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                                                                     Exhibit 3.2

                          AMENDED AND RESTATED BYLAWS
                                      OF
                            COLORADO MEDTECH, INC.

                                   ARTICLE I
                                 SHAREHOLDERS

     1.   ANNUAL SHAREHOLDERS' MEETING. The annual shareholders' meeting of
Colorado MEDtech, Inc. (the "Corporation") shall be held for the purpose of
electing directors and transacting such other corporate business as may come
before the meeting. The date, time and place of the annual meeting shall be
determined by resolution of the board of directors.

     2.   SPECIAL SHAREHOLDERS' MEETING. Special meetings of the shareholders of
the Corporation (a) may be called at any time by the chairman of the board of
directors, by the chief executive officer, by the president, or by resolution of
the board of directors and (b) shall be called by the Secretary of the
Corporation as provided below after the Corporation receives from shareholders
authorized to make such demands under the Colorado Business Corporation Act (the
"Act") the last of any shareholder demands necessary to require the calling of a
special meeting. Any demand by a shareholder to call a special meeting shall
include the information required by Section 5(d) of this Article I. Promptly
after a special meeting is called or demanded to be called pursuant to the first
sentence of this Section 2, the board of directors shall establish the record
date, and the date and time for the special meeting. Notice of any special
meeting shall be given by the Secretary of the Corporation in compliance with
Section 6 of this Article I promptly after the date and time of the special
meeting are established by the board of directors. The place of any special
meeting shall be the principal office of the Corporation or such other place as
the board of directors may determine.

     3.   RECORD DATE FOR DETERMINATION OF SHAREHOLDERS.

               (a) In order to make a determination of shareholders (1) entitled
     to notice of or to vote at any shareholders' meeting or at any adjournment
     of a shareholders' meeting, (2) entitled to demand a special shareholders'
     meeting, (3) entitled to take any other action, (4) entitled to receive
     payment of a share dividend or a distribution, or (5) for any other
     purpose, the board of directors may fix a future date as the record date
     for such determination of shareholders. The record date may be fixed not
     more than seventy (70) days before the date of the proposed action.

               (b) Unless otherwise specified when the record date is fixed, the
     time of day for determination of shareholders shall be 5:00 p.m. local time
     at the principal office of the Corporation on the record date.

               (c) A determination of shareholders entitled to be given notice
     of or to vote at a shareholders' meeting is effective for any adjournment
     of the meeting unless the board of directors fixes a new record date, which
     the board shall do if the meeting is adjourned to
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     a date more than one hundred twenty (120) days after the date fixed for the
     original meeting.

               (d) If no record date is otherwise fixed, the record date for
     determining shareholders entitled to be given notice of and to vote at an
     annual or special shareholders' meeting is the day before the first notice
     is given to shareholders.

               (e) The record date for determining shareholders entitled to take
     action without a meeting is the date a writing upon which the action is
     taken is first received by the Corporation.

     4.        VOTING LIST.

               (a) After a record date is fixed for a shareholders' meeting, the
     secretary shall prepare a list of the names of all its shareholders who are
     entitled to be given notice of the meeting. The list shall be arranged by
     voting groups and within each voting group by class or series of shares,
     shall be alphabetical within each class or series, and shall show the
     address of, and the number of shares of each such class and series that are
     held by, each shareholder.

               (b) The shareholders' list shall be available for inspection by
     any shareholder for any purpose germane to the meeting, beginning the
     earlier of ten (10) days before the meeting for which the list was prepared
     or two business days after notice of the meeting is given and continuing
     through the meeting, and any adjournment thereof, at the Corporation's
     principal office or at a place identified in the notice of the meeting in
     the city where the meeting will be held.

               (c) A shareholder, his agent or attorney shall be entitled upon
     written demand to inspect and copy the list during regular business hours,
     during the period it is available for inspection, provided, (i) the
     shareholder has been a shareholder for at least three (3) months
     immediately preceding the demand or holds at least five percent (5%) of all
     outstanding shares of any class of shares as the date of the demand, (ii)
     the demand is made in good faith and for a purpose reasonably related to
     the demanding shareholder's interest as a shareholder, (iii) the
     shareholder describes with reasonable particularity the purpose and records
     the shareholder desires to inspect, (iv) the records are directly connected
     with the described purpose and (v) the shareholder pays a reasonable charge
     covering the costs of labor and material for such copies, not to exceed the
     cost of production and reproduction.

     5.         NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS.

                (a) Nominations of Directors and Business at Shareholder
                   ----------------------------------------------------
     Meetings. Subject to compliance with this Section 5, nominations of persons
     --------
     for election to the board of directors may be made and business to be
     considered by the shareholders may be proposed at any annual meeting of
     shareholders (i) by or at the direction of the board of directors, or (ii)
     by any shareholder of the Corporation. Subject to compliance with this
     Section 5, nominations of persons for election to the board of directors
     may be made and

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     business to be considered by the shareholders may be proposed at any
     special meeting of shareholders (i) by any person or persons calling the
     special meeting as provided in Section 2(a) of this Article I or demanding
     that the special meeting be called as provided in Section 2(b) of this
     Article I, or (ii) by any shareholder of the Corporation. For nominations
     or other business to be properly brought before a meeting by a shareholder
     pursuant to this Section 5, the shareholder must comply with all
     requirements of this Section 5, be a shareholder of record at the time of
     giving the notice described in Section 5(d), be entitled to vote at the
     meeting, and give timely notice of such nominations or business in writing
     to the Secretary of the Corporation, containing the information set forth
     in Section 5(d) of this Article I within the time limits set forth in
     Section 5(b) or 5(c) of this Article I.

