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                                                                  EXHIBIT 3.2(a)


AMENDMENT NO. 1 TO AMENDED AND RESTATED BYLAWS OF
INNOVATIVE CLINICAL SOLUTIONS, LTD.


         1. Section 1 of Article V of the By-Laws of the Corporation is hereby
amended to delete the phrase "a President," from its first sentence.

         2. Section 2 of Article V of the By-Laws of the Corporation is hereby
amended in its entirety to read as follows:

         SECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be
         selected by the Board of Directors and shall have such duties and
         responsibilities as determined by the Board of Directors, subject to
         the supervision and control of the Board of Directors and such
         limitations as the Board of Directors may from time to time impose. The
         Chairman of the Board when present shall preside at all meetings of the
         stockholders and of the Directors. It shall be his duty and he shall
         have the power to see that all orders and resolutions of the Board of
         Directors are carried into effect. The Chairman of the Board shall be
         deemed to be the Principal Executive Officer of the corporation for all
         purposes including the execution of reports required by the Securities
         and Exchange Act of 1934, as amended (the "Exchange Act"). If at any
         time the corporation shall have no Chairman of the Board, then the
         Secretary or such other Vice President of the corporation as shall be
         appointed by the Board shall serve as the Principal Executive Officer
         of the corporation for such purposes. The Chairman of the Board shall
         perform such additional duties and have such additional powers as the
         Directors shall designate. Except as otherwise set forth in this
         paragraph, in the absence or disability of the Chairman of the Board,
         his powers and duties shall be performed by such officer of the
         corporation, as the Board of Directors shall designate.

         3. Section 3 of Article V of the By-Laws of the Corporation is hereby
amended in its entirety to read as follows:

         SECTION 3. PRESIDENT. Unless otherwise determined by the Board of
         Directors, the corporation shall have no President and the Chairman of
         the Board shall have full control and responsibility for the operations
         of the corporation. The Chairman of the Board, at the request of the
         Board of Directors, as soon as reasonably possible after the close of
         each fiscal year, shall submit to the Board of Directors a report of
         the operations of the corporation for such year and a statement of its
         affairs and shall from time to time report to the Board of Directors
         all matters within his knowledge which the interests of the corporation
         may require to be brought to its notice. The Chairman of the Board
         shall perform such duties and have such powers additional to the
         foregoing as the Board of Directors shall designate.

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         4. Section 4 of Article V of the By-Laws of the Corporation is hereby
amended in its entirety to read as follows:

         SECTION 4. VICE PRESIDENTS. In the absence or disability of the
         Chairman of the Board, his or her powers and duties shall be performed
         by the Vice President, if only one, or, if more than one, by the one
         designated for the purpose by the Board of Directors. Each Vice
         President shall have such other powers and perform such other duties as
         the Board of Directors shall from time to time designate. The Board of
         Directors may appoint a Vice President, Chief Accounting Officer, who
         shall be deemed the "Principal Financial and Accounting Officer" of the
         corporation for all purposes including execution of reports required by
         the Exchange Act.

         5. Section 5 of Article V of the By-Laws of the Corporation is hereby
amended in its entirety to read as follows:

         SECTION 5. TREASURER. The Treasurer 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 depositaries as
         shall be designated by the Board of Directors or in the absence of such
         designation in such depositaries as he shall from time to time deem
         proper. He or she shall disburse the funds of the corporation as shall
         be ordered by the Board of Directors, taking proper vouchers for such
         disbursements. He or she shall promptly render to the Chairman of the
         Board and to the Board of Directors such statements of his transactions
         and accounts as the Chairman of the Board and Board of Directors
         respectively may from time to time require. The Treasurer shall perform
         such duties and have such powers additional to the foregoing as the
         Board of Directors may designate.

         6. Section 9 of Article V of the By-Laws of the Corporation is hereby
amended and re-titled Section 10 of Article V.

         7. Article V of the By-Laws of the Corporation is hereby amended to add
the following Section 9 thereto:

         SECTION 9. CHIEF ACCOUNTING OFFICER. The Chief Accounting Officer
         shall be selected by the Board of Directors and shall have such duties
         and responsibilities as determined by the Board of Directors, subject
         to the supervision and control of the Board of Directors and such
         limitations as the Board of Directors may from time to time impose.
         The Chief Accounting Officer shall perform such additional duties and
         have such additional powers, as the Directors shall designate. In
         addition, the Chief Accounting Officer shall be deemed to be the
         Principal Financial and Accounting Officer of the corporation for all
         purposes including execution of reports required by the Exchange Act.


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         8. Section 1 of Article VIII of the By-Laws of the Corporation is
hereby amended to delete the phrase "or the President" from its second sentence.

         9. Article IX of the By-Laws of the Corporation is hereby amended to
delete the phrase ", the President".