BYLAWS

                                       OF

                         SYNOVICS PHARMACEUTICALS, INC.
                              A NEVADA CORPORATION

                                TABLE OF CONTENTS

ARTICLE 1 - Stockholders................................................  1
     1.1      Place of Meetings.........................................  1
     1.2      Annual Meetings...........................................  1
     1.3      Special Meetings..........................................  1
     1.4      Notice of Meetings........................................  1
     1.5      Voting List...............................................  1
     1.6      Quorum....................................................  1
     1.7      Adjournments..............................................  2
     1.8      Voting and Proxies........................................  2
     1.9      Action at Meeting.........................................  2
     1.10     Action Without Meeting....................................  2
     1.11     Introduction of Business at Meetings of Stockholders. ....  2

ARTICLE 2 -   Directors.................................................  3
     2.1      General Powers............................................  3
     2.2      Number:  Election and Qualification.......................  3
     2.3      Enlargement of the Board..................................  3
     2.4      Tenure....................................................  4
     2.5      Vacancies.................................................  4
     2.6      Resignation...............................................  4
     2.7      Regular Meeting...........................................  4
     2.8      Special Meetings..........................................  4
     2.9      Notice of Special Meetings................................  4
     2.10     Meetings by Telephone Conference Calls....................  4
     2.11     Quorum....................................................  5
     2.12     Action at Meeting.........................................  5
     2.13     Action by Consent.........................................  5
     2.14     Removal...................................................  5
     2.15     Committees................................................  5
     2.16     Compensation of Directors.................................  6
     2.17      Nomination of Directors .................................  6

   ARTICLE 3 - Officers.................................................  7
     3.1      General...................................................  7
     3.2      Election..................................................  7
     3.3      Qualification.............................................  7
     3.4      Tenure....................................................  7
     3.5      Resignation and Removal...................................  7
     3.6      Vacancies.................................................  8
     3.7      Chairman of the Board and Vice Chairman of the Board......  8
     3.8      President.................................................  8
     3.9      Vice Presidents...........................................  8
     3.10     Secretary and Assistant Secretaries.......................  8
     3.11     Treasurer and Assistant Treasurer.........................  9
     3.12     Salaries..................................................  9

   ARTICLE 4 - Capital Stock............................................  9
    4.1      Issuance of Stock..........................................  9
    4.2      Certificates of Stock......................................  10
    4.3      Transfers..................................................  10
    4.4      Lost, Stolen or Destroyed Certificates.....................  10
    4.5      Record Date................................................  10

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   ARTICLE 5 - Indemnification..........................................  11



   ARTICLE 6 - General Provisions.......................................  11
    6.1      Fiscal Year................................................  11
    6.2      Corporate Seal.............................................  11
    6.3      Written Notice of Meetings.................................  11
    6.4      Waiver of Notice...........................................  12
    6.5      Voting of Securities.......................................  12
    6.6      Evidence of Authority......................................  12
    6.7      Certificate of Incorporation...............................  12
    6.8      Transactions with Interested Parties.......................  13
    6.9      Severability...............................................  13
    6.10     Pronouns...................................................  13

   ARTICLE 7 - Amendments...............................................  13
    7.1      By the Board of Directors..................................  13
    7.2      By the Stockholders........................................  13


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<PAGE>

                                     BYLAWS

                                       OF

                         SYNOVICS PHARMACEUTICALS, INC.
                              a Nevada Corporation


                            ARTICLE 1 - Stockholders

            1.1 Place of Meetings. All meetings of stockholders shall be held at
such place within or without the State of Nevada as may be designated from time
to time by the board of directors or the president or, if not so designated, at
the registered office of the corporation.

            1.2 Annual Meetings. The annual meeting of stockholders for the
election of directors and for the transaction of such other business as may
properly be brought before the meeting, shall be held at such time and date as
fixed by the Board of Directors. A special meeting may be held in lieu of the
annual meeting and any action taken at that special meeting shall have the same
effect as if it had been taken at the annual meeting, and in such case all
references in these Bylaws to the annual meeting of the stockholders shall be
deemed to refer to such special meeting.

