other information regarding each nominee proposed by such
Shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board; and (e) the
consent of each nominee to serve as a director of the Corporation if so
elected.

     In the event that a person is validly designated as a nominee in
accordance with this Section 13 and shall thereafter become unable or unwilling
to stand for election to the Board, the Board or the Shareholder who proposed
such nominee, as the case may be, may designate a substitute nominee upon
delivery, not fewer than 10 days prior to the date of the meeting for the
election of such nominee, of a written notice to the secretary or assistant
secretary setting forth such information regarding such substitute nominee as
would have been required to be delivered to the secretary or assistant
secretary pursuant to this Section 13 had such substitute nominee been
initially proposed as a nominee.  Such notice shall include a signed consent to
serve as a director of the Corporation, if elected, of each such substitute
nominee.

     If the chairman of the meeting for the election of directors determines
that a nomination of any candidate for election as a director at such meeting
was not made in accordance with the applicable provisions of this Section 13,
such nomination shall be void.

     Section 14.  Advisory Panel to the Board.  The Board of Directors may, by
resolution adopted by affirmative vote of a majority of the whole of the Board
of Directors, appoint an advisory panel of persons, none of whom shall be
current members of the Board of Directors, for the purpose of advising the
members of the Board in carrying out their duties to the corporation.  Such
advisors shall have no power to act on behalf of the Corporation or the Board
or to in any way bind the Corporation or the Board by their actions, nor shall
they possess any other powers reserved to directors or officers in these Bylaws
or owe any fiduciary obligation to the Corporation or the shareholders.  The
Board of Directors shall have the power to determine the size and
membership of any such panel of advisors and may, at its discretion remove



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individual advisors from the panel, or disband the panel as a
whole.


                                   ARTICLE IV

                                   Committees

     Section 1.  Formation of Committees.  The Board may, by resolution passed
by a majority of the entire Board, designate one or more committees, with each
committee consisting of  three (3) directors of the Corporation.  The Board
shall designate an Audit Committee, a majority of the members of which shall be
Independent Directors, as that term is defined in these Bylaws.  The Board 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;
provided, however, that at all times a majority of the members of the Audit
Committee shall be Independent Directors.  Except as prohibited by law, any
such committee, to the extent provided in the resolution, shall have and may
exercise the powers of the Board conferred upon such committee by the Board in
the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it.  Such committee or committees shall have the name or names as may
be determined from time to time by resolution adopted by the Board.

     Section 2.  Other Provisions Regarding Committees.

            (a)  Subject to the limitations set forth in Section 1
                 of this Article IV, the Board shall have the power at any time
                 to fill vacancies in, change the membership of, or discharge
                 any committee.

            (b)  Members of any committee shall be entitled to
                 such compensation for their services as from time to time may
                 be fixed by the Board and in any event shall be entitled to
                 reimbursement of all reasonable expenses incurred in attending
                 committee meetings.  Any member of a committee may waive
                 compensation for any meeting.  No committee member who
                 receives compensation as a member of any one or more
                 committees shall be barred from serving the Corporation in any
                 other capacity or from receiving compensation and
                 reimbursement of reasonable expenses for any or all such other
                 services.

            (c)  Unless prohibited by law, the provisions of
                 SectionE11 ("Action by Consent") and Section 12 ("Meetings by
                 Telephone or Similar Communications") of Article III
                 shall apply to all committees from time to time created by the
                 Board.



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            (d)  Each committee may determine the procedural rules
                 for meeting and conducting its business and shall act in
                 accordance therewith, except as otherwise provided herein or
                 required by law.  Adequate provision shall be made for notice
                 to members of all meetings.  A majority of the members must be
                 present to constitute a quorum; and all matters shall be
                 determined by a majority vote of the members present.

            (e)  No committee shall have the power or authority to
                 do any of the following:

                  (i)   Amend the Articles of Incorporation;

                  (ii)  Adopt an agreement of merger or share
                        exchange;

                  (iii) Recommend to shareholders the sale,
                        lease, or exchange of all or of substantially all of the
                        Corporation's property and assets;

                  (iv)  Recommend to shareholders a
                        dissolution of the Corporation or a revocation of a
                        dissolution;

                  (v)   Amend the Bylaws of the Corporation;

                  (vi)  Fill vacancies in the board; and

                  (vii) Declare a distribution, dividend, or
                        authorize the issuance of shares of the Corporation.