               (b) Annual Meetings of Shareholders.
                   -------------------------------

                   (1) To be timely for an annual meeting, the shareholder's
               notice required by this Section 5 must be received by the
               Secretary of the Corporation not later than the close of business
               on the 105/th/ calendar day, and not earlier than the close of
               business on the 120/th/ calendar day, before the one year
               anniversary of the date on which the Corporation first mailed its
               proxy materials for the prior year's annual meeting of
               shareholders; provided, however, that if the date of the annual
                             --------  -------
               meeting is more than thirty (30) calendar days before or more
               than sixty (60) calendar days after the anniversary date of the
               prior year's annual meeting, then notice by the shareholder to be
               timely must be received by the Secretary of the Corporation not
               earlier than the close of business on the 120/th/ calendar day
               prior to such annual meeting, and not later than the close of
               business on the later of the 90/th/ calendar day prior to such
               annual meeting or the 10/th/ calendar day following the calendar
               day on which public announcement of the date of such meeting is
               first made by the Corporation. Public announcement of an
               adjournment of an annual meeting of shareholders shall not
               commence a new time period for the giving of a shareholder's
               notice as described in this Section 5.

                   (2) Notwithstanding anything in Section 5(b)(1) of this
               Article I to the contrary, if the number of directors to be
               elected to the board of directors of the Corporation at an annual
               meeting is increased and there is no public announcement by the
               Corporation naming all of the nominees for director or specifying
               the size of the increased board of directors at least one hundred
               (100) calendar days prior to the anniversary of the prior year's
               annual meeting of shareholders, then a shareholder's notice
               required by this Section 5 shall be considered timely, but only
               with respect to nominees for any new positions created by such
               increase, if it is received by the Secretary of the Corporation
               not later than the close of business on the 10/th/ calendar day
               following the day on which such public announcement is first made
               by the Corporation.

               (c) Special Meetings of Shareholders. To be timely for a special
                   --------------------------------
     meeting, the shareholder's notice required by this Section 5 must be
     received by the Secretary of the Corporation not earlier than the close of
     business on the 105/th/ calendar day prior to such

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     special meeting, and not later than the close of business on the later of
     the 90/th/ calendar day prior to such special meeting or the 10/th/
     calendar day following the day on which public announcement is first made
     by the Corporation of the date of such special meeting. The public
     announcement of an adjournment of a special meeting of shareholders shall
     not commence a new time period for the giving of a shareholder's notice as
     described this Section 5.

               (d) Shareholder's Notice of Nominations and Business. A
                   ------------------------------------------------
     shareholder's notice to the Corporation given pursuant to either Section 2
     or Section 5 of this Article I shall set forth (A) as to each person whom
     the shareholder proposes to nominate for election or reelection as a
     director, all information relating to such person that is required to be
     disclosed in solicitations of proxies for election of directors in an
     election contest, or is otherwise required, in each case pursuant to
     Regulation 14A under the Securities Exchange Act of 1934, as amended (the
     "Exchange Act") including such nominee's written consent to being named in
     the proxy statement as a nominee and to serving as a director if elected;
     (B) as to any other business that the shareholder proposes to bring before
     the meeting, (i) a description of the business desired to be brought before
     the meeting, (ii) the text of any resolution proposed to be adopted at the
     meeting, (iii) the reasons for conducting such business at the meeting, and
     (iv) any material interest in such business of such shareholder and the
     beneficial owner, if any, on whose behalf the proposal is made; and (C) the
     name and address of such shareholder, as they appear on the Corporation's
     books, and of any such beneficial owner, and the class and number of shares
     of the Corporation which are owned beneficially and of record by such
     shareholder and any such beneficial owner.

               (e) General.
                   -------

                   (1) Only such persons who are nominated in accordance with
               the procedures set forth in this Section 5 shall be eligible for
               election to serve as directors and only such business shall be
               conducted at a meeting of shareholders as shall have been brought
               before the meeting in accordance with the procedures set forth in
               this Section 5. Except as otherwise provided by law, the Articles
               of Incorporation or these bylaws, the chairman of the meeting
               shall have the power and duty to determine whether a nomination
               or any business proposed to be brought before the meeting was
               made or proposed, as the case may be, in accordance with the
               procedures set forth in these bylaws and, if any proposed
               nomination or business is not in compliance with these bylaws, to
               declare that such defective proposal or nomination shall be
               disregarded. The chairman of the meeting of shareholders shall,
               if the facts warrant, determine and declare to the meeting that
               any nomination or business was not properly brought before the
               meeting and in accordance with the provisions of these bylaws,
               and if he or she should so determine, the chairman shall so
               declare to the meeting, and any such nomination or business not
               properly brought before the meeting shall not be transacted.

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                   (2) Whenever used in these bylaws, "public announcement"
               shall mean disclosure (A) in a press release released by the
               Corporation, provided such press release is released by the
               Corporation following its customary procedures, is reported by
               the Dow Jones News Service, Associated Press or comparable
               national news service, or is generally available on internet news
               sites, or (B) in a document publicly filed by the Corporation
               with the Securities and Exchange Commission pursuant to Section
               13, 14 or 15(d) of the Exchange Act.

                   (3) Notwithstanding the foregoing provisions of these bylaws,
               a shareholder shall also comply with all applicable requirements
               of the Exchange Act and the rules and regulations thereunder with
               respect to the matters set forth in these bylaws. Nothing in
               these bylaws shall be deemed to affect any rights (A) of
               shareholders to request inclusion of proposals in the
               Corporation's proxy statement pursuant to Rule 14a-8 under the
               Exchange Act, or (B) of the holders of any class or series of
               stock having a preference over the Common Stock as to dividends
               or upon liquidation to elect directors under specified
               circumstances.

          6.   NOTICE TO SHAREHOLDERS.

               (a) The secretary shall give notice to shareholders of the date,
          time, and place of each annual and special shareholders' meeting no
          fewer than ten nor more than sixty (60) days before the date of the
          meeting; except that, if the articles of incorporation are to be
          amended to increase the number of authorized shares, at least thirty
          (30) days' notice shall be given. Except as otherwise required by the
          Act, the secretary shall be required to give such notice only to
          shareholders entitled to vote at the meeting.

