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                               TABLE OF CONTENTS
                               OF THE BYLAWS OF
                             CYANOTECH CORPORATION

ARTICLE 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
    Section 1.01.  NAME . . . . . . . . . . . . . . . . . . . . . . . .    1
    Section 1.02.  REGISTERED OFFICE AND RESIDENT AGENT . . . . . . . .    1
    Section 1.03.  OTHER OFFICES. . . . . . . . . . . . . . . . . . . .    1
    Section 1.04.  SEAL . . . . . . . . . . . . . . . . . . . . . . . .    1
    Section 1.05.  FISCAL YEAR  . . . . . . . . . . . . . . . . . . . .    1

ARTICLE 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
    Section 2.01.  CONSIDERATION FOR SHARES . . . . . . . . . . . . . .    1
    Section 2.02.  PAYMENT FOR SHARES . . . . . . . . . . . . . . . . .    1
    Section 2.03.  CERTIFICATES REPRESENTING SHARES . . . . . . . . . .    2
    Section 2.04.  TRANSFER OF SHARES . . . . . . . . . . . . . . . . .    2
    Section 2.05.  REGULATIONS. . . . . . . . . . . . . . . . . . . . .    2

ARTICLE 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
    Section 3.01.  PLACE OF STOCKHOLDERS' MEETINGS. . . . . . . . . . .    2
    Section 3.02.  ANNUAL STOCKHOLDERS' MEETING . . . . . . . . . . . .    2
    Section 3.03.  SPECIAL STOCKHOLDERS' MEETINGS . . . . . . . . . . .    3
    Section 3.04.  BUSINESS AT STOCKHOLDERS' MEETINGS . . . . . . . . .    3
    Section 3.05.  NOTICE OF STOCKHOLDERS' MEETINGS . . . . . . . . . .    4
    Section 3.06.  STOCKHOLDER QUORUM . . . . . . . . . . . . . . . . .    4
    Section 3.07.  ADJOURNED STOCKHOLDERS' MEETINGS . . . . . . . . . .    4
    Section 3.08.  ENTRY OF NOTICE. . . . . . . . . . . . . . . . . . .    5
    Section 3.09.  VOTING . . . . . . . . . . . . . . . . . . . . . . .    5
    Section 3.10.  CONSENT OF ABSENTEES . . . . . . . . . . . . . . . .    5
    Section 3.11.  STOCKHOLDER ACTION WITHOUT MEETING . . . . . . . . .    6
    Section 3.12.  PROXIES. . . . . . . . . . . . . . . . . . . . . . .    6
    Section 3.13.  DEFINITION OF "STOCKHOLDER". . . . . . . . . . . . .    6

ARTICLE 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
    Section 4.01.  NUMBER; TERM; ELECTION . . . . . . . . . . . . . . .    6
    Section 4.02.  NOMINATIONS. . . . . . . . . . . . . . . . . . . . .    6
    Section 4.03.  VACANCIES. . . . . . . . . . . . . . . . . . . . . .    8
    Section 4.04.  ANNUAL MEETING . . . . . . . . . . . . . . . . . . .    9
    Section 4.05.  REGULAR MEETINGS . . . . . . . . . . . . . . . . . .    9
    Section 4.06.  OTHER MEETINGS . . . . . . . . . . . . . . . . . . .    9
    Section 4.07.  NOTICE OF ADJOURNED MEETINGS . . . . . . . . . . . .    9
    Section 4.08.  ENTRY OF NOTICE. . . . . . . . . . . . . . . . . . .   10
    Section 4.09.  WAIVER OF NOTICE . . . . . . . . . . . . . . . . . .   10

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    Section 4.10.  QUORUM . . . . . . . . . . . . . . . . . . . . . . .   10
    Section 4.11.  PARTICIPATION IN MEETINGS BY TELEPHONE . . . . . . .   10
    Section 4.12.  ADJOURNMENT. . . . . . . . . . . . . . . . . . . . .   10
    Section 4.13.  ACTION WITHOUT MEETING . . . . . . . . . . . . . . .   10
    Section 4.14.  FEES AND COMPENSATION. . . . . . . . . . . . . . . .   11
    Section 4.15.  LIMITATION OF LIABILITY. . . . . . . . . . . . . . .   11
    Section 4.16.  INDEMNIFICATION; ADVANCEMENT OF EXPENSES . . . . . .   11
    Section 4.17.  INDEMNIFICATION OF EMPLOYEES AND AGENTS. . . . . . .   11
    Section 4.18.  POWERS OF DIRECTORS. . . . . . . . . . . . . . . . .   12
    Section 4.19.  COMMITTEES . . . . . . . . . . . . . . . . . . . . .   12