                                   ARTICLE V

                                    Officers

     Section 1.  Positions.  The Corporation's officers shall be chosen and
appointed by the Board and shall consist of a chief executive officer,
president, one or more vice presidents (if and to the extent required by law or
if not required, if the Board from time to time appoints a vice president or
vice presidents), a secretary and a treasurer, one or more assistant
secretaries and/or assistant treasurers and such other officers and/or agents
as the Board from time to time deems necessary or appropriate.  The Board may
delegate to the chief executive officer or the president of the Corporation the
authority to appoint any officer or agent of the Corporation and to fill a
vacancy other than the Chairman of the Board, president, secretary or
treasurer.  The election or appointment of any officer of the Corporation in
itself shall not create contract rights for any such officer.  All officers of
the



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Corporation shall exercise such powers and perform such duties as from time
to time shall be determined by the Board.  Any two or more offices may be held
by the same person.

     Section 2.  Term of Office; Removal.  Each officer of the Corporation
shall hold office at the pleasure of the Board and any officer may be removed,
with or without cause, at any time by the affirmative vote of a majority of the
directors then in office, provided that any officer appointed by the president
pursuant to authority delegated to the president by the Board may be removed,
with or without cause, at any time whenever the president in his or her
absolute discretion shall consider that the best interests of the Corporation
shall be served by such removal.  Removal of an officer by the Board or by the
president, as the case may be, shall not prejudice the contract rights, if any,
of the person so removed.  Vacancies (however caused) in any office may be
filled for the unexpired portion of the term by the Board (or by the president
in the case of a vacancy occurring in an office to which the president has been
delegated the authority to make appointments).

     Section 3.  Compensation.  The salaries of all officers of the Corporation
shall be fixed from time to time by the Board, and no officer shall be
prevented from receiving a salary by reason of the fact that he also receives
from the Corporation compensation in any other capacity.

     Section 4.  Action With Respect to Securities of Other Corporations.
Unless otherwise directed by the Board, the president or any officer of the
Corporation authorized by the president shall have power to vote and otherwise
act on behalf of the Corporation, in person or by proxy, at any meeting of
Shareholders of or with respect to any action of Shareholders of any other
corporation in which this Corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other corporation.

     Section 5.  Chairman of the Board.  The Chairman of the Board shall be
elected by the Board of Directors and, subject to the direction of the Board,
shall perform such functions and duties as from time to time may be assigned to
him or her by the Board.  The Chairman of the Board, if present, shall preside
at all meetings of the Shareholders and all meetings of the Board or may
appoint another member of the board to preside.

     Section 6. Chief Executive Officer.  The chief executive officer shall
have the powers and perform the duties incident to that position.  Subject to
the powers of the Board of Directors, he or she shall be in the general and
active charge of the entire business and affairs of the Corporation, and shall
be its chief policy-making officer.  The chief executive officer shall, in the




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absence or disability of its Chairman of the Board, act with all of the
powers, perform all of the duties and be subject to all of the restrictions of
the Chairman of the Board.  The chief executive officer shall have such other
powers and perform such other duties as may be prescribed by the Chairman of
the Board or the Board of Directors or as may be provided in these Bylaws.

     Section 7.  President.  The president shall be the chief operating officer
of the Corporation and, subject to the direction of the chief executive
officer, shall have general charge of the business, affairs and property of the
Corporation and general supervision over its other officers and agents.  In
general, the president shall perform all duties incident to the office of
president of a stock corporation and shall see that all orders and resolutions
of the Board are carried into effect.  Unless otherwise prescribed by the
Board, the president shall have full power and authority on behalf of the
Corporation to attend, act and vote at any meeting of security holders of other
corporations in which the Corporation may hold securities.  At any such meeting
the president shall possess and may exercise any and all rights and powers
incident to the ownership of such securities which the Corporation
possesses and has the power to exercise.  The Board from time to time may
confer like powers upon any other person or persons.

     Section 8.  Vice Presidents.  In the absence or disability of the
president, the vice president, if any (or in the event there is more than one,
the vice presidents in the order designated, or in the absence of any
designation, in the order of their election), shall perform the duties and
exercise the powers of the president.  The vice president(s) also generally
shall assist the president and shall perform such other duties and have such
other powers as from time to time may be prescribed by the Board.

     Section 9.  Secretary.  The secretary shall attend all meetings of the
Board and of the Shareholders and shall record all votes and the proceedings of
all meetings in a book to be kept for such purposes. The secretary also shall
perform like duties for the committees, if required by any such committee.  The
secretary shall give (or cause to be given) notice of all meetings of the
Shareholders and all special meetings of the Board and shall perform such other
duties as from time to time may be prescribed by the Board, the Chairman of the
Board or the president.  The secretary shall have custody of the seal of the
Corporation, shall have authority (as shall any assistant secretary) to affix
the same to any instrument requiring it, and to attest the seal by his or her
signature.  The Board may give general authority to officers other than the
secretary or any assistant secretary to affix the seal of the Corporation and
to attest the affixing thereof by his or her signature.

