AMENDED AND RESTATED BYLAWS

                               for the regulation

                                       of

                          HORIZON VISION CENTERS, INC.

              (a Nevada corporation incorporated January 30, 1996)

                       ARTICLE I - MEETING OF STOCKHOLDERS

         Section 1. ANNUAL  MEETINGS.  The annual meeting of the stockholders of
the corporation shall be held once each year at such place within or without the
State of Nevada as shall be  designated  by the Board of  Directors,  and if not
designated by the Board,  then as designated by the Chairman of the Board or the
President,  for the purpose of electing  directors of the  corporation  to serve
during the ensuing year and for the transaction of such other business as may be
properly  brought before the annual meeting.  The annual meeting of stockholders
shall be held during the fifth or sixth month  following  the  conclusion of the
corporation's  fiscal year on such date which is not a weekend or legal holiday,
and at such time, as shall be  designated by the Board of Directors,  and if not
designated by the Board,  then as designated by the Chairman of the Board or the
President, for the purpose.

         Section 2. SPECIAL  MEETINGS.  Special meetings of the stockholders may
be held at the principal office of the corporation,  within or without the State
of Nevada,  whenever  called by the Board of  Directors  by the  Chairman of the
Board,  or by  the  President  of the  corporation,  only  for  the  purpose  of
transacting  such  business as shall be  specified in the notice of such special
meeting which may provide,  however, for the transaction of other matters as may
be properly brought before the special meeting.

         Section 3. NOTICE OF ANNUAL OR SPECIAL MEETINGS. Written notice of each
annual or special meeting of stockholders  shall be given not less than ten (10)
nor more than sixty (60) days before the date of the meeting to each stockholder
entitled to vote  thereat.  Such notice shall state the place,  date and hour of
the meeting and (i) in the case of a special meeting,  the general nature of the
business to be transacted,  and no other business may be transacted,  or (ii) in
the case of the annual  meeting,  the  election  of  directors  and those  other
matters  which the Board,  at the time of the mailing of the notice,  intends to
present  for  action by the  stockholders,  but  subject  to the  provisions  of
applicable  law,  any proper  matter may be  presented  at the  meeting for such
action.  The notice of any meeting at which  directors  are to be elected  shall
include the names of nominees intended at the time of the notice to be presented
by management for election.

         Notice of a stockholders'  meeting shall be given either  personally or
by mail or by other means of written communication, addressed to the stockholder
at the address of such stockholder  appearing on the books of the corporation or
given by the stockholder to the corporation for the purpose of notice, or, if no
such address appears or is given, at the place where the principal office of the
corporation  is located,  either  within or without  the State of Nevada,  or by
publication at least once in a newspaper of general circulation in the county in
which the  principal  office is located.  Notice by mail shall be deemed to have
been given at the time a written notice is deposited in the United States mails,
postage prepaid.  Any other written notice shall be deemed to have been given at
the time it is personally delivered to the recipient or is delivered to a common
carrier for  transmission,  or  actually  transmitted  by the person  giving the
notice by electronic means, to the recipient.

         Section 4.  QUORUM AND  REQUIRED  APPROVALS.  A majority  of the shares
entitled to vote,  represented in person or by proxy,  shall constitute a quorum
at any meeting of stockholders.  If a quorum is present, the affirmative vote of
a majority of the shares  represented  and voting at the meeting  (which  shares
voting affirmatively also constitute at least a majority of the required quorum)
shall be the act of the  stockholders,  unless  the vote of a greater  number or
voting by classes is  required  by law or by the  Articles,  except as  provided
below in this  Section 4 and in Section 5 of this Article I. Except with respect
to the matters  listed  below  which  require  the  approval by at least  eighty
percent (80%) of the shares entitled to vote, the stockholders present at a duly
called or held  meeting at which a quorum is present may continue to do business
until  adjournment,  notwithstanding  the withdrawal of enough  stockholders  to
leave less than a quorum,  if any  action  taken  (other  than  adjournment)  is
approved by at least a majority of the shares required to constitute a quorum.

         Notwithstanding  the  foregoing,  the following  acts and  transactions
shall require the affirmative  vote of not less than eighty percent (80%) of the
shares entitled to vote, represented in person or by proxy:

(a) Unless pursuant to any contractual agreement to which the Company is a party
on the date of adoption of these  Amended and Restated  Bylaws,  any issuance of
any  capital  stock of the  corporation  (or  rights to acquire  capital  stock,
through conversion, exchange, exercise of options or otherwise);

(b) Unless pursuant to any contractual agreement to which the Company is a party
on the date of adoption of these Amended and Restated Bylaws,  any redemption of
any shares of capital stock of the corporation by the corporation;

(c)      The sale of all or substantially all of the assets of the corporation;

(d)      Any merger or reorganization of or by the corporation;

(e)      Liquidation or dissolution of the corporation; and

(f)      Any amendment to these Bylaws or to the Articles.

         Section 5.  ADJOURNED  MEETINGS AND NOTICE  THEREOF.  Any  stockholders
meeting,  whether or not a quorum is present, may be adjourned from time to time
by the vote of a  majority  of the  shares  represented  either  in person or by
proxy,  but in the absence of a quorum  (except as provided in Section 4 of this
Article) no other business may be transacted at such meeting.

         It shall not be  necessary  to give any notice of the time and place of
the adjourned meeting or of the business to be transacted thereat, other than by
announcement  at the  meeting  at which  such  adjournment  is taken;  provided,
however, when any stockholders meeting is adjourned for more than 45 days or, if
after adjournment a new record date is fixed for the adjourned  meeting,  notice
of the adjourned meeting shall be given as in the case of an original meeting.

         Section 6. VOTING.  The stockholders  entitled to notice of any meeting
or to vote at any such meeting shall be only persons in whose names shares stand
on the stock  records  of the  corporation  on the  record  date  determined  in
accordance with Section 7 of this Article.

         Elections  of  directors  and other  voting on  proposal  presented  to
stockholders  meeting  need  not be by  ballot  if  dispensed  by  the  meeting;
provided,  however,  that all elections for directors and other  proposals to be
voted upon must be by ballot upon demand made by any  stockholder at the meeting
and before the voting begins.

         In any  election  of  directors,  the  provisions  of  Article II shall
control.

         Except  as  otherwise  set  forth in  Article  II with  respect  to the
election of Directors, voting shall in all cases be subject to the provisions of
Section  78.355  of the  Nevada  General  Corporation  Law and to the  following
provisions:

         (a) Subject to clause (g), shares held by an  administrator,  executor,
guardian,  conservator or custodian may be voted by such holder either in person
or by proxy,  without a transfer  of such  shares into the  holder's  name;  and
shares standing in the name of a trustee may be voted by the trustee,  either in
person or by proxy, but no trustee shall be entitled to vote shares held by such
trustee without a transfer of such shares into the trustee's name.

         (b)  Shares  standing  in the name of a  receiver  may be voted by such
receiver,  and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into the receiver's name if authority
to do so is  contained  in the order of the  court by which  such  receiver  was
appointed.

         (c) Except where otherwise agreed in writing between the parties with a
copy furnished to the corporation,  a stockholder whose shares are pledged shall
be entitled to vote such shares until the shares have been  transferred into the
name of the pledgee,  and  thereafter  the pledgee shall be entitled to vote the
shares so transferred.

         (d)  Shares  standing  in the  name of a  minor  may be  voted  and the
corporation may treat all rights  incident  thereto as exercisable by the minor,
in person or by proxy,  whether or not the  corporation  has  notice,  actual or
constructive,  of the nonage, unless a guardian of the minor's property has been
appointed and written notice of such appointment given to the corporation.