ARTICLE 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
    Section 5.01.  OFFICERS . . . . . . . . . . . . . . . . . . . . . .   12
    Section 5.02.  ELECTION . . . . . . . . . . . . . . . . . . . . . .   12
    Section 5.03.  SUBORDINATE OFFICERS . . . . . . . . . . . . . . . .   12
    Section 5.04.  REMOVAL AND RESIGNATION. . . . . . . . . . . . . . .   13
    Section 5.05.  VACANCIES. . . . . . . . . . . . . . . . . . . . . .   13
    Section 5.06.  CHAIRMAN OF THE BOARD OF DIRECTORS . . . . . . . . .   13
    Section 5.07.  CHIEF EXECUTIVE OFFICER. . . . . . . . . . . . . . .   13
    Section 5.08.  PRESIDENT. . . . . . . . . . . . . . . . . . . . . .   13
    Section 5.09.  VICE PRESIDENTS. . . . . . . . . . . . . . . . . . .   14
    Section 5.10.  SECRETARY. . . . . . . . . . . . . . . . . . . . . .   14
    Section 5.11.  ASSISTANT SECRETARIES. . . . . . . . . . . . . . . .   15
    Section 5.12.  CHIEF FINANCIAL OFFICER. . . . . . . . . . . . . . .   15
    Section 5.13.  TREASURER. . . . . . . . . . . . . . . . . . . . . .   15
    Section 5.14.  ASSISTANT TREASURERS . . . . . . . . . . . . . . . .   15
    Section 5.15.  CORPORATE BANK ACCOUNTS. . . . . . . . . . . . . . .   15
    Section 5.16.  TRANSFERS OF AUTHORITY . . . . . . . . . . . . . . .   16

ARTICLE 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
    Section 6.01  RECORD DATE AND CLOSING STOCK BOOKS . . . . . . . . .   16
    Section 6.02  CHECKS, DRAFTS, ETC.  . . . . . . . . . . . . . . . .   16
    Section 6.03  CONTRACTS, ETC., HOW EXECUTED . . . . . . . . . . . .   16
    Section 6.04  LOST CERTIFICATES OF STOCK. . . . . . . . . . . . . .   17
    Section 6.05  REPRESENTATION OF SHARES. . . . . . . . . . . . . . .   17
    Section 6.06  INSPECTION OF BYLAWS. . . . . . . . . . . . . . . . .   17

ARTICLE 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
    Section 7.01  POWER OF STOCKHOLDERS . . . . . . . . . . . . . . . .   17
    Section 7.02  POWER OF DIRECTORS. . . . . . . . . . . . . . . . . .   18


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                                     BYLAWS
                            OF CYANOTECH CORPORATION

                                   ARTICLE I
                                IDENTIFICATION

     Section 1.01. NAME. The name of the Corporation is Cyanotech Corporation.

     Section 1.02. REGISTERED OFFICE AND RESIDENT AGENT. The address of its
registered office in Nevada is One East First Street, Suite 1600, Reno, Nevada
89501. The name of the resident agent at such address is Corporation Trust
Company of Nevada.

     Section 1.03. OTHER OFFICES. The principal executive office of the
Corporation shall be established by the Board of Directors and branch or
subordinate offices may be established by the Board of Directors.

     Section 1.04. SEAL. The seal of the Corporation will be circular in form
and mounted upon a metal die, suitable for impressing the same upon paper. The
use of the seal is not necessary on any corporate document and its use or
nonuse shall not in any way affect the legality of the document.

     Section 1.05. FISCAL YEAR. The fiscal year of the Corporation will be
determined by resolution of the Board of Directors.

                                   ARTICLE 2
                                     STOCK

     Section 2.01. CONSIDERATION FOR SHARES. The shares of stock may be issued
for such consideration, expressed in dollars, as shall be fixed from time to
time by the Board of Directors. Treasury shares may be disposed of by the
Corporation for such consideration expressed in dollars as may be fixed from
time to time by the Board of Directors.

     Section 2.02. PAYMENT FOR SHARES. The consideration for the issuance of
shares may be paid, in whole or in part, in the form of any tangible or
intangible property or benefit to the Corporation, including, but not limited
to, cash, promissory notes, services performed, contracts for services to be
performed or other securities of the Corporation. When the Corporation receives
the consideration for which the Board of Directors authorized the issuance of
shares, the shares issued therefor are fully paid and non-assessable. The
judgment of the Board of Directors as to the adequacy of the consideration
received for shares shall be conclusive in the absence of actual fraud in the


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transaction. The Corporation may place in escrow shares issued for a contract
for further services or benefits or a promissory note, or make any other
arrangement to restrict the transfer of the shares.

     Section 2.03. CERTIFICATES REPRESENTING SHARES. Each holder of stock is
entitled to a certificate in such form as may be required by applicable law
signed by the Chairman of the Board of Directors, Chief Executive Officer, or
President (or a vice president), and the Secretary (or an assistant secretary),
certifying the number of shares owned by the stockholder in the Corporation.

     In case any officer or officers who shall have signed, or whose facsimile
signature or signatures shall have been used on, any certificate or
certificates shall cease to be an officer or officers of the Corporation,
whether because of death, resignation or otherwise, before the certificate or
certificates shall have been delivered by the Corporation, the certificate or
certificates may nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed the certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be an officer or officers of the Corporation.

     Section 2.04. TRANSFER OF SHARES. Transfers of shares shall be made only
upon the stock transfer books of the Corporation kept in an office of the
Corporation or by transfer agents designated to transfer shares of the stock of
the Corporation.

     Section 2.05. REGULATIONS. The issue, transfer, conversion and
registration of stock shall be governed by such other regulations as the Board
of Directors may establish.

                                   ARTICLE 3
                                  STOCKHOLDERS

     Section 3.01. PLACE OF STOCKHOLDERS' MEETINGS. Meetings of the
stockholders of the Corporation shall be held at the principal executive office
of the Corporation, 73-4460 Queen Kaahumanu Highway, Suite 102, Kailua-Kona,
Hawaii 96740, or at such other place as may be designated by the Chairman of
the Board of Directors, the Chief Executive Officer or the Board of Directors.