            1.3 Special Meetings. Special meetings of stockholders may be called
at any time by the chairman of the board of directors, by the board of directors
or by the holders of not less than one-fourth (1/4) of all the shares entitled
to vote at the meeting. Business transacted at any special meeting of
stockholders shall be limited to matters relating to the purpose or purposes
stated in the notice of meeting.

            1.4 Notice of Meetings. Except as otherwise provided by law, written
notice of each meeting of stockholders, whether annual or special, shall be
given not less than 10 more than 60 days before the date of the meeting to each
stockholder entitled to vote at such meeting. The notices of all meetings shall
state the place, date and hour of the meeting. The notice of a special meeting
shall state, in addition, the purpose or purposes for which the meeting is
called.

            1.5 Voting List. The officer who has charge of the stock ledger of
the Corporation shall prepare, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.

            1.6 Quorum. Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, the holders of a majority of the shares of the
capital stock of the Corporation issues and outstanding are entitled to vote at
the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business.



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<PAGE>

            1.7 Adjournments. Any meeting of stockholders may be adjourned to
any other time and to any other place at which a meeting of stockholders may be
held under these Bylaws by the stockholder present or represented at the meeting
and entitled to vote, although less than a quorum, or, of no stockholder is
present, by any officer entitled to preside at or to act as secretary of such
meeting. If the adjournment is for more than 30 days, or if after the
adjournment, a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting. At the adjourned meeting, the Corporation may transact any
business which might have been transacted at the original meeting.

            1.8 Voting and Proxies. Each stockholder shall have one vote for
each share of stock entitled to vote held or record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise provided
in the Certificate of Incorporation. Each stockholder of record entitled to vote
at a meeting of stockholders, or to express consent or dissent to corporate
action in writing without a meeting, may vote or express such consent or dissent
in person or may authorize another person or persons to vote or act for him by
written proxy executed by the stockholder or his authorized agent and delivered
to the secretary of the Corporation. A duly executed proxy shall be irrevocable
if it states that it is irrevocable and if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power. No proxy
shall be voted or acted upon after three years from the date of its execution,
unless the proxy expressly provides for a longer period.

            1.9 Action at Meeting. When a quorum is present at any meeting, the
holders of a majority of the stock present or represented and voting on a matter
(or if there are two or more classes of stock entitled to vote as separate
classes, then in the case of each such class, the holders of a majority of the
stock of that class present or represented and voting on a matter) shall decide
any matter to be voted upon by the stockholders at such meeting, except when a
different vote is required by express provision of law, the Certificate of
Incorporation or these Bylaws. Any election by stockholders shall be determined
by a plurality of the votes cast by the stockholders entitled to vote at the
election.

            1.10 Action Without Meeting. Any action required or permitted to be
taken at any annual or special meeting of stockholders of the Corporation may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, is signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote on such action were present and voted. Prompt notice of the
taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.

            1.11 Introduction of Business at Meetings of Stockholders. At an
annual meeting of the stockholders, only such business shall be conducted as
shall have been brought before the annual meeting (i) by or at the direction of
the Board of Directors or (ii) by any stockholder of the Corporation who is a
stockholder of record at the time of giving of notice provided for in this
Section 1.11, who shall be entitled to vote at such annual meeting and who
complies with the notice procedures set forth in this Section 1.11. For business
to be