         (e) Shares  standing  in the name of another  corporation,  domestic or
foreign,  may be voted by such officer,  agent or  proxyholder as the by-laws of
such other  corporation may prescribe or, in the absence of such  provision,  as
the Board of  Directors  of such  other  corporation  may  determine  or, in the
absence of such  determination,  by the chairman of the board,  president or any
vice president of such other  corporation,  or by any other person authorized to
do so by the  chairman of the board,  president  or any vice  president  of such
other corporation. Shares which are purported to be voted or any proxy purported
to be  executed  in the name of a  corporation  (whether or not any title of the
person signing is indicated) shall be presumed to be voted or the proxy executed
in accordance with the provisions of this clause, unless the contrary is shown.

          (f) Shares of the  corporation  owned by any  subsidiary  shall not be
     entitled to vote on any matter.

         (g) Shares held by the corporation in a fiduciary capacity,  and shares
of the issuing corporation held in a fiduciary capacity by any subsidiary, shall
not be entitled to vote on any matter,  except to the extent that the settlor or
beneficial  owner  possesses  and  exercises  a right  to  vote  or to give  the
corporation binding instructions as to how to vote such shares.

         (h) If shares  stand of  record  in the  names of two or more  persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
husband  and  wife  as  community  property,  tenants  by the  entirety,  voting
trustees,  persons  entitled to vote under a  stockholder  voting  agreement  or
otherwise,  or if two or more  persons  (including  proxyholders)  have the same
fiduciary  relationship  respecting the same shares, unless the Secretary of the
corporation is given written notice to the contrary and is furnished with a copy
of the instrument or order appointing them or creating the relationship  wherein
it is so provided,  their acts with  respect to voting shall have the  following
effect:

                  (i)      If only one votes, such acts binds all;

                    (ii) If more  than  one  vote,  the act of the  majority  so
               voting binds all;

                  (iii) If more than one vote,  but the vote is evenly  split on
any  particular  matter,  each  faction  may vote  the  securities  in  question
proportionately.

If the instrument so filed or the registration of the shares shows that any such
tenancy is held in unequal  interests,  a majority or even split for the purpose
of this Section shall be a majority or even split in interest.

         Section 7. RECORD  DATE.  The Board may fix, in advance,  a record date
for the  determination of the stockholders  entitled to notice of any meeting or
to vote or entitled to receive payment of any dividend or other distribution, or
any  allotment of rights,  or to exercise  rights in respect of any other lawful
action. The record date so fixed shall be not more than 60 days nor less than 10
days prior to the date of the  meeting  nor more than 60 days prior to any other
action.  When a record dates is so fixed,  only  stockholders  of record on that
date are  entitled  to notice of and to vote at the  meeting or to  receive  the
dividend, distribution, or allotment of rights, or to exercise of the rights, as
the case may be,  notwithstanding  any  transfer  of  shares on the books of the
corporation  after the record date. 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  unless the Board  fixes a new record  date for the
adjourned  meeting.  The Board  shall fix a new  record  date if the  meeting is
adjourned for more than forty-five (45) days.

         If no  record  date  is  fixed  by  the  Board,  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  business  day  next
preceding the day on which notice is given or, if notice is waived, at the close
of business on the business day next  preceding  the day on which the meeting is
held. The record date for  determining  stockholders  for any purpose other than
set forth in this Section 7 or Section 9 of this Article I shall be at the close
of  business  on the day on which  the  Board  adopts  the  resolution  relating
thereto,  or the sixtieth day prior to the date of such other action,  whichever
is later.

         Section 8. CONSENT OF  ABSENTEES.  The  transactions  of any meeting of
stockholders,  however  called and noticed,  and wherever  held, are as valid as
though had at a meeting duly held after regular call and notice,  if a quorum is
present  either  in  person  or by  proxy,  and if,  either  before or after the
meeting,  each of the  persons  entitled  to vote,  not  present in person or by
proxy,  signs a written  waiver of notice,  or a consent  to the  holding of the
meeting or an approval of the minutes  thereof.  All such  waivers,  consents or
approvals  shall  be  filed  with the  corporate  records  or made a part of the
minutes of the meeting.  Attendance of a person at a meeting shall  constitute a
waiver  of  notice of and  presence  at such  meeting,  except  when the  person
objects,  at the beginning of the meeting,  to the  transaction  of any business
because  the  meeting  is not  lawfully  called  or  convened  and  except  that
attendance  at a  meeting  is  not a  waiver  of  any  right  to  object  to the
consideration  of matters  required by the Nevada General  Corporation Law to be
included in the notice but not so included,  if such objection is expressly made
at the meeting.  Neither the business to be transacted at nor the purpose of any
regular or special  meeting of  stockholders  need be  specified  in any written
waiver of notice,  consent  to the  holding of the  meeting or  approval  of the
minutes thereof.

         Section 9. ACTION  WITHOUT  MEETING.  Subject to Section  78-320 of the
Nevada General  Corporation Law, any action which,  under any provision of these
Bylaws of the  Nevada  General  Corporation  Law,  may be taken at any annual or
special  meeting of  stockholders,  may be taken  without a meeting  and without
prior notice of a consent in writing,  setting forth the action so taken,  shall
be signed by the holders of outstanding  shares 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  thereon  were  present and voted.
Unless a record  date for voting  purposes  be fixed as provided in Section 7 of
this  Article,  the record date for  determining  stockholders  entitled to give
consent  pursuant to this  Section 7, when no prior action by the Board has been
taken,  shall be the day on which  the first  written  consent  is given.  In no
instance  where  action is  authorized  by  written  consent  need a meeting  of
stockholders  be called or notice given.  The written consent must be filed with
the minutes of proceedings of the stockholders of the corporation.

         Section 10. PROXIES. Every person entitled to vote shares has the right
to do so  either in person  or by one or more  persons  authorized  by a written
proxy executed by such stockholder and filed with the Secretary.  Any proxy duly
executed is not revoked and  continues in full force and effect until revoked by
the person executing it prior to the vote pursuant thereto.  Such revocation may
be  effected  either,  (i)  by a  writing  delivered  to  the  Secretary  of the
Corporation  stating  that the  proxy is  revoked,  (ii) by a  subsequent  proxy
executed by the person  executing  the prior proxy and presented to the meeting,
or (iii) by  attendance  at the  meeting  and  voting in  person  by the  person
executing the prior proxy and  presented to the meeting,  or (iii) by attendance
at the meeting and voting in person by the person executing the proxy; provided,
however, that no proxy shall be valid after the expiration of eleven months from
the date of its execution unless otherwise provided in the proxy.

         Section  11.   INSPECTORS  OF  ELECTION.   In  advance  of  or  at  the
commencement  of any meeting of  stockholders,  the Board or the Chairman of the
Board  may  appoint  inspectors  of  election  to act at  such  meeting  and any
adjournment  thereof.  If inspectors of election be not so appointed,  or if any
persons so  appointed  fail to appear or refuse to act, the chairman of any such
meeting may, and on the request of any stockholder or stockholder's proxy shall,
make such  appointment at the meeting.  The number of inspectors shall be either
one or  three.  If  appointed  at a  meeting  on  the  request  of  one or  more
stockholders or proxies,  the majority of shares present shall determine whether
one or three inspectors are to be appointed.

         The duties of such inspectors shall include:  determining the number of
shares  outstanding  and the  voting  power  of  each;  determining  the  shares
represented at the meeting;  determining the existence of a quorum;  determining
the authenticity,  validity and effect of proxies;  receiving votes,  ballots or
consents;  hearing and  determining  all  challenges  and  questions  in any way
arising in connection with the right to vote;  counting and tabulating all votes
or consents; determining when the polls shall close; determining the result; and
doing such acts as may be proper to conduct the  election or vote with  fairness
to all  stockholders.  If there are three inspectors of election,  the decision,
act or  certificate  of a majority is effective in all respects as the decision,
act or certificate of all.