     Section 10.  Assistant Secretary.  The assistant secretary, if any, in the
absence or disability of the secretary, shall perform


                                    - 14 -
<PAGE>   15


the duties and exercise the powers of the secretary.  The assistant
secretary(ies) shall perform such other duties and have such other powers as
from time to time may be prescribed by the Board.

     Section 11.  Treasurer.  The treasurer shall have the custody of the
corporate funds, securities, other similar valuable effects, and evidence of
indebtedness, shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as from time to time may be designated by the
Board.  The treasurer shall disburse the funds of the Corporation in such
manner as may be ordered by the Board from time to time and shall render to the
Chairman of the Board, the president and the Board, at regular meetings of the
Board or whenever any of them may so require, an account of all transactions
and of the financial condition of the Corporation.

     Section 12.  Assistant Treasurer.  The assistant treasurer, if any (or in
the event there is more than one, the assistant treasurers in the order
designated, or in the absence of any designation, in the order of their
election), in the absence or disability of the treasurer, shall perform the
duties and exercise the powers of the treasurer.  The assistant treasurer(s)
shall perform such other duties and have such other powers as from time to time
may be prescribed by the Board.


                                   ARTICLE VI

                                    Notices

     Section 1.  Form; Delivery.  Any notice required or permitted to be given
to any director, officer, Shareholder or committee member shall be given in
writing, either personally, by first-class mail with postage prepaid, or
facsimile addressed to the recipient at his or her address as it appears in the
records of the Corporation. Personally delivered and facsimile notices shall be
deemed to be given at the time they are delivered at the address of the named
recipient as it appears in the records of the Corporation, and mailed notices
shall be deemed to be given at the time they are deposited in the United States
mail.  Notice to a director also may be given by telegram sent to his address
as it appears on the records of the Corporation and shall be deemed given at
the time delivered at such address.

     Section 2.  Waiver; Effect of Attendance.  Whenever any notice is required
to be given by law, the Articles or these Bylaws, a written waiver thereof,
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall


                                    - 15 -
<PAGE>   16


be the equivalent of the giving of such notice.  Any director or
committee member who attends a meeting of the Board or a committee thereof
shall be deemed to have had timely and proper notice of the meeting, unless
such director or committee member attends for the express purpose of objecting
to the transaction of any business on the grounds that the meeting is not
lawfully called or convened.  A Shareholder's attendance at a meeting (whether
in person or by proxy) shall result in: (i) waiver of objection to lack of
notice or defective notice of the meeting, unless the Shareholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting and (ii) waiver of objection to consideration of a particular
matter at the meeting that is not within the purpose or purposes described in
the meeting notice, unless the Shareholder objects to considering the matter
when it is presented.

                                  ARTICLE VII

                                Indemnification


     Section 1.  Indemnification.  The Corporation shall indemnify each of the
directors and officers of the Corporation, and may indemnify any other
individual, to the fullest extent permitted by Sections 561 and 562 of the
Business Corporation Act of Michigan, as it may be amended from time to time
(the "Act") and as otherwise permitted by law, and shall promptly make or cause
to be made any determination required by Section 564a of the Act.  The
Corporation shall pay and reimburse each of the directors and officers of the
Corporation, and may pay and reimburse any other individual, to the fullest
extent permitted by Section 564b of the Act and as otherwise permitted by law,
and the Corporation shall promptly make or cause to be made any determination
required by Section 564b.

     Section 2.  Insurance.  The Corporation shall maintain insurance to the
extent reasonably available, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or of another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation would have the power
to indemnify such person against such expense, liability or loss under the Act.

     Section 3.  Effect of Amendment.  Any amendment, repeal or modification of
any provision of this Article VII by the Shareholders or the directors of the
Corporation shall not adversely affect any right or protection of a director,
officer, employee or agent of the Corporation existing at the time of such
amendment, repeal or modification.


