AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                              CVI TECHNOLOGY, INC.

                              A NEVADA CORPORATION


                                    ARTICLE I

                                     OFFICES

         Section 1.1. Principal Office. The principal office of this corporation
shall be in the County of Clark, State of Nevada.

         Section 1.2. Other Offices. The corporation may also have offices at
such other places both within and without the State of Nevada as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II

                                  STOCKHOLDERS

         Section 2.1. Annual Meetings. Annual meetings of the stockholders shall
be held each year on a date and at a time designated by the Board of Directors.
At the annual meeting of stockholders, the stockholders shall elect by vote a
Board of Directors and transact such other business as may properly be brought
before the meeting.

         Section 2.2. Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation may be called by the Chairman of the Board of
Directors, by the President or the Secretary by resolution of the Board of
Directors or at the request in writing of one or more stockholders owning shares
in the aggregate entitled to cast not less than fifty percent (50%) of the votes
at the meeting. Such request shall state the purpose of the proposed meeting and
shall be personally delivered or sent by registered mail or by telegraph or
other facsimile transmission to the Chairman of the Board, the President,
Vice-President or the Secretary of the Corporation. The officer receiving the
request shall cause notice to be promptly given to the stockholders entitled to
vote, in accordance with the provisions of Section 2.4 of this Article II. If
notice is not given within sixty days (60) days of the request, the person or
persons requesting the meeting may, subject to any applicable federal or state
law including but not limited to federal securities laws, give the notice.
Nothing contained in this paragraph of this Section 2.2 shall be construed as
limiting, fixing or affecting the time when a meeting of stockholders called by
action of the Board of Directors may be held. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

         Section 2.3. Place of Meeting. All annual meetings of the stockholders
shall be held at the principal office of the corporation or at such other place
within or without the State of Nevada as the directors shall determine. Special
meetings of the stockholders may be held at such time and place within or
without the State of Nevada as shall be stated in the notice of the meeting, or
in a duly executed waiver of notice thereof.

                                      -17-
<PAGE>

         Section 2.4. Notices. Notices of meetings shall be in writing and
signed by the President or a Vice-President or the Secretary or an Assistant
Secretary or by such other person or persons as the directors shall designate.
Such notice shall state the purpose or purposes for which the meeting is called
and the time and the place, which may be within or without this State, where it
is to be held. The notice of any meeting at which directors are to be elected
shall include the name of any nominee or nominees whom, at the time of the
notice, management intends to present for election. A copy of such notice shall
be either delivered personally to or shall be mailed, postage prepaid, to each
stockholder of record entitled to vote at such meeting not less than ten nor
more than sixty days before such meeting. If mailed, it shall be directed to a
stockholder at his address as it appears upon the records of the corporation and
upon such mailing of any such notice, the service thereof shall be complete and
the time of the notice shall begin to run from the date upon which such notice
is deposited in the mail for transmission to such stockholder. Personal delivery
of any such notice to any officer of a corporation or association, or to any
member of a partnership shall constitute delivery of such notice to such
corporation, association or partnership. In the event of the transfer of stock
after delivery of such notice of and prior to the holding of the meeting it
shall not be necessary to deliver or mail notice of the meeting to the
transferee.

         Section 2.5. Affidavit of Mailing. An affidavit of the mailing or other
means of giving any notice of any stockholders' meeting may be executed by the
Secretary, Assistant Secretary, or any Transfer Agent of the Corporation giving
the notice, and shall be filed and maintained in the minute book of the
Corporation.

         Section 2.6. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Articles of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders or if the voting power necessary
to approve a matter for which the meeting has been noticed has not voted in
favor of such matter, the stockholders entitled to vote thereat, present in
person or represented by proxy, the Chairman of the Board of Directors, or a
majority of the Board of Directors shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented or until the voting power necessary to
approve the matter for which the meeting has been noticed has been voted in
favor of such matter.

