RESTATED BYLAWS

OF

PLURISTEM LIFE SYSTEMS, INC.(As amended on March 18,
2003)



1. Annual Meetings 
    The annual meeting of the shareholders of this Corporation,
    for the purpose of election of Directors and for such other business as may
    come before it, shall be held at the registered office of the Corporation,
    or such other places, either within or without the State of Nevada, as may
    be designated by the notice of the meeting, on the first week in November of
    each and every year, at 1:00 p.m., commencing in 2000, but in case such day
    shall be a legal holiday, the meeting shall be held at the same hour and
    place on the next succeeding day not a holiday.
2. Special Meeting 
    Special meetings of the shareholders of this Corporation
    may be called at any time by the holders of ten percent (10%) of the voting
    shares of the Corporation, or by the President, Secretary, or by the Board
    of Directors or a majority thereof. No business shall be transacted at any
    special meeting of shareholders except as is specified in the notice calling
    for said meeting. The Board of Directors may designate any place, either
    within or without the State of Nevada, as the place of any special meeting
    called by the president or the Board of Directors, and special meetings
    called at the request of shareholders shall be held at such place in the
    State of Nevada, as may be determined by the Board of Directors and placed
    in the notice of such meeting.Notice of Meeting
    Written notice of annual or special meetings of
    shareholders stating the place, day, and hour of the meeting and, in the
    case of a special meeting, the purpose or purposes for which the meeting is
    called shall be given by the Secretary or persons authorized to call the
    meeting to each shareholder of record entitled to vote at the meeting. Such
    notice shall be given not less than ten (10) nor more than fifty (50) days
    prior to the date of the meeting, and such notice shall be deemed to be
    delivered when deposited in the United States mail addressed to the
    shareholder at his/her address as it appears on the stock transfer books of
    the Corporation.Waiver of Notice
    Notice of the time, place, and purpose of any meeting may
    be waived in writing and will be waived by any shareholder by his/her
    attendance thereat in person or by proxy. Any shareholder so waiving shall
    be bound by the proceedings of any such meeting in all respects as if due
    notice thereof had been given.Quorum and Adjourned Meetings
    A majority of the outstanding shares of the Corporation
    entitled to vote, represented in person or by proxy, shall constitute a
    quorum at a meeting of shareholders. A majority of the shares represented at
    a meeting even if less than a quorum, may adjourn the meeting from time to
    time without further notice. At such 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. The shareholders
    present at a duly organized meeting may continue to transact business until
    adjournment, notwithstanding the withdrawal of enough shareholders to leave
    less than a quorum.Proxies
    At all meetings of shareholders, a shareholder may vote by
    proxy executed in writing by the shareholder or by his/her duly authorized
    attorney in fact. Such proxy shall be filed with the Secretary of the
    Corporation before or at the time of the meeting. No proxy shall be valid
    after eleven (11) months from the date of its execution , unless otherwise
    provided in the proxy.Voting of Shares
3. Notice of Meeting
4. Waiver of Notice
5. Quorum and Adjourned Meetings
6. Proxies
7. Voting of Shares

Except as otherwise provided in the Restated Articles of
  Incorporation or in these Bylaws, every shareholder of record shall have the
  right at every shareholders meeting to one (1) vote for every share standing
  in his/her name on the books of the Corporation, and the affirmative vote of a
  majority of the shares represented at a meeting and entitled to vote thereat
  shall be necessary for the adoption of a motion or for the determination of
  all questions and business which shall come before the meeting.



The business and affairs of the Corporation shall be
    managed by its Board of Directors.

The number of Directors of the Corporation shall be not
    less than one nor more than thirteen, with the exact number of directors to
    be fixed, within the limits specified, by resolutions of the Board of
    Directors. Each Director shall hold office until the next annual meeting of
    shareholders and until his/her successor shall have been elected and
    qualified. Directors need not be residents of the State of Nevada or
    shareholders of the Corporation.

The Directors shall be elected by the shareholders at their
    annual meeting each year; and if, for any cause the Directors shall not have
    been elected at an annual meeting, they may be elected at a special meeting
    of shareholders called for that purpose in the manner provided by these
    Bylaws.

In case of any vacancy in the Board of Directors, the
    remaining Director, whether constituting a quorum or not, may elect a
    successor to hold office for the unexpired portion of the terms of the
    Director whose place shall be vacant, and until his/her successor shall have
    been duly elected and qualified.

Any Director may resign at any time by delivering, written
    notice to the Secretary or registered -office of the Corporation.