               (b) Notice of an annual shareholders' meeting need not include a
          description of the purpose or purposes for which the meeting is called
          unless a purpose of the meeting is to consider an amendment to the
          articles of incorporation, a restatement of the articles of
          incorporation, a plan of merger or share exchange, disposition of
          substantially all of the property of the Corporation, consent by the
          Corporation to the disposition of property by another entity, or
          dissolution of the Corporation.

               (c) Notice of a special shareholders' meeting shall include a
          description of the purpose or purposes for which the meeting is
          called, and no other business shall be conducted at such meeting.

               (d) Notice of a shareholders' meeting shall be in writing and
          shall be given:

                   (1) by deposit in the United States mail, properly addressed
               to the shareholder's address shown in the Corporation's current
               record of shareholders, first class postage prepaid, and, if so
               given, shall be effective when mailed; or

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                   (2) by telegraph, teletype, electronically transmitted
               facsimile, electronic mail, mail, or private carrier or by
               personal delivery to the shareholder, and, if so given, shall be
               effective when actually received by the shareholder.

               (e) If an annual or special shareholders' meeting is adjourned to
          a different date, time, or place, notice need not be given of the new
          date, time or place if the new date, time, or place is announced at
          the meeting before adjournment; provided, however, that, if a new
          record date for the adjourned meeting is fixed pursuant to Section
          I.3.(c), notice of the adjourned meeting shall be given to persons who
          are shareholders as of the new record date.

               (f) If three (3) successive notices are given by the Corporation,
          whether with respect to a shareholders' meeting or otherwise, to a
          shareholder and are returned as undeliverable, no further notices to
          such shareholder shall be necessary until another address for the
          shareholder is made known to the Corporation.

          7.   QUORUM. Shares entitled to vote as a separate voting group may
     take action on a matter at a meeting only if a quorum of those shares
     exists with respect to that matter. A majority of the votes entitled to be
     cast on the matter by the voting group shall constitute a quorum of that
     voting group for action on the matter. If a quorum does not exist with
     respect to any voting group, the president, the board of directors, chief
     executive officer, chairman of the board, or the holders of a majority of
     outstanding shares, whether present in person or by proxy, whether or not a
     member of that voting group, may adjourn the meeting to a different date,
     time, or place, and (subject to the next sentence) notice need not be given
     of the new date, time, or place if the new date, time, or place is
     announced at the meeting before adjournment. If a new record date for the
     adjourned meeting is or must be fixed pursuant to Section I.3.(c), notice
     of the adjourned meeting shall be given pursuant to Section I.6. to persons
     who are shareholders as of the new record date. At any adjourned meeting at
     which a quorum exists, any matter may be acted upon that could have been
     acted upon at the meeting originally called; provided, however, that, if
                                                  --------  -------
     new notice is given of the adjourned meeting, then such notice shall state
     the purpose or purposes of the adjourned meeting sufficiently to permit
     action on such matters. Once a share is represented for any purpose at a
     meeting, including the purpose of determining that a quorum exists, it is
     deemed present for quorum purposes for the remainder of the meeting and for
     any adjournment of that meeting unless a new record date is or shall be set
     for that adjourned meeting.

          8.   VOTING ENTITLEMENT OF SHARES. Except as stated in the articles of
     incorporation, each outstanding share, regardless of class, is entitled to
     one vote, and each fractional share is entitled to a corresponding
     fractional vote, on each matter voted on at a shareholders' meeting.

          9.   PROXIES; ACCEPTANCE OF VOTES AND CONSENTS.

               (a) A shareholder may vote either in person or by proxy.

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               (b) An appointment of a proxy is not effective against the
          Corporation until the appointment is received by the Corporation. An
          appointment is valid for eleven months unless a different period is
          expressly provided in the appointment form.

               (c) The Corporation may accept or reject any appointment of a
          proxy, revocation of appointment of a proxy, vote, consent, waiver, or
          other writing purportedly signed by or for a shareholder, if such
          acceptance or rejection is in accordance with the provisions of (S)(S)
          7-107-203 and 7-107-205 of the Act.

               (d) The board of directors may appoint, or may authorize the
          Chairman of the Board to appoint, one or more inspectors, which
          inspector or inspectors may include individuals who serve the
          Corporation in other capacities, including, without limitation, as
          officers, employees, agents or representatives, to act at the meetings
          of shareholders and make a written report thereof. If no inspector has
          been appointed to act or is able to act at a meeting of shareholders,
          the chairman of the meeting shall appoint one or more inspectors to
          act at the meeting. Each inspector, before discharging such person's
          duties, shall take and sign an oath faithfully to execute the duties
          of inspector with strict impartiality and according to the best of
          such person's ability. The inspectors shall, by majority vote, resolve
          all questions regarding voting of shares, including the shares
          represented at the meeting, the qualification of voters, the validity
          of proxies, the existence of a quorum as to any voting group, and the
          acceptance, rejection and tabulation of votes.