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<PAGE>

properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a stockholder's notice must be delivered or mailed to, and
received at, the principal executive offices of the Corporation not less than 60
days nor more than 90 days prior to the annual meeting, regardless of any
postponement, deferrals, or adjournments of that meeting to a later date;
provided, however, that in the event that less than 70 days' notice or prior
public disclosure of the date of the annual meeting is given or made to
stockholders, notice by the stockholder to be timely must be received no later
than the close of business on the 10th day following the day on which such
notice of the date of the annual meeting was mailed or such public disclosure
was made. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting the
following: (i) a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the annual
meeting; (ii) the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business; (iii) the class and number of shares
of the Corporation which are beneficially owned by the stockholder; and (iv) any
material interest of the stockholder in such business. Notwithstanding anything
in these By-Laws to the contrary, no business shall be conducted at the
stockholder meeting, except in accordance with the procedures set forth in this
Section 1.11. The chairman of the meeting, as determined in accordance with the
By-Laws, 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 these By-Laws, and if he should so determine, he shall so declare
to the meeting and any such business not properly brought before the meeting
shall not be transacted. Notwithstanding the foregoing provisions of this
Section 1.11, a stockholder shall also comply with all applicable requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations thereunder with respect to the matters set forth in this
Section 1.11.

                              ARTICLE 2 - Directors

            2.1 General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of a board of directors, who may
exercise all of the powers of the Corporation except as otherwise provided by
law, the Certificate of Incorporation or these Bylaws. In the event of a vacancy
on the board of directors, the remaining directors, except as otherwise provided
by law, may exercise the powers of the full board of directors until the vacancy
is filled.

            2.2 Number: Election and Qualification. The number of directors
which shall constitute the whole board of directors shall be determined by
resolution of the stockholders or the board of directors, but in no event shall
be less than one. The number of directors may be decreased at any time and from
time to time either by the stockholders or by a majority of the directors then
in office, but only to eliminate vacancies existing by reason of the death,
resignation, removal or expiration of the term of one or more directors. The
directors shall be elected at the annual meeting of stockholders by such
stockholders as have the right to vote in such election. Directors need not be
stockholders of the corporation.

            2.3 Enlargement of the Board. The number of directors may be
increased at any time and from time to time by the stockholders or by a majority
of the directors then in office.



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<PAGE>

            2.4 Tenure. Each director shall hold office until the next annual
meeting and until such time as his successor is elected and qualified, or until
his earlier death, resignation or removal.

            2.5 Vacancies. Unless and until filled by the stockholders, any
vacancy in the board of directors, however occurring, including a vacancy
resulting from an increase in the number of directors, may be filled by vote of
a majority of the directors then in office, although less than a quorum, or by a
sole remaining director. A director elected to fill a vacancy shall be elected
for the unexpired term of his predecessor in office, and a director chosen to
fill a position resulting from an increase in the number of directors shall hold
office until the next annual meeting of stockholders and until his successor is
elected and qualified, or until his earlier death, resignation or removal.

            2.6 Resignation. Any director may resign by delivering his written
resignation to the Corporation at its principal office or to the secretary. Such
resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.

            2.7 Regular Meeting. Regular meetings of the board of directors may
be held without notice at such time and place, either within or without the
State of Nevada, as shall be determined from time to time by the board of
directors, provided that any director who is absent when such a determination is
made shall be given notice of the determination. A regular meeting of the board
of directors may be held without notice immediately after and at the same place
as the annual meeting of stockholders.

            2.8 Special Meetings. Special meetings of the board of directors may
be held at any time and place, within or without the State of Nevada, designated
in a call by the chairman of the Board, president or two or more directors, or
by one director in the event that there is only a single director in office.

            2.9 Notice of Special Meetings. Notice of any special meeting of
directors shall be given to each director by the secretary or one of the
directors calling the meeting. Notice shall be duly given to each director (i)
by giving notice to such director in person or by telephone at least 48 hours in
advance of the meeting, (ii) by sending a telegram or telex, or delivering
written notice by hand to his last known business or home address at least 48
hours in advance of the meeting, or (iii) by mailing written notice to his last
know business or home address at least 72 hours in advance of the meeting. A
notice or waiver of notice of a meeting of the board of directors need not
specify the purpose of the meeting.