At any annual, special or regular meeting of the Board of
    Directors, any business may be transacted, and the Board may exercise all of
    its powers. Any such annual, special or regular meeting of the Board of
    Directors of the Corporation may be held outside of the State of Nevada, and
    any member or members of the Board of Directors of the Corporation may
    participate in any such meeting by means of a conference telephone or
    similar communications equipment by means of which all persons participating
    in the meeting can hear each other at the same time; the participation by
    such means shall constitute presence in person at such meeting.

1. Annual Meeting of Directors
      
      Annual meetings of the Board of Directors shall be held
      immediately after the annual shareholders' meeting or at such time and
      place as may be determined by the Directors. No notice of the annual
      meeting of the Board of Directors shall be necessary.
2. Special Meetings
      
      Special meetings of the Directors shall be called at any
      time and place upon the call of the president or any Director. Notice of
      the time and place of each special meeting shall be given by the
      secretary, or the persons calling the meeting, by mail, radio, telegram,
      or by personal communication by telephone or otherwise at least one (1)
      day in advance of the time of the meeting. The purpose of the meeting need
      not be given in the notice. Notice of any special meeting may be waived in
      writing or by telegram (either before or after such meeting) and will be
      waived by any Director in attendance at such meeting.
3. Regular Meetings of Directors

Regular meetings of the Board of Directors shall be held at
    such place and on such day and hour as shall from time to time be fixed by
    resolution of the Board of Directors. No notice of regular meetings of the
    Board of Directors shall be necessary.

A majority of the Directors presently in office shall
    constitute a quorum for all purposes, but a lesser number may adjourn any
    meeting, and the meeting may be held as adjourned without further notice. At
    each meeting of the Board at which a quorum is present, the act of a
    majority of the Directors present at the meeting shall be the act of the
    Board of Directors. The Directors present at a duty organized meeting may
    continue to transact business until adjournment, notwithstanding the
    withdrawal of enough Directors to leave less than a quorum.

By resolution of the Board of Directors, the Directors may
    be paid their expenses, if any, 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 therefore.

A Director of the Corporation who is present at a meeting
    of the Board of Directors at which action on any corporate matter is taken
    shall be presumed to have assented to the action taken unless his/her
    dissent shall be entered in the minutes of the meeting or unless he/she
    shall file his/her written dissent to such action with the person acting as
    the secretary of the meeting before the adjournment thereof or shall forward
    such dissent by registered mail to the Secretary of the Corporation
    immediately after the adjournment of the meeting. Such right to dissent
    shall not apply to a Director who voted in favour of such action.

The Board of Directors, by resolution adopted by a majority
    of the full Board of Directors, may designate from among its members an
    executive committee and one of more other committees, each of which, to the
    extent provided in such resolution, shall have and may exercise all the
    authority of the Board of Directors, but no such committee shall have the
    authority of the Board of Directors, in reference to amending the Restated
    Articles of Incorporation, adoption of a plan of merger or consolidation,
    recommending to the shareholders the sale, lease, exchange, or other
    disposition of all of substantially all the property and assets of the
    dissolution of the Corporation or a revocation thereof, designation of any
    such committee and the delegation thereto of authority shall not operate to
    relieve any member of the Board of Directors of any responsibility imposed
    by law.

The Board of Directors may, in its discretion, elect a
    chairman of the Board of Directors from its members; and, if a chairman has
    been elected, he/she shall, when present, preside at all meetings of the
    Board of Directors and the shareholders and shall have such other powers as
    the Board may prescribe.

Directors may be removed from office with or without cause by
  a vote of shareholders holding a majority of the shares entitled to vote at an
  election of Directors.

Any corporate action required by the Restated Articles of
  Incorporation, Bylaws, or the laws under which this Corporation is formed, to
  be voted upon or approved at a duly called meeting of the Directors or
  shareholders may be accomplished without a meeting if a written memorandum of
  the respective Directors or shareholders, setting forth the action so taken,
  shall be signed by all the Directors or shareholders, as the case may
  be.



The Officers of the Corporation shall be a president, one
    or more vice presidents (the number thereof to be determined by the Board of
    Directors), a secretary and a treasurer, each of whom shall be elected by
    the Board of Directors. Such other Officers and assistant officers as may be
    deemed necessary may be elected or appointed by the Board of Directors. Any
    Officer may be held by the same person, except that in the event that the
    Corporation shall have more than one director, the offices of president and
    secretary shall be held by different persons.