          10.  CONDUCT OF MEETINGS. The board of directors may to the extent not
     prohibited by law adopt such rules and regulations for the conduct of the
     meeting of shareholders as it shall deem appropriate. Except to the extent
     inconsistent with such rules and regulations as adopted by the board of
     directors, the chairman of any meeting of shareholders shall have the right
     and authority to prescribe such rules, regulations and procedures and to do
     all such acts as, in the judgment of such chairman, are appropriate for the
     proper conduct of the meeting. Such rules, regulations or procedures,
     whether adopted by the board of directors or prescribed by the chairman of
     the meeting, may to the extent not prohibited by law include, without
     limitation, the following: (i) the establishment of an agenda or order of
     business for the meeting; (ii) rules and procedures for maintaining order
     at the meeting and the safety of those present; (iii) limitations on
     attendance at or participation in the meeting to shareholders of record of
     the Corporation, their duly authorized and constituted proxies or such
     other persons as the chairman of the meeting shall determine; (iv)
     restrictions on entry to the meeting after the time fixed for the
     commencement thereof; and (v) limitations on the time allotted to questions
     or comments by participants. The date and time of the opening and the
     closing of the polls for each matter upon which the shareholders will vote
     at a meeting shall be announced at the meeting by the person presiding over
     the meeting. Unless, and to the extent, determined by the board of
     directors or the chairman of the meeting, meetings of shareholders shall
     not be required to be held in accordance with the rules of parliamentary
     procedure.

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          11.  WAIVER OF NOTICE.

               (a) A shareholder may waive any notice required by the Act, by
          the articles of incorporation or these bylaws, whether before or after
          the date or time stated in the notice as the date or time when any
          action will occur or has occurred. The waiver shall be in writing, be
          signed by the shareholder entitled to the notice, and be delivered to
          the Corporation for inclusion in the minutes or filing with the
          corporate records, but such delivery and filing shall not be
          conditions of the effectiveness of the waiver.

               (b) A shareholder's attendance at a meeting waives objection to
          lack of notice or defective notice of the meeting, unless the
          shareholder at the beginning of the meeting objects to holding the
          meeting or transacting business at the meeting because of lack of
          notice or defective notice, and waives objection to consideration of a
          particular matter at the meeting that is not within the purpose or
          purposes described in the meeting notice, unless the shareholder
          objects to considering the matter when it is presented.

          12.  ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action required or
     permitted to be taken at a shareholders' meeting may be taken without a
     meeting if all of the shareholders entitled to vote thereon consent to such
     action in writing. Action taken pursuant to this section shall be effective
     when the Corporation has received writings that describe and consent to the
     action, signed by all of the shareholders entitled to vote thereon. Action
     taken pursuant to this section shall be effective as of the date the last
     writing, necessary to effect the action, is received by the Corporation,
     unless all of the writings necessary to effect the action specify another
     date, which may be before or after the date the writings are received by
     the Corporation. Such action shall have the same effect as action taken at
     a meeting of shareholders and may be described as such in any document. Any
     shareholder who has signed a writing describing and consenting to action
     taken pursuant to this section may revoke such consent by a writing signed
     by the shareholder describing the action and stating that the shareholder's
     prior consent thereto is revoked, if such writing is received by the
     secretary of the Corporation before the effectiveness of the action.

          13.  MEETINGS BY TELECOMMUNICATIONS. Any or all of the shareholders
     may participate in an annual or special shareholders' meeting by, or the
     meeting may be conducted through the use of, any means of communication by
     which all persons participating in the meeting may hear each other during
     the meeting. A shareholder participating in a meeting by this means is
     deemed to be present in person at the meeting.

          14.  POSTPONEMENT OF MEETINGS. Whenever in the judgment of the board
     of directors the interest of the Corporation and it shareholders would be
     served thereby it may postpone for a period of up to thirty (30) days the
     convening of a previously noticed annual or special meeting of shareholders
     by making a prompt public announcement of the postponement. If a new record
     date for the postponed meeting is or must be fixed pursuant to Section
     I.3.(c), notice of the postponed meeting shall be given pursuant to Section
     I.6. to persons who are shareholders as of the new record date.

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                                  ARTICLE II
                                   DIRECTORS

     1.   AUTHORITY OF THE BOARD OF DIRECTORS; PERFORMANCE OF DUTIES. The
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be managed under the direction of,
a board of directors. A director shall perform his duties as a director,
including his duties as a member of any committee of the Board of Directors upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the Corporation, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances.

     2.   NUMBER. The number of directors shall be at least one (1) and not more
than eight (8). Within that range, the number of directors shall be as stated by
resolution adopted by the board of directors from time to time, but no decrease
in the number of directors shall have the effect of shortening the term of any
incumbent director

     3.   QUALIFICATION. Directors shall be natural persons at least eighteen
years old but need not be residents of the State of Colorado or shareholders of
the Corporation.

     4.   ELECTION. The board of directors shall be elected at the annual
meeting of the shareholders or at a special meeting called for that purpose.

     5.   TERM. Each director shall be elected to hold office until the next
annual meeting of shareholders and until the director's successor is elected and
qualified. The term of a director elected to fill a vacancy by the board of
directors, even if less than a quorum, expires at the next annual meeting of
shareholders at which directors are elected. Unless prohibited by the articles
of incorporation, shareholders may fill a vacancy that occurs on the board of
directors. If shareholders are permitted to fill a vacancy on the board of
directors, the term of a director so elected shall be the unexpired term of his
or her last predecessor in office elected by the shareholders.

     6.   RESIGNATION. A director may resign at any time by giving written
notice of his or her resignation to any other director or (if the director is
not also the secretary) to the secretary. The resignation shall be effective
when it is received by the other director or secretary, as the case may be,
unless the notice of resignation specifies a later effective date. Acceptance of
such resignation shall not be necessary to make it effective unless the notice
so provides.

     7.   REMOVAL. Any director may be removed by the shareholders, of the
voting group that elected the director with or without cause at a meeting called
for that purpose. The notice of the meeting shall state that the purpose, or one
of the purposes, of the meeting is removal of the director. A director may be
removed only if the number of votes cast in favor of removal exceeds the number
of votes cast against removal.

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     8.   VACANCIES.

          (a) If a vacancy occurs on the board of directors, including a vacancy
     resulting from an increase in the number of directors:

               (1) The shareholders may fill the vacancy at the next annual
          meeting or at a special meeting called for that purpose; or

               (2) The board of directors may fill the vacancy; or

               (3) If the directors remaining in office constitute fewer than a
          quorum of the board, they may fill the vacancy by the affirmative vote
          of a majority of all the directors remaining in office.

