EXHIBIT 3.2





                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                                  GENEMAX CORP.























As in effect on December 16, 2003





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                                TABLE OF CONTENTS



                                    ARTICLE I
                                     OFFICES
                                                                            PAGE


1.1     Business Office                                                       1
1.2     Registered Office                                                     1

                                   ARTICLE II
                           SHARES AND TRANSFER THEREOF

2.1     Regulation                                                            1
2.2     Stock Certificates: Facsimile Signatures and Validation               1
2.3     Fractions of Shares: Insurance; Payment of Value or Issuance of
          Scrip                                                               2
2.4     Cancellation of Outstanding Certificates and Issuance of New
          Certificates:
            Order of Surrender; Penalties for Failure to Comply               2
2.5     Lost, Stolen or Destroyed Certificates                                2
2.6     Transfer of Shares                                                    3
2.7     Restrictions on Transfer of Shares                                    3
2.8     Transfer Agent                                                        3
2.9     Close of Transfer Book and Record Date                                3

                                   ARTICLE III
                        STOCKHOLDERS AND MEETINGS THEREOF

3.1     Stockholders of Record                                                4
3.2     Meetings                                                              4
3.3     Annual Meeting                                                        4
3.4     Special Meetings                                                      4
3.5     Actions at Meetings not Regularly Called: Ratification and
          Approval                                                            4
3.6     Notice of Stockholders' Meeting: Signature; Contents; Service;
          Waiver                                                              5
3.7     Consent of Stockholders in Lieu of Meeting                            5
3.8     Voting Record                                                         5
3.9     Quorum                                                                6
3.10    Manner of Acting                                                      6
3.11    Stockholders' Proxies                                                 6
3.12    Voting of Shares                                                      6
3.13    Voting by Ballot                                                      6
3.14    Cumulative Voting                                                     6
3.15    Stockholder Nominations and Proposals                                 7


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                                                                            PAGE

                                   ARTICLE IV
                         DIRECTORS, POWERS AND MEETINGS

4.1     Board of Directors                                                    9
4.2     General Powers                                                        9
4.3     Performance of Duties                                                 9
4.4     Regular Meetings                                                     10
4.5     Special Meetings                                                     10
4.6     Notice                                                               10
4.7     Waiver of Notice                                                     10
4.8     Participation by Electronic Means                                    10
4.9     Quorum and Manner of Acting                                          10
4.10    Organization                                                         11
4.11    Informal Action by Directors                                         11
4.12    Vacancies                                                            11
4.13    Compensation                                                         11
4.14    Removal of Directors                                                 11
4.15    Resignations                                                         11

                                    ARTICLE V
                                   COMMITTEES

5.1     Executive Committee                                                  12
5.2     Audit Committee                                                      12
5.3     Compensation Committee                                               13
5.4     Nominating/Governance Committee                                      13

                                   ARTICLE VI
                                    OFFICERS

6.1     Number of Officers                                                   14
6.2     Election and Term of Office                                          14
6.3     Removal                                                              14
6.4     Vacancies                                                            14
6.5     Powers                                                               14
6.6     Compensation                                                         16
6.7     Bonds                                                                16

                                   ARTICLE VII
                                 INDEMNIFICATION

                                  ARTICLE VIII
                                    DIVIDENDS                                16


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                                                                            PAGE


                                   ARTICLE IX
                                     FINANCE

9.1     Reserve Funds                                                        16
9.2     Banking                                                              16

                                    ARTICLE X
                           CONTRACTS, LOANS AND CHECKS

10.1    Execution of Contracts                                               16
10.2    Loans                                                                17
10.3    Checks                                                               17
10.4    Deposits                                                             17

                                   ARTICLE XI
                                   FISCAL YEAR                               17

                                   ARTICLE XII
                                 CORPORATE SEAL                              17

                                  ARTICLE XIII
                                   AMENDMENTS                                17

                                   ARTICLE IVX
                              ADDITIONAL COMMITTEES                          18

14.1    Appointment                                                          18
14.2    Authority                                                            18
14.3    Tenure and Qualifications                                            18
14.4    Meetings                                                             18
14.5    Quorum                                                               18
14.6    Informal Action by a Committee                                       19
14.7    Vacancies                                                            19
14.8    Resignations and Removal                                             19
14.9    Procedure                                                            19

                                   ARTICLE XV
                                EMERGENCY BYLAWS                             19

CERTIFICATE                                                                  19


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                                    ARTICLE I
                                     OFFICES

         1.1 BUSINESS OFFICE.  The principal office and place of business of the
corporation is located at 1681 Chestnut Street,  Suite 400,  Vancouver,  British
Columbia,  Canada  V6J  4M6.  Other  offices  and  places  of  business  may  be
established  from time to time by resolution of the Board of Directors or as the
business of the corporation may require.

