AMENDMENT TO THE BY-LAWS

                                       OF

                           MEDISYS TECHNOLOGIES, INC.
                      (Formerly Whitewater Products, Ltd.)

         Pursuant to Articles XI of the By-Laws of Medisys  Technologies,  Inc.,
(formerly Whitewater  Products,  Ltd.), the undersigned hereby certify that at a
duly constituted Special Meeting of Directors of MEDISYS TECHNOLOGIES, INC. held
on the 7th day of June 2000, the By-Laws were amended as set forth hereinafter:

                                    ARTICLE I
                                    OFFICERS

         Section 1. The Corporate Officers of Medisys  Technologies,  Inc. shall
be the  Chairman  of the Board  (hereinafter  "Chairman"),  the Chief  Executive
Officer,  the President,  the Secretary and the Treasurer,  any of which offices
may be combined and held by the same person.

         The officers shall be elected annually by the Board of Directors at its
first meeting following the annual meeting.

         The duties of the officers shall be as follows:

         Chairman of the Board:  The Chairman of the Board shall  preside at all
         meetings of the stockholders and directors and shall perform such other
         duties as may be described in these By-laws or by Contract.

         Chief Executive Officer:  The Chief Executive Officer shall oversee the
         strategic  direction of the business of the corporation,  and shall see
         that all orders and  resolutions  of the Board are carried  into effect
         and shall have the power to execute all  contracts  which are customary
         and necessary to the usual course of business of the Company.

         President:  The President shall be the Chief  Operating  Officer of the
         Corporation  who  shall  be  responsible  for the  general  and  active
         management of the business of the  Corporation.  The President shall be
         responsible  to the Board of  Directors  through  the  Chief  Executive
         Officer.  The  President/Chief  Operating Officer shall be empowered to
         execute all contracts  which are customary and necessary to conduct the
         usual  course  of the  business  of the  Corporation,  subject  to such
         limitations  as may  be  imposed  by the  Board  of  Directors  through
         contract or resolution.

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         Secretary:  The  Secretary,  when  requested to do so, shall attend all
         meetings  of the  corporation  and of the Board of  Directors  and keep
         minutes of the proceedings  thereof. The Secretary shall give notice of
         all  meetings  of the  corporation,  of the Board of  Directors  and of
         Committees.  The  Secretary  shall attend all meetings of the Board and
         all meetings of the  stockholders  and record all votes and the minutes
         of all  proceedings  in a book to be kept for that  purpose;  and shall
         perform  like duties for the standing  committees  when  required.  The
         Secretary shall give or cause to be given notice of all meetings of the
         stockholders  and of the Board of  Directors,  and shall  perform  such
         other  duties  as may from time to time be  determined  by the Board of
         Directors.  The  Secretary  shall keep in safe  custody the seal of the
         corporation  and,  when  authorized  by the  Board,  affix  same to any
         instrument  requiring it, and when so affixed,  it shall be attested by
         the Secretary's signature.

         Treasurer:  The  Treasurer  shall  have  charge  of  all  funds  of the
         corporation and of its disbursement under the direction of the Board of
         Directors. The Treasurer shall keep a record of all monies received and
         paid out,  making a report of same to the  Board of  Directors  at each
         regular  meeting thereof and whenever may be prescribed by the Board of
         Directors.  The Treasurer  shall be under the  supervision of and shall
         also  perform  such other and further  duties as may be assigned by the
         Board.

         Section 2. The compensation of all Corporate Officers in excess of that
stated in Article II, Section 5 of these By-Laws, shall be fixed by the Board of
Directors or by contract.

         Section 3. The Board may appoint  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.

         Section 4. The  officers of the  corporation  shall hold  office  until
their  successors are chosen and qualify in their stead. Any officers elected or
appointed  by  the  Board  of  Directors  may be  removed  at  any  time  by the
affirmative vote of a majority of the whole Board of Directors. If any office of
any officer or officers  becomes  vacant for any  reason,  the vacancy  shall be
filled by the affirmative vote of the majority of the whole Board of Directors.