            2.10 Meetings by Telephone Conference Calls. Directors or any
members of any committee designated by the directors may participate in a
meeting of the board of directors or such committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation by such
means shall constitute presence in person at such meeting.



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<PAGE>

            2.11 Quorum. A majority of the whole board of directors shall
constitute a quorum at all meetings of the board of directors. In the event one
or more of the directors shall be disqualified to vote at any meeting, then the
required quorum shall be reduced by one for each such director so disqualified;
provided, however, that in no case shall less than one-third (1/3) of the whole
board of directors constitute a quorum. In the absence of a quorum at any such
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice other than announcement at the meeting, until a
quorum shall be present.

            2.12 Action at Meeting. At any meeting of the board of directors at
which a quorum is present, the vote of a majority of those present shall be
sufficient to take any action, unless a different vote is specified by law, the
Certificate of Incorporation or these Bylaws.

            2.13 Action by Consent. Any action required or permitted to be taken
at any meeting of the board of directors or of any committee of the board of
directors may be taken without a meeting, if all members of the board of
directors or committee, as the case may be, consent to the action in writing,
and the written consents are filed with the minutes of proceedings of the board
of directors or committee.

            2.14 Removal. Any one or more or all of the directors may be
removed, with out without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors, except that (i) the directors
elected by the holders of a particular class or series of stock may be removed
without cause only by vote of the holders of a majority of the outstanding
shares of such class or series and (ii) in the case of a corporation having
cumulative voting, if less than the entire board is to be removed, no director
may be removed without cause if the votes cast against his removal would be
sufficient to elect him if then cumulatively voted at an election of the entire
board of directors.

            2.15 Committees. The board of directors may, by resolution passed by
a majority of the whole board of directors, designate one or more committees,
each committee to consist of one or more of the directors of the Corporation.
The Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member of any meeting of
the committee. In the absence or disqualification of a member of a committee,
the member or members of the committee present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors
and subject to the provisions of the General Corporation Law of the State of
Nevada, shall have and may exercise all the powers and authority of the board of
directors 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; but no such committee shall have the power of authority in reference
to amending the Certificate of Incorporation (except that a committee may, to
the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the board of directors as provided in
subsection (a) of Section 151 of the General Corporation Law of the State of
Nevada, fix the designations and any of the preferences of rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of
the Corporation or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of the same or any
other class



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<PAGE>

or classes of stock of the Corporation or fix the number of shares of any series
of stock or authorize the increase or decrease of the shares of any series),
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
Bylaws of the Corporation; and, unless the resolution, Bylaws of Certificate of
Incorporation expressly so provides, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock or to adopt
a certificate of ownership and merger. Each such committee shall keep minutes
and make such reports as the board of directors may from time to time request.
Except as the board of directors may otherwise determine, any committee may make
rules for the conduct of its business, but unless otherwise provided by the
directors or in such rules, its business shall be conducted as nearly as
possible in the same manner as is provided in these Bylaws for the board of
directors.

         2.16 Compensation of Directors. Directors may be paid such compensation
for their services and such reimbursement for expenses of attendance at meetings
as the board of directors may from time to time determine. No such payment shall
preclude any director from serving the Corporation or any of its parent or
subsidiary corporations in any other capacity and receiving compensation for
such service.

