As Adopted in
                                                                      March 2000


                       ----------------------------------

                          RESTATED AND AMENDED BY-LAWS

                                       OF

                                BIOSYNTECH, INC.
                        ---------------------------------



                                    ARTICLE I

                                  STOCKHOLDERS

                  SECTION   1.1.   Annual   Meetings.   An  annual   meeting  of
stockholders to elect directors and transact such other business as may properly
be presented to the meeting  shall be held at such place,  within or without the
State of Nevada,  as the Board of  Directors  may from time to time fix, if that
day shall be a legal holiday in the  jurisdiction  in which the meeting is to be
held,  then on the next day not a legal holiday or as soon  thereafter as may be
practical, determined by the Board of Directors.

                  SECTION  1.2.   Special   Meetings.   A  special   meeting  of
stockholders  may be called at any time by two or more directors or the Chairman
of the  Board or the  President  and  shall be  called  by any of them or by the
Secretary  upon receipt of a written  request to do so specifying  the matter or
matters,  appropriate for action at such a meeting,  proposed to be presented at
the meeting and signed by holders of record of a majority of the shares of stock
that would be entitled to be voted on such matter or matters if the meeting were
held on the day such  request is received  and the record date for such  meeting
were the close of business on the preceding  day. Any such meeting shall be held
at such time and at such place,  within or without the State of Nevada, as shall
be determined by the body or person  calling such meeting and as shall be stated
in the notice of such meeting.

                  SECTION   1.3.   Notice  of  Meeting.   For  each  meeting  of
stockholders written notice shall be given stating the place, date and hour and,
in the case of a special meeting,  the purpose or purposes for which the meeting
is called.  Except as otherwise  provided by the General  Corporation Law of the
State of Nevada (the "GCLN"),  the written  notice of any meeting shall be given
not less than 10 nor more than 60 days  before  the date of the  meeting to each
stockholder entitled to vote at such meeting. If mailed,  notice shall be deemed
to be given when deposited in the United States


<PAGE>



mail, postage prepaid, directed to the stockholder at such stockholder's address
as it appears on the records of the Corporation.

                  SECTION 1.4. Quorum.  Except as otherwise required by the GCLN
or the  Articles  of  Incorporation,  the holders of record of a majority of the
shares of stock  entitled to be voted present in person or  represented by proxy
at a meeting shall  constitute a quorum for the  transaction  of business at the
meeting,  but in the  absence  of a quorum  the  holders  of record  present  or
represented  by proxy at such  meeting may vote to adjourn the meeting from time
to time,  without notice other than announcement at the meeting,  until a quorum
is obtained.

                  SECTION  1.5.  Chairman  and  Secretary  at  Meeting.  At each
meeting of  stockholders  the Chairman of the Board, or if there is no incumbent
Chairman of the Board,  the President  shall preside as Chairman of the meeting.
If neither of such persons is available to preside,  then the Board of Directors
shall designate a Chairman. The Secretary,  or in such person's absence a person
designated  by the  Chairman  of the  meeting,  shall  act as  secretary  of the
meeting.

                  SECTION 1.6. Voting;  Proxies. Except as otherwise provided by
the GCLN or the  Articles of  Incorporation,  and subject to the  provisions  of
Section 1.10:

                           (a) Each  stockholder  shall at every  meeting of the
stockholders  be  entitled  to one  vote for  each  share of stock  held by such
stockholder.

                           (b) Each stockholder entitled to vote at a meeting of
stockholders  or to express  consent or dissent to  corporate  action in writing
without a meeting  may  authorize  another  person  or  persons  to act for such
stockholder  by proxy,  but no such proxy shall be voted or acted upon after six
months  after  its date of  creation,  unless  the proxy  provides  for a longer
period, but in no event shall it be longer than seven years..

                           (c) Directors shall be elected by a plurality vote.