         Section  5.  In  the  case  of  the  absence  of  any  officer  of  the
corporation,  or for other reasons that the Board may deem sufficient, the Board
may delegate for the time being,  the powers or duties,  of the said officers to
any other  officer or to any  director,  provided a majority of the entire Board
concurs therein.

                                   ARTICLE II
                               BOARD OF DIRECTORS

         Section 1. The Board of  Directors  shall be  composed of not less than
three nor more than twelve directors,  who may or may not be shareholders of the
corporation  and who shall be elected  annually as provided in the charter.  The
number of directors may be increased or decreased  during the 12 months  between
elections  within  the  limits  provided  above  by a  majority  vote and at the
discretion  of the  directors.  The length and terms of service of the directors
may also be altered by a majority vote of the Board.

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         Section 2. The Board of Directors  shall be charged with overseeing the
management of all of the affairs of the  corporation,  subject to the provisions
of its charter and by-laws.

         Section  3.  For  the  purpose  of  transacting  the  business  of this
corporation during the intervals between the meetings of the Board of Directors,
the Chairman,  President and Secretary shall constitute the Executive Committee,
with full authority to act by majority vote.

         Section 4.  Regular  meetings of the Board of  Directors  shall be held
quarterly  at such  time  and  place as the  directors  may  determine.  Special
meetings of the Board may be called by the  Chairman or  Secretary  on three (3)
days notice to each  director,  either  personally,  by mail,  by telegram or by
facsimile (fax)  transmission.  Special meetings shall be called by the Chairman
or  Secretary  in like  manner and on like  notice on the  written  request of a
majority of the Directors.

         Section  5.  Unless  otherwise  provided  for in an  executive  officer
employment contract or in a resolution under Article I, section 2, hereinbefore,
compensation for service on the Board of Directors shall be as follows:

         Chairman:         $1,000 per month
         Secretary:          $700 per non-meeting  month
                           $1,000 per meeting month
         Treasurer:          $400 per non-meeting month
                             $600 per meeting month
         Directors:        $1,000 per meeting attended in person or by telephone
                                  if approved by the Board.

All reasonable travel expenses will also be paid to directors attending meetings
outside of their home city. Approval of reasonable expenses shall be by majority
vote of the Board of Directors

         The compensation set forth in the Section may be amended at any meeting
of the Board of Directors without amendment of this article.

         Section 6. A Majority of the directors shall constitute a quorum of the
Board.

         Section 7. In addition to the powers and  authorities  by these by-laws
expressly conferred upon it, the Board of Directors 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 these by-laws directed or required to be
exercised or done by the stockholders.

         Section 8. Indemnity. The corporation shall indemnify and hold harmless
each director and officer now or hereafter  serving the corporation or who shall
have served the  corporation  while  "Article II,  Section 7" Indemnity of these
By-Laws was in effect  (said  section  being simply  reenacted  herein) from and
against any and all claims and  liabilities  to which they may be or have become
subject  by reason  of them now,  hereafter  being or having  heretofore  been a
director or officer of the corporation and/or by reason of their alleged acts or
omissions as such director or officers,  whether or not they continue to be such

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officer or director at the time when any such claim or  liability  is  asserted,
and shall  reimburse  each director and officer for all legal and other expenses
reasonably incurred by them in connection with defending any and all such claims
or liabilities,  including  amounts paid or agreed to be paid in connection with
reasonable  settlements made before final  adjudication with the approval of the
Board of Directors,  whether or not they continue to be such director or officer
at the time such expenses are incurred;  provided,  however, that no director or
officer shall be  indemnified  against any claim or liability  arising out their
own  negligence  or  willful  misconduct  or shall  be  indemnified  against  or
reimbursed  for any  expenses  incurred in  defending  any or all such claims or
liability or in settling the same,  unless,  in the judgment of the directors of
the corporation, the director or officer against whom such claim or liability is
asserted has not been guilty of negligence or willful misconduct.  The foregoing
right to  indemnification  shall not be  exclusive  of other rights to which any
director or officer may be entitled as a matter of law. [The  provisions of this
indemnity  clause are  intended to extend to  officers  and  directors  the most
complete indemnity allowed by law, even if the language of this section does not
explicitly so state.]