         2.17 Nomination of Directors. Only persons who are nominated in
accordance with the procedure set forth in these By-Laws shall be eligible to
service as directors. Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of stockholders (i) by or
at the direction of the Board of Directors or (ii) by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this Section 2.17, who shall be entitled to vote for the
election of directors at the meeting and who complies with the notice provision
of this Section 2.17. Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice in
writing to the Secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered or mailed to, and received at, the principal executive
offices of the Corporation not less than 60 days, nor more than 90 days, prior
to the meeting, regardless of postponements, deferrals, or adjournments of that
meeting to a later date; provided, however, that in the event that less than 70
days' notice or public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th day following the day on which such
notice of the date of the meeting or such public disclosure was made. Such
stockholder's notice shall contain the written consent of each proposed nominee
to serve as a director if so elected and shall set forth the following: (i) as
to each person whom the stockholder proposes to nominate for election or
reelection as a director and as to each person, acting alone or in conjunction
with one or more other persons as a partnership, limited partnership, syndicate
or other group, who participates or is expected to participate in making such
nomination or in organizing, directing or financing such nomination or
solicitation of proxies to vote for the nominee (A) the name, age, residence
address, and business address of each proposed nominee and of each such person;
(B) the principal occupation or employment, and the name, type of business, and
address of the corporation or other organization in which such employment is
carried on, of each proposed nominee and of each such person; (C) the amount of
stock of the Corporation owned



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<PAGE>

beneficially, either directly or indirectly, by each proposed nominee and each
such person; and (D) a description of any arrangement or understanding of each
proposed nominee and of each such person with each other or any other person
regarding future employment or any future transaction to which the Corporation
will or may be a party; and (ii) as to the stockholder giving the notice (A) the
name and address, as they appear on the Corporation's books, of such
stockholder; and (B) the class and number of shares of the Corporation which are
beneficially owned by such stockholder. At the request of the Board of
Directors, any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the Corporation that information
required to be set forth in a stockholder's notice or nomination which pertains
to the nominee. Subject to the rights of holders of preferred stock, if any, no
person shall be eligible to serve as a director of the Corporation unless
nominated in accordance with the procedures set forth in these By-Laws. The
chairman of the meeting, determined in accordance with these By-Laws, shall, if
the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the procedures prescribed by these By-Laws, and if
he should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded. Notwithstanding the foregoing provisions of
this Section 2.17, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this Section.

                              ARTICLE 3 - Officers

         3.1 General. The officers of the Corporation shall consist of a
chairman of the board, a president, a secretary, a treasurer and such other
officers with such other titles as the board of directors may determine,
including a vice chairman of the board, and one or more vice presidents,
assistant treasurers, and assistant secretaries. The board of directors may
appoint such other officers with such other powers and duties as it may deem
appropriate.

         3.2 Election. The chairman of the board, president, treasurer and
secretary shall be elected annually by the board of directors at its first
meeting following the annual meeting of stockholders. Other officers may be
appointed by the board of directors at such meeting or at any other meeting.

         3.3 Qualification. No officer need be a stockholder. Any two or more
offices may be held by the same person.

         3.4 Tenure. Except as otherwise provided by law, by the Certificate of
Incorporation or by these Bylaws, each officer shall hold office until his
successor is elected and qualified unless a different term is specified in the
vote choosing or appointing him, or until his earlier death, resignation or
removal.

         3.5 Resignation and Removal. Any officer may resign by delivering his
written resignation to the Corporation at its principal office or to the
president or secretary. Such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or upon the happening of some
other event.

         Any officer may be removed at any time, with or without cause, by vote
of a majority of the entire number of directors then in office.



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         Except as the board of directors may otherwise determine, no officer
who resigns or is removed shall have any right to any compensation as an officer
for any period following his resignation or removal, or any right to damages on
account of such removal, whether his compensation be by the month or by the year
or otherwise, unless such compensation is expressly provided in a duly
authorized written agreement with the corporation.

         3.6 Vacancies. The board of directors may fill any vacancy occurring in
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of president, treasurer
and secretary. Each such successor shall hold office for the unexpired term of
his predecessor and until his successor is elected and qualified, or until his
earlier death, resignation or removal.