         1.2  REGISTERED  OFFICE.  The  registered  office  of the  corporation,
required by the Nevada Revised Statutes to be maintained in the State of Nevada,
may be, but need not be,  identical  with the  principal  office in the State of
Nevada,  and the address of the  registered  office may be changed  from time to
time by the Board of Directors in accordance  with the  procedures  set forth in
the Nevada Revised Statutes.

                                   ARTICLE II
                           SHARES AND TRANSFER THEREOF

         2.1  REGULATION.  The  Board of  Directors  may  make  such  rules  and
regulations as it may deem  appropriate  concerning  the issuance,  transfer and
registration  of  certificates  for  shares of the  corporation,  including  the
appointment of transfer agents and registrars.

         2.2  STOCK  CERTIFICATES:  FACSIMILE  SIGNATURES  AND  VALIDATION.  (A)
Ownership of stock in the  corporation  shall be evidenced  by  certificates  of
stock in such forms as shall be prescribed by the Board of Directors, certifying
the number of shares owned by such stockholder in the corporation,  and shall be
under  the  seal  of  the  corporation  and  signed  by  the  President  or  the
Vice-President and also by the Secretary of by an Assistant Secretary.  Whenever
any certificate is countersigned or otherwise  authenticated by a transfer agent
or transfer  clerk and by a registrar,  then a facsimile of the signature of the
officers or agents of the corporation  may be printed or lithographed  upon such
certificate in lieu of the actual signatures.

                  (B) All certificates shall be consecutively numbered; the name
of the  person  owning the shares  represented  thereby  with the number of such
shares and the date of issue  shall be entered on the  corporation's  books;  no
certificates  shall be printed or entered  into the  corporation's  books in the
names of either Cede & Co.,  Depository  Trust  Company,  CDS & Co. or any other
such type of depository for certificates; and certificates shall only be printed
or entered into the  corporation's  books in the name of the beneficial owner of
the shares of the corporation's stock.

                  (C) No  certificate  shall be valid unless it is signed by the
President or Vice-President  and by the Secretary or by an Assistant  Secretary.
In the event any officer who shall have  signed,  or whose  facsimile  signature
shall have been used on, any such certificate  shall cease to be such officer of
the corporation, whether because of death, resignation or otherwise, before such


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certificate  shall have been delivered by the corporation,  such certificate may
nevertheless be adopted by the corporation and be issued and delivered as though
the person who signed such  certificate or whose facsimile  signature shall have
been used thereon, had not ceased to be such officer of the corporation.

         2.3  FRACTIONS  OF SHARES:  ISSUANCE:  PAYMENT OF VALUE OR  ISSUANCE OF
SCRIP.  The  corporation  is not  obligated  to, but may,  execute and deliver a
certificate  for or including a fraction of a share.  In lieu of  executing  and
delivering a certificate for a fraction of a share,  the  corporation  may, upon
resolution of the Board of Directors:

                  (A) make payment to any person otherwise  entitled to become a
holder of a fractional  share,  which payment  shall be in  accordance  with the
provisions of the Nevada Revised Statutes; or

                  (B) execute and deliver  registered  or bearer  scrip over the
manual  signature or facsimile  signature of an officer of the corporation or of
its agent for that purpose, exchangeable as provided on the scrip for full share
certificates,  but the scrip  does not  entitle  the  holder to any  rights as a
stockholder  except as  provided  on the scrip.  The scrip may contain any other
provisions or  conditions  that the  corporation,  by resolution of the Board of
Directors, deems advisable.

         2.4  CANCELLATION  OF  OUTSTANDING  CERTIFICATES  AND  ISSUANCE  OF NEW
CERTIFICATES:   ORDER  OF  SURRENDER:  PENALTIES  FOR  FAILURE  TO  COMPLY.  All
certificates  surrendered to the  corporation for transfer shall be canceled and
no new certificates shall be issued in lieu thereof until the former certificate
for a like number of shares shall have been surrendered and canceled,  except as
hereinafter  provided  with respect to lost,  stolen or destroyed  certificates.
When the  Certificate  or  Articles  of  Incorporation  are  amended  in any way
affecting the statements  contained in the certificates for outstanding  shares,
or it  becomes  desirable  for any  reason  in the  discretion  of the  Board of
Directors,  to cancel  any  outstanding  certificate  or shares  and issue a new
certificate  therefor  conforming  to the  rights  of the  holder,  the Board of
Directors  shall order any  holders of  outstanding  certificates  for shares to
surrender and exchange them for new certificates  within a reasonable time to be
fixed by the Board of  Directors.  Such order may provide  that no holder of any
such  certificate so ordered to be  surrendered  shall be entitled to vote or to
receive  dividends or exercise any of the other rights of stockholders of record
until he shall have complied with such order,  but such order shall only operate
to suspend such rights after notice and until compliance.  The duty of surrender
of any outstanding certificates may also be enforced by action at law.