                           (d) Each matter,  other than  election of  directors,
properly  presented  to any meeting  shall be decided by a majority of the votes
cast on the matter,  unless a larger  proportion  is required by the GCLN or the
Articles of Incorporation.

                           (e) Election of  directors  and the vote on any other
matter  presented to a meeting shall be by written  ballot only if so ordered by
the  Chairman of the meeting or if so requested  by any  stockholder  present or
represented by proxy at the meeting entitled to vote in such election or on such
matter, as the case may be.

                  SECTION 1.7. Adjourned Meetings. A meeting of stockholders may
be adjourned  to another  time or place as provided in Section  1.4.  Unless the
Board of  Directors  fixes a new  record  date,  stockholders  of record  for an
adjourned  meeting shall be as originally  determined for the meeting from which
the adjournment was taken and unless otherwise provided by the GCLN or the


                                       -2-

<PAGE>

Articles  of  Incorporation,  no notice of the new date,  time and place need be
given if they were  announced at the meeting at which the  adjournment is taken.
If a new  record  date is fixed  for the  adjourned  meeting,  a  notice  of the
adjourned meeting shall be given to each stockholder of record entitled to vote.
At any  adjourned  meeting at which  there shall be present or  represented  the
holders of record of the requisite  number of shares of stock,  any business may
be  transacted  that might have been  transacted  at the  meeting as  originally
called.

                  SECTION 1.8.  Consent of Stockholders in Lieu of Meeting.  Any
action that may be taken at any annual or special meeting of stockholders may be
taken  without a meeting,  without prior notice and without a vote, if a consent
in writing before or after the action,  setting forth the action so taken, shall
be signed by the holders of  outstanding  stock having not less than the minimum
number of votes that would be  necessary  to  authorize or take such action at a
meeting at which all shares of stock  entitled to vote  thereon were present and
voted.

                  SECTION 1.9. List of  Stockholders  Entitled to Vote. At least
10  days  before  every  meeting  of  stockholders,   a  complete  list  of  the
stockholders entitled to vote at the meeting, arranged in alphabetical order and
showing  the  address  of each  stockholder  and the  number  of shares of stock
registered in the name of each stockholder,  shall be prepared and shall be open
to the  examination of any  stockholder  for any purpose germane to the meeting,
during ordinary  business  hours,  for a period of at least 10 days prior to the
meeting,  at a place within the city where the meeting is to be held.  Such list
shall be produced and kept at the time and place of the meeting during the whole
time thereof and may be inspected by any stockholder who is present.

                  SECTION  1.10.  Fixing  of  Record  Date.  In  order  that the
Corporation may determine the  stockholders  entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other  distribution  or allotment of any rights,  or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful  action,  the Board of Directors may fix, in
advance,  a record  date,  which shall not be more than 60 nor less than 10 days
before  the date of such  meeting,  nor  more  than 60 days  prior to any  other
action. If no record date is fixed, the record date for determining stockholders
entitled  to notice of or to vote at a meeting of  stockholders  shall be at the
close of business on the day next  preceding  the day on which  notice is given,
or, if notice is waived,  at the close of business on the day next preceding the
day on which the meeting is held; the record date for  determining  stockholders
entitled to express  consent to corporate  action in writing  without a meeting,
when no prior action by the Board of Directors is necessary, shall be the day on
which the first written consent is expressed;  and the record date for any other
purpose  shall be at the  close of  business  on the day on which  the  Board of
Directors   adopts  the  resolution   relating   thereto.   A  determination  of
stockholders  of  record  entitled  to  notice  of or to  vote at a  meeting  of
stockholders  applies  to an  adjournment  of the  meeting  unless  the Board of
Director  fixes a new record date if the meeting is adjourned to a date not more
than 60 days later than the date set for the original meeting.