         3.7 Chairman of the Board and Vice Chairman of the Board. The chairman
of the board of directors shall be the chief executive officer of the
Corporation. Subject to the direction of the board of directors, the chairman of
the board of directors shall have general charge and supervision of the business
of the Corporation, and shall have full authority to take all lawful actions
necessary to implement corporate and business policy established by the board of
directors. In addition, the chairman of the board of directors shall perform
such duties and possess such other powers as are assigned to him by the board of
directors. Unless otherwise provided by the board of directors, the chairman of
the board of directors shall preside at all meetings of the stockholders and the
board of directors. The board of directors may appoint a vice chairman of the
board of directors who may, in the absence or disability of the chairman,
perform the duties and exercise the powers of the chairman and perform such
other duties and possess such other powers as from time to time are authorized
by the board of directors.

         3.8 President. The president shall be the chief operating officer of
the Corporation and shall have charge and supervision of the day to day business
operations of the Corporation, subject to the authority of the chairman of the
board of directors and of the board of directors. Unless the board of directors
or chairman of the board of directors shall otherwise direct, all executive
officers of the Corporation shall report, directly or through their immediate
superior officers, to the president. The president shall perform such other
duties and shall have such other powers as the board of directors may from time
to time prescribe.

         3.9 Vice Presidents. The vice president shall perform such duties and
shall have such powers as the board of directors, chairman of the board of
directors or the president may from time to time prescribe. The vice president
shall discharge the duties of the president when the president, for any reason,
cannot discharge the duties of his office. He shall have such other powers and
perform such other duties as shall be prescribed by the directors.

         Any assistant vice presidents shall perform such duties and possess
such powers as the board of directors, the chairman of the board of directors,
the president or the vice president may from time to time prescribe.



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<PAGE>

         3.10 Secretary and Assistant Secretaries. The secretary shall perform
such duties and shall have such powers as the board of directors, chairman of
the board of directors or the president may from time to time prescribe. In
addition, the secretary shall perform such duties and have such powers as are
incident to the office of the secretary, including without limitation, the duty
and power to give notices of all meetings of stockholders and special meetings
of the board of directors, to attend all meetings of stockholders and the board
of directors and keep a record of the proceedings, to maintain a stock ledger
and prepare lists of stockholders and their addresses as required, to be
custodian of corporate records and the corporate seal, if any, and to affix and
attest to the same on documents.

         Any assistant secretary shall perform such duties and possess such
powers as the board of directors, the chairman of the board of directors, the
president or the secretary may from time to time prescribe. In the event of the
absence, inability or refusal to act of the secretary, the assistant secretary
(or if there be more than one, the assistant secretaries in the order determined
by the board of directors) shall perform the duties and exercise the powers of
the secretary.

         In the absence of the secretary or any assistant secretary at any
meeting of stockholders or directors, the person presiding at the meeting shall
designate a temporary secretary to keep a record of the meeting.

         3.11 Treasurer and Assistant Treasurer. The treasurer shall perform
such duties and shall have such powers as from time to time be assigned to him
by the board of directors, the chairman of the board of directors or the
president. In addition, the treasurer shall perform such duties and have such
powers as are incident to the office of treasurer, including without limitation
the duty and power to keep and be responsible for all funds and securities of
the Corporation, to deposit funds of the Corporation in depositories selected in
accordance with these Bylaws, to disburse such funds as ordered by the board of
directors, the chairman of the board of directors, the president or any vice
president of the Corporation so authorized to act by specific authorization of
the board of directors or chairman of the Directors, to make proper accounts of
such funds, and to render, as required by the board of directors, chairman of
the board of directors or president, statements of all such transactions and of
the financial condition of the Corporation.

         The assistant treasurers shall perform such duties and possess such
powers as the board of directors, the chairman of the board of directors, the
president or the treasurer may from time to time prescribe. In the event of the
absence, inability or refusal to act of the treasurer, the assistant treasurer
(or if there shall be more than one, the assistant treasurers in the order
determined by the board of directors) shall perform the duties and exercise the
powers of the treasurer.

         3.12 Salaries. Officers of the Corporation shall be entitled to such
salary, compensation or reimbursement as shall be fixed or allowed from time to
time by the board of directors.

