RESOLUTIONS
                                       OF
                             THE BOARD OF DIRECTORS
                                OF CHRONIMED INC.


         RESOLVED, that Article II, Section 2 of the By-Laws of Chronimed Inc.
(The "By-Laws") is hereby amended and restated to read in its entirety as
follows:

      Section 2. Regular Meetings. Regular meetings of the shareholders of this
      corporation may be held at the discretion of the Board of Directors on an
      annual or less frequent periodic basis on such date and at such time and
      place as may be designated by the Board of Directors in the notice of
      meeting. At regular meetings the shareholders shall elect a Board of
      Directors and transact such other business as may properly come before the
      shareholders. To be properly brought before a regular meeting of
      shareholders, business must be either (1) specified in the notice of the
      meeting, (2) directed to be brought before the meeting by the Board of
      Directors or (3) proposed by a shareholder who (i) was a shareholder of
      record at the time of giving of notice provided for in these By-Laws, (ii)
      is entitled to vote at the meeting and (iii) gives notice of the matter,
      which must otherwise be a proper matter for shareholder action, in the
      manner herein provided. For business to be properly brought before a
      regular meeting by a shareholder, the shareholder must give written notice
      to the Secretary of the corporation so as to be received at the principal
      executive offices of the corporation not less than sixty (60) days prior
      to the date fixed for the prior year's regular meeting. Such notice shall
      set forth (1) a brief description of the business desired to be brought
      before the regular meeting and the reasons for conducting such business,
      (2) the name and record address of the shareholder proposing such business
      and of the beneficial owner, if any, on whose behalf the proposal is made,
      (3) the class and number of shares of the corporation beneficially owned
      by the shareholder and by the beneficial owner, if any, on whose behalf
      the proposal is made, and 4) any material interest in such business of the
      shareholder and the beneficial owner, if any, on whose behalf the proposal
      is made. The presiding officer of the meeting may refuse to acknowledge
      any business proposals not made in compliance with the foregoing
      procedure. If a regular meeting of shareholders has not been held for a
      period of fifteen (15) months, one or more shareholders holding not less
      than three percent (3%) of the voting power of all shares of the
      corporation entitled to vote may call a regular meeting of shareholders by
      delivering to the President or Treasurer a written demand for a regular
      meeting. Within thirty (30) days after the receipt of such written demand
      by the President or Treasurer, the Board of Directors shall cause a
      regular meeting of shareholders to be called and held on notice no later
      than ninety (90) days after the receipt of written demand, all at the
      expense of the corporation.

         FURTHER RESOLVED, that Article II, Section 3 of the By-Laws is hereby
amended and restated to read in its entirety as follows:

      Section 3. Special Meetings. Special meetings of the shareholders, for any
      purpose or purposes appropriate for action by shareholders, may be called
      by the President, by the Vice President in the absence of the President,
      by the Treasurer, or by the Board of Directors or any two or more members
      thereof. Such meeting shall be held on such date and at such time and
      place as shall be fixed by the person or persons calling the meeting and
      designated in the notice of the meeting. Special meetings may also be
      called by one or more shareholders holding not less than ten percent (10%)
      of the voting power of all shares of the corporation entitled to vote,
      except that a special meeting for the purpose of considering any action,
      directly or indirectly, to facilitate or effect a business combination,
      including any action to change or otherwise effect the composition of the
      Board of Directors for that purpose, must be called by twenty-five percent
      (25%) or more of the voting power of all shares entitled to vote. A
      shareholder or shareholders entitled to call a special meeting of
      shareholders may demand a special meeting of the shareholders by written
      notice of demand given to the President or Treasurer of the corporation.
      Such notice shall set forth (1) a brief description of the business
      desired to be brought before the special meeting and the reasons for
      conducting such business, (2) the name and record address of the
      shareholder proposing such business and of the beneficial owner, if any,
      on whose behalf the proposal is made, (3) the class and number of shares
      of the corporation beneficially owned by the shareholder and by the
      beneficial owner, if any, on whose behalf the proposal is made, and (4)
      any material interest in such business of the shareholder and the
      beneficial owner, if any, on whose behalf the proposal is made. Within
      thirty (30) days after the receipt of a written demand for a special
      meeting of shareholders by the President or Treasurer, the Board of
      Directors shall cause a special meeting of shareholders to be called and
      held on notice no later than ninety (90) days after the receipt of such
      written demand, all at the expense of the corporation. Business transacted
      at any special meeting of shareholders shall be limited to the purpose or
      purposes stated in the notice of meeting. Any business transacted at any
      special meeting of shareholders that is not included among the stated
      purposes of such meeting shall be voidable by or on behalf of the
      corporation unless all of the shareholders have waived notice of the
      meeting.





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Director Approval Signature