                                       -3-

<PAGE>

                                   ARTICLE II

                                    DIRECTORS

                  SECTION   2.1.   Number;   Term  of  Office;   Qualifications;
Vacancies.  The  number  of the  directors  constituting  the  entire  Board  of
Directors shall be the number,  not less than three nor more than 15, fixed from
time to time by a majority of the total number of directors that the Corporation
would have,  prior to any  increase  or  decrease,  if there were no  vacancies;
provided,  however,  that no decrease  shall  shorten  the term of an  incumbent
director.  Until  otherwise  fixed by the  directors,  the  number of  directors
constituting  the entire Board shall be five.  Directors shall be elected at the
annual meeting of stockholders to hold office,  subject to Sections 2.2 and 2.3,
until  the next  annual  meeting  of  stockholders  and until  their  respective
successors shall have been elected and qualify.  The foregoing  notwithstanding,
each director  shall serve until his successor  shall have been duly elected and
qualifies,  unless  he shall  resign,  become  disqualified,  disabled  or shall
otherwise   be  removed.   Unless   otherwise   provided  in  the   Articles  of
Incorporation,  vacancies and newly  created  directorships  resulting  from any
increase in the  authorized  number of directors  may be filled by a majority of
the  directors  then in  office,  although  less than a  quorum,  or by the sole
remaining  director,  and the directors so chosen shall hold office,  subject to
Sections 2.2 and 2.3,  until the next annual meeting of  stockholders  and until
their respective successors are elected and qualify.

                  SECTION 2.2. Resignation.  Any director of the Corporation may
resign at any time by giving written notice of such  resignation to the Board of
Directors or the Secretary of the Corporation.  Any such resignation  shall take
effect at the time specified  therein or, if no time be specified,  upon receipt
thereof  by the Board of  Directors  or the  Secretary;  and,  unless  specified
therein,  the acceptance of such  resignation  shall not be necessary to make it
effective.  When one or more directors  shall resign from the Board of Directors
effective  at a  future  date,  a  majority  of the  directors  then in  office,
including  those who have so resigned,  shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or resignations
shall  become  effective,  and each  director  so chosen  shall  hold  office as
provided in these By-Laws in the filling of other vacancies.

                  SECTION 2.3. Removal. Unless otherwise provided in the GCLN or
the Articles of  Incorporation,  any one or more  directors  may be removed with
cause by the vote or written  consent of the holders of two-thirds of the shares
of stock entitled to vote at an election of directors.



                                       -4-

<PAGE>

                  SECTION  2.4.  Regular and Annual  Meetings;  Notice.  Regular
meetings of the Board of Directors shall be held at such time and at such place,
within or without the State of Nevada,  as the Board of Directors  may from time
to time prescribe.

                  SECTION 2.5.  Special  Meetings;  Notice. A special meeting of
the Board of Directors may be called at any time by the Board of Directors,  the
Chairman of the Board or the President and shall be called by any one of them or
by the  Secretary  upon  receipt of a written  request to do so  specifying  the
matter or  matters,  appropriate  for action at such a meeting,  proposed  to be
presented at the meeting and signed by at least two directors.  Any such meeting
shall be held at such time and at such  place,  within or  without  the State of
Nevada,  as shall be  determined  by the body or person  calling  such  meeting.
Notice of such meeting stating the time, place and purpose in sufficient  detail
thereof  shall be given (a) in person by hand  delivery or overnight  courier or
(b)by deposit of the notice in the United States mail, registered,  first class,
postage prepaid, at least 20 days before the day fixed for the meeting addressed
to each  director at such  person's  address as it appears on the  Corporation's
records  or at such  other  address  as the  director  may  have  furnished  the
Corporation for that purpose.

                  SECTION  2.6.   Presumption  of  Assent;   Waiver  of  Notice.
Attendance of a director at a meeting shall constitute a waiver of notice unless
the director  objects at the commencement of the meeting that the meeting is not
lawfully  called or  convened.  Any  director may waive notice of any meeting by
executing a written waiver of notice.