          (b) Notwithstanding Section II.8.(a), if the vacant office was held by
     a director elected by a voting group of shareholders, then, if one or more
     of the remaining directors were elected by the same voting group, only such
     directors are entitled to vote to fill the vacancy if it is filled by
     directors, and they may do so by the affirmative vote of a majority of such
     directors remaining in office; and only the holders of shares of that
     voting group are entitled to vote to fill the vacancy if it is filled by
     the shareholders.

          (c) A vacancy that will occur at a specific later date, by reason of a
     resignation that will become effective at a later date under Section II.6.
     or otherwise, may be filled before the vacancy occurs, but the new director
     may not take office until the vacancy occurs.

     9.   MEETINGS. The board of directors may hold regular or special meetings
in or out of the State of Colorado. The board of directors may, by resolution,
establish dates, times and places for regular meetings, which may thereafter be
held without further notice. Special meetings may be called by the president,
chairman, chief executive officer or by any two directors and shall be held at
the principal office of the Corporation unless another place is consented to by
every director. At any time when the board consists of a single director, that
director may act at any time, date, or place without notice.

     10.  NOTICE OF SPECIAL MEETING. Notice of a special meeting shall be given
to every director at least forty-eight (48) hours before the time of the
meeting, stating the date, time, and place of the meeting. The notice need not
describe the purpose of the meeting. Notice may be given orally to the director,
personally or by telephone or other wire or wireless communication. Notice may
also be given in writing by telegraph, teletype, electronically transmitted
facsimile, electronic mail, mail, or private carrier. Notice shall be effective
at the earliest of the time it is received; five days after it is deposited in
the United States mail, properly addressed to the last address for the director
shown on the records of the Corporation, first class postage prepaid; or the
date shown on the return receipt if mailed by registered or certified mail,
return receipt requested, postage prepaid, in the United States mail and if the
return receipt is signed by the director to which the notice is addressed.

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     11.  QUORUM. Except as provided in Section II.8., a majority of the number
of directors fixed in accordance with these bylaws shall constitute a quorum for
the transaction of business at all meetings of the board of directors. The act
of a majority of the directors present at any meeting at which a quorum is
present shall be the act of the board of directors, except as otherwise
specifically required by law.

     12.  WAIVER OF NOTICE.

          (a) A director may waive any notice of a meeting before or after the
     time and date of the meeting stated in the notice. Except as provided by
     Section II.12.(b), the waiver shall be in writing and shall be signed by
     the director. Such waiver shall be delivered to the secretary for filing
     with the corporate records, but such delivery and filing shall not be
     conditions of the effectiveness of the waiver.

          (b) A director's attendance at or participation in a meeting waives
     any required notice to him or her of the meeting unless, at the beginning
     of the meeting or promptly upon his or her later arrival, the director
     objects to holding the meeting or transacting business at the meeting
     because of lack of notice or defective notice and does not thereafter vote
     for or assent to action taken at the meeting.

     13.  ATTENDANCE BY TELEPHONE. One or more directors may participate in a
regular or special meeting by, or conduct the meeting through the use of, any
means of communication by which all directors participating may hear each other
during the meeting. A director participating in a meeting by this means is
deemed to be present in person at the meeting.

     14.  DEEMED ASSENT TO ACTION. A director who is present at a meeting of the
board of directors when corporate action is taken shall be deemed to have
assented to all action taken at the meeting unless:

          (a) The director objects at the beginning of the meeting, or promptly
     upon his or her arrival, to holding the meeting or transacting business at
     the meeting and does not thereafter vote for or assent to any action taken
     at the meeting;

          (b) The director contemporaneously requests that his or her dissent or
     abstention as to any specific action taken be entered in the minutes of the
     meeting; or

          (c) The director causes written notice of his or her dissent or
     abstention as to any specific action to be received by the presiding
     officer of the meeting before adjournment of the meeting or by the
     secretary (or, if the director is the secretary, by another director)
     promptly after adjournment of the meeting.

The right of dissent or abstention pursuant to this Section II.14. as to a
specific action is not available to a director who votes in favor of the action
taken.

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     15.  ACTION BY DIRECTORS WITHOUT A MEETING. Any action required or
permitted by law to be taken at a board of directors' meeting may be taken
without a meeting if all members of the board consent to such action in writing.
Action shall be deemed to have been so taken by the board at the time the last
director signs a writing describing the action taken, unless, before such time,
any director has revoked his or her consent by a writing signed by the director
and received by the secretary or any other person authorized by the bylaws or
the board of directors to receive such a revocation. Such action shall be
effective at the time and date it is so taken unless the directors establish a
different effective time or date. Such action has the same effect as action
taken at a meeting of directors and may be described as such in any document.

     16.  COMPENSATION. By resolution of the Board of Directors, any director
may be paid any one or more of the following: his expenses, if any, of
attendance at meetings; a fixed sum for attendance at each meeting; a stated
salary as director; or such other compensation as the Corporation and the
director may reasonably agree upon. No such payment shall preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor.


                                  ARTICLE III
                     COMMITTEES OF THE BOARD OF DIRECTORS

     1.   CREATION AND AUTHORITY. Subject to the provisions of Section 7-108-206
of the Act, the board of directors may create one or more committees and appoint
one or more members of the board of directors to serve on them. The Corporation
shall have an audit committee, a compensation committee, a nominating committee,
and such other committees as the board of directors shall designate by
resolution. The creation of a committee and appointment of members to it shall
require the approval of a majority of all the directors in office when the
action is taken.

     The provisions of these bylaws governing meetings, action without meeting,
notice, waiver of notice, and quorum and voting requirements of the board of
directors apply to committees and their members as well.