         2.5 LOST. STOLEN OR DESTROYED  CERTIFICATES.  Any stockholder  claiming
that his  certificate  for  shares  is lost,  stolen  or  destroyed  may make an
affidavit or  affirmation  of the fact and lodge the same with the  Secretary of
the  corporation,  accompanied by a signed  application  for a new  certificate.
Thereupon,  and upon the  giving  of a  satisfactory  bond of  indemnity  to the
corporation  not  exceeding  an  amount  double  the  value  of  the  shares  as
represented  by such  certificate  (the  necessity  for such bond and the amount
required to be determined by the President and Treasurer of the corporation),  a
new  certificate  may be issued  of the same  tenor  and  representing  the same
number,  class  and  series of shares  as were  represented  by the  certificate
alleged to be lost, stolen or destroyed.


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         2.6  TRANSFER  OF  SHARES.  Subject  to the  terms  of any  stockholder
agreement  relating  to the  transfer of shares or other  transfer  restrictions
contained in the Articles of Incorporation or authorized therein,  shares of the
corporation  shall be transferable on the books of the corporation by the holder
thereof.  No transfer of stock shall be valid as against the corporation  unless
the certificate is delivered and surrendered to the corporation for cancellation
of the  certificate  therefore,  accompanied by an assignment or transfer by the
owner therefor, made either in person or under assignment, and a new certificate
shall be issued therefor.  Upon such presentation and surrender of a certificate
for shares properly  endorsed and payment of all taxes therefor,  the transferee
shall be entitled to a new  certificate  or  certificates  in lieu  thereof.  As
against the  corporation,  a transfer of shares can be made only on the books of
the  corporation  and in the manner  hereinabove  provided,  and the corporation
shall be  entitled  to treat  the  holder  of  record  of any share as the owner
thereof and shall not be bound to recognize  any  equitable or other claim to or
interest in such share on the part of any other person,  whether or not it shall
have express or other notice thereof, save as expressly provided by the statutes
of the State of Nevada.  Whenever  any  transfer  shall be expressed as made for
collateral  security and not  absolutely,  the same shall be so expressed in the
entry of said transfer of the books of the corporation.

         2.7  RESTRICTIONS  ON  TRANSFER  OF SHARES.  Subject to the  limitation
imposed by Section 104.8204,  Nevada Revised Statutes,  a written restriction on
the transfer or registration of transfer of a security of the corporation may be
enforced  against  the holder of the  restricted  security or any  successor  or
transferee  of the holder.  A  restriction  on the transfer or  registration  of
transfer  of the  securities  of the  corporation  may be imposed  either by the
Certificate of Incorporation,  the Bylaws or by an agreement among any number of
security  holders or between one or more such  holders and the  corporation.  No
restriction so imposed is binding with respect to securities issued prior to the
adoption of the restriction, unless the holders of the securities are parties to
an agreement or voted in favor of the restriction.

         2.8  TRANSFER  AGENT.  Unless  otherwise  specified  by  the  Board  of
Directors by resolution,  the Secretary of the corporation shall act as transfer
agent of the  certificates  representing the shares of stock of the corporation.
He shall  maintain a stock  transfer  book,  the stubs of which  shall set forth
among other things,  the names and addresses of the holders of all issued shares
of the corporation,  the number of shares held by each, the certificate  numbers
representing  such shares,  the date of issue of the  certificates  representing
such shares,  and whether or not such shares  originate  from original  issue or
from  transfer.  Subject  to  Section  3.8,  the  names  and  addresses  of  the
stockholders  as they  appear on the stubs of the stock  transfer  book shall be
conclusive  evidence  as to who  are  the  stockholders  of  record  and as such
entitled  to receive  notice of the  meetings of  stockholders;  to vote at such
meetings;  to examine the list of the stockholders entitled to vote at meetings;
to receive  dividends;  and to own,  enjoy and  exercise  any other  property or
rights deriving from such shares against the corporation. Each stockholder shall
be responsible  for notifying the Secretary in writing of any change in his name
or address and failure so to do will  relieve the  corporation,  its  directors,
officers  and agents,  from  liability  for  failure to direct  notices or other
documents,  or pay over or transfer  dividends or other property or rights, to a
name or address  other than the name and  address  appearing  on the stub of the
stock transfer book.