Each of the Officers shall be elected by the Board of
    Directors. None of said Officers except the president need be a Director,
    but a vice president who is not a Director cannot succeed to or fill the
    office of president. The Officers shall be elected by the Board of
    Directors. Except as hereinafter provided, each of said Officers shall hold
    office from the date of his/her election until the next annual meeting of
    the Board of Directors and until his/her successor shall have been duly
    elected and qualified.

The powers and duties of the respective corporate Officers
    shall be as follows:

1. President
      
      The president shall be the chief executive Officer of the
      Corporation and, subject to the direction and control of the Board of
      Directors, shall have general charge and supervision over its property,
      business, and affairs. He/she shall, unless a Chairman of the Board of
      Directors has been elected and is present, preside at meetings of the
      shareholders and the Board of Directors.
2. Vice President
      
      In the absence of the president or his/her inability to
      act, the senior vice president shall act in his place and stead and shall
      have all the powers and authority of the president, except as limited by
      resolution of the Board of Directors.
3. Secretary
      
      The secretary shall:
      Keep the minutes of the shareholders and of the Board of Directors
        meetings in one or more books provided for that purpose;See that all notices are duly given in accordance with the
        provisions of these Bylaws or as required by law;Be custodian of the corporate records and of the seal of the
        Corporation and affix the seal of the Corporation to all documents as
        may be required;Keep a register of the post office address of each shareholder which
        shall be furnished to the secretary by such shareholder,Sign with the president, or a vice president, certificates for
        shares of the Corporation, the issuance of which shall have been
        authorized by resolution of the Board of Directors;Have general charge of the stock transfer books of the corporation;
        and,In general perform all duties incident to the office of secretary
        and such other duties as from time to time may be assigned to him/her by
        the president or by the Board of Directors.
4. Keep the minutes of the shareholders and of the Board of Directors
        meetings in one or more books provided for that purpose;
5. See that all notices are duly given in accordance with the
        provisions of these Bylaws or as required by law;
6. Be custodian of the corporate records and of the seal of the
        Corporation and affix the seal of the Corporation to all documents as
        may be required;
7. Keep a register of the post office address of each shareholder which
        shall be furnished to the secretary by such shareholder,
8. Sign with the president, or a vice president, certificates for
        shares of the Corporation, the issuance of which shall have been
        authorized by resolution of the Board of Directors;
9. Have general charge of the stock transfer books of the corporation;
        and,
10. In general perform all duties incident to the office of secretary
        and such other duties as from time to time may be assigned to him/her by
        the president or by the Board of Directors.
11. Treasurer
      
      Subject to the direction and control of the Board of
      Directors, the treasurer shall have the custody, control and disposition
      of the funds and securities of the Corporation and shall account for the
      same; and, at the expiration of his/her term of office, he/she shall turn
      over to his/her successor all property of the Corporation in his/her
      possession.
12. Assistant Secretaries and Assistant Treasurers

The assistant secretaries, when authorized by the Board of
    Directors, may sign with the president certificates for shares of the
    Corporation the Issuance of which shall have been authorized by a resolution
    of the Board of Directors. The assistant treasurers shall, respectively, if
    required by the Board of Directors, give bonds for the faithful discharge of
    their duties in such sums and with such sureties as the Board of Directors
    shall determine. The assistant secretaries and assistant treasurers, in
    general, shall perform such duties as shall be assigned to them by the
    secretary or the treasurer, respectively, or by the president or the Board
    of Directors.

The Board of Directors shall have the right to remove any
    Officer whenever in its judgment the best interest of the Corporation will
    be served thereby.

The Board of Directors shall fill any office which becomes
    vacant with a successor who shall hold office for the unexpired term and
    until his/her successor shall have been duly elected and qualified.

The salaries of all Officers of the Corporation shall be
  fixed by the Board of Directors.



Certificates for shares of the Corporation shall be in such
    form as is consistent with the provisions of the Corporation laws of the
    State of Nevada. They shall be signed by the president and by the secretary,
    and the seal of the Corporation shall be affixed thereto. Certificates may
    be issued for fractional shares.

Shares may be transferred by delivery of the certificates
    therefore, accompanied either by ail assignment in writing on the back of
    the certificates or by a written power of attorney to assign and transfer
    the same signed by the record holder of the certificate. Except as otherwise
    specifically provided in these Bylaws, no shares shall be transferred on the
    books of the Corporation until the outstanding certificate therefore has
    been surrendered to the Corporation.