         Section 12.  STOCKHOLDERS  LIST. At each meeting of the  stockholders a
full,  true and complete list, in alphabetical  order,  of all the  stockholders
entitled to vote at such meeting,  and  indicating  the number of shares held by
each,  certified  by the  Secretary of the  corporation  or by any employee of a
Transfer Agent duly  appointed to act as such by the Board,  shall be furnished.
Only the persons in whose names shares of stock are  registered  on the books of
the corporation on the record date for the meeting,  as evidenced by the list of
stockholders so furnished, shall be entitled to attend and vote at such meeting.
Proxies and powers of attorney to vote must be filed with the  Secretary  of the
corporation before an election or a meeting of the stockholders,  or they cannot
be used at such election or meeting.

         Section 13. CONDUCT OF MEETINGS. The Chairman of the Board, if there be
such an officer,  or the President  shall preside as chairman at all meetings of
the stockholders. The chairman shall conduct each such meeting in a businesslike
and fair manner,  but shall not be obligated to follow any technical,  formal or
parliamentary  rules or  principles  of  procedure.  The  chairman's  rulings on
procedural  matters shall be conclusive and binding on all stockholders,  unless
at the time of a ruling a request for a vote is made to the stockholders holding
shares  entitled to vote and which are  represented in person or by proxy at the
meeting,  in which case the  decision  of a  majority  of such  shares  shall be
conclusive and binding on all  stockholders.  Without limiting the generality of
the  foregoing,  the chairman shall have all of the powers usually vested in the
chairman of a meeting of stockholders.

                             ARTICLE II - DIRECTORS

         Section  1.  (a)  NUMBER  AND  TERM.  The  Board  of  Directors  of the
corporation  shall  consist of and be fixed at  exactly  five (5)  persons  who,
subject to the provisions  for certain  stockholders  to designate  Directors as
contemplated below, shall be elected by the stockholders annually, at the annual
meeting of the corporation's  stockholders,  and who shall hold office until the
next annual meeting of stockholders  and until their  successors are elected and
shall  qualify.  Pursuant  to certain  contractual  agreements  by and among the
corporation  and  certain  of its  stockholders  pursuant  to  which  Prime  (as
hereinafter  defined) acquired certain of its shares of stock of the corporation
(collectively,  the  "Voting  Agreement"),  two  (2) of the  five  (5)  Director
positions  shall be occupied by  individuals  designated  by a majority  vote of
shares  held  by  stockholders  of the  corporation  excluding  shares  held  by
Prime/BDR  Acquisition,  L.L.C., a Delaware limited  liability company ("Prime")
(and any entity controlled by,  controlling or under common control with Prime),
and the remaining three (3) Director  positions shall be occupied by individuals
designated by Prime. Pursuant to the Voting Agreement, at any time, Prime or all
the other stockholders other than Prime (the "Other Stockholders") designating a
Director shall be entitled,  upon written notice to all other  stockholders,  to
remove and replace any one or more Directors occupying a position subject to its
or their  designation  rights. In the event that less than all of the holders of
any  capital  stock  shall be a party to the Voting  Agreement,  the  provisions
contained  herein shall control;  provided,  however,  that the Voting Agreement
shall be  enforceable  among the parties  thereto  (including  the  corporation)
according  to its terms and shall not be  amended,  altered or  affected  by the
provisions  hereof in any way. The terms of the Voting Agreement shall be deemed
incorporated into these Bylaws for purposes of electing Directors. Any action by
the Other  Stockholders with respect to the election,  removal or replacement of
the two (2) Directors  that may be designated  by the Other  Stockholders  shall
require the  affirmative  vote of Other  Stockholders  holding a majority of the
shares of stock held by all Other Stockholders.

     (b)  QUALIFICATIONS.  Directors  shall be natural  persons age 18 or older.
Directors need not be stockholders of the corporation,  and need not be citizens
of the United States.

         Section  2.  AUTHORITY.  The  Board of  Directors  is  vested  with the
complete and unrestrained  authority in the management of all the affairs of the
corporation, and is authorized to exercise for such purpose as the general agent
of the corporation, its entire corporate authority.

         Section  3.  FILLING  VACANCIES.  When any  vacancy  occurs  among  the
Directors by death, resignation, disqualification, an increase in the authorized
number of directors, or other cause, the stockholders, at any regular or special
meeting,  or at any  adjourned  meeting  thereof,  as  provided  in  the  Voting
Agreement,  shall elect a successor to hold office for the unexpired  portion of
the term of the Director  whose place shall have become  vacant and until his or
her successor shall have been elected and shall qualify.

         Section 4. PLACE AND TIME OF MEETINGS. Meetings of the Directors may be
held at the  principal  office  of the  corporation  designated  by the Board of
Directors,  whether  within or without the State of Nevada or the United States,
at any time set forth in notice of meeting  given as provided  in these  Bylaws.
Meetings of the Directors may also be held elsewhere at such place or places and
at such time or times as the Board of Directors may from time to time determine,
or as shall be set  forth in a notice  of  meeting  given as  provided  in these
Bylaws, unless by special resolution the Board shall restrict or limit the place
or dates and time at which meetings of the Board are to be held.

         Section 5.   ANNUAL, REGULAR AND SPECIAL MEETINGS; NOTICE

         (a) Without  notice or call,  the Board of Directors may hold its first
annual  meeting  for the  year  immediately  after  the  annual  meeting  of the
stockholders  or  immediately  after the  election of  Directors  at such annual
meeting.

         (b) Regular  meetings of the Board of  Directors,  not more  frequently
than once each month, may be held at the principal office of the corporation, or
elsewhere,  as  scheduled by action of the Board of Directors by its Chairman of
the Board or its  President.  Notice of such regular  meetings shall be given by
regular  mail,  by  telephone  if  the  person  is  successfully  contacted,  by
telegraph,  by  facsimile  telephone  written  communication,  or by delivery in
person via courier service, to each Director by the President,  the Secretary or
any  Assistant  Secretary at least ten (10) business days prior to the day fixed
for such meetings;  but no regular  meeting or any action taken thereat shall be
held void or invalid if such notice is not given to any Director that (i) was in
attendance at a meeting of the Board of Directors which fixed the time, date and
place of such regular  meeting of the Board of Directors;  or (ii) waives notice
of the regular  meeting;  or (iii)  attends the regular  meeting in person or by
telephone  conference  call;  or (iv)  executes a consent to action taken at the
meeting after having received the minutes of such regular meeting.

         (c) Special  meetings of the Board of Directors may be held on the call
of the Chairman of the Board,  if there be such an officer,  the President,  the
Secretary or any Assistant  Secretary on at least  seventy-two  (72) hours prior
written notice to all Directors.  Notice of such special meetings shall be given
by regular  mail (but only if mailed at least seven (7)  business  days prior to
such special meeting), by telephone if the person is successfully  contacted, by
telegraph,  by  facsimile  telephone  written  communication,  or by delivery in
person via courier service, to each Director by the President,  the Secretary or
any  Assistant  Secretary;  but no regular  meeting or any action taken  thereat
shall be held void or invalid if such notice is not given to any  Director  that
(i) was in  attendance  at a meeting of the Board of  Directors  which fixed the
time, date and place of such special meeting of the Board of Directors;  or (ii)
waives notice of the special  meeting;  or (iii) attends the special  meeting in
person or by telephone  conference  call;  or (iv)  executes a consent to action
taken at the meeting after having received the minutes of such special meeting.

         (d)  Provided a quorum  shall be  present,  any meeting of the Board of
Directors,  no matter where held,  at which all of the members shall be present,
even though  without  notice,  or of which  notice shall have been waived by all
absentees,  shall be valid for all purposes  unless  otherwise  indicated in the
notice calling the meeting or in the waiver of notice.  Any and all business may
be  transacted  by any  meeting  of the Board of  Directors,  either  regular or
special.