                            ARTICLE 4 - Capital Stock

         4.1 Issuance of Stock. Unless otherwise voted by the stockholders and
subject to the provisions of the Certificate of Incorporation, the whole or any
part of any unissued balance of



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the authorized capital stock of the Corporation or the whole or any part of any
unissued balance of the authorized capital stock of the Corporation held in its
treasury may be issued, sold, transferred or otherwise disposed of by vote of
the board of directors in such manner, for such consideration and on such terms
as the board of directors may determine.

         4.2 Certificates of Stock. Every holder of stock of the Corporation
shall be entitled to have a certificate, in such form as may be prescribed by
law and by the board of directors, certifying the number and class of shares
owned by him in the Corporation. Each such certificate shall be signed by, or in
the name of the Corporation by the chairman or vice chairman, if any, of the
board of directors, or the president or a vice president, and the treasurer or
an assistant treasurer, or the secretary of an assistant secretary of the
Corporation. Any or all of the signatures on the certificate may be a facsimile.

         Each certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Certificate of Incorporation, the
Bylaws, applicable securities laws or any agreement among any number of
shareholders or among such holders and the Corporation shall have conspicuously
noted on the face or back of the certificate either the full text or the
restriction or a statement of existence of such restriction.

         4.3 Transfers. Except as otherwise established by rules and regulations
adopted by the board of directors, and subject to applicable laws, shares of
stock may be transferred on the books of the Corporation by the surrender to the
Corporation or its transfer agent of the certificate representing such shares
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or the authenticity of
signature as the Corporation- or its transfer agent may reasonable require.
Except as may be otherwise required by law, by the Certificate of Incorporation
or by these Bylaws, the Corporation shall be entitled to treat the record holder
of stock as shown on its books as the owner of such stock for all purposes,
including the payment of dividends and the right to vote with respect to such
stock, regardless of any transfer, pledge or other disposition of such stock
until the shares have been transferred on the books of the Corporation in
accordance with the requirements of these Bylaws.

         4.4 Lost. Stolen or Destroyed Certificates. The Corporation may issue a
new certificate of stock in place of any previously issued certificate alleged
to have been lost, stolen or destroyed, upon such terms and conditions as the
board of directors may prescribe, including the presentation of reasonable
evidence of such loss, theft or destruction and the giving such indemnity as the
board of directors may require for the protection of the Corporation or any
transfer agent or registrar.

         4.5 Record Date. The board of directors may fix in advance a date as a
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders or to express consent (or dissent) to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action. Such record date shall not be more than 60 days prior to any other
action to which such record date relates.



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<PAGE>

         If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day before the day on which notice is given,
or, if notice is waived, at the close of business on the day before the day on
which the meeting is held. The record date for determining stockholders entitled
to express consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is necessary, shall be the day on which
the first written consent is expressed. The record date for determining
stockholders for any other purpose shall be at the close of business on the date
on which the board of directors adopts the resolution relating to such purpose.

         A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

                           ARTICLE 5 - Indemnification

         The Corporation shall, to the fullest extent permitted by the General
Corporation Law of the State of Nevada, as that Section may be amended and
supplemented from time to time, indemnity any director, officer or trustee which
it shall have power to indemnify under that Section against any expenses,
liabilities or other matters referred to in or covered by that Section. The
indemnification provided for in this Article (i) shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under any bylaw,
agreement or vote of stockholders or disinterested directors or otherwise, both
as to action in their official capacities and as to action in another capacity
while holding such office, (ii) shall continue as to a person who has ceased to
be a director, officer or trustee, and (iii) shall inure to the benefit of the
heirs, executors and administrators of such a person. The Corporation's
obligation to provide indemnification under this Article shall be offset to the
extent of any other source of indemnification or any otherwise applicable
insurance coverage under a policy maintained by the Corporation or any other
person.