                  SECTION 2.7. Presiding Officer and Secretary at Meetings. Each
meeting of the Board of Directors  shall be presided over by the Chairman of the
Board or, if there is no incumbent Chairman of the Board, by the President if he
is a director, or otherwise by such member of the Board of Directors as shall be
chosen at the meeting.  The Secretary,  or in such person's absence an Assistant
Secretary,  shall act as  secretary  of the  meeting,  or if no such  officer is
present,  a secretary of the meeting shall be designated by the person presiding
over the meeting.

                  SECTION  2.8.  Quorum.  A majority  of the  directors  then in
office shall  constitute a quorum for the  transaction  of business,  but in the
absence of a quorum a majority of those present (or if only one be present, then
that one) may adjourn the  meeting,  to a later date[ not earlier than the fifth
and not later than the tenth  business  day  following  receipt  by all  members
absent therefrom of a written notice of adjournment of the meeting.] The vote of
the majority of the directors  present at a meeting at which a quorum is present
shall be the act of the Board of Directors.

                  SECTION  2.9.  Meeting by  Telephone.  Members of the Board of
Directors or of any committee  thereof may  participate in meetings of the Board
of Directors or of such  committee by means of  conference  telephone or similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other, and such participation shall constitute presence in
person at such meeting.



                                       -5-

<PAGE>



                  SECTION  2.10.   Action  Without  Meeting.   Unless  otherwise
restricted by the Articles of Incorporation  any action required or permitted to
be taken at any meeting of the Board of  Directors or of any  committee  thereof
may be taken  without a meeting if all members of the Board of  Directors  or of
such  committee,  as the case may be, consent thereto in writing and the writing
or writings are filed with the minutes of  proceedings of the Board of Directors
or of such committee.

                  SECTION 2.11.  Committees of the Board. The Board of Directors
may, by resolution passed by the Board of Directors, designate one or more other
committees, each such committee to consist of one or more directors as the Board
of Directors may from time to time determine.  Any such committee, to the extent
provided in such  resolution  or  resolutions,  shall have and may  exercise the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation.  Each such committee shall have such name as may
be determined  from time to time by the Board of Directors.  Each committee must
include at least one director.  Unless otherwise provided for in the Articles of
Incorporation,  or the By-Laws  provide  otherwise,  the Board of Directors  may
appoint natural persons who are not directors to serve on committees.

                  SECTION  2.12.  Compensation.  No director  shall  receive any
stated  salary for such  person's  services  as a  director  or as a member of a
committee  but shall receive such sum, if any, as may from time to time be fixed
by the Board of Directors.


                                   ARTICLE III

                                    OFFICERS

                  SECTION  3.1.  Election;  Qualification.  The  officers of the
Corporation  shall be a President,  a Secretary  and a  Treasurer,  each of whom
shall be selected by the Board of Directors.  The Board of Directors may elect a
Chairman of the Board,  one or more Vice Presidents,  a Controller,  one or more
Assistant Secretaries,  one or more Assistant Treasurers,  one or more Assistant
Controllers and such other officers as it may from time to time  determine.  Two
or more offices may be held by the same person.

                  SECTION 3.2.  Term of Office.  Each officer  shall hold office
from the time of such person's  election and  qualification to the time at which
such person's successor is elected and qualifies,  unless he shall die or resign
or shall be removed pursuant to Section 3.4 at any time sooner.

                  SECTION 3.3.  Resignation.  Any officer of the Corporation may
resign at any time by giving written notice of such  resignation to the Board of
Directors,  the Chairman of the Board,  the  President  or the  Secretary of the
Corporation.  Any such  resignation  shall  take  effect  at the time  specified
therein  or,  if no time be  specified,  upon  receipt  thereof  by the Board of
Directors or one of the above-named officers; and, unless specified therein, the
acceptance of such resignation shall not be necessary to make it effective.


                                       -6-

<PAGE>



                  SECTION 3.4. Removal.  Any officer may be removed at any time,
with or without cause,  by the vote of the Board of Directors,  but such removal
shall be without  prejudice  to the  contract  rights,  if any, of the person so
removed.