     Section 3.02. ANNUAL STOCKHOLDERS' MEETING. The annual meeting of the
stockholders shall be held on such date and at such time as the Board of
Directors shall fix for the purposes of electing directors and transacting such
other business as may be properly be brought before the meeting.


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     Section 3.03. SPECIAL STOCKHOLDERS' MEETINGS. Subject to the Corporation's
Articles of Incorporation, special meetings of the stockholders may be called
by the Board of Directors, and shall be held on such date and at such time
as shall be fixed by resolution.

     Section 3.04. BUSINESS AT STOCKHOLDERS' MEETINGS. Except as otherwise
provided by law (including but not limited to Rule 14a-8 of the Securities
Exchange Act of 1934, as amended, or any successor provision thereto) or in
these Bylaws, the business which shall be conducted at any meeting of the
stockholders shall (a) have been specified in the written notice of the
meeting (or any supplement thereto) given by the Corporation, (b) be brought
before the meeting at the direction of the Board of Directors or the
presiding officer of the meeting, or (c) have been specified in a written
notice given to the Secretary of the Corporation by or on behalf of any
stockholder who shall have been a stockholder of record on the record date
for such meeting and who shall continue to be entitled to vote thereat and
who is in continuing compliance with the requirements of Rule 14a-8 (the
"Stockholder's Notice"), in accordance with all of the following requirements:

          (1) Each Stockholder's Notice must be delivered to, or mailed and
     received at, the principal executive offices of the Corporation:

               (a) in the case of an annual meeting that is called for a date
          that is within thirty (30) days before or after the anniversary
          date of the immediately preceding annual meeting of stockholders,
          not less than one hundred twenty (120) calendar days in advance of
          the date of the Corporation's proxy statement for the previous
          year's annual stockholder's meeting nor more than one hundred fifty
          (150) days prior to such anniversary date; and

               (b) in the case of an annual meeting that is called for a date
          that is not within thirty (30) days before or after the anniversary
          date of the immediately preceding annual meeting, not later than
          the close of business on the tenth (10th) day following the day on
          which notice of the date of the meeting was mailed or public
          disclosure of the date of the meeting was made, whichever occurs
          first; and

          (2) Each such Stockholder's Notice must set forth each of the
     following:

               (a) the name and address of the stockholder who intends to
          bring the business before the meeting:

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               (b) the general nature of the business which he or she seeks
          to bring before the meeting; and

               (c) a representation that the stockholder is a holder of
          record of shares of stock entitled to vote at such meeting and
          intends to appear in person or by proxy at the meeting to bring the
          business specified in the notice before the meeting.


     The presiding officer of the meeting may, in his or her sole discretion,
refuse to acknowledge any business proposed by a stockholder not made in
compliance with the foregoing procedure.

     Section 3.05. NOTICE OF STOCKHOLDERS' MEETINGS. Written notice stating
the place, day and hour of a meeting of stockholders and the purpose for
which the meeting is called must be delivered not less than ten (10) days,
nor more than sixty (60) days before the date of the meeting, either
personally, or by mail, or by means of written communication, charges
prepaid, signed by the President (or any vice-president) or the Secretary (or
any assistant secretary) to each registered stockholder entitled to vote at
the meeting.  If mailed, the notice shall be considered to be delivered when
deposited in the United States mail addressed to the stockholder at the
stockholder's address as it appears on the stock transfer books of the
Corporation. It is not required that the notice be published in any
newspaper. Waiver by a stockholder in writing of notice of a meeting is
equivalent to giving notice. Attendance by a stockholder, without objection
to the notice, whether in person or by proxy, at a meeting is a waiver of
notice of the meeting.

     Section 3.06. STOCKHOLDER QUORUM. A majority of the shares entitled to
vote, represented in person or by proxy, is a quorum at a meeting of
stockholders, unless or except to the extent that the presence of a larger
number may be required by law. Where separate vote by a class or classes is
required, a majority of the shares of such class or classes present in person
or represented by proxy shall constitute a quorum entitled to take action
with respect to that vote on that matter. The stockholders present at a duly
organized meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.

     Section 3.07. ADJOURNED STOCKHOLDERS' MEETINGS. Any meeting of
stockholders, whether annual or special, whether or not a quorum is present,
may be adjourned from time to time by the vote of a majority of the shares,
the holders of which are either present in person or represented by proxy,
but in the absence of a quorum no other business may be transacted at any
meeting of stockholders.

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     When any meeting of stockholders, whether annual or special, is
adjourned for thirty (30) days or more, notice of the adjourned meeting
shall be given as in the case of an original meeting.  As to any adjournment
of less than (30) days, 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,
other than by announcement at the meeting at which the adjournment is taken.

     Section 3.08. ENTRY OF NOTICE. An entry in the minutes of any meeting of
stockholders, whether annual or special, to the effect that notice has been
duly given shall be conclusive and incontrovertible evidence that due notice
of the meeting was given to all stockholders as required by law and these
Bylaws.

     Section 3.09. VOTING. Except as otherwise provided by law, only persons
in whose names shares entitled to vote stand on the stock registry of the
Corporation (a) on the day prior to any meeting of stockholders, or (b) if a
record date for voting purposes is fixed as provided in Article 6, Section
6.01, of these Bylaws, then on that record date, shall be entitled to vote at
the meeting. Voting shall be by ballots, each of which shall state the
stockholder's name or proxy voting and such other information as may be
required under the procedure established for the meeting. The Corporation
may, and to the extent required by law shall, in advance of any meeting of
stockholders, appoint one or more inspectors to act at the meeting and make
written report thereof. Each vote taken by ballot shall be counted by an
inspector or inspectors appointed by the chairman of the meeting.