                                   ARTICLE III
                                   COMMITTEES

         Section 1. The Chairman may appoint  committees as he or she shall deem
necessary  subject to approval of the Board of Directors.  Whenever the Board of
Directors is not in session,  the committees  appointed by the Chairman may act,
subject to the  ratification  at the next meeting of the Board of Directors,  at
which time the  appointments  made by the  Chairman  may be either  approved  or
disapproved.

                                   ARTICLE IV
                             STOCKHOLDERS' MEETINGS

         Section 1. The annual meeting of the  corporation  shall be held on the
second  Wednesday of may annually at an hour and place  selected by the Board of
Directors.

         Section 2.  Special  meetings of the  corporation  may be called at any
time by a  majority  of the Board of  Directors  and as  provided  in Section 8,
hereinafter.

         Section 3. Immediately  following the adjournment of the annual meeting
of the  corporation,  the newly elected  directors  shall hold a meeting for the
purpose of organization and the transaction of any other business.

         Section 4. Not less than five (5) days  prior to the annual  meeting of
the  corporation,  notice of such meeting shall be mailed to each stockholder at
such address as appears on the books of the Corporation.

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         Section 5. At any meeting of the stockholders, every stockholder having
the right to vote, shall be entitled to vote in person, or by proxy appointed by
an  instrument  in  writing  signed by such  stockholder  in a form set forth or
approved  by  the  Corporation  in  its  notice  and/or  proxy  statement.  Each
stockholder  shall have one vote for each share of stock  having  voting  power,
registered  in the name of said  stockholder  on the  books of the  corporation,
except where the transfer books of the  corporation  shall have been closed or a
date  shall have been  fixed as a date of record  for the  determination  of its
stockholders entitled to vote.

         Section 6. Written notice of the annual meeting shall be mailed to each
stockholder  entitled  to  vote  thereat  at  such  address  as  appears  on the
shareholder's  list as of the record date set by the corporation,  at least five
(5) days prior to the meeting.

         Section 7. A complete list of the stockholders  entitled to vote at the
ensuing election,  arranged in alphabetical order, with the address of each, and
the number of voting  shares held by each as of the record date set by the Board
of  Directors,  shall be prepared by the Secretary and filed in the office where
the  election is to be held,  at least ten (10) days before  every  election and
shall at all times,  during the usual  hours of  business,  and during the whole
time of said election, be open to the examination of any stockholder.

         Section 8. In accordance with article 16-10a-706 of the Statutes of the
State of Utah,  special meetings of the stockholders for any purpose or purposes
including,  but not limited  to, the  election  or removal of  directors  may be
called by the  Chairman  and shall be called by the Chairman or Secretary at the
request  in writing of  stockholders  owning a majority  in amount of the entire
capital stock of the corporation  issued and outstanding,  and entitled to vote.
Such request shall state the purpose or purposes of the proposed meetings. It is
the intention of this Section, "8", that the "minimum requirements" set forth in
Utah Statute Article 16-10a-702 be set at 50% plus one vote.

         Section  9.  Business  transacted  at all  special  meetings  shall  be
confined to the objects  stated in the call.  If the meeting is one requested by
stockholders, the purpose or purposes shall be the object stated in the call.

         Section  10.  Written  notice of a  special  meeting  of  stockholders,
stating the time and place and object thereof, shall be mailed, postage prepaid,
at least five (5) days before such meeting, to each stockholder entitled to vote
thereat at such address as appears on the books of the corporation.