     To the extent specified by resolution adopted from time to time by a
majority of all the directors in office when the resolution is adopted, each
committee shall exercise the authority of the board of directors with respect to
the corporate powers and the management of the business and affairs of the
Corporation, except that a committee shall not:

               (a) Authorize distributions;

               (b) Approve or propose to shareholders action that the Act
                   requires to be approved by shareholders;

               (c) Fill vacancies on the board of directors or on any of its
                   committees;

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               (d) Amend the articles of incorporation pursuant to Section
                   7-110-102 of the Act, as amended or superseded;

               (e) Adopt, amend, or repeal bylaws;

               (f) Approve a plan of merger not requiring shareholder approval;

               (g) Authorize or approve reacquisition of shares, except
                   according to a formula or method prescribed by the board of
                   directors; or

               (h) Authorize or approve the issuance or sale of shares, or a
                   contract for the sale of shares, or determine the designation
                   and relative rights, preferences, and limitations of a class
                   or series of shares; except that the board of directors may
                   authorize a committee or an officer to do so within limits
                   specifically prescribed by the board of directors.

     The creation of, delegation of authority to, or action by, a committee does
not alone constitute compliance by a director with applicable standards of
conduct.

     2.   AUDIT COMMITTEE. There shall be an audit committee composed of not
less than three members of the board of directors, a majority of whom shall be
directors who are not active officers of the Corporation or any of its
subsidiaries. It shall be the duty of the committee to recommend to the board of
directors the accounting firm to be selected by the board or to be recommended
by it for shareholder approval, as independent auditor of the Corporation and
its subsidiaries, and to act on behalf of the board in meeting and reviewing
with the independent auditors and the appropriate corporate officers on matters
relating to corporate financial reporting and accounting procedures and
policies, adequacy of financial, accounting, and operating controls and the
scope of the respective audits of the independent auditors and the internal
auditor. The committee shall review the results of such audits with the
accounting firm and shall promptly report on the audits to the board of
directors. The committee shall submit to the board of directors any
recommendations it may have from time to time with respect to financial
reporting and accounting practices and policies and financial, accounting, and
operation controls and safeguards.

     3.   COMPENSATION COMMITTEE. There shall be a compensation committee
composed of not less than two members of the board of directors, a majority of
whom shall be directors who are not active officers of the Corporation or any of
its subsidiaries. It shall be the duty of the committee to recommend to the
board of directors the compensation of officers of the Corporation and its
subsidiaries, including the grant of stock options and other incentive
compensation to such officers and other key employees of the Corporation and its
subsidiaries.

     4.   NOMINATING COMMITTEE. There shall be a nominating committee composed
of not less than two members of the board of directors, a majority of whom shall
be directors who are not active officers of the Corporation or any of its
subsidiaries. It shall be the duty of the committee to review potential
candidates for director, and to recommend to the board

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<PAGE>

of directors the persons to be nominated to the board of directors at any
meeting of shareholders or meeting of directors at which directors are to be
elected.

                                  ARTICLE IV
                                   OFFICERS

     1.   GENERAL. The Corporation shall have as officers a president, a
secretary, and a treasurer, who shall be appointed by the board of directors.
The board of directors may appoint such other officers, including a chief
executive officer, and chairman of the board, as they may consider necessary.
The board of directors and such other officers as the board of directors may
authorize from time to time, acting singly, may appoint as additional officers
one or more vice presidents, assistant secretaries, assistant treasurers, and
such other subordinate officers as the board of directors or such other
appointing officers deem necessary or appropriate. The chief executive officer
or, if there is no chief executive officer, the president, shall have the right
to reject the appointment of any vice president, the secretary, the treasurer,
or any other subordinate officers; if there is a chief executive officer, the
chief executive officer shall have the right to reject the appointment of the
president. The officers of the Corporation shall hold their offices for such
terms and shall exercise such authority and perform such duties as shall be
determined from time to time by these bylaws, the board of directors, or (with
respect to officers whom are appointed by the appointing officers) the persons
appointing them; provided, however, that the board of directors may change the
term of offices and the authority of any officer appointed by the appointing
officers. Any two or more offices may be held by the same person. The officers
of the Corporation shall be natural persons at least eighteen years old.

     2.   TERM. Each officer shall hold office from the time of appointment
until the time of removal or resignation pursuant to Section IV.3. or until the
officer's death.

     3.   REMOVAL AND RESIGNATION. Any officer appointed by the board of
directors may be removed at any time by the board of directors. Any officer
appointed by an appointing officer may be removed at any time by the board of
directors or by the person appointing the officer. Any officer may resign at any
time by giving written notice of resignation to any director (or to any director
other than the resigning officer if the officer is also a director), to the
chief executive officer, to the president, to the secretary, or to the officer
who appointed the officer. Notwithstanding this Section IV.3, a resignation may
constitute a breach of contract. Acceptance of such resignation shall not be
necessary to make it effective, unless the notice so provides.

     4.   CHIEF EXECUTIVE OFFICER. The chief executive officer shall preside at
all meetings of shareholders, and shall also set the agenda of and preside at
all meetings of the board of directors unless the board of directors has
appointed a chairman, vice chairman, or other officer of the board and has
authorized such person to preside at meetings of the board of directors instead
of the chief executive officer. Subject to the direction and control of the
board of directors, the chief executive officer shall have general and active
management of the business of the Corporation. The chief executive officer shall
review the performance of all other officers, and shall make recommendations
with respect to their compensation to the Compensation Committee of the board of
directors. The chief executive officer may negotiate,

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<PAGE>

enter into, and execute contracts, deeds, and other instruments on behalf of the
Corporation as are necessary and appropriate to the conduct of the business and
affairs of the Corporation or as are approved by the board of directors. The
chief executive officer shall have such additional authority and duties as are
appropriate and customary for the office of chief executive officer, except as
the same may be expanded or limited by the board of directors from time to time.