     Except as otherwise provided by law or by an express provision of the
Articles of Incorporation, or by an express provision of any Directors'
Resolution for a series of Preferred Stock, each full share is entitled to
one vote and, when a quorum is present at the commencement of any meeting of
stockholders, the vote of the holders of a majority of the shares entitled to
vote present, in person or by proxy, shall decide any question brought before
the meeting of stockholders. Fractional shares shall not be entitled to any
voting rights whatsoever.

     Section 3.10. CONSENT OF ABSENTEES. The transactions of any meeting of
stockholders, whether annual or special and however, called and noticed,
shall be as valid as though had at a meeting duly held after regular call and
notice if a quorum be present either in person or by proxy and if, either
before or after the meeting, each of the stockholders 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 Secretary or be
made a part of the minutes of the meeting.

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   Section 3.11. STOCKHOLDER ACTION WITHOUT MEETING. Except for actions taken
by the unanimous written consent of the stockholders, all action taken by the
stockholders, including but not limited to the election and removal of
directors, voting on stockholder issues, consents, approvals and
ratifications, must be taken at a duly called, noticed and held meeting of
the stockholders and no such action may be taken without a meeting.

   Section 3.12. PROXIES. Every person entitled to vote or execute consents
shall have the right to do so either in person or by an agent or agents
authorized by a written proxy executed by the person or by the person's duly
authorized agent and filed with the Secretary of the Corporation; provided,
that no proxy shall be valid after the expiration of six (6) months from the
date of its execution unless the person executing it specified therein the
length of time for which the proxy is to continue in force, which in no event
shall exceed seven (7) years from the date of its execution.

   Section 3.13. DEFINITION OF "STOCKHOLDER". As used in these Bylaws, the
term "stockholder," and any term of like import, shall include all persons
entitled to vote the shares held by a stockholder, unless the context in
which the term is used indicates that a different meaning is intended.

                                   ARTICLE 4
                              BOARD OF DIRECTORS

   Section 4.01. NUMBER; TERM; ELECTION. The number of directors shall be
fixed from time to time exclusively by the Board of Directors pursuant to a
resolution adopted by a majority of the total number of authorized directors
(whether or not there exists any vacancy in a previously authorized
directorship at the time any such resolution is presented to the Board of
Directors for adoption) but the number shall be not less than three (3) nor
more than twenty-five (25).

   The Board of Directors including directors who may be elected by the
holders of one or more classes or series of Preferred Stock shall be elected
at each annual meeting of stockholders.

   If a vacancy occurs on the Board of Directors, including a vacancy created
by an increase in the number of directors, the vacancy shall be filled by the
Board of Directors. All directors shall continue in office until the election
and qualification of their respective successors in office. No decrease in
the number of directors shall have the effect of shortening the term of any
incumbent director.

   Section 4.02. NOMINATIONS. Only persons who are nominated in accordance
with the following procedures shall be eligible for election as directors.
Nominations of

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persons for election to the Board of Directors at the annual meeting, by or
at the direction of the Board of Directors, may be made by any Nominating
Committee or person appointed by the Board of Directors; nominations may also
be made by any stockholder of the Corporation entitled to vote for the
election of directors at the meeting who complies with the notice procedures
set forth in this Section 4. Such nomination, other than those made by or at
the direction of the Board of Directors, shall be made pursuant to timely
notice in writing to the Secretary of the Corporation. To be timely, a
stockholder's nominating notice shall be delivered to or mailed and received
at the principal executive office of the Corporation addressed to the
attention of Secretary of the Corporation not less than thirty-five (35) days
prior to the meeting or the date the stockholders are first solicited for
their consents as the case may be; provided, however, that, in the case of an
annual meeting and in the event that less than fifty (50) days' notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received no
later than the earlier of (a) the close of business on the tenth (10th) day
following the day on which such notice of the date of the meeting was mailed
or such public disclosure was made, whichever first occurs, or (b) two (2)
days prior to the date of the meeting.

   Such stockholder's nominating notice to the Secretary shall set forth

      (1) as to each person whom the stockholder proposes to nominate for
   election or reelection as a director, each of the following:

         (a) the name, age, business address and residence address of the
      person;

         (b) the principal occupation or employment of the person;

         (c) the class and number of shares of stock which are beneficially
      owned by the person;

         (d) a statement as to the person's citizenship; and

         (e) any other information relating to the person that is required to
      be disclosed in solicitations for proxies for election of directors
      pursuant to Section 14 of the Securities Exchange Action of 1934, as
      amended, and the rules and regulations promulgated thereunder; and

      (2) as to the stockholder giving the notice, each of the following:

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         (a) the name and record address of the stockholder giving the notice;

         (b) the name and record address of the stockholder; and

         (c) the class, series and number of shares of stock which are
      beneficially owned by the stockholder.

   The Corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the Corporation to determine the
eligibility of such proposed nominee to serve as director of the Corporation.
No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth herein.

   In connection with any annual meeting, the Chairman of the Board of
Directors or the Chief Executive Officer or such officer presiding at the
meeting shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the foregoing procedure and
that the defective nomination shall be disregarded.