         Section 11. Order of business at  stockholders'  meetings  shall be, as
far as applicable and practicable, as follows:

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a)       organization;

b)       if an  annual  meeting,  or a  meeting  called  for that  purpose,  the
         election of directors;

c)       submission  by the  Secretary,  or by Inspectors if any shall have been
         elected or  appointed,  of the list of  stockholders  entitled to vote,
         present in person or by proxy;

d)       proof of notice of meeting or of waivers  thereof (the  certificate  of
         the Secretary of the corporation,  or the affidavit of any other person
         who mailed the notice or caused the same to be mailed,  being  proof of
         services of notice by mail) if an annual  meeting,  or a meeting called
         for that purpose,  reading of unapproved minutes of preceding meetings,
         and action thereon;

e)       reports;

f)       unfinished business;

g)       new business;

h)       adjournment

         Section 12.

a)       Stockholders who intend to present proposals at the annual meeting must
         submit their proposals to the Secretary of the Company on or before the
         January 5th of the year in which said meeting is held.
b)       The  Board  of  Directors   will  consider   nominees   recommended  by
         stockholders  who submit a notice of nomination to the Company at least
         60 days but not more than 90 days prior to the first anniversary of the
         preceding year's annual meeting.  Such notice shall contain appropriate
         data  with  respect  to the  suggested  candidate  in  order to make an
         informed decision as to qualifications of the person.
c)       No slate of  directors,  other  than  that  nominated  by the  Board of
         Directors  shall be  considered  at the annual  meeting or any  special
         meeting  to elect  directors  unless  properly  noticed  and  mailed in
         accordance with the proxy rules, so that all shareholders  will have at
         least 10 days notice of such action.

                                    ARTICLE V
                              CERTIFICATES OF STOCK

         The  certificates  of stock of the  corporation  shall be numbered  and
shall be entered in the books of the corporation as they are issued.  They shall
exhibit  the  holder's  name and  number  of  shares  and shall be signed by the
Chairman and Secretary.

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                                   ARTICLE VI
                             REGISTERED STOCKHOLDERS

         The corporation  shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and accordingly shall not
be bound to recognize  any equitable or other claim to or interest in such share
on the part of any other  person,  whether or not it shall have express or other
notice thereof, save as expressly provided by the laws of Louisiana or Utah.

                                   ARTICLE VII
                               LOSS OF CERTIFICATE

         Any person  claiming  a  certificate  of stock to be lost or  destroyed
shall make an affidavit or  affirmation of that fact, and the Board of Directors
may, in its discretion,  require the owner of the lost or destroyed  certificate
or the legal representative thereof, to give the corporation a bond, in such sum
as the Board of  Directors  of the  corporation  may  require to  indemnify  the
corporation  against  any claim  that may be made  against  it on account of the
alleged loss of any such  certificate;  a new  certificate of the same tenor and
for the same number of shares as the one alleged to be lost or destroyed  may be
issued without  requiring a bond, when, in the judgment of the directors,  it is
proper to do so.

                                  ARTICLE VIII
                                     CHECKS

         All Checks, drafts 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.

                                   ARTICLE IX
                                    DIVIDENDS

         The  corporate  seal,  if adopted,  of the  Corporation  will have such
designs features and bear such language as the Board of Directors approve.

                                    ARTICLE X
                                   AMENDMENTS

         These by-laws may be altered or amended or repealed by the  affirmative
vote of a majority  of the stock  issued and  outstanding  and  entitled to vote
thereat,  at any regular or special meeting of the stockholders  called for that
purpose, or by the affirmative vote of a majority of the Board of Directors,  at
any regular or special  meeting of the Board called for that purpose,  provided,
however,  that no changes  of the time or place for the  election  of  directors
shall be made within sixty (60) days preceding the day on which such election is
to be  held,  and  that in case of any  change  of such  time of  place,  notice
therefor shall be given to each stockholder in person or by letter mailed to his
last known post office address, at least twenty (20) days before the election is
held.

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         IN WITNESS  WHEREOF,  this Amendment to the By-Laws is hereby  executed
this 7th day of June, 2000.


                                         By: /s/ EDWARD P. SUTHERLAND
                                         ---------------------------------------
                                                 EDWARD P. SUTHERLAND, C.E.O.


                                         By: /s/ WILLIAM DAVID KIESEL
                                         ---------------------------------------
                                                 WILLIAM DAVID KIESEL, SECRETARY

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