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         2.9  CLOSE OF  TRANSFER  BOOK  AND  RECORD  DATE.  For the  purpose  of
determining  stockholders  entitled  to notice of or to vote at any  meeting  of
stockholders,  or any adjournment  thereof, or stockholders  entitled to receive
payment of any dividend, or in order to make a determination of stockholders for
any other  proper  purpose,  the Board of Directors  may  prescribe a period not
exceeding sixty (60) days prior to any meeting of the stockholders  during which
no transfer of stock on the books of the  corporation  may be made, or may fix a
day not more than sixty (60) days  prior to the  holding of any such  meeting as
the day as of which stockholders  entitled to notice and to vote at such meeting
shall be  determined;  and only  stockholders  of  record  on such day  shall be
entitled  to  notice  or to  vote  at  such  meeting.  When a  determination  of
stockholders  entitled to vote at any meeting of  stockholders  has been made as
provided in this  section,  such  determination  shall apply to any  adjournment
thereof.

                                   ARTICLE III
                        STOCKHOLDERS AND MEETINGS THEREOF

         3.1 STOCKHOLDERS OF RECORD. Only stockholders of record on the books of
the corporation shall be entitled to be treated by the corporation as holders in
fact of the shares standing in their respective names, and the corporation shall
not be bound to recognize  any  equitable or other claim to, or interest in, any
shares on the part of any other person,  firm or corporation,  whether or not it
shall have express or other notice thereof,  except as expressly provided by the
laws of Nevada.

         3.2 MEETINGS.  Meetings of stockholders  shall be held at the principal
office of the corporation,  or at such other place, either within or without the
State of Nevada,  as specified  from time to time by the Board of Directors.  If
the Board of Directors  shall specify  another  location such change in location
shall be recorded on the notice calling such meeting.

         3.3  ANNUAL  MEETING.   The  annual  meeting  of  stockholders  of  the
corporation for the election of directors, and for the transaction of such other
business as may properly  come before the  meeting,  shall be held on such date,
and at such  time  and  place as the  Board  of  Directors  shall  designate  by
resolution  at any time within the first nine months  following the close of the
corporation's fiscal year. If the election of directors shall not be held within
the time period  designated  herein for any annual meeting of the  stockholders,
the Board of Directors  shall cause the election to be held at a special meeting
of the stockholders as soon thereafter as may be convenient. Failure to hold the
annual meeting at the designated time shall not work a forfeiture or dissolution
of the corporation.

         3.4  SPECIAL  MEETINGS.  Special  meetings of the  stockholders  of the
corporation may be called by the Chairman of the Board of Directors or the Board
of Directors.

         3.5  ACTIONS  AT  MEETINGS  NOT  REGULARLY  CALLED:   RATIFICATION  AND
APPROVAL.  Whenever all  stockholders  entitled to vote at any meeting  consent,
either  by (i) a  writing  on the  records  of the  meeting  or  filed  with the
Secretary;  or (ii)  presence at such  meeting and oral  consent  entered on the
minutes;  or (iii)  taking part in the  deliberations  at such  meeting  without
objection;  the doings of such meeting  shall be as valid as if had at a meeting
regularly  called and noticed.  At such  meeting any business may be  transacted
which is not excepted from the written consent or to the  consideration of which
no objection  for want of notice  is-made at the time. If a meeting be irregular


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for want of notice or of such  consent,  provided a quorum  was  present at such
meeting,  the  proceedings  of the  meeting  may be ratified  and  approved  and
rendered  likewise  valid and the  irregularity  or defect  therein  waived by a
writing  signed by all parties  having the right to vote at such  meeting.  Such
consent or approval of  stockholders  may be made by proxy or attorney,  but all
such proxies and powers of attorney must be in writing.

         3.6  NOTICE OF  STOCKHOLDERS'  MEETING:  SIGNATURE:  CONTENTS,  SERVICE
WAIVER.  The notice of  stockholders  meetings shall be in writing and signed by
the President or a Vice President, or the Secretary, or the Assistant Secretary,
or by such other person or persons as designated by the Board of Directors. Such
notice  shall state the purpose or purposes  for which the meeting is called and
the time  when,  and the  place,  which may be within  or  without  the State of
Nevada,  where it is to be held. A copy of such notice shall be either delivered
personally to, or shall be mailed postage prepaid to, each stockholder of record
entitled to vote at such meeting not less than ten (10) nor more than sixty (60)
days before such meeting.  If mailed,  it shall be directed to a stockholder  at
his  address  as it appears on the  records  of the  corporation,  and upon such
mailing of any such notice the service  thereof shall be complete,  and the time
of the  notice  shall  begin to run from the date  upon  which  such  notice  is
deposited in the mail for transmission to such stockholder. Personal delivery of
any such notice to any officer of a corporation or association, or to any member
of a partnership,  shall constitute delivery of such notice to such corporation,
association or partnership.  Notice duly delivered or mailed to a stockholder in
accordance with the provisions of this section shall be deemed  sufficient,  and
in the event of the  transfer  of his stock  after such  delivery or mailing and
prior to the holding of the  meeting,  it shall not be  necessary  to deliver or
mail notice of the meeting upon the transferee. Any stockholder may waive notice
of any  meeting by a writing  signed by him,  or his duly  authorized  attorney,
either  before or after the meeting.  Such waiver shall be deemed  equivalent to
any notice required to be given pursuant to the Articles of  Incorporation,  the
Bylaws, or the Nevada Revised Statutes.