   Section 4.03.  VACANCIES.  Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors was present, or
by a sole remaining director. A director elected to fill a vacancy shall be
elected for the unexpired term of the director's predecessor in office.

   A vacancy or vacancies in the Board of Directors shall be deemed to exist
in case of the death, resignation or removal of any director, or if the
authorized number of directors be increased, or if the stockholders fail at
any annual or special meeting of stockholders at which any director or
directors are elected to elect the full authorized number of directors to
be voted for at that meeting, or if a vacancy is declared by the Board of
Directors for any reason permitted by law.

   The stockholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the Board of Directors. If the Board of
Directors accepts the resignation of a director tendered to take effect at a
future time, the Board of Directors shall have power to elect a successor to
take office when the resignation is to become effective.

   No reduction of the authorized number of directors shall have the effect
of removing any director prior to the expiration of the director's term of
office.


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   Section 4.04.  ANNUAL MEETING.  Immediately after the annual meeting of
the stockholders, at the same place as the meeting of the stockholders or
such other place as may be provided in a notice thereof, the Board of
Directors shall meet each year for the purpose of organization, election of
officers, and consideration of any other business that may properly be
brought before the meeting. No notice of any kind to either old or new
members of the Board of Directors for this annual meeting shall be necessary
unless the meeting is to be held at a place other than the place of the meeting
of the stockholders, in which case notice of the place of the meeting shall be
given as provided in Section 4.06.

   Section 4.05.  REGULAR MEETINGS.  Regular meetings of the Board of
Directors shall be held at the times and places within or without the State
of Nevada as may be designated from time to time by resolution of the Board
of Directors or by written consent of all members of the Board of Directors.
No notice of any kind to members of the Board of Directors for these regular
meetings shall be necessary unless the meeting is to be held at a place other
than the principal executive office of the Corporation, in which case notice
of the place of the meeting shall be given as provided in Section 4.06.

   Section 4.06.  OTHER MEETINGS.  Other meetings of the Board of Directors
for any purpose or purposes may be held at any time upon call by the Chairman
of the Board of Directors, Chief Executive Officer, President or, if any of
the above listed officers is absent or unable or refuses to act, by any vice
president or by any two (2) directors. The other meetings may be held at any
place within or without the State of Nevada as may be designated from time to
time by resolution of the Board of Directors or by written consent of all
directors.

   Written notice of the time and place of other meetings shall be delivered
personally to each director or sent to each director by mail or other form of
written communication, charges prepaid, addressed to the director at the
director's address as it is shown upon the records of the Corporation or, if
it is not so shown on the Corporation's records or is not readily
ascertainable, at the place in which the meetings of the directors are
regularly held. In case the notice is mailed or telegraphed, it shall be
deposited in the United States mail or delivered to the telegraph company in
the place in which the principal executive office of the Corporation is
located at least three (3) days prior to the time of the holding of the
meeting. In case the notice is delivered personally, it shall be so
delivered at least three (3) days prior to the time of the holding of the
meeting. The mailing, telegraphing or delivery as above provided shall
constitute due, legal and personal notice to the director.

   Section 4.07.  NOTICE OF ADJOURNED MEETINGS.  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.


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<PAGE>

     Section 4.08. ENTRY OF NOTICE. An entry in the minutes of any special
meeting of the Board of Directors to the effect that notice has been duly
given shall be conclusive and incontrovertible evidence that due notice of
the special meeting was given to all directors as required by law and by
these Bylaws.

     Section 4.09. WAIVER OF NOTICE. The transactions of any meeting of the
Board of Directors, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice, if
a quorum be present, and if, either before or after the meeting, each of the
directors not present 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.

     Section 4.10. QUORUM. A majority of the authorized number of directors,
or, in the event that a flexible number of directors is authorized by the
Articles of Incorporation or these Bylaws, a majority of the exact authorized
number of directors, shall be necessary to constitute a quorum for the
transaction of business, except to adjourn as hereinafter provided. Every
act or decision done or made by a majority of the directors present at a
meeting duly held at which a quorum is present shall be regarded as the act
of the Board of Directors unless a greater number be required by the Articles
of Incorporation, these Bylaws or applicable law.

     Section 4.11. PARTICIPATION IN MEETINGS BY TELEPHONE. Members of the
Board of Directors, or of any committee thereof, may participate in any
meeting of the Board of Directors or committee by means of telephone
conference or similar communications by which all persons participating in
the meeting can hear each other and such participation shall constitute
presence in person at such meeting.

     Section 4.12. ADJOURNMENT. A quorum of the directors may adjourn any
directors' meeting to meet again at a stated day and hour; provided, however,
that in the absence of a quorum, a majority of the directors present at any
directors' meeting either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board of Directors.

     Section 4.13. ACTION WITHOUT MEETING. Any action required or permitted
to be taken by the Board of Directors under the Articles of Incorporation,
these Bylaws, or under applicable law, may be taken without a meeting if all
members of the Board of Directors shall individually or collectively consent,
in writing, before or after the action, to the action. Any action by written
consent shall have the same force and effect as a unanimous vote of all
directors. All written consents must be filed with the Secretary.

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     Section 4.14. FEES AND COMPENSATION. By resolution of the Board of
Directors, a fixed fee, with or without expenses of attendance, may be
allowed to any director for the director's services and any director may
participate in a stock option plan. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity as an officer, agent, employee or otherwise, and receiving
compensation therefor.