                  SECTION  3.5.  Vacancies.  Any vacancy  however  caused in any
office of the Corporation may be filled by the Board of Directors.

                  SECTION 3.6.  Compensation.  The  compensation of each officer
shall be such as the Board of Directors may from time to time determine.

                  SECTION 3.7. Chairman of the Board. The Chairman of the Board,
if  there  is an  incumbent,  shall  preside  at all  meetings  of the  Board of
Directors  and of the  stockholders,  and shall  have such  powers and duties as
generally  pertain  to the  office of  Chairman  of the  Board,  subject  to the
direction of the Board of Directors.

                  SECTION  3.8.  President.  The  President  shall be the  chief
executive  officer  of the  Corporation  and shall  have  general  charge of the
business  and affairs of the  Corporation,  subject  however to the right of the
Board of Directors to confer specified powers on officers and subject  generally
to the direction of the Board of Directors. If there is no incumbent Chairman of
the Board, the President shall preside at all meetings of its stockholders,  and
if the President is a director, at all meetings of the Board of Directors.

                  SECTION 3.9. Vice  President.  Each Vice President  shall have
such powers and duties as generally  pertain to the office of Vice President and
as the Board of  Directors  or the  President  may from time to time  prescribe.
During the absence of the  President or such  President's  inability to act, the
Vice President, or if there shall be more than one Vice President, then that one
designated  by the Board of  Directors,  shall  exercise  the  powers  and shall
perform the duties of the  President,  subject to the  direction of the Board of
Directors and the Executive Committee, if any.

                  SECTION  3.10.  Secretary.  The  Secretary  shall  attend  all
meetings and shall keep the minutes of all meetings of  stockholders  and of the
Board of Directors.  The Secretary  shall be custodian of the corporate seal and
shall  affix it or cause it to be affixed to such  instruments  as require  such
seal and attest the same and shall  exercise  the powers and shall  perform  the
duties  incident to the office of  Secretary,  subject to the  direction  of the
Board of Directors and the Executive Committee, if any.

                  SECTION  3.11.  Other  Officers.  Each  other  officer  of the
Corporation  shall exercise the powers and shall perform the duties  incident to
such person's office, subject to the direction of the Board of Directors and the
Executive Committee, if any.


                                      -7-

<PAGE>

                                   ARTICLE IV

                                  CAPITAL STOCK

                  SECTION 4.1. Stock  Certificates.  The interest of each holder
of stock of the Corporation  shall be evidenced by a certificate or certificates
in such form as the Board of  Directors  may from time to time  prescribe.  Each
certificate  shall be  signed  by,  or in the name of,  the  Corporation  by the
Chairman of the Board, the President or a Vice President and by the Treasurer or
an Assistant Treasurer or the Secretary or an Assistant Secretary. Any of or all
the signatures appearing on such certificate or certificates may be a facsimile.
If any officer,  transfer  agent or registrar who has signed or whose  facsimile
signature  has been  placed  upon a  certificate  shall  have  ceased to be such
officer,  transfer agent or registrar before such certificate is issued,  it may
be issued by the  Corporation  with the same  effect as if such person were such
officer, transfer agent or registrar at the date of issue.

                  SECTION  4.2.  Transfer  of Stock.  Shares  of stock  shall be
transferable on the books of the Corporation pursuant to applicable law and such
rules  and  regulations  as the  Board  of  Directors  shall  from  time to time
prescribe;  provided that the Corporation  shall refuse to register any transfer
of its stock not made pursuant to registration under the Securities Act of 1933,
as amended, on an available exemption from such registration,  including without
limitation  that provided by Regulation S (Rules 901 through 905 and Preliminary
Notes) thereunder.