         3.7 CONSENT OF STOCKHOLDERS'  IN LIEU OF MEETING.  Any action which may
be taken by the vote of stockholders at a meeting may be taken without a meeting
if authorized by the written consent of stockholders holding at least a majority
of the voting power, except that:

                   (A) If any greater proportion of voting power is required for
such action at a meeting,  then the greater  proportion  of written  consents is
required; and

                  (B) This general  provision for action by written consent does
not supersede any specific  provision for action by written consent contained in
the Articles of Incorporation,  the bylaws or the Nevada Revised Statutes. In no
instance  where  action is  authorized  by  written  consent  need a meeting  of
stockholders be called or noticed.

         3.8 VOTING  RECORD.  The  officer or agent  having  charge of the stock
transfer  books for  shares of the  corporation  shall  make,  at least ten days
before  such  meeting of  stockholders,  a complete  record of the  stockholders
entitled to vote at each meeting of  stockholders  or any  adjournment  thereof,
arranged  in  alphabetical  order,  with the address of and the number of shares
held by each. The record, for a period of ten days prior to such meeting,  shall
be kept on file at the principal  office of the  corporation,  whether within or
without  the  State  of  Nevada,  and  shall be  subject  to  inspection  by any
stockholder  for any purpose  germane to the  meeting at any time  during  usual
business  hours.  Such record  shall be  produced  and kept open at the time and


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place of the meeting and shall be subject to the  inspection of any  stockholder
during the whole time of the  meeting for the  purposes  thereof.  The  original
stock  transfer  books  shall  be the  prima  facie  evidence  as to who are the
stockholders  entitled to examine the record or transfer books or to vote at any
meeting of stockholders.

         3.9 QUORUM.  One-third  of the  outstanding  shares of the  corporation
entitled to vote,  represented in person or by proxy,  shall constitute a quorum
at any  meeting of  stockholders,  except as  otherwise  provided  by the Nevada
Revised Statutes and the Articles of  Incorporation.  In the absence of a quorum
at any such  meeting,  a majority of the shares so  represented  may adjourn the
meeting  from time to time for a period not to exceed  sixty  (60) days  without
further notice.  At such adjourned meeting at which a quorum shall be present or
represented,  any business may be transacted which might have been transacted at
the meeting as originally noticed.  The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

         3.10 MANNER OF ACTING. If a quorum is present,  the affirmative vote of
the  majority of the shares  represented  at the meeting and entitled to vote on
the subject  matter shall be the act of the  stockholders,  unless the vote of a
greater  proportion  or number or voting by classes  is  otherwise  required  by
statute or by the Articles of Incorporation or these Bylaws.

         3.11 STOCKHOLDERS'  PROXIES.  At any meeting of the stockholders of the
corporation,  any  stockholder may be represented and vote by a proxy or proxies
appointed by an instrument in writing.  In the event that any such instrument in
writing  shall  designate  two or more persons to act as proxies,  a majority of
such persons present at the meeting, or, if only one shall be present, then that
one  shall  have and may  exercise  all the  powers  conferred  by such  written
instrument  upon all of the persons so designated  unless the  instrument  shall
otherwise provide.  No such proxy shall be valid after the expiration of six (6)
months from the date of its  execution,  unless  coupled  with an  interest,  or
unless the person executing it specifies therein the length of time for which it
is to continue in force,  which in no case shall exceed seven (7) years from the
date of its  execution.  Subject to the above,  any proxy duly  executed  is not
revoked and continues in full force and effect until an  instrument  revoking it
or a duly executed proxy bearing a later date is filed with the Secretary of the
corporation.

         3.12 VOTING OF SHARES. Unless otherwise provided by these Bylaws or the
Articles of  Incorporation,  each  outstanding  share  entitled to vote shall be
entitled  to one vote  upon each  matter  submitted  to a vote at a  meeting  of
stockholders,  and each  fractional  share shall be entitled to a  corresponding
fractional vote on each such matter.

         3.13 VOTING BY BALLOT. Voting on any question or in any election may be
by voice vote unless the presiding  officer shall order or any stockholder shall
demand that voting be by ballot.