     Section 4.15. LIMITATION OF LIABILITY. To the fullest extent permitted
by Nevada law, as the same now exists or may hereafter be amended, a director
shall have no personal liability to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Any amendment to
or repeal of this Section 4.15 shall not adversely affect any right or
protection of a director of the Corporation for or with respect to any acts
or omissions of such director occurring prior to such amendment or repeal.

     Section 4.16. INDEMNIFICATION; ADVANCEMENT OF EXPENSES. The Corporation
shall indemnify the officers and directors of the Corporation to the fullest
extent permitted by Nevada law as the same exists or may hereafter by
amended. In the event that Nevada law is amended, after the adoption of these
Bylaws, to authorize corporate action further eliminated or limiting the
personal liability of an officer or director, then the liability of an
officer or director of the Corporation shall be eliminated or limited to the
fullest extent permitted by Nevada law, as so amended.

     The Corporation shall pay the expenses incurred by an officer or
director in defending any civil, criminal, administrative, or investigative
action, suit or proceeding in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such officer or director to repay such amount if it should by ultimately
determined that he/she is not entitled to be indemnified by the Corporation
as authorized by Nevada law.

     Any amendment to or repeal of any of the provisions in this Section 4.16
shall not adversely affect any right or protection of an officer or director
of the Corporation for or with respect to any act or omission of such
director occurring prior to such amendment or repeal.

     Section 4.17. INDEMNIFICATION OF EMPLOYEES AND AGENTS. The Corporation
may, to the extent authorized from time to time by the Board of Directors,
grant rights to indemnification and to the advancement of expenses to any
employee or agent of the Corporation to the fullest extent of the provisions
of Section 4.16 of these Bylaws.

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<PAGE>

     Section 4.18. POWERS OF DIRECTORS. The Board of Directors may, except as
otherwise provided or required by law, exercise all such powers and do all
such acts and things as may be exercised or done by the Corporation.

     Section 4.19. COMMITTEES. The Board of Directors, by resolution passed
by a majority of the whole Board, may from time to time designate committees
of the Board of Directors, including, without limitation, Executive,
Nominating, Audit and Compensation Committees with such lawfully delegable
powers and duties as the Board of Directors may confer, to serve at the
pleasure of the Board of Directors and shall, for those committees and any
other provided herein, elect one or more directors to serve on such
committees. Except as otherwise provided in these Bylaws or by resolution of
the Board of Directors, each committee may fix its own rules of procedure and
shall hold its meetings as provided by such rules.

                                   ARTICLE 5
                                    OFFICERS

     Section 5.01. OFFICERS. The officers of the Corporation shall be a
Chairman of the Board of Directors, Chief Executive Officer, President, Chief
Financial Officer, Treasurer and Secretary. The Corporation may also have, at
the discretion of the Board of Directors, one or more executive vice
presidents or vice presidents, one or more assistant treasurers, one or more
assistant secretaries, and such other officers as may be designated from time
to time by the Board of Directors. Any number of offices may be held by the
same person. Officers, other than the Chairman of the Board of Directors,
need not be directors.

     Section 5.02. ELECTION. The officers of the Corporation, except those
officers as may be appointed in accordance with the provisions of Section
5.03 or Section 5.05 of this Article 5, shall be elected annually by the
Board of Directors, and each shall hold office until the officer shall resign
or shall be removed as set forth in Section 5.04 or otherwise be disqualified
to serve, or the officer's successor shall be elected and qualified; provided
that officers may be elected at any time by the Board of Directors, or, as
permitted by Section 5.03 of this Article 5, appointed by the Chairman of the
Board of Directors or the Chief Executive Officer, for the purpose of
initially filling an office or filling a newly created or vacant office.

     Section 5.03. SUBORDINATE OFFICERS. The Board of Directors may appoint,
and may empower the Chairman of the Board of Directors or Chief Executive
Officer to appoint, such other officers as the business of the Corporation
may require, each of whom shall hold office for the term, have the authority
and perform the duties as are provided in these Bylaws or as the Board of
Directors may from time to time determine.

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<PAGE>

     Section 5.04. REMOVAL AND RESIGNATION. Any officer may, subject to any
contractual arrangements between the officer and the Corporation, be removed,
either with or without cause, by a majority vote of the outstanding stock or
by a majority of the Directors in office at the time, at any regular or
special meeting of the stockholders or the Board of Directors, or, unless
otherwise specified by the Board of Directors, by the Chairman of the Board
of Directors or any other officer upon whom a general or special power of
removal may be conferred by the Board of Directors.

     Any officer may resign at any time by giving written notice to the
Secretary and, in the case of the Secretary, to the President. Any resignation
shall take effect at the earlier of fourteen (14) days after receipt of the
notice or upon acceptance thereof by the Board of Directors.

     Section 5.05. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in
the manner prescribed in these Bylaws for regular appointments to that office.

     Section 5.06. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the
Board of Directors, if there be such officer, shall, if present, preside at
all meetings of the Board of Directors and exercise and perform such other
powers and duties as may be from time to time assigned to him or her by the
Board of Directors or prescribed by these Bylaws. If there is not a Chief
Executive Officer, the Chairman of the Board of Directors shall, in addition,
be the Chief Executive Officer of the Corporation and shall have the powers
and duties prescribed in Section 5.07 of Article 5 of these Bylaws.