     5.   PRESIDENT. The president shall be responsible for the day-to-day
operations of the Corporation, and shall report to the chief executive officer,
if one exists, or to the board of directors if there is no chief executive
officer. The president may negotiate, enter into, and execute contracts, deeds,
and other instruments on behalf of the Corporation as are necessary and
appropriate to the conduct of the business and affairs of the Corporation or as
are approved by the board of directors. The president shall have such additional
authority and duties as are appropriate and customary for the office of
president, except as the same may be expanded or limited by the board of
directors from time to time. In the event there is no chief executive officer or
in the chief executive officer's absence, the president shall have the authority
and duties of the chief executive officer.

     6.   VICE PRESIDENT. The vice president, if any, or, if there are more than
one, the vice presidents in the order determined by the board of directors or
the president (or, if no such determination is made, in the order of their
appointment), shall be the officer or officers next in seniority after the
president. Each vice president shall have such authority and duties as are
prescribed by the board of directors or president. Upon the death, absence, or
disability of the president, the vice president, if any, or, if there are more
than one, the vice presidents in the order determined by the board of directors
or the president, shall have the authority and duties of the president.

     7.   SECRETARY. The secretary shall be responsible for the preparation and
maintenance of minutes of the meetings of the board of directors and of the
shareholders and of the other records and information required to be kept by the
Corporation under section 7-116-101 of the Act and for authenticating records of
the Corporation. The secretary, president or other authorized officer shall
give, or cause to be given, notice of all meetings of the shareholders and
special meetings of the board of directors. The secretary will keep the minutes
of such meetings, have charge of the corporate seal and have authority to affix
the corporate seal to any instrument requiring it (and, when so affixed, it may
be attested by the secretary's signature), be responsible for the maintenance of
all other corporate records and files and for the preparation and filing of
reports to governmental agencies (other than tax returns), and have such other
authority and duties as are appropriate and customary for the office of
secretary, except as the same may be expanded or limited by the board of
directors from time to time.

     8.   ASSISTANT SECRETARY. The assistant secretary, if any, or, if there are
more than one, the assistant secretaries in the order determined by the board of
directors or the secretary (or, if no such determination is made, in the order
of their appointment) shall, under the supervision of the secretary, perform
such duties and have such authority as may be prescribed from time to time by
the board of directors or the secretary, and shall have such other authority and
duties as are appropriate and customary for the office of assistant secretary,
except as the same may be expanded or limited by the board of directors from
time to time. Upon the death,

                                       15
<PAGE>

absence, or disability of the secretary, the assistant secretary, if any, or, if
there are more than one, the assistant secretaries in the order designated by
the board of directors or the secretary (or, if no such determination is made,
in the order of their appointment), shall have the authority and duties of the
secretary.

     9.   TREASURER. The treasurer shall have control of the funds and the care
and custody of all stocks, bonds, and other securities owned by the Corporation,
and shall be responsible for the preparation and filing of tax returns. The
treasurer shall receive all moneys paid to the Corporation and, subject to any
limits imposed by the board of directors, shall have authority to give receipts
and vouchers, to sign and endorse checks and warrants in the Corporation's name
and on the Corporation's behalf, and give full discharge for the same. The
treasurer shall also have charge of disbursement of funds of the Corporation,
shall keep full and accurate records of the receipts and disbursements, and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as shall be designated by the
board of directors. The treasurer shall have such additional authority and
duties as are appropriate and customary for the office of treasurer, except as
the same may be expanded or limited by the board of directors from time to time.

     10.  ASSISTANT TREASURER. The assistant treasurer, if any, or, if there are
more than one, the assistant treasurers in the order determined by the board of
directors or the treasurer (or, if no such determination is made, in the order
of their appointment) shall, under the supervision of the treasurer, have such
authority and duties as may be prescribed from time to time by the board of
directors or the treasurer. The assistant treasurer shall have such additional
authority and duties as are appropriate and customary for the office of
assistant treasurer, except as the same may be expanded or limited by the board
of directors from time to time. Upon the death, absence, or disability of the
treasurer, the assistant treasurer, if any, or if there are more than one, the
assistant treasurers in the order determined by the board of directors or the
treasurer (or, if no such determination is made, in the order of their
appointment), shall have the authority and duties of the treasurer.

     11.  COMPENSATION. Officers shall receive such compensation for their
services as may be authorized or ratified by the board of directors. Election or
appointment of an officer shall not of itself create a contractual right to
compensation for services performed as such officer.

                                   ARTICLE V
                                INDEMNIFICATION

     1.   DIRECTORS AND OFFICERS. The corporation shall indemnify directors and
officers of the corporation in their capacities as directors and officers
pursuant to the procedures set forth in, and to the fullest extent authorized
by, Colorado law as the same exists or may hereafter be amended. The right to
indemnification provided herein shall be a contract right and shall include the
right to be paid by the corporation in accordance with Colorado law for expenses
incurred in advance of any proceeding's final disposition.

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<PAGE>

     2.   EMPLOYEES, FIDUCIARIES AND AGENTS. The corporation may indemnify
employees, fiduciaries and agents of the corporation to the same extent as is
permitted for directors under Colorado law (and to a greater extent if
consistent with law). No such indemnification shall be made without the prior
approval of the board of directors and the determination by the board of
directors that such indemnification is permissible.

     3.   INSURANCE. The corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee, fiduciary and agent of the
corporation or another corporation, partnership, joint venture, trust, or other
enterprise against any expense, liability or loss whether or not the corporation
would have the power to indemnify such person against such expense, liability or
loss under Colorado law.

     4.   NOT EXCLUSIVE. The foregoing rights of indemnification shall not be
exclusive of other rights to which any director, officer, employee or agent may
be entitled as a matter of law.