         Section 2.7. Adjournment. When any meeting of stockholders, either
annual or special, is adjourned to another time or place, notice may not be
given of the adjourned meeting if the time and place are announced at a meeting
at which the adjournment is taken, unless a new record date for the adjourned
meeting is fixed, or unless the adjournment is for more than 45 days from the
date set for the original meeting, in which case the Board of Directors shall
set a new record date. Notice of any such adjourned meeting, if required, shall
be given to each stockholder of record entitled to vote at the adjourned meeting
in accordance with the provisions of Section 2.4 of this Article II. At any
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.

         Section 2.8. Voting. When a quorum is present or represented at any
meeting, the vote of the holders of a majority of the stock having voting power
present in person or represented by proxy shall be sufficient to elect directors
or to decide any question brought before such meeting, unless the question is
one upon which by express provision of the statutes or of the Articles of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question. Each stockholder of
record of the corporation shall be entitled at each meeting of stockholders to

                                      -18-
<PAGE>

one vote for each share of stock standing in his name on the books of the
corporation. Upon the demand of any stockholder, the vote for directors and the
vote upon any question before the meeting shall be by ballot.

         Section 2.9. Proxies; Inspectors of Election. At any meeting of the
stockholders any stockholder may be represented and vote by a proxy or proxies
appointed by an instrument in writing. In the event that any such instrument in
writing shall designate two or more persons to act as proxies, a majority of
such persons present at the meeting, or, if only one shall be present, then that
one shall have and may exercise all of the powers conferred by such written
instrument upon all of the persons so designated unless the instrument shall
otherwise provide. No proxy or power of attorney to vote shall be used to vote
at a meeting of the stockholders unless it shall have been filed with the
secretary of the meeting when required by the inspectors of election. All
questions regarding the qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by three inspectors of
election who shall be appointed by the Board of Directors, or if not so
appointed, then by the presiding officer of the meeting.

         The inspectors of election shall:

         (a)  Determine the number of shares outstanding and the voting power of
         each, the shares represented at the meeting, the existence of a quorum,
         and the authenticity, validity, and effect of proxies;

         (b)  Receive votes, ballots, or consents;

         (c)  Hear and determine all challenges and questions in any way arising
         in connection with the right to vote;

         (d)  Count and tabulate all votes or consents;

         (e)  Determine when the polls shall close;

         (f)  Determine the results; and

         (g)  Do any other acts that may be proper to conduct the election or
              vote with fairness to all stockholders.

         Section 2.10. Action by Written Consent. Any action which may be taken
by the vote of the stockholders at a meeting may be taken without a meeting if
authorized by the written consent of stockholders holding at least a majority of
the voting power, unless the provisions of the statutes or of the Articles of
Incorporation require a greater proportion of voting power to authorize such
action in which case such greater proportion of written consents shall be
required.

         Section 2.11. Waiver of Notice. The transactions of any meeting of
stockholders, either annual or special, however called and noticed, and wherever
held, shall be as valid as though had at a meeting duly held after regular call
and notice, if a quorum be present either in person or by proxy, and if, either
before or after the meeting, each person entitled to vote, who was not present
in person or by proxy, signs a written waiver of notice or a consent to a
holding of the meeting, or an approval of the minutes. The waiver of notice of
consent need not specify either the business to be transacted or the purpose of
any annual or special meeting of stockholders. All such waivers, consents, or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Attendance by a person at a meeting shall also
constitute a waiver of notice of that meeting, except when the person objects,
at the beginning of the meeting, to the transaction of any business because the

                                      -19-
<PAGE>

meeting is not lawfully called or convened, and except that attendance at a
meeting is not a waiver of any right to object to the consideration of matters
required by law to be included in the notice of the meeting, but not so
included, if that objection is expressly made at the meeting.

                                   ARTICLE III

                                    DIRECTORS

         Section 3.1. General Powers. The business of the corporation shall be
managed by its Board of Directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders.

         Section 3.2. Number. The number of directors which shall constitute the
whole board shall be six (6). The number of directors may from time to time be
increased or decreased by action of the Board of Directors to not less than one
(1) nor more than ten (10). Directors need not be stockholders.