     Section 5.07. CHIEF EXECUTIVE OFFICER. Subject to the control of the
Board of Directors and the Chairman of the Board of Directors, the Chief
Executive Officer shall have the general supervision, direction and control
of the business and officers of the Corporation. In the absence of the
Chairman of the Board of Directors, or if there be none, the Chief Executive
Officer shall preside at all meetings of the Board of Directors and the
stockholders. Except as expressly stated otherwise in these Bylaws, the Chief
Executive Officer shall be ex officio a member of all standing committees of
the Board of Directors, including the Executive Committee, if any. The Chief
Executive Officer shall have all the powers and shall perform all of the
duties which are ordinarily inherent in the office of Chief Executive Officer
of a corporation, and he or she shall have such further powers and shall
perform such further duties as may as prescribed for him or her by the Board
of Directors.

     Section 5.08. PRESIDENT. In the absence or disability of the Chief
Executive Officer, or if there be none, the President shall perform all of
the duties of the Chief Executive Officer, and when so acting shall have all
of the powers of and be subject to

                                    13
<PAGE>

all of the restrictions upon the Chief Executive Officer. The President shall
have such other duties as from time to time may be prescribed for him or her
by the Board of Directors.

     Section 5.09. VICE PRESIDENTS. In the absence or disability of the
President, the vice presidents in order of their rank as fixed by the Board of
Directors, or if not ranked, the vice president designated by the Board of
Directors, the President or the officer, if any, senior to the 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 may be prescribed for them respectively by the Board of Directors,
the President, the officer, if any, senior the President or these Bylaws.

     Section 5.10. SECRETARY.  The Secretary shall keep or cause to be kept,
at the registered office, the principal executive office or such other place
as the Board of Directors may order, a book of minutes of all meetings of
directors and stockhoders, with the time and place of holding, whether
regular or special, and, if special, how authorized, the notice thereof
given, the names of those present at directors' meetings, the number of
shares present or represented at meetings of the stockholders, and the
proceedings thereof.  The Secretary shall be responsible for authenticating
records of the Corporation.

     The Secretary shall keep or cause to be kept, in any form permitted by
law, at the registered office, the principal executive office or at the
office of the Corporation's transfer agent, a stock register, or a duplicate
stock register, revised at least annually, showing the names of the
stockholders and their residence addresses and the number and classes of
shares held by each stockholder. If the share register or a duplicate share
register is located at a place other than the registered office of the
Corporation, the Secretary shall file a certificate with the resident agent
located at the registered office setting out the name of the custodian of the
stock ledger or a duplicate stock ledger, and the present and complete post
office address, including street and number, if any, where such stock ledger
or duplicate stock ledger is kept.

     The Secretary shall give, or cause to be given, notice of all the
meetings of the stockholders and of the Board of Directors and written
consents in lieu thereof required by these Bylaws or by law to be given, and
shall keep the seal of the Corporation if safe custody, and shall have such
other powers and perform such other duties as may be prescribed by the Board
of Directors, the Chairman of the Board of Directors, the Chief Executive
Officer, the President or these Bylaws.

     After fixing a record date for a meeting, the Secretary shall prepare an
alphabetical list of the names of all its stockholders who are entitled to
notice of a stockholders

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<PAGE>

meeting, which is arranged by voting group and class, and shows the address
and number of shares held by each stockholder. The list must be available for
inspection by any stockholder, for any purpose germane to the meeting,
beginning ten (10) business days before the meeting and continue to be
available throughout the meeting at the place indicated in the meeting notice
in the city where the meeting will be held.

     Section 5.11. ASSISTANT SECRETARIES. It shall be the duty of the
assistant secretaries to assist the Secretary in the performance of his or
her duties and generally to perform such other duties as may be delegated to
them by the Board of Directors, the Secretary or these Bylaws.

     Section 5.12. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
keep and maintain, or cause to be kept and maintained, adequate and correct
books and records of account of the Corporation. He or she shall receive and
deposit all moneys and other valuable belonging to the Corporation in the
name and to the credit of the Corporation and shall disburse the same and
only in such manner as the Board of Directors or the appropriate officer of
the Corporation may from time to time determine, shall render to the Board of
Directors, the Chairman of the Board of Directors, and the Chief Executive
Officer whenever any of them may request it, an account of all his or her
transactions as Chief Financial Officer and of the financial condition of the
Corporation, and shall perform such further duties as the Board of Directors
or the Chairman of the Board of Directors may require.

     Section 5.13. TREASURER. The Treasurer shall assist the Chief Financial
Officer in the performance of his or her duties and generally such other
duties as may be delegated to him or her by the Board of Directors, the Chief
Financial Officer or these Bylaws.

     Section 5.14. ASSISTANT TREASURERS. It shall be the duty of the
assistant treasurers to assist the Treasurer in the performance of his or her
duties and generally to perform such other duties as may be delegated to them
by the Board of Directors, the Chief Financial Officer, the Treasurer or
these Bylaws.

     Section 5.15. CORPORATE BANK ACCOUNTS. Bank accounts in the name of the
Corporation may be opened without the approval of the Board of Directors if
opened with the consent of both the Chief Executive Officer and the Chief
Financial Officer. The Chief Financial Officer shall inform the Board of
Directors of any bank account opened by the Chief Executive Officer and Chief
Financial Officer pursuant to the authority granted in this section at the
next meeting of the Board of Directors.

                                      15
<PAGE>

    Section 5.16. TRANSFERS OF AUTHORITY. In case of the absence of any
officer of the Corporation, or for any reason that the Board of Directors may
consider sufficient, the Board of Directors may transfer the powers or duties
of that officer to any other officer or to any director or employee of the
Corporation, provided a majority of the Board of Directors concurs.