         3.14 CUMULATIVE  VOTING.  No stockholder shall be permitted to cumulate
his votes.

         3.15  STOCKHOLDER  NOMINATIONS  AND  PROPOSALS.  (A) No proposal  for a
stockholder   vote  (a  "Stockholder   Proposal")  shall  be  submitted  to  the
stockholders of the corporation unless the stockholder  submitting such proposal
(the  "Proponent")  shall  have  filed  a  written  notice  setting  forth  with


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particularity  (i) the names and  business  addresses of the  Proponent  and all
Persons (as such term is defined in Section  3(a)(9) of the Securities  Exchange
Act of 1934,  as  amended,  (the  "Exchange  Act"))  acting in concert  with the
Proponent;  (ii) the  names  and  addresses  of the  Proponent  and the  Persons
identified in clause (i), as they appear on the Corporation's  books (if they so
appear);  (iii) the class and number of shares of the  Corporation  beneficially
owned  by the  Proponent  and the  Persons  identified  in  clause  (i);  (iv) a
description of the  Stockholder  Proposal  containing all  information  material
thereto;  (v) a description of all  arrangements or  understandings  between the
Proponent and any other Persons  (including  the names of such other Persons) in
connection  with the  Stockholder  Proposal  and any  material  interest  of the
Proponent  or such  Persons  in such  Stockholder  Proposal  and (vi) such other
information  as the Board of  Directors  reasonably  determines  is necessary or
appropriate  to enable the Board of Directors and  stockholders  to consider the
Stockholder Proposal.  Upon receipt of the Stockholder Proposal and prior to the
stockholders' meeting at which such Stockholder Proposal will be considered,  if
the Board of Directors or a designated committee or the officer who will preside
at the meeting of the stockholders determines that the information provided in a
Stockholder  Proposal does not satisfy the  requirements of this Section 3.15 or
is  otherwise  not in  accordance  with  applicable  law,  the  Secretary of the
Corporation shall promptly notify the Proponent of the deficiency in the notice.
Such  Proponent  shall have the  opportunity to cure the deficiency by providing
additional information to the Secretary within the period of time, not to exceed
five  days  from the date  such  deficiency  notice  is given to the  Proponent,
determined by the Board of  Directors,  such  committee or such officer.  If the
deficiency is not cured within such period,  or if the Board of Directors,  such
committee or such officer determines that the additional information provided by
the  Proponent,  together with the  information  previously  provided,  does not
satisfy the  requirements of this Section 3.15 or is otherwise not in accordance
with applicable law, then such  Stockholder  Proposal shall not be presented for
action at the stockholders' meeting in question.

         (B) Only  persons  who are  selected  and  recommended  by the Board of
Directors  or the  nominating  committee  thereof,  or who are  nominated by the
stockholders  in accordance  with the procedures set forth in this Section 3.15,
shall be eligible for election or qualified to serve as  directors.  Nominations
of  individuals  for election to the Board of Directors at any annual meeting or
special meeting of the  stockholders at which directors are to be elected may be
made by any stockholder of the Corporation  entitled to vote for the election of
directors at that meeting by compliance  with the  procedures  set forth in this
Section  3.15  except  as  may  be   otherwise   provided  in  the  Articles  of
Incorporation  with  respect to the right of holders of  Preferred  Stock of the
Corporation to nominate and elect a specified  number of directors.  Nominations
by stockholders shall be made by written notice (a "Nomination  Notice"),  which
shall set forth (i) as to each individual nominated (A) the name, date of birth,
business  address  and  residence  address  of such  nominee;  (B) the  business
experience  during the past five  years of such  nominee,  including  his or her
principal  occupations or employment during such period,  the name and principal
business of any corporation or other  organization in which such occupations and
employment  were carried on, and such other  information as to the nature of his
or her  responsibilities  and the  level of  professional  competence  as may be
sufficient to permit  assessment of his or her prior  business  experience;  (C)
whether the nominee is or has ever been at any time a director, officer or owner
of 5% or more of any class of  capital  stock,  partnership  interests  or other
equity  interest  of any  Corporation,  partnership  or  other  entity;  (D) any
directorships held by such nominee in any corporation with a class of securities