         Section 6. ADJOURNMENT. A majority of the directors present, whether or
not a quorum is present,  may adjourn any directors  meeting to another time and
place.  Notice of the time and place of holding an adjourned meeting need not be
given  to  absent  directors  if the time  and  place  be  fixed at the  meeting
adjourned,  except as provided in the next sentence. If the meeting is adjourned
for more than 24 hours, notice of any adjournment to another time or place shall
be given prior to the time of the  adjourned  meeting to the  directors who were
not present at the time of the adjournment.

         Section 7. PARTICIPATION IN MEETINGS BY CONFERENCE  TELEPHONE.  Members
of the Board may participate in a meeting through use of conference telephone or
similar communications  equipment,  so long as all members participating in such
meeting can hear and speak to one another.

         Section 8. WAIVER OF NOTICE.  Notice of a meeting  need not be given to
any director who signs a waiver of notice or a consent to holding the meeting or
an approval of the minutes thereof,  whether before or after the meeting, or who
attends the meeting.  All such waivers,  consents and  approvals  shall be filed
with the corporate records and made a part of the minutes of the meeting.

         Section 9. ACTION WITHOUT MEETING.  Any action required or permitted to
be taken by the Board may be taken without a meeting if all members of the Board
shall  individually  or  collectively  consent in writing to such  action.  Such
consent or consents  shall have the same effect as a unanimous vote of the Board
and shall be filed with the minutes of the proceedings of the Board.

         Section 10. QUORUM AND VOTING.  A majority of the Board of Directors in
office shall  constitute a quorum for the  transaction  of business,  but at any
meeting of the Board at which there is less than a quorum present, a majority of
those  present may adjourn such meeting from time to time,  until a quorum shall
be  present,  and no notice of' such  adjournment  shall be  required  except as
provided by Section 6 of this Article II. The Board Director may prescribe rules
not in conflict with these  By-Laws for the conduct of its  business.  Except as
otherwise  expressly  set  forth  in these  Bylaws,  the  affirmative  vote of a
majority of the Directors shall  constitute an action validly taken by the Board
of Directors.

         Notwithstanding  the  foregoing,  the following  acts and  transactions
shall require the affirmative  vote of not less than eighty percent (80%) of the
Directors:

(a)  Issuance  of any  capital  stock of the  corporation  (or rights to acquire
     capital  stock,  through  conversion,  exchange,  exercise  of  options  or
     otherwise); and\

(b)  The  election,  removal  or  replacement  of the  President  and CEO of the
     corporation or of any Chairman of the Board;

(c)  Any increase or decrease in the facility  fees charged by the  corporation;
     and

(d)  Appointments  to,  replacements  of, or removals from, the Medical Advisory
     Board established pursuant to the authority set forth in Section 13 of this
     Article.

         Section  11.  PRESUMPTION  OF  ASSENT.  A director  of the  corporation
present at a meeting of the directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken as reflected in the
minutes of the meeting,  unless his abstention from voting or dissenting vote is
entered  in the  minutes  of the  meeting  or unless he shall  file his  written
dissent to such action with the person  acting as the  Secretary  of the meeting
before the  adjournment  thereof.  Such right to dissent  shall not apply to any
director who voted in favor of such action.

         Section 12. COMMITTEES. The Board of Directors shall not have authority
to designate its powers to an Executive  Committee.  The Board of Directors may,
by  resolution  passed by a majority of the whole Board,  designate  one or more
other  committees  of the Board (other than an Executive  Committee)  including,
without limitation,  an Audit Committee and/or a Compensation  Committee,  which
committees, to the extent provided in the resolution or resolutions of the Board
or in the  Bylaws  of the  corporation  as then in  effect,  shall  have and may
exercise the powers of the Board of Directors in the business and affairs of the
corporation,  and may have the power to authorize the seal of the corporation to
be affixed to all papers on which the corporation desires to place its corporate
seal,  if such a corporate  seal shall exist.  Any such  committee or committees
must have such name or names as shall be stated in the Bylaws of the corporation
then in effect or as may be determined  from time to time by resolution  adopted
by the Board.  Each such  committee  must include at least one (1) member of the
Board of Directors, and the Board of Directors by resolution may appoint natural
persons who are not Directors to serve as regular or alternate members on one or
more of such committees;  provided,  however,  that any committee  authorized to
administer stock option or stock plans of the corporation  shall consist only of
persons  who  are  members  of  the  Board  of  Directors.  Notwithstanding  the
foregoing,  the  Board of  Directors  may not  delegate  any of its  powers to a
committee  or  committees,  the affect of which  would allow such  committee  or
committees  to  authorize  any of the acts or  transactions  which  require  the
affirmative of not less than eighty percent (80%) of the Directors as set for in
Section 10 of this Article,  unless such committee or committees shall have been
established by resolution  passed by the affirmative vote of not less than eight
percent (80%) of the Directors.

         The  Board  shall  have the  power to  prescribe  the  manner  in which
proceedings of any such committee shall be conducted. In the absence of any such
prescription,  such  committee  shall have the power to prescribe  the manner in
which its  proceedings  shall be conducted.  Unless the Board or such  committee
shall otherwise  provide,  the regular and special meetings and other actions of
any  such  committee  shall  be  governed  by the  provisions  of  this  Article
applicable  to meetings and actions of the Board.  Minutes shall be kept of each
meeting of each committee.

         The Board of Directors shall designate an Audit  Committee,  such Audit
Committee shall meet  independently  with the  corporation's  internal  auditing
staff, with representatives of the corporation's  independent  accountants,  and
with representatives of senior management,  in each instance not less frequently
than once each fiscal year. The Audit  Committee  shall also. be responsible for
reviewing  the  general  scope of the  audit,  the fee  charged  by  independent
accountants, and matters relating to internal control systems and procedures.

         If the Board of Directors shall designate a Compensation Committee, the
Compensation  Committee shall be, responsible for reviewing and reporting to the
Board on the recommended annual  compensation for all officers and for preparing
any reports on  compensation  policies  required by rules and regulations of the
Securities and Exchange Commission to which the corporation is subject.

         Section  13.  MEDICAL  ADVISORY  BOARD.  The Board of  Directors  shall
establish a Medical  Advisory Board,  the size and composition of which shall be
established by resolution passed by the affirmative vote of not less than eighty
percent (80%) of the Directors.  Members of the Medical  Advisory Board who need
not be members of the Board of  Directors  or officers of the  corporation.  The
Medical  Advisory  Board shall meet at such time or times as it may, by majority
vote of its  members,  elect and may adopt  procedures  for the  conduct  of its
meetings.  The Medical  Advisory  Board's role shall be to provide advice to the
Board of Directors on decisions relating to equipment  purchases,  technological
obsolescence, quality assurance, credentialing and such other matters respecting
the medical  aspects of the  corporation's  business as it shall determine or as
shall be requested by the Board of Directors.  The Medical  Advisory Board shall
have no  authority to bind the  corporation  or the Board of  Directors.  Unless
otherwise  established  by a  resolution  adopted by at least a majority  of the
members of the  Medical  Advisory  Board,  the  majority  of the  members of the
Medical  Advisory  Board shall  constitute  a quorum of the  transaction  of its
business and the affirmative  vote of the majority of the members of the Medical
Advisory Board shall constitute action validly taken by that body.

         Section 14. EXPENSES AND COMPENSATION.

         (a) The  Directors  shall  be  allowed  and  paid  all  reasonable  and
necessary   expenses  incurred  in  attending  any  meeting  of  the  Board.  In
determining  whether  specific  items of expense are  reasonable in amount,  the
Board may from time to time establish policies as the type of airline travel and
hotel  accommodations  for which  reimbursement  of expenses will be paid by the
corporation.