         Section 3.3. Tenure and Qualification. The corporation shall have three
(3) categories of Directors entitled "A", "B" and "C." At the first meeting of
the Board of Directors, the Board shall designate the directors to be in each
category. The first term of office for each director in each category shall be
as follows:

         CATEGORY                    TERM                NUMBER OF DIRECTORS
            A                   Three (3) Year                 Two (2)
            B                   Two (2) Years                  Two (2)
            C                   One (1) Years                  Two (2)

After the term of office of each category of directors expires, the replacement
directors (or the same directors, if re-elected) shall each have a term of three
(3) years. Each category of Directors shall be elected at the annual meeting of
stockholders for the year in which the term of each respective category expires.
Except as provided in Section 3.4, each Director shall serve until his successor
shall have been elected or qualified, provided that in the event of failure to
hold the annual meeting of stockholders or to hold such elected at such annual
meeting of stockholders, the election may be held at any special meeting of the
stockholders called for that purpose. From time to time, as the number of
Directors is increased or decreased, the Board of Directors shall designate the
category to which Directors are assigned in such a manner that at least
one-fourth of the entire Board of Directors is elected annually.

         Section 3.4. Vacancies. Vacancies in the Board of Directors including
those caused by an increase in the number of directors, may be filled by a
majority of the remaining directors, though less than a quorum, or by a sole
remaining director, and each director so elected shall hold office until his
successor is elected at an annual or a special meeting of the stockholders. The
holders of two-thirds (2/3) of the outstanding shares of stock entitled to vote
may at any time peremptorily terminate the term of office of all or any of the
directors by vote at a meeting called for such purpose or by a written statement
filed with the secretary or, in his absence, with any other officer. Such
removal shall be effective immediately, even if successors are not elected
simultaneously and the vacancies on the Board of Directors resulting therefrom
shall be filled only by the stockholders.

         A vacancy or vacancies in the Board of Directors shall be deemed to
exist in case of the death, resignation or removal of any directors, or if the
authorized number of directors be increased, or if the Board of Directors by
resolution declares vacant the office of director who has been declared of

                                      -20-
<PAGE>

unsound mind by an order of the court or if the stockholders fail at any annual
or special meeting of stockholders at which any director or directors are
elected to elect the full authorized number of directors to be voted for at that
meeting.

         The stockholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors. If the Board of Directors
accepts the resignation of a director tendered to take effect at a future time,
the Board or the stockholders shall have power to elect a successor to take
office when the resignation is to become effective.

         No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of office.

                                   ARTICLE IV

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4.1. Regular Meetings. Regular meetings of the Board of
Directors shall be held at any place within or without the State which has been
designated from time to time by resolution of the Board or by written consent of
all members of the Board. In the absence of such designation regular meetings
shall be held at the principal office of the corporation. Special meetings of
the Board may be held either at a place so designated or at the principal
office. Any meeting, regular or special, may be held by conference telephone
network or similar communications method by which all persons participating in
the meeting can hear each other. Regular meetings of the Board of Directors may
be held without call or notice at such time and at such place as shall from time
to time be fixed and determined by the Board of Directors.

         Section 4.2. Initial Meeting. The first meeting of each newly elected
Board of Directors shall be held at any place within or without the State which
has been designated from time to time by resolution of the Board or by written
consent of all members of the Board. In the event such meeting is not so held,
the meeting may be held at such time and place as shall be specified in a notice
given as herein provided for special meetings of the Board of Directors.

         Section 4.3. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman or the President or by any
Vice-President or by any two (2) directors. Written notice of the time and place
of special meetings shall be delivered personally to each director, or sent to
each director by mail or by other form of written communication, charges
prepaid, addressed to him at his address as it is shown upon the records or is
not readily ascertainable, at the place in which the meetings of the directors
are regularly held. In case such notice is mailed or telegraphed, it shall be
deposited in the United States mail or delivered to the telegraph company at
least forty-eight (48) hours prior to the time of the holding of the meeting. In
case such notice is delivered as above provided, it shall be so delivered at
least twenty-four (24) hours prior to the time of the holding of the meeting.
Such mailing, telegraphing or delivery as above provided shall be due, legal and
personal notice to such director.