                                  ARTICLE 6
                                MISCELLANEOUS

    Section 6.01. RECORD DATE AND CLOSING STOCK BOOKS. The Board of Directors
may fix a time in the future, as a record date for the determination of the
stockholders entitled to notice of and to vote at any meeting of
stockholders, or entitled to receive any dividend or distribution, or any
allotment of rights, or to exercise rights in respect to any change,
conversion or exchange of shares. The record date so fixed shall not be more
than sixty (60) days prior to the date of the meeting or event for the
purposes of which it is fixed. When a record date is so fixed, only
stockholders of record on that date shall be entitled to notice of and to
vote at the meeting, or to receive the dividend, distribution or allotment of
rights, or to exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the Corporation after the record
date. The Board of Directors may close the books of the Corporation against
transfers of shares during the whole or any part of any the sixty (60) day
period.

    Section 6.02. CHECKS, DRAFTS, ETC. All checks, drafts bonds, bills of
exchange, or other orders for payment of money, notes, or other evidences of
indebtedness issued in the name of or payable to the Corporation shall be
signed or endorsed by such person or persons and in such manner as, from
time to time, shall be determined by resolution of the Board of Directors.

    Section 6.03. CONTRACTS, ETC., HOW EXECUTED. The Board of Directors,
except as in these Bylaws otherwise provided, may authorize any officer or
officers, agent or agents, to enter into any contract or execute any
instrument or document in the name of and on behalf of the Corporation, and
the authority may be general or confined to specific instances. Unless
otherwise specifically determined by the Board of Directors or otherwise
required by law, formal contacts, promissory notes and other evidences of
indebtedness, deeds of trust, mortgages and corporate instruments or documents
requiring the corporate seal, and certificates for shares of stock owned by
the Corporation shall be executed, signed or endorsed by the Chairman of the
Board of Directors, Chief Executive Officer or the President (or any vice
president) and by the Secretary (or any assistant secretary) or the Treasurer
(or any assistant treasurer). The Board of Directors may, however, authorize
any one (1) of these officers to sign any of such instruments, for and on
behalf of the Corporation, without necessity of countersignature; may
designate officers

                                      16

<PAGE>

or employees of the Corporation, other than those named above, who may, in
the name of the Corporation, sign such instruments; and may authorize the
use of facsimile signatures for any of such such persons. No officer, agent
or employee shall have any power or authority to bind the Corporation by any
contract or engagement or to pledge its credit to render it liable for any
purpose or to any amount except as specifically authorized in these Bylaws or
by the Board of Directors in accordance with these Bylaws.

    Section 6.04. LOST CERTIFICATES OF STOCK. The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, destroyed, or stolen, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost or destroyed.
When authorizing the issue of a new certificate or certificates, the Board of
Directors may, in its discretion, and as a condition precedent to the
issuance thereof, require the owner of the lost or destroyed certificate or
certificates, or the stockholder's legal representative, to advertise the
same in any manner as it shall require or give the Corporation a bond in any
sum as it may direct as indemnity against any claim that may be made against
the Corporation with respect to the certificate alleged to have been lost or
destroyed, or both.

    Section 6.05. REPRESENTATION OF SHARES. The Chairman of the Board of
Directors, Chief Executive Officer, the President (or any vice president) and
the Secretary (or any assistant secretary) of this Corporation are each
authorized to vote, represent and exercise on behalf of this Corporation all
rights incident to any and all shares of any other Corporation or
Corporations standing in the name of this Corporation. The authority herein
granted to these officers to vote or represent on behalf of this Corporation
any and all shares held by this Corporation in any other Corporation or
Corporations may be exercised either by these officers in person or by any
persons authorized so to do by proxy or power of attorney duly executed by
these officers.

    Section 6.06. INSPECTION OF BYLAWS. The Corporation shall keep in its
registered office for the transaction of business the original or a copy of
the Bylaws as amended or otherwise altered to date, certified by the
Secretary, which shall be open to inspection by the stockholders at all
reasonable times during office hours.

                                 ARTICLE 7
                                 Amendments

    Section 7.01. POWER OF STOCKHOLDERS. New Bylaws may be adopted or these
Bylaws may be amended or repealed by the vote or written assent of
stockholders entitled to exercise a majority of the voting power of the
Corporation, unless a greater number is required by law, by the Articles of
Incorporation or by these Bylaws.

                                      17

<PAGE>

    Section 7.02. POWER OF DIRECTORS. Subject to the right of stockholders as
provided in Section 7.01 of this Article 7 to adopt, amend or repeal Bylaws,
Bylaws may be adopted, amended, or repealed by the Board of Directors.

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                           CERTIFICATE OF SECRETARY
                                      OF
                            CYANOTECH CORPORATION

    I, Ronald P. Scott hereby certify:

    1. That I am duly elected Secretary of Cyanotech Corporation.

    2. That the foregoing Bylaws, comprising eighteen (18) pages, excluding
    this page, are the Bylaws of Cyanotech Corporation as duly adopted at a
    meeting of the Board of Directors thereof duly held on the 9th day of
    November, 1995.

    IN WITNESS WHEREOF, I have subscribed my name this 9th day of November,
1995.


                        /s/ RONALD P. SCOTT
                        ------------------------------------------------------
                        Ronald P. Scott, Secretary

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