                                      -7-


<PAGE>


registered  pursuant  to  section  12 of  the  Exchange  Act or  subject  to the
requirements of section 15(d) of the Exchange Act or any corporation  registered
as an investment  company under the Investment  Company Act of 1940, as amended;
(E)  whether,  in the last five  years,  such  nominee has been  convicted  in a
criminal proceeding or has been subject to a judgment,  order, finding or decree
of any federal, state or other governmental entity,  concerning any violation of
federal, state, or other law, or any proceeding in bankruptcy, which conviction,
judgment, order, finding, decree or proceeding may be material to the evaluation
of the  ability  or  integrity  of the  nominee;  and (F) any other  information
relating  to the  nominee  that would be  required  to be  disclosed  in a proxy
statement or other filings required to be made in connection with  solicitations
of proxies for election of directors pursuant to section 14 of the Exchange Act,
and the rules and regulations promulgated thereunder;  and (ii) as to the person
submitting  the  Nomination  Notice and any Person  acting in concert  with such
Person,  (w) the name and business  address of such person and Persons,  (x) the
name and business address of such person and Persons as they appear on the books
of the  Corporation  (if they so appear);  (y) the class and number of shares of
the Corporation which are beneficially owned by such person and Persons, and (z)
any other information  relating to such stockholder that would be required to be
disclosed  in a  proxy  statement  or  other  filings  required  to be  made  in
connection with  solicitations of proxies for election of directors  pursuant to
section  14 of the  Exchange  Act  and the  rules  and  regulations  promulgated
thereunder.  A written consent to being named in a proxy statement as a nominee,
and to serve as a director if  elected,  signed by the  nominee,  shall be filed
with any  Nomination  Notice.  If the  presiding  officer  at any  stockholders'
meeting  determines  that a  nomination  was not  made in  accordance  with  the
procedures  prescribed  by these  Bylaws,  the  officer  shall so declare to the
meeting and the defective nomination shall be disregarded.

         (C) Nomination  Notices and Stockholder  Proposals must be delivered to
the Secretary at the principal executive office of the Corporation or mailed and
received at the principal  executive  offices of the Corporation (a) in the case
of any annual meeting, 120 days prior to the anniversary date of the immediately
preceding annual meeting of stockholders; provided, however, that the event that
the annual  meeting is called for a date that is not within 30 days before or 60
days after  such  anniversary  date,  notice by the  stockholder  in order to be
timely  must be so received no later than the close of business on the tenth day
following  the day on which notice of the date of the annual  meeting was mailed
or public disclosure of the date of the annual meeting was made, whichever first
occurs; and (b) in the case of a special meeting of stockholders  called for the
purpose of electing directors, not later than the close of business on the tenth
day  following  the day on which  notice of the date of the special  meeting was
mailed  or  public  disclosure  of the date of the  special  meeting  was  made,
whichever first occurs.

                                   ARTICLE IV
                         DIRECTORS, POWERS AND MEETINGS

         4.1 BOARD OF  DIRECTORS.  The business  and affairs of the  corporation
shall be  managed  by a board of not  less  than one (1) nor more  than ten (10)
directors who shall be natural  persons of at least 18 years of age but who need
not be  stockholders  of the corporation or residents of the State of Nevada and
who shall be elected at the annual meeting of stockholders  or some  adjournment
thereof. Directors shall hold office until the next succeeding annual meeting of
stockholders  and until  their  successors  shall  have been  elected  and shall
qualify. The Board of Directors may increase or decrease the number of directors
by resolution.


                                      -8-


<PAGE>


         4.2 GENERAL POWERS.  The business and affairs of the corporation  shall
be managed by the Board of  Directors  which may exercise all such powers of the
corporation  and do all such  lawful acts and things as are not by statute or by
the  Articles of  Incorporation  or by these  Bylaws  directed or required to be
exercised or done by the  stockholders  including,  but without thereby limiting
the generality of the foregoing, the power to create and to delegate, with power
to  subdelegate,  any of its powers to any committee.  The directors  shall pass
upon any and all bills or claims of officers for salaries or other  compensation
and, if deemed advisable,  shall contract with officers,  employees,  directors,
attorneys, accountants, and other persons to render services to the corporation.
Any  contractor  or  conveyance,  otherwise  lawful,  made  in the  name  of the
corporation,  which is authorized  or ratified by the Board of Directors,  or is
done within the scope of the authority,  actual or apparent,  given by the Board
of  Directors,  binds  the  corporation,  and the  corporation  acquires  rights
thereunder, whether the contract is executed or is wholly or in part executory.

         4.3 PERFORMANCE OF DUTIES. A director of the corporation  shall perform
his duties as a director,  including  his duties as a member of any committee of
the board upon  which he may serve,  in good  faith,  in a manner he  reasonably
believes to be in the best interests of the  corporation,  and with such care as
an  ordinarily  prudent  person  in a like  position  would  use  under  similar
circumstances. In performing his duties, a director shall be entitled to rely on
information,  opinions,  reports, or statements,  including financial statements
and other  financial  data,  in each case  prepared or  presented by persons and
groups listed in paragraphs  (A), (B), and (C) of this Section 4.3; but he shall
not be considered to be acting in good faith if he has knowledge  concerning the
matter in question  that would cause such reliance to be  unwarranted.  A person
who so performs  his duties  shall not have any  liability by reason of being or
having been a director  of the  corporation.  Those  persons and groups on whose
information,  opinions,  reports,  and statements a director is entitled to rely
upon are:

                  (A) One or more officers or employees of the corporation  whom
the director  reasonably  believes to be reliable  and  competent in the matters
presented;

                  (B)  Counsel,  public  accountants,  or  other  persons  as to
matters  which the  director  reasonably  believes  to be within  such  persons'
professional or expert competence; or

                  (C) A  committee  of the board  upon  which he does not serve,
duly   designated  in  accordance   with  the  provisions  of  the  Articles  of
Incorporation  or the Bylaws,  as to matters  within its  designated  authority,
which committee the director reasonably believes to merit confidence.