         Section 4.4. Adjournment. Notice of the time and place of holding an
adjourned meeting need not be given to the absent directors if the time and
place be fixed at the meeting adjourned and unless the meeting is adjourned for
more than twenty-four (24) hours, in which case notice of the time and place
shall be given before the time of the adjourned meeting, in the manner specified
in Section 4.3, to the directors who were not present at the time of the
adjournment.

         Section 4.5. Validity of Transactions. The transactions of any meeting
of the Board of Directors, however called and noticed or wherever held, shall be

                                      -21-
<PAGE>

as valid as though had at a meeting duly held after regular call and notice, if
a quorum be present, and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, or a consent to holding
such meeting, or an approval of the minutes thereof. All such waivers, consents
or approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

         Section 4.6. Quorum. A majority of the authorized number of directors
shall be necessary to constitute a quorum for the transaction of business,
except to adjourn as hereinafter provided. Every act or decision done or made by
a majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors, unless a greater
number be required by law or by the Articles of Incorporation. Any action of a
majority, although not at a regularly called meeting, and the record thereof, if
assented to in writing by all of the other members of the Board shall be as
valid and effective in all respects as if passed by the Board in regular
meeting. A quorum of the directors may adjourn any directors meeting to meet
again at a stated day and hour; provided, however, that in the absence of a
quorum, a majority of the directors present at any directors meeting, either
regular or special, may adjourn from time to time until the time fixed for the
next regular meeting of the Board.

         Section 4.7. Written Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if a written consent thereto is signed by all members
of the Board of Directors or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the Board or
committee.

         Section 4.8. Compensation. The directors may be paid their expenses of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like reimbursement and
compensation for attending committee meetings.

                                   ARTICLE V

                             COMMITTEES OF DIRECTORS

         Section 5.1. Committees. The Board of Directors may, by resolution
adopted by a majority of the whole Board of Directors, designate one or more
committees of the Board of Directors, each committee to consist of one or more
of the directors of the corporation which, to the extent provided in the
resolution, shall have and may exercise the power of the Board of Directors in
the management of the business and affairs of the corporation and may have power
to authorize the seal of the corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by the Board of Directors. The members of any such
committee present at any meeting and not disqualified from voting may, whether
or not they constitute a quorum, unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any absent or disqualified
member. At meetings of such committees, a majority of the members or alternate
members shall constitute a quorum for the transaction of business, and the act
of a majority of the members or alternate members at any meeting at which there
is a quorum shall be the act of the committee.

         Section 5.2. Minutes. The committees shall keep regular minutes of
their proceedings and report the same to the Board of Directors.

         Section 5.3. Meetings and actions of the committee shall be governed
by, and held and taken in accordance with, the provisions of Article IV of these
Bylaws, Section 4.1 (regular meetings), Section 4.2 (place of meetings), Section
4.3 (special meetings and notice), Section 4.4 (adjournment and notice of

                                      -22-
<PAGE>

adjournment), Section 4.6 (quorum), Section 4.7 (action without a meeting) and
Section 6.2 (waiver of notice), with such changes in the context of those bylaws
as are necessary to substitute the committee and its members for the Board of
Directors and its members, except that the time of regular meetings of
committees may be determined either by resolution of the Board of Directors or
by resolution of the committee; special meetings of committees may also be
called by resolution of the Board of Directors; and notice of special meetings
of committees shall also be given to all alternate members, who shall have the
right to attend all meetings of the committee. The Board of Directors may adopt
rules for the government of any committee not inconsistent with the provisions
of these bylaws.

                                   ARTICLE VI

                                    NOTICES

         Section 6.1. Notices to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.