In case of loss or destruction of any certificate of shares,
  another may be issued in its place upon proof of such loss or destruction and
  upon the giving of a satisfactory bond of indemnity to the Corporation. A new
  certificate may be issued without requiring any bond, when in the judgment of
  the Board of Directors it is proper to do so.



The Corporation shall keep complete books and records of
    accounts and minutes of the proceedings of the Board of Directors and
    shareholders and shall keep at its registered office, principal place of
    business, or at the office of its transfer agent or registrar a share
    register giving the names of the shareholders in alphabetical order and
    showing their respective addresses and the number of shares held by
    each.

Any person dealing with the Corporation may rely upon a copy
  of any of the records of the proceedings, resolutions, or votes of the Board
  of Directors or shareholders, when certified by the president or
  secretary.

The following is an impression of the corporate seal of this
  Corporation:

Generally, no loans shall be made by the Corporation to its
  Officers or Directors, unless first approved by the holder of two-thirds of
  the voting shares, and no loans shall be made by the Corporation secured by
  its shares. Loans shall be permitted to be made to Officers, Directors and
  employees of the Company for moving expenses, including the cost of procuring
  housing. Such loans shall be limited to $25,000.00 per individual upon
  unanimous consent of the Board of Directors.



The Corporation shall indemnify any person who was or is a
    party or is threatened to being made a party to any proceeding, whether
    civil, criminal, administrative or investigative (other than an action by or
    in the right of the Corporation) by reason of the fact that such person is
    or was a Director, Trustee, Officer, employee or agent of the Corporation,
    or is or was serving at the request of the Corporation as a Director,
    Trustee, Officer, employee or agent of another corporation, partnership,
    joint venture, trust or other enterprise, against expenses (including
    attorneys' fees), judgment, fines and amounts paid in settlement actually
    and reasonably incurred by such person in connection with such action, suit
    or proceeding if such person acted in good faith and in a manner such person
    reasonably believed to be in or not opposed to the best interests of the
    Corporation, and with respect to any criminal action or proceeding, had no
    reasonable cause to believe such person's conduct was unlawful. The
    termination of any action, suit or proceeding by judgment, order,
    settlement, conviction, or upon a plea of nolo contendere or its equivalent,
    shall not, of itself, create a presumption that the person did not act in
    good faith and in a manner which such person reasonably believed to be in or
    not opposed to the best interests of the Corporation, and with respect to
    any criminal action proceeding, had reasonable cause to believe that such
    persons conduct was unlawful.

The Corporation shall indemnify any person who was or is a
    party or is threatened to be made a party to any threatened, pending or
    completed action or suit by or in the right of the Corporation to procure a
    judgment the Corporation favour by reason of the fact that such person is or
    was a Director, Trustee, Officer, employee or agent of the Corporation, or
    is or was serving at the request of the Corporation as a Director, Trustee,
    Officer, employee or agent of another corporation, partnership, joint
    venture, trust or other enterprise, against expenses (including attorney's
    fees) and amount paid in settlement actually and reasonably incurred by such
    person in connection with the defence or settlement of such action or suit
    if such person acted in good faith and in a manner such person reasonably
    believed to be in or not opposed to the best interests of the Corporation,
    and, with respect to amounts paid in settlement, the settlement of the suit
    or action was in the best interests of the Corporation; provided, however,
    that no indemnification shall be made in respect of any claim, issue or
    matter as to which such person shall have been adjudged to be liable for
    gross negligence or wilful misconduct in the performance of such person's
    duty to the Corporation unless and only to the extent that, the court in
    which such action or suit was brought shall determine upon application that,
    despite circumstances of the case, such person is fairly and reasonably
    entitled to indemnity for such expenses as such court shall deem proper. The
    termination of any action or suit by judgment or settlement shall not, of
    itself, create a presumption that the person did not act in good faith and
    in a manner which such person reasonably believed to be in or not opposed to
    the best interests of the Corporation.

To the extent that a Director, Trustee, Officer, employee
    or Agent of the Corporation has been successful on the merits or otherwise,
    in whole or in part in defence of any action, suit or proceeding referred to
    in paragraphs .01 and .02 above, or in defence of any claim, issue or matter
    therein, such person shall be indemnified against expenses (including
    attorneys' fees) actually and reasonably incurred by such person in
    connection therewith.