                                    - 16 -
<PAGE>   17



                                  ARTICLE VIII

                               Stock Certificates

     Section 1.  Form; Signatures.  Each Shareholder who has fully paid for any
stock of the Corporation shall be entitled to receive a certificate
representing such shares, which shall be nonassessable, and such certificate
shall be signed by the Chairman of the Board or the president or a vice
president and by the treasurer or an assistant treasurer or the secretary or an
assistant secretary of the Corporation.  Signatures on the certificate may be
facsimile, in the manner prescribed by law.  Each certificate shall exhibit on
its face the number and class (and series, if any) of the shares it represents.
Each certificate also shall state upon its face the name of the person to whom
it is issued and that the Corporation is organized under the laws of the State
of Michigan.  Each certificate may (but need not) be sealed with the seal of
the Corporation or facsimile thereof.  In the event any officer, transfer agent
or registrar who has signed or whose facsimile signature has been placed upon a
certificate ceases to be such officer, transfer agent or registrar before the
certificate is issued, the certificate nevertheless may be issued by
the Corporation with the same effect as if such person were such officer at the
date of issue of the certificate.  All stock certificates representing shares
of common stock which are subject to restrictions on transfer or to other
restrictions may have imprinted thereon a notation or legend of such
restriction.

     A certificate representing shares issued by the Corporation shall
substantially set forth on its face or back that the Corporation will furnish
to a Shareholder upon request and without charge a full statement of the
designation, relative rights, preferences, and limitations of the shares, and
if any class of shares has been issued in series, the designation, relative
rights, preferences, and limitations of each series so far as the same have
been prescribed and the authority of the Board to designate and prescribe the
relative rights, preferences, and limitations of other series.

     Section 2.  Registration of Transfer.  Upon surrender to the Corporation
or to any transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, the Corporation, or its transfer agent, shall issue a
new certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon the Corporation's books.

     Section 3.  Registered Shareholders.  Except as otherwise provided by law,
the Corporation shall be entitled to recognize the


                                    - 17 -
<PAGE>   18


exclusive right of a person who is registered on its books as the owner
of shares of its common stock to receive dividends or other distributions (to
the extent otherwise distributable or distributed) and to vote (in the case of
voting stock) as such owner, and to hold liable for calls and assessments a
person who is registered on its books as the owner of shares of its common
stock.  The Corporation shall not be bound to recognize any equitable or legal
claim to or interest in such shares on the part of any other person.  The
Corporation (or its transfer agent) shall not be required to send notices or
dividends to a name or address other than the name and address of the
Shareholders appearing on the stock ledger maintained by the Corporation (or by
the transfer agent or registrar, if any), unless any such Shareholder shall
have notified the Corporation (or the transfer agent or registrar, if any), in
writing, of another name or address at least 10 days prior to the mailing of
such notice or dividend.

     Section 4.  Record Date.  In order that the Corporation may determine the
Shareholders of record who are entitled (i) to notice of or to vote at any
meeting of Shareholders or any adjournment thereof, (ii) to receive
payment of any dividend or other distribution or allotment of any rights, or
(iii) to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purpose of any other lawful action, the Board, in advance,
may fix a date as the record date for any such determination.  Such date shall
not be more than 60 days nor less than 10 days before the date of such meeting,
nor more than 60 days prior to the date of any other action.  A determination
of Shareholders of record entitled to notice of or to vote at a meeting of the
Shareholders shall apply to any adjournment of the meeting taken pursuant to
Section 6 of Article II; provided, however, that the Board, in its discretion,
may fix a new record date for the adjourned meeting.

     Section 5.  Lost, Stolen or Destroyed Certificate.  The Board may direct a
new certificate to be issued in place of any certificate theretofore issued by
the Corporation which is claimed to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate
to be lost, stolen or destroyed. When authorizing such issue of a new
certificate, the Board, in its discretion, may require as a condition precedent
to issuance that the owner of such lost, stolen or destroyed certificate, or
his or her legal representative, advertise the same in such manner as the Board
shall require and/or to give the Corporation a bond in such sum, or other
security in such form, as the Board may direct, as indemnity against any claim
that may be made against the Corporation with respect to the certificate
claimed to have been lost, stolen or destroyed.


                                    - 18 -
<PAGE>   19


     Section 6.  Regulations.  The issue, transfer, conversion and registration
of certificates of stock shall be governed by such other regulations as the
Board may establish.


                                   ARTICLE IX

                               General Provisions


     Section 1.  Dividends.  Subject to the Act and to any provisions of the
Articles relating to dividends, dividends upon the outstanding common stock of
the Corporation may be declared by the Board at any annual, regular or special
meeting and may be paid in cash, in property or in shares of the Corporation's
common stock.  Any distribution to Shareholders of income or capital assets of
the Corporation will be accompanied by a written statement disclosing the
source of the funds distributed.  If, at the time of distribution, this
information is not available, a written explanation of the relevant
circumstances will accompany the distribution and the written statement
disclosing the source of the funds distributed will be sent to
the Shareholders not later than 60 days after the close of the fiscal year in
which the distribution was made.