         Section 6.2. Whenever all parties entitled to vote at any meeting,
whether of directors or stockholders, consent, either by a writing on the
records of the meeting or filed with the secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meeting
shall be as valid as if had at a meeting regularly called and noticed, and at
such meeting any business may be transacted which is not excepted from the
written consent or to the consideration of which no objection for want of notice
is made at the time, and if any meeting be irregular for want of notice or of
such consent, provided a quorum was present at such meeting, the proceedings of
said meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties having
the right to vote at such meeting; and such consent or approval of stockholders
may be by proxy or attorney, but all such proxies and powers of attorney must be
in writing.

         Section 6.3. Whenever any notice whatever is required to be given under
the provisions of the statutes, of the Articles of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                   ARTICLE VII

                                    OFFICERS

         Section 7.1. The officers of the corporation shall be chosen by the
Board of Directors and shall be a President, a Secretary and a Treasurer. Any
person may hold two or more offices.

         Section 7.2. The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a Chairman of the Board and a
President, both of whom shall be directors, and shall choose a Secretary and a
Treasurer, none of whom need be directors.

         Section 7.3. The Board of Directors may appoint a Chairman of the
Board, Vice-Chairman of the Board, Vice Presidents and one or more Assistant
Secretaries and Assistant Treasurers and such other officers and agents as it
shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.

                                      -23-
<PAGE>

         Section 7.4. The salaries and compensation of all officers of the
Corporation shall be fixed by the Board of Directors.

         Section 7.5. The officers of the Corporation shall hold office at the
pleasure of the Board of Directors. Any officer elected or appointed by the
Board of Directors may be removed at any time by the Board of Directors. Any
vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise shall be filled by the Board of Directors. Any officer may
resign at any time by giving written notice to the Corporation.

         Section 7.6. Chairman of the Board. The Chairman of the Board shall
preside at meetings of the stockholders and the Board of Directors, and shall
see that all orders and resolutions of the Board of Directors are carried into
effect.

         Section 7.7. Vice-Chairman. The Vice-Chairman shall, in the absence or
disability of the Chairman of the Board, perform the duties and exercise the
powers of the Chairman of the Board and shall perform such other duties as the
Board of Directors may from time to time prescribe.

         Section 7.8. President. The President shall be the chief executive
officer of the corporation and shall, subject to the control of the Board of
Directors, have active management of the business of the corporation. He shall
execute on behalf of the corporation all instruments requiring such execution
except to the extent the signing and execution thereof shall be expressly
designated by the Board of Directors to some other officer or agent of the
corporation. The President may appoint such other officers as the business of
the Corporation may require, each of whom shall hold office for such period,
have such authority and perform such duties as are provided in the bylaws or as
the Board of Directors may from time to time determine.

         Section 7.9. Vice Presidents. The Vice-President(s) shall act under the
direction of the President and in the absence or disability of the President
shall perform the duties and exercise the powers of the President. They shall
perform such other duties and have such other powers as the President or the
Board of Directors may from time to time prescribe. The Board of Directors may
designate one or more Executive Vice Presidents or may otherwise specify the
order of seniority of the Vice Presidents. The duties and powers of the
President shall descend to the Vice Presidents in such specified order of
seniority.

         Section 7.10. Chief Financial Officer. The Chief Financial Officer, if
any, shall be an Executive Vice President and shall act in an executive
financial capacity. He shall assist the Chairman of the Board and the President
in the general supervision of the Corporation's financial policies and affairs.

         Section 7.11. Secretary. The Secretary shall act under the direction of
the President. Subject to the direction of the President he shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record the proceedings. He shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the President or the Board of
Directors.

         Section 7.12. Assistant Secretaries. The Assistant Secretaries shall
act under the direction of the President. In order of their seniority, unless
otherwise determined by the President or the Board of Directors, they shall, in
the absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary. They shall perform such other duties and have such
other powers as the President or the Board of directors may from time to time
prescribe.

                                      -24-
<PAGE>

         Section 7.13. Treasurer. The Treasurer shall act under the direction of
the President. Subject to the direction of the President he shall have custody
of the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.

         Section 7.14. Assistant Treasurer. The Assistant Treasurer in the order
of their seniority, unless otherwise determined by the President or the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer. They shall perform such other
duties and have such other powers as the President or the Board of Directors may
from time to time prescribe.