                  SECTION 4.3.  Holders of Record.  Prior to due presentment for
registration  of transfer  the  Corporation  may treat the holder of record of a
share of its stock as the complete owner thereof  exclusively  entitled to vote,
to receive  notifications and otherwise entitled to all the rights and powers of
a complete owner thereof, notwithstanding notice to the contrary.

                  SECTION   4.4.   Lost,   Stolen,    Destroyed   or   Mutilated
Certificates.  The Corporation shall issue a new certificate of stock to replace
a certificate  theretofore issued by it alleged to have been lost,  destroyed or
wrongfully taken, if the owner or such owner's legal representative (i) requests
replacement,  before the Corporation  has notice that the stock  certificate has
been acquired by a bona fide  purchaser;  (ii) files with the Corporation a bond
sufficient  to  indemnify  the  Corporation  against  any claim that may be made
against it on account of the  alleged  loss,  theft or  destruction  of any such
stock certificate or the issuance of any such new stock  certificate;  and (iii)
satisfies  such other terms and  conditions  as the Board of Directors  may from
time to time prescribe.


                                    ARTICLE V

                                  MISCELLANEOUS

                  SECTION 5.1.  Indemnity.  (a) The Corporation shall indemnify,
subject to the  requirements  of subsection (d) of this Section,  any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative  (other than an action by or in the right of the  Corporation),
by reason of the fact that he is or was a director,  officer,  employee or agent
of the Corporation,  or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another Corporation,  partnership, joint
venture, trust or other enterprise, against expenses (including


                                       -8-

<PAGE>



attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the Corporation  and, with respect
to any criminal  action or proceeding,  had no reasonable  cause to believe such
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement,  conviction or upon a plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption that the person did
not act in good faith and in a manner which he  reasonably  believed to be in or
not opposed to the best  interests of the  Corporation  and, with respect to any
criminal  action  or  proceeding,  had  reasonable  cause to  believe  that such
person's conduct was unlawful.

                           (b) The Corporation  shall indemnify,  subject to the
requirements of subsection (d) of this Section, any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action or suit by or in the right of the  Corporation  to procure a judgment  in
its favor by reason of the fact that he is or was a director,  officer, employee
or  agent  of  the  Corporation  or is or was  serving  at  the  request  of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys' fees) actually and reasonably  incurred by such person in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation.  Indemnification may not be made for a claim,
issue or  matter  as to  which  such a person  has been  adjudged  by a court of
competent jurisdiction,  after exhaustion of all appeals therefrom, to be liable
to the Corporation or for amounts paid in settlement to the Corporation,  unless
and only to the extent that the court in which the action or suit was brought or
other court of competent  jurisdiction  determines upon application that in view
of all the  circumstances  of the  case,  the  person  is fully  and  reasonably
entitled to indemnity for such expenses as the court deems proper.

                           (c) To the extent  that a present or former  director
or officer of the  Corporation has been successful on the merits or otherwise in
defense of any action,  suit or proceeding referred to in subsection (a) and (b)
of this  section,  or in  defense  of any claim,  issue or matter  therein,  the
Corporation shall indemnify such person against expenses  (including  attorneys'
fees) actually and reasonably incurred by such person in connection therewith.

                           (d) Any indemnification under subsections (a) and (b)
of this section (unless ordered by a court) may be made by the Corporation  only
as authorized in the specific case upon a determination that  indemnification of
the  present or former  director,  officer,  employee  or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in subsections (a) and (b) of this section.  Such  determination  shall be
made with  respect to a person who is a director  or officer at the time of such
determination  (1) by a majority  vote of the  directors  who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) if there
are no such  directors,  or if such directors so direct,  by  independent  legal
counsel in a written opinion or (3) by the stockholders.



                                       -9-

<PAGE>



                           (e)  Expenses   incurred  by  a  director,   officer,
employee or agent in defending a civil or criminal  action,  suit or  proceeding
shall be paid by the  Corporation  in advance of the final  disposition  of such
action,  suit or proceeding as authorized by the Board of Directors upon receipt
of an undertaking by or on behalf of the director, officer, employee or agent to
repay such amount if it shall  ultimately be determined  that such person is not
entitled to be indemnified by the Corporation as authorized in this section.