     Section 2.  Reserves.  The Board, in its sole discretion, may fix a sum
which may be set aside or reserved over and above the paid-in capital of the
Corporation for working capital or as a reserve for any proper purpose, and
from time to time may increase, diminish or vary such fund or funds.

     Section 3.  Fiscal Year.  The fiscal year of the Corporation shall be as
determined from time to time by the Board.

     Section 4.  Seal.  The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal" and "State of Michigan".

     Section 5.  Amendment of the Bylaws.  The Board is expressly empowered to
adopt, amend or repeal Bylaws of the Corporation.  Any adoption, amendment or
repeal of Bylaws by the Board shall require the approval of the affirmative
vote of 2/3 of the entire Board of Directors (whether or not there exist any
vacancies in previously authorized directorships at the time any resolution
providing for adoption, amendment or repeal is presented to the Board).  The
Shareholders shall also have power to adopt, amend or repeal the Bylaws.  In
addition to any vote of the holders of any class or series of stock of the
Corporation required by law or by these Bylaws, the affirmative vote of the
holders of at least 66-2/3% of the voting power of all of the then-outstanding
shares of the

                                    - 19 -
<PAGE>   20


common stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
adopt, amend or repeal any provisions of the Bylaws.

     Section 6.  Reports.

            (a)  The Chairman of the Board or the president shall
                 prepare or cause to be prepared annually a full and correct
                 annual report ("Annual Report") concerning the operations of
                 the Corporation and containing audited financial statements of
                 the Corporation and its subsidiaries for the preceding fiscal
                 year prepared in accordance with generally accepted accounting
                 principles.

            (b)  The Annual Report shall be mailed or delivered to
                 each Shareholder as of a record date after the end of such
                 fiscal year and each holder of other publicly held securities
                 of the Corporation within 150 days after the end of the fiscal
                 year, and shall be filed at the time the Annual Report is
                 distributed to the Shareholders with any Exchange
                 on which the Corporation's shares are listed and traded.

            (c)  There shall be an annual meeting of the
                 Corporation's Shareholders upon reasonable notice following
                 delivery of the Annual Report.  The Annual Report shall also
                 be submitted at the annual meeting and shall be placed on file
                 thereafter at the principal office of the Corporation.

            (d)  To the extent that the Corporation is required to
                 file with the Securities Exchange Commission ("SEC") quarterly
                 reports, including statements of operating results, the
                 Corporation shall make copies of such quarterly reports
                 available to the Shareholders on a timely basis.  The
                 statement of operations contained in such quarterly reports
                 shall disclose, as a minimum, any substantial items of an
                 unusual or nonrecurrent nature and net income before and after
                 estimated federal income tax or net income in the amount of
                 estimated federal taxes.

            (e)  To the extent that the Corporation is required to
                 file with the SEC or another federal or state  regulatory
                 authority interim reports relating primarily to operations and
                 financial positions,

                                    - 20 -
<PAGE>   21


                 the Corporation shall make reports which reflect the
                 information contained in such interim reports available to the
                 Shareholders before or as soon as practicable after such
                 interim reports are filed with the SEC or other regulatory
                 authority.  If the form of the report provided to the
                 Shareholders differs from the interim report filed with the SEC
                 or the regulatory authority, the Corporation shall file a copy
                 of the report provided to the Shareholders with any Exchange
                 (including NASDAQ) on which the Corporation's shares are listed
                 and traded.

     Section 7.  Inspection of Books and Records.  Inspection of the
Corporation's books and records (including Shareholder records) shall be
provided to the Shareholders and to the official or agency administering the
securities laws of the various states upon reasonable notice for any proper
purpose and as is consistent with applicable laws and regulations.

     Section 8.  Review of Transactions.  As long as the Corporation's shares
are listed and traded on any Exchange (including NASDAQ), the Corporation shall
conduct an appropriate review of all related party transactions on an ongoing
basis and shall utilize the Corporation's Audit Committee or a comparable
body for the review of potential conflict of interest situations where
appropriate.

     Section 9.  Special Voting Provisions.  The affirmative vote of two-thirds
(2/3)  of the entire Board of Directors shall be required for the approval of
any of the following corporate actions:


      a.   The sale or disposition of all or substantially all of the
           assets of the Corporation;

      b.   The liquidation, winding up or dissolution of the
           Corporation;

      c.   The issuance of or receipt of subscription for any capital
           stock of the Corporation to SUN Pharmaceutical Industries Ltd and /
           or it's affiliates.

      d.   The amendment of the Corporation's Articles of Incorporation
           or Bylaws.







                                     - 21 -