                                  ARTICLE VI
                                    SHARES

     1.   CERTIFICATES. Certificates representing shares of the capital stock of
the Corporation shall be in such form as is approved by the board of directors
and shall be signed by the chairman or vice chairman of the board of directors
(if any), or the president or any vice president, and by the secretary or an
assistant secretary or the treasurer or an assistant treasurer. All certificates
shall be consecutively numbered, and the names of the owners, the number of
shares, and the date of issue shall be entered on the books of the Corporation.
Each certificate representing shares shall state upon its face:

          (a) That the Corporation is organized under the laws of the State of
     Colorado;

          (b) The name of the person to whom issued;

          (c) The number and class of the shares and the designation of the
     series, if any, that the certificate represents;

          (d) The par value, if any, of each share represented by the
     certificate;

          (e) If the Corporation is authorized to issue different classes or
     series of shares, a conspicuous statement, on the front or back of each
     certificate, that the Corporation will furnish to the shareholder, on
     request in writing and without charge, information concerning the
     designations, preferences, limitations, and relative rights applicable to
     each class, the variations in preferences, limitations, and rights
     determined for each series, and the authority of the board of directors to
     determine variations for future classes or series; and

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<PAGE>

          (f) Any restrictions imposed by the Corporation upon the transfer of
     the shares represented by the certificate.

     2.   FACSIMILE SIGNATURES. Where a certificate is signed:

          (a) By a transfer agent other than the Corporation or its employee, or

          (b) By a registrar other than the Corporation or its employee, any or
     all of the officers' signatures on the certificate required by Section
     VI.1. may be facsimile. If any officer, transfer agent or registrar who has
     signed, or whose facsimile signature or signatures have been placed upon,
     any certificate, shall cease to be such officer, transfer agent, or
     registrar, whether because of death, resignation, or otherwise, before the
     certificate is issued by the Corporation, it may nevertheless be issued by
     the Corporation with the same effect as if he or she were such officer,
     transfer agent or registrar at the date of issue.

     3.   TRANSFERS OF SHARES. Transfers of shares shall be made on the books of
the Corporation only upon presentation of the certificate or certificates
representing such shares properly endorsed by the person or persons appearing
upon the face of such certificate to be the owner, or accompanied by a proper
transfer or assignment separate from the certificate, except as may otherwise be
expressly provided by the statutes of the State of Colorado or by order of a
court of competent jurisdiction. The officers or transfer agents of the
Corporation may, in their discretion, require a signature guaranty before making
any transfer. The Corporation shall be entitled to treat the person in whose
name any shares are registered on its books as the owner of those shares for all
purposes and shall not be bound to recognize any equitable or other claim or
interest in the shares on the part of any other person, whether or not the
Corporation shall have notice of such claim or interest.

     4.   SHARES HELD FOR ACCOUNT OF ANOTHER. The board of directors may adopt
by resolution a procedure whereby a shareholder of the Corporation may certify
in writing to the Corporation that all or a portion of the shares registered in
the name of such shareholder are held for the account of a specified person or
persons. The resolution shall set forth:

          (a) The classification of shareholders who may certify;

          (b) The purpose or purposes for which the certification may be made;

          (c) The form of certification and information to be contained herein;

          (d) If the certification is with respect to a record date or closing
     of the stock transfer books, the time after the record date or the closing
     of the stock transfer books within which the certification must be received
     by the Corporation; and

          (e) Such other provisions with respect to the procedure as are deemed
     necessary or desirable. Upon receipt by the Corporation of a certification
     complying with the procedure, the persons specified in the certification
     shall be deemed, for the purpose or purposes set

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<PAGE>

     forth in the certification, to be the holders of record of the number of
     shares specified in place of the shareholder making the certification.

     5.   LOST CERTIFICATES. The Board of Directors may direct a new certificate
to be issued in place of a certificate alleged to have been destroyed or lost if
the owner makes an affidavit or affirmation of that fact and produces such
evidence of loss or destruction as the Board of Directors may require. The
Board, in its discretion, may as a condition precedent to the issuance of a new
certificate require the owner to give the Corporation a bond in such form and
amount and with such surety as it may determine as indemnity against any claim
that may be made against the Corporation relating to the certificate allegedly
destroyed or lost.

                                  ARTICLE VII
                                 MISCELLANEOUS

     1.   CORPORATE SEAL. The board of directors may adopt a seal, circular in
form and bearing the name of the Corporation and the words "SEAL" and
"COLORADO," which, when adopted, shall constitute the seal of the Corporation.
The seal may be used by causing it or a facsimile of it to be impressed,
affixed, manually reproduced, or rubber stamped with indelible ink.

     2.   FISCAL YEAR. The fiscal year of the Corporation shall begin on July 1
and end on June 30 of each year. The board of directors may, by resolution,
change the fiscal year of the Corporation.

     3.   RECEIPT OF NOTICES BY THE CORPORATION. Notices, shareholder writings
consenting to action, and other documents or writings shall be deemed to have
been received by the Corporation when they are received at (a) the registered
office of the Corporation in the State of Colorado or (b) the principal office
of the Corporation (as that office is designated in the most recent document
filed by the Corporation with the Secretary of State for the State of Colorado
designating a principal office) addressed to the attention of the secretary of
the Corporation.

     4.   AMENDMENT OF BYLAWS. These bylaws may at any time and from time to
time be amended, supplemented, or repealed by the board of directors.

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<PAGE>

                                  CERTIFICATE

     I hereby certify that the foregoing bylaws, consisting of twenty (20)
pages, including this page, constitute the bylaws of Colorado MEDtech, Inc.,
adopted by the board of directors of the Corporation as of August 22, 2000.

                                 /s/ Peter J. Jensen
                                 ---------------------------------
                                 Peter J. Jensen, Secretary

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