         (b) The Board of Directors  may fix the  compensation  of directors for
services to the  corporation  as  directors,  as members of a  committee  of the
Board, or in any other  capacity.  Provided,  however,  that Directors shall not
receive  compensation  for their services as Directors  except as authorized and
approved  at a meeting  of the Board of  Directors  at which at least  two-third
(2/3) of the then duly elected and acting Directors shall be in attendance,  and
only  with the  affirmative  vote and  approval  at such  meeting  of at least a
majority of the Directors then duly elected and acting.

         Section 15. REPORT TO STOCKHOLDERS AND RATIFICATION BY STOCKHOLDERS.

         (a) The Board of  Directors,  acting  through a  representative  of the
Board or by the Chairman of the Board or the President,  if such person shall be
a Director,  shall make a report to the  stockholders  at annual meetings of the
stockholders of the condition of the corporation, and shall, on request, furnish
each of the stockholders with a true copy thereof. The requirement of furnishing
a copy of a statement of the condition of the corporation  shall be satisfied if
annual  report  with  financial  statements  for  the  last  fiscal  year of the
corporation  is  provided  to  stockholders  of record at or prior to the annual
meeting.

         (b) The Board of Directors, in its discretion,  may submit any contract
or act for  approval  or  ratification  at any annual or special  meeting of the
stockholders  called for the purpose of  considering  any such  contract or act,
which, if approved,  or ratified by the vote of the holders of a majority of the
capital stock represented in person or by proxy at such meeting, provided that a
lawful quorum of stockholders be there represented in person or by proxy,  shall
be valid and binding upon the corporation and upon all the stockholders thereof,
as if it had been approved or ratified by every stockholder of the corporation.

         Section  16.  RIGHTS  OF  INSPECTION.  Every  director  shall  have the
absolute right at any reasonable time to inspect and copy all books, records and
documents  of  every  kind  and  to  inspect  the  physical  properties  of  the
corporation and also of its subsidiary  corporations,  domestic or foreign. Such
inspection  by a  director  may be made in  person or by agent or  attorney  and
includes the right to copy and obtain extracts.

                     ARTICLE III - OFFICERS AND THEIR DUTIES

         Section 1. DESIGNATION AND ELECTION OF OFFICERS AND AGENTS.  Subject to
the provisions of ARTICLE II,  Section 10, the Board of Directors,  at its first
meeting after the annual  meeting of  stockholders,  shall elect a President,  a
Secretary  and a  Treasurer,  to hold  office at the  pleasure of the Board and,
unless  removed  without  or  without  cause  by  the  Board,  for a  period  of
approximately  one (1) year until the next annual meeting of the Board and until
their  successors are elected and qualify.  The Board of Directors may from time
to time, by resolution,  appoint such additional officers, and agents, including
without  limitation  a  Chairman  of  the  Board,  Vice  Presidents,   Assistant
Secretaries,  Assistant Treasurers and transfer agents as it may deem advisable.
The Board shall have  authority to  prescribe  the duties of all officers and to
fix their  compensation,  and all such  appointed  officers  shall be subject to
removal at any time by the Board of Directors. All officers,  agents and factors
shall be chosen and  appointed in such  manner,  and shall hold their office for
such terms as the Board of Directors may by resolution prescribe.

         No officer  other than the  Chairman of the Board,  if such  officer is
elected, shall be required to be a member of the Board of Directors.  Any person
may hold more than two or more offices.

         All officers  shall serve at the pleasure of the Board of Directors and
any person may be removed from office by action of the Board of Directors at any
time,  either with or without  cause.  Any vacancy in any of said offices may be
filled by the Board of Directors or, at the discretion of the Board, may be left
vacant  except  that the  corporation  shall at all times  have a  President,  a
Secretary and a Treasurer.

         Section 2. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an
officer shall be designated  and elected by the Board,  shall act as chairman of
the Board and shall  preside at all meetings of the Board of  Directors  and the
stockholders.  The  Chairman  of the  Board  shall  have  authority  to sign the
Certificates  of  Stock  issued  by  the  corporation,  bills  of  exchange  and
promissory  notes of the  corporation,  and shall  perform  such other duties as
shall be prescribed by the Board of Directors. If so designated by resolution of
the  Board of  Directors,  the  Chairman  of the Board  shall  also be the chief
executive officer of the corporation and shall have the supervision and, subject
to the control of the Board of  Directors,  the  direction of the  corporation's
affairs,  with full power to execute all  resolutions and orders of the Board of
Directors not especially entrusted to some other officer of the corporation.

         Section 3. PRESIDENT.  Unless such duties are assigned by resolution of
the Board to a Chairman of the Board, if there be such an officer, the President
shall be the chief  executive  officer  of the  corporation  and shall  have the
supervision and, subject to the control of the Board of Directors, the direction
of the  corporation's  affairs,  with full power to execute all  resolutions and
orders of the Board of Directors not especially  entrusted to some other officer
of the corporation. If there shall not be a Chairman of the Board, the President
shall also preside at all meetings of the Board of Directors  and  stockholders.
If the  Chairman of the Board shall also preside at all meetings of the Board of
Directors and  stockholders.  If the Chairman of the Board shall be appointed as
the corporation's chief executive officer, then the President shall be the chief
operating officer of the corporation and shall have the supervision and, subject
to the  control of the  Chairman  of the Board and the Board of  Directors,  the
direction of the corporation's  day-to-day business affairs,  with full power to
execute all  resolutions  and orders of the Board of  Directors  not  especially
entrusted to some other officer of the  corporation.  The  President  shall have
authority to sign the Certificates of Stock issued by the corporation,  bills of
exchange and promissory notes of the  corporation,  and shall perform such other
duties as shall be prescribed by the Board of Directors.

         Section  4.  VICE  PRESIDENTS.  In the  absence  or  disability  of the
President,  the Vice Presidents in order of their rank as fixed by the Board or,
if not so ranked,  any such Vice President,  shall perform all the duties of the
President  and,  when so acting  shall have all the powers of, and be subject to
all the  restrictions  upon, the President.  The Vice Presidents shall have such
other  powers  and  perform  such  other  duties  as from  time  to time  may be
prescribed for them respectively by the Board. The Board may designate  specific
functions or areas of responsibility for any Vice President by resolution of the
Board and/or by specifying at the time of his or her election that such person's
Vice  President  title and office  include a  designation  of such  function  or
general  area of  responsibility;  the  authority  of any  such  person  in said
designated functions and areas of responsibility shall be subject to the control
of the  Board  of  Directors  and to  right of  supervision  conferred  upon the
Chairman of the Board and the  President of the  corporation.  In the absence or
inability  to act of the  Chairman  of the  Board  and the  President,  any Vice
President  shall have authority to sign the  Certificates of Stock issued by the
corporation.

         Section 5. TREASURER.  The Treasurer shall have the  responsibility for
depositing  all moneys and other  valuables in the name and to the credit of the
corporation  with  such  depositaries  as may be  designated  by the  Board  and
otherwise  protecting  the  custody  of all  the  funds  and  securities  of the
corporation. The Treasurer shall have the care and custody of the stocks, bonds,
certificates,  vouchers,  evidence of debts, securities, and such other property
belonging to the  corporation as the Board of Directors  shall  designate.  When
necessary or proper,  he or she shall endorse on behalf of the  corporation  for
collection checks,  notes, and other  obligations.  The Treasurer shall disburse
the funds of the  corporation as may be ordered by the Board.  In the absence of
the Chairman of the Board and the President,  the Treasurer shall sign on behalf
of  the  corporation  all  bills  of  exchange  and  promissory   notes  of  the
corporation; he or she shall sign all papers required by law or by these By-Laws
or the Board of Directors to be signed by the Treasurer,  and shall perform such
other duties as shall be prescribed by the Board of Directors.