                                  ARTICLE VIII

                              CERTIFICATES OF STOCK

         Section 8.1. Certification. Every stockholder shall be entitled to have
a certificate signed by the President or a Vice-President and the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation, certifying the number of shares owned by him in the corporation. If
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the designations, preferences and relative
participating, optional or other special rights of the various classes of stock
or series thereof and the qualifications, limitations or restrictions of such
rights, shall be set forth in full or summarized on the face or back of the
certificate which the corporation shall issue to represent such stock.

         Section 8.2. If a certificate is signed (1) by a transfer agent other
than the corporation or its employees or (2) by a registrar other than the
corporation or its employees, the signatures of the officers of the corporation
may be facsimiles. In case any officer who has signed or whose facsimile
signature has been placed upon a certificate shall cease to be such officer
before such certificate is issued, such certificate may be issued with the same
effect as though the person had not ceased to be such officer. The seal of the
corporation, or a facsimile thereof, may, but need not be, affixed to
certificates of stock.

         Section 8.3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.

         Section 8.4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation, if it is satisfied that all provisions of the laws
and regulations applicable to the corporation regarding transfer and ownership

                                      -25-
<PAGE>

of shares have been complied with, to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books.

         Section 8.5. The Board of Directors may fix in advance a date not
exceeding sixty (60) days nor less than ten (10) days preceding the date of any
meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining the consent of stockholders for any purpose, as a record date for the
determination of the stockholders entitled to notice of and to vote at any such
meeting, and any adjournment thereof, or entitled to receive payment of any such
dividend, or to give such consent, and in such case, such stockholders, and only
such stockholders as shall be stockholders of record on the date so fixed, shall
be entitled to notice of and to vote at such meeting, or any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.

         Section 8.6. The Corporation shall be entitled to recognize the person
registered on its books as the owner of shares to be the exclusive owner for all
purposes including voting and dividends, and the Corporation shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Nevada.

                                   ARTICLE IX

                               RECORDS AND REPORTS

         Section 9.1. Stock Ledger. The Corporation shall either maintain at its
principal office a record of its stockholders, giving the names and addresses of
all stockholders and the number and class of shares held by each stockholder, or
in lieu thereof maintain at its principal office a statement setting out the
name of the custodian of the stock ledger.

         Section 9.2. Accounting Books and Records. The accounting books and
records and minutes of proceedings of the stockholders and the Board of
Directors and any committee or committees of the Board of Directors shall be
kept at such place or places designated by the Board of Directors. The minutes,
accounting books, and the records shall be kept either in written form or in any
other form capable of being converted into written form. Subject to NRS 78.257,
as amended, the minutes and accounting books and records shall be open to
inspection by the stockholders.

         Section 9.3. Inspection. Every director shall have the absolute right
at any reasonable time to inspect all books, records, and documents of every
kind, and the physical properties of the Corporation and each of its subsidiary
corporations. This inspection by a director may be made in person or by an agent
or attorney, and the right of inspection includes the right to copy and make
extracts of documents.

                                    ARTICLE X

                               GENERAL PROVISIONS

         Section 10.1. Dividends. Dividends upon the capital stock of the
corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property or in shares of the
capital stock, subject to the provisions of the Articles of Incorporation.

                                      -26-
<PAGE>

Before payment of any dividend, there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the directors from time
to time, in their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends or for repairing or maintaining
any property of the corporation or for such other purpose as the directors shall
think conducive to the interest of the corporation, and the directors may modify
or abolish any such reserve in the manner in which it was created.

         Section 10.2. Checks or Demands. All checks or demands for money and
notes of the corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.

         Section 10.3. Fiscal Year. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.

         Section 10.4. Corporate Seal. The corporation may or may not have a
corporate seal, as may from time to time be determined by resolution of the
Board of Directors. If a corporate seal is adopted, it shall have inscribed
thereon the name of the corporation and the words "Corporate Seal" and "Nevada".
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or in any manner reproduced.