Any indemnification under paragraphs .01 and .02 above
    (unless ordered by a court) shall be made by the Corporation only as
    authorized in the specific case upon a determination that indemnification of
    the Director, Trustee, Officer, employee or agent is proper in the
    circumstances because such person has met the applicable standard of conduct
    set forth in paragraphs .01 and .02 above. Such determination shall be
    made:

1. by the Board of Directors of the Corporation by a majority vote of a
      quorum consisting of Directors who were not parties to such action, suit
      or proceeding; or
2. if such a quorum is not obtainable, by a majority vote of the
      Directors who were not parties to such action, suit or proceeding; or
3. by independent legal counsel (selected by one or more of the
      Directors, whether or not a quorum and whether or not disinterested) in a
      written opinion; or
4. by the Shareholders.

Anyone making, such a determination under this paragraph
    .04 may determine that a person has met the standards therein set forth as
    to some claims, issues or matters but not as to others, and may reasonably
    prorate amounts to be paid as indemnification.

Expenses incurred in defending civil or criminal action,
    suit or proceedings shall be paid by the Corporation, at any time or from
    time to time inadvance of the final disposition of such action, suit
    or proceeding as authorized in the manner provided in paragraph .04 above
    upon receipt of an undertaking by or on behalf of the Director, Trustee,
    Officer, employee or agent to repay such amount unless it shall ultimately
    be by the Corporation is authorized in this Section.

The indemnification provided in this section shall not be
    deemed exclusive of any other rights to which those indemnified may be
    entitled under any law, bylaw, agreement, vote of shareholders or
    disinterested Directors or otherwise, both as to action in such person's
    official capacity and as to action in another capacity while holding such
    office, and shall continue as to a person who has ceased to be a Director,
    Trustee, Officer, employee or agent and shall inure to the benefit of the
    heirs, executors, and administrators of such a person.

The Corporation shall have the power to purchase and
    maintain insurance on behalf of any person who is or was a Director,
    Trustee, Officer, employee or agent of the Corporation, or is or was serving
    at the request of the Corporation as a Director, Trustee, Officer, employee
    or agent of another corporation, partnership, joint venture, trust or other
    enterprise, against any liability assessed against such person in any such
    capacity or arising out of such person's status as such, whether or not the
    corporation would have the power to indemnify such person against such
    liability.

For purposes of this section, references to the "Corporation"
  shall include, in addition to the Corporation, a constituent corporation
  (including any constituent of a constituent) absorbed in a consolidation or
  merger which, if its separate existence had continued, would have had the
  power and authority to indemnify its Directors, Trustees, Officers, employees
  or agents, so that any person who is or was a Director, Trustee, Officer,
  employee or agent of such constituent corporation or of any entity a majority
  of the voting stock of which is owned by such constituent corporation or is or
  was serving at the request of such constituent corporation as a Director,
  Trustee, Officer, employee or agent of the corporation, partnership, joint
  venture, trust or other enterprise, shall stand in the same position under the
  provisions of this Section with respect to the resulting or surviving
  Corporation as such person would have with respect to such constituent
  corporation if its separate existence had continued.



These Bylaws may be amended, altered, or repealed at any
    regular or special meeting of the shareholders if notice of the proposed
    alteration or amendment is contained in the notice of the meeting.

These Bylaws may be amended, altered, or repealed by the
  affirmative vote of a majority of the entire Board of Directors at any regular
  or special meeting of the Board.

The fiscal year of the Corporation shall be set by resolution
  of the Board of Directors.

The rules contained in the most recent edition of Robert's
  Rules of Order, Newly Revised, shall govern all meetings of shareholders and
  Directors where those rules are not inconsistent with the Restated Articles of
  Incorporation, Bylaws, or special rules or order of the Corporation.

If any salary, payment, reimbursement, employee fringe benefit,
expense allowance payment, or other expense incurred by the Corporation for the
benefit of an employee is disallowed in whole or in part as a deductible expense
of the Corporation for Federal Income Tax purposes, the employee shall reimburse
the Corporation, upon notice and demand, to the full extent of the disallowance.
This legally enforceable obligation is in accordance with the provisions of
Revenue Ruling 69-115, 1969-1 C.B. 50, and is for the purpose of entitling such
employee to a business expense deduction for the taxable year in which the
repayment is made to the Corporation. In this manner, the Corporation shall be
protected from having to bear the entire burden of disallowed expense
items.

I HEREBY CERTIFY that the foregoing is a full, true and correct
copy of the Bylaws of Pluristem Life Systems, Inc., a Nevada corporation, as in
effect on the date hereof.

WITNESS my hand this 2nd day of October, 2003.

/s/ Irit ArbelPresident

/s/ Harvey Lawson Secretary