         Whenever  required  by the Board of  Directors  or the  President,  the
Treasurer shall render a statement of the corporation's cash account, an account
of  all  transactions  as  Treasurer,  and  of the  financial  condition  of the
corporation. The Treasurer shall enter regularly in the books of the corporation
to be kept by him or her for the  purpose,  full and  accurate  accounts  of all
monies  received  and  paid by him or her on  account  of the  corporation.  The
Treasurer  shall at all  reasonable  times  exhibit  the books of account to any
Director or the president of the corporation  during  business hours,  and shall
perform all acts incident to the position of Treasurer subject to the control of
the Board of Directors.

         The Treasurer  shall, if required by the Board of Directors,  give bond
to the corporation  conditioned  for the faithful  performance of all his or her
duties as Treasurer in such sum, and with such  security as shall be approved by
the Board of Directors, the expense of such bond to be borne by the corporation.

         Section 6. ASSISTANT TREASURERS. The Board of Directors may appoint one
or more Assistant  Treasurers who shall have such powers and perform such duties
as may be  prescribed  by the  Treasurer of the  corporation  or by the Board of
Directors or the President of the corporation. Any Assistant Treasurer shall, if
required by the Board of Directors, give bond to the corporation conditioned for
the faithful performance of all his or her duties as Assistant Treasurer in such
sum, and with such security as shall be approved by the Board of Directors,  the
expense of such bond to be borne by the corporation.

         Section 7.  SECRETARY.  The  Secretary  shall  keep the  minutes of all
meetings  of the Board of  Directors  and the  minutes  of all  meetings  of the
stockholders  in books provided for that purpose.  The Secretary shall attend to
the giving and  serving of all  notices of the  corporation;  he or she may sign
with the Chairman of the Board, the President or any Vice President, in the name
of the corporation,  all contracts  authorized by the Board of Directors;  he or
she shall have the custody of the corporate seal of the corporation, if there be
a corporate  seal;  he or she shall affix the such  corporate  seal, if there be
one,  to all  certificates  of stock duly issued by the  corporation;  he or she
shall have charge of the stock certificate books, stock transfer books and stock
ledgers,  and such other books and papers as the Board of Directors  may direct,
all of which shall at all  reasonable  times be open to the  examination  of any
Director  upon  application  at the office of the  corporation  during  business
hours;  and he or she shall, in general,  perform all the duties incident to the
office of Secretary and such other duties as shall be prescribed by the Board of
Directors.

         Section 8.  ASSISTANT  SECRETARIES.  The Board of Directors may appoint
one or more  Assistant  Secretaries  who shall have such powers and perform such
duties as may be prescribed by the Secretary or by the Board of Directors.

         Section 9. REPRESENTATION OF THE CORPORATION.  Unless otherwise ordered
by the Board of Directors, the Chairman of the Board or the President shall have
full power and authority in behalf of the  corporation  to attend and to act and
to vote at any meetings of the  stockholders  or holders of  indebtedness of any
corporation   in  which  the   corporation   may  hold  stock  or  evidences  of
indebtedness,  and at any such meetings,  shall possess and may exercise any and
all rights and powers  incident to the  ownership  of such stock or evidences of
indebtedness  which the  corporation  might  have  possessed  and  exercised  if
present.  The Board of Directors,  by resolution  from time to time,  may confer
like  powers on any person or persons in place of the  Chairman  of the Board of
the  President to  represent  the  corporation  for the purposes in this section
mentioned.

                           ARTICLE IV - CAPITAL STOCK

         Section 1. AUTHORITY OF THE BOARD. The capital stock of the corporation
shall be issued in such  manner  and at such times and upon such  conditions  as
shall be prescribed by the Board of Directors;  provided, however, that issuance
of any capital stock (or any rights to acquire  capital stock) shall require the
affirmative  vote of  greater  than or  equal  to  eighty  percent  (80%) of the
directors then serving on the Board of Directors

         Section 2.  STOCK CERTIFICATES.

         (a) Every holder of shares of the corporation shall be entitled to have
a  certificate  signed in the name of the  corporation  by the  Chairman  of the
Board,  the President or a  Vice-President  and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant  Secretary,  certifying the number of
shares and the class or series of shares owned by the stockholder. Any or all of
the signatures on the certificate  may be facsimile if the stock  certificate is
imprinted with the corporate  seal. If any officer,  transfer agent or registrar
who has signed or whose  facsimile  signature has been placed upon a certificate
shall have ceased to be such officer,  transfer  agent or registrar  before such
certificate is issued,  it may be issued by the corporation with the same effect
as if such person were an officer,  transfer  agent or  registrar at the date of
issue.

         (b)  Certificates  for shares may be issued prior to full payment under
such  restrictions  and for such  purposes as the Board may  provide,  provided,
however, that on any certificate issued to represent any partly paid shares, the
total  amount of the  consideration  to be paid  therefor  and the  amount  paid
thereon shall be stated or incorporated by reference to a document setting forth
the same.

         (c) Except as provided in this Section,  no new  certificate for shares
shall be issued in lieu of an old one  unless  the  latter  is  surrendered  and
cancelled  at the same time.  The Board may,  however,  if any  certificate  for
shares is alleged to have been lost, stolen or destroyed, authorize the issuance
of a new  certificate in lieu thereof,  and the corporation may require that the
corporation  be given a bond or other adequate  security and an  indemnification
agreement  sufficient to indemnify it against any claim that may be made against
the corporation (including expense or liability) on account of the alleged loss,
theft  or  destruction  of  such   certificate  or  the  issuance  of  such  new
certificate. The Board of Directors may, in its discretion, refuse to issue such
new or  duplicate  certificates  save  upon the  order  of a court of  competent
jurisdiction in such matter, anything herein to the contrary notwithstanding.

         (d) All certificates  evidencing stock in this corporation of any class
or series shall be  consecutively  numbered;  the name of the person  owning the
shares represented  thereby with the number of such shares and the date of issue
shall be entered on the corporation's books.

         (e) the Board of Directors may appoint a transfer agent and a registrar
of transfers  and may require all stock  certificates  to bear the  signature of
each transfer agent and such registrar of transfer.

         (f) The Board of Directors  shall have power and  authority to make all
such rules and  regulations not  inconsistent  herewith as it may deem expedient
concerning the issue,  transfer and  registration of certificates  for shares of
the capital stock of the corporation.

         Section   3.   CLOSING   OF  STOCK   TRANSFER   BOOKS  FOR  VOTING  AND
DISTRIBUTIONS.  The Stock Transfer Books shall be closed for all meetings of the
stockholders  for a  period  specified  by  the  Board  of  Directors  or by any
authorized  officer of the corporation acting pursuant to authority of the Board
of Directors or by any authorized  officer of the corporation acting pursuant to
authority of the Board of Directors,  for a period of not less than ten (10) and
not more than sixty (60) days  prior to such  meetings,  and shall be closed for
the  payment of  dividends  or other  distributions  by the  corporation  to its
stockholders  during such periods as from time to time may be fixed by the Board
of Directors.

         Section 4. NO PREEMPTIVE RIGHTS. No stockholder or subscriber to shares
of this corporation  shall be entitled to any preemptive or preferential  rights
to purchase  and/or  subscribe for any part of any shares which may be issued at
any time by this corporation.

                          ARTICLE V - OFFICES AND BOOKS

         Section 1.  RESIDENT AGENT, REGISTERED OFFICE IN NEVADA; OTHER OFFICES.

         (a) The corporation shall appoint and maintain a resident agent for the
corporation  in accordance  with the  provisions of Section 78.090 of the Nevada
General  Corporation  Law, who may be either a natural  person or a corporation,
resident or located in the State of Nevada.  The  resident  agent may be changed
from time to time by action of the Board of Directors. The street address of the
resident  agent where such agent  maintains an office for the service of process
upon this corporation  shall be the registered office of this corporation in the
State of Nevada (the "registered office").