         Section 10.5. Authority. The Chairman of the Board, the President, or
any Vice-President, or any other person authorized by resolution of the Board of
Directors or by any of the foregoing designated officers, is authorized to vote
on behalf of the Corporation any and all shares of any other corporation or
corporations, foreign or domestic, standing in the name of the Corporation. The
authority granted to these officers to vote or represent on behalf of the
Corporation any and all shares held by the Corporation in any other corporation
or corporations may be exercised by any of these officers in person or by any
person authorized to do so by a proxy duly executed by these officers.

         Section 10.6. Governing Law. Unless the context requires otherwise, the
general provisions, rules of construction, and definitions in the Nevada Revised
Statutes shall govern the construction of these bylaws. Without limiting the
generality of these provisions, the singular number includes the plural, the
plural number includes the singular, and the term "person" includes both the
Corporation and a natural person.

                                   ARTICLE XI

                                   AMENDMENTS

         Section 11.1. Amendment by Stockholders. The Bylaws may be amended by a
two-thirds (2/3) vote of all the stock issued and outstanding and entitled to
vote at any annual or special meeting of the stockholders, provided notice of
intention to amend shall have been contained in the notice of the meeting.

         Section 11.2. Amendment by Board of Directors. The Board of Directors
by a majority vote of the whole Board at any meeting may amend these Bylaws,
including Bylaws adopted by the stockholders, but the stockholders may from time
to time specify particular provisions of the Bylaws which shall not be amended
by the Board of Directors.

                                      -27-
<PAGE>

                                   ARTICLE XII

                                 INDEMNIFICATION

         Every person who was or is a party or is threatened to be a party to or
is involved in any action, suit or proceedings, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director, officer, legal spouse
(whether such status is derived by reason of statutory law, common law or
otherwise of any applicable jurisdiction) of a director or officer, employee,
agent, or other person of this corporation, or is or was serving at the request
of this corporation or for its benefit as a director, officer, employee or other
person of another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless to the fullest extent legally
permissible under the law of the state of Nevada as it may be amended from time
to time against all expenses, liability and loss (including attorneys' fees,
judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith. The indemnification of a
legal spouse of a director or officer shall not extend to any claim for any
actual or alleged wrongful act of the spouse, but shall apply only to actual or
alleged wrongful acts of a director or officer as provided in this Article. The
expenses of a director, officer or legal spouse of a director or officer,
incurred in defending a civil or criminal action, suit or proceeding must be
paid by this corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director, officer, or legal spouse of a director or officer,
to repay the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by this corporation. Such
right of indemnification shall be a contract right which may be enforced in any
manner desired by such person. Such right of indemnification shall not be
exclusive of any other right which such a director, officer, legal spouse of a
director or officer, agent or other person may have or hereafter acquire and,
without limiting the generality of such statement they shall be entitled to
their respective rights of indemnification under the Articles of Incorporation,
any agreement, vote of stockholders, provision of law or otherwise, as well as
their rights under this Article.

         Without limiting the application of the foregoing, the Board of
Directors may cause this corporation to purchase and maintain insurance on
behalf of any person who is or was a director, officer, legal spouse of a
director or officer, employee, agent or other person of this corporation or is
or was serving at the request of this corporation as a director, officer,
employee, agent or other person of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred in any such capacity or arising out of such status, whether
or not this corporation would have the power to indemnify such person.

         APPROVED AND ADOPTED this 22nd day of March 2000.

                                      -28-
<PAGE>

                            CERTIFICATE OF SECRETARY


         I hereby certify that I am the Secretary of CVI Technology, Inc. and
that the foregoing Bylaws, consisting of 12 pages, constitute the Code of Bylaws
of CVI Technology, Inc. as duly adopted and amended by resolution of the Board
of Directors of CVI Technology, Inc. dated March 22, 2000

         IN WITNESS WHEREOF, I have hereunto subscribed my name this 22nd day of
March 2000.



                                                      /s/ Stacie L. Brown
                                                      --------------------------
                                                      Stacie L. Brown, Secretary

                                      -29-