                         ARTICLE 6 - General Provisions

         6.1 Fiscal Year. The fiscal year of the Corporation shall be determined
by the board of directors.

         6.2 Corporate Seal. The corporate seal, if any, shall be in such form
as shall be approved by the board of directors.

         6.3 Written Notice of Meetings. Whenever written notice is required to
be given to any person pursuant to law, the Certificate of Incorporation or
these Bylaws, it may be given to such person, either personally or by sending a
copy thereof by first class mail, or by telegram, charges prepaid, to his
address appearing on the books of the Corporation, or to his business or other
address supplied by him to the Corporation for the purpose of notice. If the
notice is sent by first class mail or by telegraph, it shall be deemed to have
been given to the person entitled thereto when deposited in the United States
mail or with a telegraph office for transmission to such



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<PAGE>

person. Such notice shall specify the place, day and hour of the meeting and, in
case of a special meeting of the shareholders, the general nature of the
business to be transacted.

         6.4 Waiver of Notice. Whenever any notice whatsoever is required to be
given by law, by the Certificate of Incorporation or by these Bylaws, a waiver
of such notice either in writing signed by the person entitled to such notice or
such person's duly authorized attorney, or by telegraph, cable or any other
available method, whether before, at or after the time stated in such waiver, or
the appearance of such person or persons at such meeting in person or by proxy,
shall be deemed equivalent to such notice.

         6.5 Voting of Securities. Except as the directors may otherwise
designate, the president or treasurer may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact for this
Corporation (with or without power of substitution) at any meeting of
stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this Corporation.

         6.6 Evidence of Authority. A certificate by the secretary or an
assistant secretary, or a temporary secretary, as to any action taken by the
stockholders, directors, a committee or any officer of representative of the
Corporation shall as to an persons who rely on the certificate in good faith be
conclusive evidence of such action.

         6.7 Certificate of Incorporation. All references in these Bylaws to the
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the Corporation as amended and in effect from time to time.

         6.8 Transactions with Interested Parties. No contract or transaction
between the Corporation and one or more of the directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of the directors or officers are directors or
officers, or have a financial interest shall be void or voidable solely for this
reason, or solely because the director or officer is present at or participates
in the meeting of the board of directors or a committee of the board of
directors which authorizes the contract or transaction or solely because his or
their votes are counted for such purpose, if:

     (1) The material facts as to his relationship or interest as to the
     contract or transaction are disclosed or are known to the board of
     directors or the committee, and the board of directors or committee in good
     faith authorized the contract or transaction by the affirmative votes of a
     majority of the disinterested directors, even though the disinterested
     directors be less than a quorum;

     (2) The material facts as to his relationship or interest and as to the
     contract or transaction are disclosed or are known to the stockholders
     entitles to vote thereon, and the contract or transaction is specifically
     approved in good faith by vote of the stockholders; or

     (3) The contract or transaction is fair as to the Corporation as of the
     time it is authorized, approved or ratified by the board of directors, a
     committee of the board of directors, or the stockholders. Common or
     interested directors may be counted in determining the presence of a quorum
     at a meeting of the board of directors or of a committee which authorizes
     the contract or transaction.



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<PAGE>

         6.9 Severability. Any determination that any provision of these Bylaws
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these Bylaws.

         6.10 Pronouns. All pronouns used in these Bylaws shall be deemed to
refer to the masculine, feminine or neuter, singular or plural as the identity
of the person or persons may require.

                             ARTICLE 7 - Amendments

         7.1 By the Board of Directors. These Bylaws may be altered, amended or
repealed or new Bylaws may be adopted by the affirmative vote of a majority of
the directors present at any regular or special meeting of the board of
directors at which a quorum is present.

         7.2 By the Stockholders. These Bylaws may be altered, amended or
repealed or new Bylaws may be adopted by the affirmative vote of the holders of
a majority of the shares of the capital stock of the Corporation issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders, provided notice of such alternation,
amendment, repeal or adoption of new Bylaws shall have been stated in the notice
of such special meeting.



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