         (b) The corporation may have a principal  office and such other offices
in the State of Nevada or any other state or territory as the Board of Directors
may designate from time to time.

         Section 2.  BOOKS AND RECORDS.

         (a) A copy  of  the  Articles  of  Incorporation  of  the  corporation,
certified  by the  secretary  of state of  Nevada,  a copy of the  Bylaws of the
corporation,  certified  by an  officer  of this  corporation,  and a  statement
setting out the name of the  custodian of the stock ledger or a duplicate  stock
ledger of this  corporation,  and the present and complete post office  address,
including street and number, where the stock ledger or duplicate stock ledger is
kept,  shall be kept and maintained at the registered  office of the corporation
in the State of Nevada.  All such documents  maintained at the registered office
of the corporation  shall be subject to inspection by any of the stockholders of
the corporation  upon reasonable  notice during  customary  business hours for a
proper purpose.

         (b) The stock ledger and stock transfer books of the corporation  shall
be kept at its principal  office,  either within or without the State of Nevada,
or at the offices of a stock  transfer  agent duly  authorized to act as such by
resolutions  adopted  by the  Board of  Directors.  The  stock  ledger  shall be
available for the  inspection of all who are authorized or have the right to see
the same in  accordance  with the Nevada  General  Corporation  Law, and for the
transfer of stock.

         (c) Any person who has been a stockholder of record of the  corporation
for at least six (6) months  immediately  preceding  his or her  demand,  or any
person holding, thereunto authorized in writing by the holders of, at least five
percent (5%) of all of the  corporation's  outstanding  shares entitled to vote,
upon at least five (5) days' written  demand is entitled to inspect in person or
by agent or attorney, during usual business hours, the stock ledger or duplicate
stock ledger of the  corporation,  whether kept in the registered  office of the
corporation in the State of Nevada or elsewhere in accordance with paragraph (a)
of this Section 2, and to make extracts therefrom.  An inspection  authorized by
this  paragraph  (c) may be denied to a  stockholder  or other  person upon such
person's refusal to furnish to the corporation an affidavit that such inspection
is not  desired for a purpose  which is in the  interest of a business or object
other than the business of the  corporation  and that such person has not at any
time  sold or  offered  for sale any list of  stockholders  or any  domestic  or
foreign  corporation or aided or abetted any person in procuring any such record
of  stockholders  for any such purpose.  In every  instance where an attorney or
other agent of a stockholder  seeks the right of inspection,  the demand must be
accompanied by a power of attorney as provided by Section  78.1059 of the Nevada
General Corporation Law.

         (d) All other  books and  records of the  corporation  shall be kept at
such places as may be  prescribed  by the Board of Directors or by the President
of the  Corporation  acting  pursuant  to  authority  conferred  by the Board of
Directors.

                           ARTICLE VI INDEMNIFICATION

         Section 1. DEFINITIONS. For the purposes of this Article, "agent' means
any person who is or was a  director,  officer,  employee  or other agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent or another foreign or domestic corporation,
partnership,  joint  venture,  trust or  other  enterprise,  or was a  director,
officer,  employee  or agent of a foreign or  domestic  corporation  which was a
predecessor  corporation  of the  corporation  or of another  enterprise  at the
request of such  predecessor  corporation;  "proceeding"  means any  threatened,
pending  or  completed   action  or   proceeding,   whether   civil,   criminal,
administrative  or  investigative;  and "expenses"  includes without  limitation
attorneys'  fees and any  expenses of  establishing  a right to  indemnification
under Sections 4 or 5(c) of this Article.

         Section 2. INDEMNIFICATION IN ACTIONS BY THIRD PARTIES. The corporation
shall have power to indemnify  any person who was or is a party or is threatened
to be made a party to any proceeding (other than an action by or in the right of
the  corporation  to procure a judgment in its favor) by reason of the fact that
such person is or was an agent of the corporation,  against expenses, judgments,
fines,  settlements  and other  amounts  actually  and  reasonably  incurred  in
connection  with such  proceeding  if such  person  acted in good faith and in a
manner  such  persons  reasonably  believed to be in the best  interests  of the
corporation and, in the case of a criminal  proceeding,  had no reasonable cause
to believe the  conduct of such  person was  unlawful.  The  termination  of any
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 the  person  reasonably
believed to be in the best  interests of the  corporation or that the person had
reasonable cause to believe that the person's conduct was unlawful.

         Section  3.  INDEMNIFICATION  BY  ACTIONS  BY OR IN  THE  RIGHT  OF THE
CORPORATION.  The  corporation  shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed  action by or in the right of the corporation to procure a judgment
in its favor by  reason  of the fact that such  person is or was an agent of the
corporation, against expenses actually and reasonably incurred by such person in
connection with the defense or settlement of such action if such person acted in
good faith,  in a manner such person believed to be in the best interests of the
corporation and with such care,  including  reasonable inquiry, as an ordinarily
prudent person in a like position would use under similar circumstances

         Section 4.  INDEMNIFICATION  AGAINST  EXPENSES.  To the extent  that an
agent of the  corporation  has been  successful  on the merits in defense of any
proceeding  referred to in Sections 2 or 3 of this  Article or in defense of any
claim,  issue or matter therein,  and as otherwise  provided by authorization of
the Board of Directors or stockholders of this  corporation,  the agent shall be
indemnified  against expenses  actually and reasonably  incurred by the agent in
connection therewith.

         Section 5.  REQUIRED  DETERMINATIONS.  Any  indemnification  under this
Article  shall be made by the  corporation  only if  authorized  in the specific
case, upon a determination  that  indemnification  of the agent is proper in the
circumstances  because the agent has met the applicable  standard of conduct set
forth in Sections 2 or 3 of this Article, by:

     (a) A majority vote of a quorum consisting of directors who are not parties
to such proceeding; or

     (b) Approval of the stockholders, with the shares owned by the person to be
indemnified not being entitled to vote thereon; or

         (c)  The  court  in  which  such  proceeding  is or  was  pending  upon
application made by the corporation or the agent or the attorney or other person
rendering  services  in  connection  with  the  defense,  whether  or  not  such
application  by  the  agent,   attorney  or  other  person  is  opposed  by  the
corporation.

         Section 6. ADVANCE OF  EXPENSES.  Expenses  incurred in  defending  any
proceeding may be advanced by the corporation  prior to the final disposition of
such  proceeding  upon receipt of an undertaking by or on behalf of the agent to
repay such amount  unless it shall be  determined  ultimately  that the agent is
entitled to be indemnified as authorized in this Article.

         Section 7. OTHER INDEMNIFICATION.  No provision made by the corporation
to indemnify it or its subsidiary's directors or officers for the defense of any
proceeding,   whether  contained  in  the  Articles,  Bylaws,  a  resolution  of
stockholders  or  directors,  an agreement or  otherwise,  shall be valid unless
consistent  with this  Article  and  approved  by a majority  of the  Directors;
provided,  however, that any such agreement approved by a majority of the shares
of capital stock voted at any meeting  called to consider the same or by written
consent  of a  majority  of the  shares  entitled  to vote for the  election  of
directors  shall  supercede  the  provision of this Article to the extent of any
inconsistencies.  Nothing  contained in this  Article  shall affect any right to
indemnification  to which persons other than such  directors and officers may be
entitled by contract or otherwise.

         Section 8. FORMS OF INDEMNIFICATION  NOT PERMITTED.  No indemnification
or advance shall be made under this Article, except as provided in Sections 4 or
5(c), in any circumstances where it appears:

         (a) That it would be  inconsistent  with a provision  of the  Articles,
these  Bylaws,  a  resolution  of  the  stockholders  or a  written  contractual
agreement which prohibits or otherwise limits indemnifications; or

     (b) That it would be inconsistent with any condition expressly imposed by a
court in approving a settlement.