                           (f) The  indemnification  and advancement of expenses
provided by or granted pursuant to, the other  subsections of this section shall
not  be  deemed   exclusive  of  any  other   rights  to  which  those   seeking
indemnification   may  be  entitled  under  any  by-law,   agreement,   vote  of
stockholders or disinterested directors or otherwise,  both as to action in such
person's  official  capacity and as to action in another  capacity while holding
such office.

                           (g)  The   Corporation   may  purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent  of  the  Corporation,  or who is or was  serving  at the  request  of the
Corporation as a director,  officer,  employee or agent of another  Corporation,
partnership,  joint  venture,  trust or other  enterprise  against any liability
asserted  against such person and incurred by such person in any such  capacity,
or arising out of such person's  status as such,  whether or not the Corporation
would have the power to indemnify such person  against such liability  under the
provisions of this section.

                           (h) The  indemnification  and advancement of expenses
provided  by, or  granted  pursuant  to this  section  shall,  unless  otherwise
provided when authorized or ratified,  continue as to a person who has ceased to
be a director,  officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

                           (i) For the purposes of this  section,  references to
"the Corporation" shall include, in addition to the resulting  corporation,  any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued,  would
have had power and authority to indemnify its directors,  officers, employees or
agents, so that any person who is or was a director,  officer, employee or agent
of such  constituent  corporation,  or is or was  serving at the request of such
constituent  corporation  as a director,  officer,  employee or agent of another
corporation,  partnership, joint venture, trust or other enterprise, shall stand
in the same  position  under the  provisions of this section with respect to the
resulting  or  surviving  corporation  as such person would have with respect to
such constituent corporation if its separate existence had continued.

                           (j) This  Section 5.1 shall be  construed to give the
Corporation the broadest power  permissible by the GCLN, as it now stands and as
hereafter amended.

                  SECTION 5.2. Waiver of Notice.  Whenever notice is required by
the  Articles of  Incorporation,  the By-Laws or any  provision  of the GCLN,  a
written waiver thereof,  signed by the person entitled to notice, whether before
or after the time required for such notice, shall be deemed


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<PAGE>



equivalent to notice.  Attendance  of a person at a meeting  shall  constitute a
waiver of notice of such meeting,  except when the person  attends a meeting for
the express  purpose of  objecting,  at the  beginning  of the  meeting,  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.  Neither  the  business to be  transacted  at, nor the purpose of, any
regular  or  special  meeting  of the  stockholders,  directors  or members of a
committee of directors need be specified in any written waiver of notice.

                  SECTION 5.3.  Fiscal Year. The fiscal year of the  Corporation
shall  start on such  date as the  Board of  Directors  shall  from time to time
prescribe.

                  SECTION 5.4. Offices. The registered office of the Corporation
in the State of Nevada  shall be located at such address as is  determined  from
time to time by the Board of Directors. The Corporation may conduct business and
may have such other  offices,  either within or without the State of Nevada,  as
the Board of Directors may designate or as the business of the  Corporation  may
from time to time require.

                  SECTION 5.5.  Corporate  Seal.  The corporate seal shall be in
such form as the Board of  Directors  may from time to time  prescribe,  and the
same may be used by causing it or a facsimile thereof to be impressed or affixed
or in any other manner reproduced.


                                   ARTICLE VI

                              AMENDMENT OF BY-LAWS

                  SECTION 6.1. Amendment. Subject to the provisions of the GCLN,
these By-Laws may be altered, amended or repealed by the Board of Directors.


                                   ARTICLE VII

                              STOCKHOLDER PROPOSALS

                  SECTION 7.1. Stockholder Proposals Other Than a Nomination for
Election of the Corporation's Board of Directors.