         Section 9. INSURANCE.  The corporation shall have power to purchase and
maintain  insurance  on  behalf  of any  agent of the  corporation  against  any
liability  asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such whether or not the corporation  would have the
power to indemnify the agent against such liability under the provisions of this
Article.

         Section 10.  NONAPPLICABILITY TO FIDUCIARIES OF EMPLOYEE BENEFIT PLANS.
This Article does not apply to any  proceeding  against any trustee,  investment
manager or other fiduciary of an employee benefit plan in such person's capacity
as such,  even  though such  person may also be an agent of the  corporation  as
defined  in  Section I of this  Article.  The  corporation  shall  have power to
indemnify  such  trustee,  investment  manager or other  fiduciary to the extent
permitted by applicable law

                          ARTICLE VII OTHER PROVISIONS

         Section 1. AUTHORITY REQUIRED FOR COMMITMENTS IN EXCESS OF $250,000. No
agreement,  contract,  lease,  note, bond,  debenture or other obligation (other
than checks in payment of  indebtedness  incurred by  authority  of the Board of
Directors)  involving the payment of money or the credit of the  corporation for
more than Two Hundred Fifty Thousand  Dollars  ($250,000)  shall be made without
the authority of the Board of Directors.

         Section  2.  ENDORSEMENT  OF  DOCUMENTS;   CONTRACTS.  Subject  to  the
provisions  of applicable  law, any note,  mortgage,  evidence of  indebtedness,
contract,  option or warrants to purchase stock in this corporation,  conveyance
or other  instrument  in writing  and any  assignment  or  endorsements  thereof
executed or entered  into between the  corporation  and any other  person,  when
signed by the Chairman of the Board, the President or any Vice President and the
Secretary,  any Assistant Secretary, the Treasurer or any Assistant Treasurer of
the corporation  shall be valid and binding on the corporation in the absence of
actual  knowledge on the part of the other person that the signing  officers had
no  authority  to execute the same.  Any such  instruments  may be signed by any
other  person  or  persons  and in such  manner  as from  time to time  shall be
determined  by the Board,  and,  unless so  authorized  by the  Board,  no other
officer,  agent or  employee  shall  have any  power  or  authority  to bind the
corporation  by any contract or  engagement or to pledge its credit or to render
it liable for any purpose or amount.

         Section 3. STOCK PURCHASE  PLANS.  Subject to the provisions of Article
I, Section 4 of these  Bylaws,  the  corporation  may adopt and carry out one or
more stock  purchase  plans or  agreements  or stock option plans or  agreements
providing for the issue and sale of capital stock for such  consideration as may
be fixed of its unissued shares, or of issued shares acquired or to be acquired,
to one or more of the employees, officer or directors of, or consultants to, the
corporation  or of a  subsidiary  or to a trustee on their  behalf,  and for the
payment of such  shares in  installments  or at one time,  and may  provide  for
aiding any such persons in paying for such shares by  compensation  for services
rendered, promissory notes or otherwise

         Any such stock purchase plan or agreement or stock option plan or other
stock agreement may include, among other features, the fixing of eligibility for
participation  therein, the class and price of shares to be issued or sold under
the plan or  agreement,  the number of shares which may be  subscribed  for, the
method  of  payment  therefor,  the  reservation  of title  until  full  payment
therefor,  the effect of the termination of employment,  an option or obligation
on the part of the  corporation  to repurchase  the shares upon  termination  of
employment,  restrictions  upon  transfer of the shares,  the time limits of and
termination of the plan,  and any other matters,  not in violation of applicable
law, as may be included in the plain as approved or authorized,  by the Board or
any committee of the Board.

         Section 4. RESERVES AND  DIV1DENDS.  The Board of Directors  shall have
power to reserve over and above the capital  stock paid in, such amount,  in its
discretion  to fix as a  reserve  fund,  and may,  from  time to  time,  declare
dividends in excess of the amounts so reserved  subject to the provisions of the
Nevada  General  Corporation  Law, and pay the same to the  stockholders  of the
corporation,  and may  also,  if it deems  the  same  advisable,  declare  stock
dividends of the unissued capital stock.

         Section 5. DEPOSIT OF FUNDS.  Except for funds,  held in trust by third
parry fiduciaries, all monies of the corporation, shall be deposited when and as
received by the Treasurer or any other  employee or agent of the  corporation in
such bank or banks or other depositary as may from time to time be designated by
the  Board  of  Directors,  and such  deposits  shall be made in the name of the
corporation.

         Section  6.  BOARD   APPROVAL   REQUIRED   FOR  LOANS  TO  OFFICERS  OR
STOCKHOLDERS.  No loan or advance of money shall be made by the  corporation  to
any  stockholder  or officer of the  corporation,  unless the Board of Directors
shall otherwise  authorize;  the foregoing provision shall not apply to advances
for business  expenses  made in the ordinary  course of business to employees or
agents of the corporation who coincidentally are stockholders or officers of the
corporation.

         Section  7. BOARD  APPROVAL  REQUIRED  FOR  COMPENSATION  TO  EXECUTIVE
OFFICERS.  No executive  officer shall be entitled to any salary or compensation
for  any  services  performed  for  the  corporation,   unless  such  salary  or
compensation  shall be fixed by  resolution  of the Board of  Directors  or by a
committee  thereof  or  the  Chairman  of the  Board  or  the  President  of the
Corporation under authority  conferred by the Board. For the purposes hereof, an
executive  officer  shall be deemed to include the  Chairman  of the Board,  the
President,   any  Vice  President,  the  Secretary  and  the  Treasurer  of  the
corporation

         Section  8.  POWER TO DEAL IN  SECURITIES.  The  corporation  may take,
acquire,  hold,  mortgage,  sell,  or  otherwise  deal in  stocks  or  bonds  or
securities of any other corporation,  partnership, association or other business
entity, if and as often as the Board of Directors shall so elect.

         Section 9. POWER TO CREATE  SECURITY  INTERESTS;  STOCKHOLDER  APPROVAL
REQUIRE TO DISPOSE OF ALL ASSETS.  The  Directors  shall have power to authorize
and cause to be executed,  mortgages  and liens  without limit as to amount upon
the property and franchise of this corporation,  and pursuant to the affirmative
vote,  either  in person or by proxy,  of the  holders  of not less than  eighty
percent (80%) of the voting capital stock issued and outstanding;; the Directors
shall have  authority  to dispose  in any manner of the whole  property  of this
corporation.

     Section 10. CORPORATE SEAL. The corporation may have a corporate seal if so
authorized by resolution of the Board,  the design thereof being  established by
the Board.

         Section 11. FISCAL YEAR. The fiscal year of the  corporation  shall end
on  December  31 of each  year,  subject to the right of the Board to change the
fiscal year if determined by the Board to be appropriate.

                        ARTICLE VIII AMENDMENT OF BYLAWS

         Section 1.  Amendments  and changes of these  Bylaws may be made at any
regular or special  meeting the Board of  Directors at which a quorum is present
and acting,  by a vote of not less than eighty percent (80%) of the entire Board
of  Directors,  or may be made by a vote of, or a consent in writing  signed by,
the holders of not less than eighty percent (80%) of the issued and  outstanding
capital stock of the corporation.

                             [Certification follows]


<PAGE>


                            CERTIFICATION OF BYLAWS:

         The  undersigned,  being  a duly  elected  and  acting  officer  of the
corporation,  DOES HEREBY  CERTIFY  that the  foregoing  is a true,  correct and
complete copy of the Bylaws of the above  corporation as adopted and approved by
the Board of Directors of said  corporation  on September 1, 1999,  and that the
same  have not been  rescinded,  modified  or  amended  as of this  date of this
certificate.

         IN WITNESS WHEREOF,  I have set my hand and the seal of the corporation
as of September 1, 1999.


                                           Printed Name:  Mark R. Mandel

                                           Title:  Secretary