                  (a)  Any   stockholder   wishing  to  submit  a  proposal  for
consideration at an annual meeting of stockholders,  other than a nomination for
election to the Board of Directors, shall give notice to the Corporation of such
proposal not less than 45 days prior to the first anniversary of the date of the
last annual meeting of stockholders.  Such notice shall be in writing, delivered
or  mailed  by first  class  mail,  postage  prepaid,  to the  Secretary  of the
Corporation,  and shall be  received by the  Secretary  in  conformity  with the
deadline referred to in the previous sentence.


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<PAGE>



                  (b) Each notice shall set forth (i) the name,  age and address
of the stockholder  who intends to make the proposal and a brief  description of
the proposal itself;  (ii) a representation  that the stockholder is a holder of
record of the Corporation  entitled to vote at the meeting and intends to appear
in person or by proxy at the meeting to present the  proposal  specified  in the
notice;  and (iii) such other  information  regarding the proposal as would have
been required to be included in a proxy  statement  filed  pursuant to the proxy
rules of the Securities  and Exchange  Commission had such proposal been made by
the Board of Directors of the Corporation.

                  (c) The  Chairman of any meeting of  stockholders  may, if the
facts warrant,  determine and declare to the meeting that a stockholder proposal
was not made in accordance with the foregoing procedure, and if he or she should
so  determine,  the Chairman  shall so declare to the meeting and the  defective
proposal shall be disregarded.

                  (d) At  all  such  times  as any  class  of the  Corporation's
securities is registered under the Securities  Exchange Act of 1934, as amended,
stockholder proposals shall conform to Rule 14a-8 thereunder.


                  SECTION 7.2.  Stockholder  Proposals  for the  Nomination  for
Election to the Corporation's Board of Directors.

                  (a)  Any   stockholder   wishing  to  submit  a  proposal  for
consideration  at the annual meeting of stockholders  for the nomination for the
election to the Board of Directors.  Such nominations shall be made by notice in
writing,  delivered  or mailed by first class mail,  postage  pre- paid,  to the
Secretary  of the  Corporation  not  less  than  45  days  prior  to  the  first
anniversary of the date of the last meeting of  stockholders  of the Corporation
called for the election of directors.

                  (b) Each notice shall set forth (i) the name,  age and address
of the  stockholder  who  intends  to make the  nomination  and of the person or
persons to be nominated;  (ii) a representation that the stockholder is a holder
of record of the  Corporation  entitled  to vote at the  meeting  and intends to
appear in person or by proxy at the  meeting to  nominate  the person or persons
specified in the notice;  (iii) the name, age,  business  address and, if known,
residence  address of each nominee  proposed in such notice;  (iv) the principal
occupation  or  employment  of  each  such  nominee;  (v) a  description  of all
arrangements or understandings between the stockholder and each such nominee and
any other person or persons  (naming  such person or persons)  pursuant to which
the nomination or nominations are to be made by the stockholder; (vi) such other
information  regarding  each such  nominee  as would  have been  required  to be
included  in a  proxy  statement  filed  pursuant  to  the  proxy  rules  of the
Securities and Exchange Commission had each nominee been nominated,  or intended
to be  nominated,  by the Board of Directors of the  corporation;  and (vii) the
consent of each such  nominee to serve as a director  of the  Corporation  if so
elected.

                  (c) The  Chairman of any meeting of  stockholders  may, if the
facts  warrant,  determine and declare to the meeting that a nomination  was not
made in accordance with the


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<PAGE>


foregoing procedure, and if he or she should so determine, the Chairman shall so
declare to the meeting and the defective nomination shall be disregarded.

                  (d) Except as required  in the By-Laws no election  need be by
written ballot.

                  (e) At  all  such  times  as any  class  of the  Corporation's
securities is registered under the Securities  Exchange Act of 1934, as amended,
stockholder proposals shall conform to Rule 14a-8 thereunder.




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