         4.4  REGULAR  MEETINGS.  A  regular,  annual  meeting  of the  Board of
Directors shall be held at the same place as, and immediately  after, the annual
meeting  of  stockholders,  and  no  notice  shall  be  required  in  connection
therewith. The annual meeting of the Board of Directors shall be for the purpose
of electing  officers  and the  transaction  of such other  business as may come
before the meeting. The Board of Directors may provide, by resolution,  the time
and place,  either  within or without  the State of Nevada,  for the  holding of
additional regular meetings without other notice than such resolution.


                                      -9-


<PAGE>


         4.5 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by or at the request of the President or any two directors. The person or
persons  authorized  to call special  meetings of the Board of Directors may fix
any  place,  either  within or  without  the State of  Nevada,  as the place for
holding any special meeting of the Board of Directors called by them.

         4.6 NOTICE. Written notice of any special meeting of directors shall be
given as follows:

                  (A) By mail to each director at his business  address at least
three (3) days prior to the meeting.  If mailed,  such notice shall be deemed to
be delivered  when  deposited  in the United  States mail,  so  addressed,  with
postage thereon prepaid; or

                  (B) By personal delivery or telegram at least twenty-four (24)
hours prior to the meeting to the business  address of each director,  or in the
event such notice is given on a Saturday,  Sunday or holiday,  to the  residence
address of each director.  If notice be given by telegram,  such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.

         4.7 WAIVER OF NOTICE.  Whenever  any notice  whatever is required to be
given to directors, a waiver thereof in writing, signed by the person or persons
entitled to the notice,  whether before or after the time stated therein,  shall
be deemed equivalent thereto.

         4.8  PARTICIPATION BY ELECTRONIC  MEANS.  Unless otherwise  restricted,
members of the Board of Directors or any committee thereof, may participate in a
meeting of such board or committee by means of a conference telephone network or
a  similar  communications  method  by which all  persons  participating  in the
meeting can hear each other. Participation in a meeting pursuant to this section
constitutes presence in person at such meeting. Each person participating in the
meeting  shall  sign  the  minutes  thereof.   The  minutes  may  be  signed  in
counterparts.

         4.9 QUORUM AND MANNER OF ACTING.  A quorum at all meetings of the Board
of Directors shall consist of a majority of the number of directors then holding
office,  but a smaller  number may  adjourn  from time to time  without  further
notice,  until a quorum is secured.  The act 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,  unless the act of a greater number is required by the laws of the
State of Nevada or by the Articles of Incorporation or these Bylaws.

         4.10  ORGANIZATION.  The Board of Directors shall elect a chairman from
among the  directors to preside at each meeting of the Board of Directors and at
all meetings of the stockholders.  If there shall be no chairman  present,  then
the President  shall preside,  and in his absence,  any other director chosen by
the Board of  Directors  shall  preside.  The Board of  Directors  shall elect a
Secretary to record the discussions and resolutions of each meeting.

         4.11 INFORMAL ACTION BY DIRECTORS.  Unless otherwise  restricted by the
Articles of Incorporation  or these Bylaws,  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 a written consent thereto is signed by all the
members of the board or such committee. Such written consent shall be filed with
the minutes of proceedings of the board or committee.


                                      -10-


<PAGE>


         4.12  VACANCIES AND ADDITIONAL  DIRECTORS.  Any vacancy on 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.  A  director
elected  to fill a  vacancy  shall  be  elected  for the  unexpired  term of his
predecessor  in office and shall hold such office  until his  successor  is duly
elected and shall qualify.  A director elected to fill a vacancy for which there
was no  predecessor  shall hold such office until his  successor is duly elected
and shall qualify. Any directorship to be filled by reason of an increase in the
number of directors shall be filled by the affirmative vote of a majority of the
directors then in office or by an election at an annual meeting, or at a special
meeting of  stockholders  called for that purpose.  A director  chosen to fill a
position resulting from an increase in the number of directors shall hold office
only until the next election of directors by the stockholders.

         4.13  COMPENSATION.  By  resolution  of  the  Board  of  Directors  and
irrespective of any personal  interest of any of the members,  each director may
be paid his  expenses,  if any, of  attendance  at each  meeting of the Board of
Directors,  and may be paid a  stated  salary  as  director  or a fixed  sum for
attendance  at each meeting of the Board of  Directors or both.  No such payment
shall  preclude any director from serving the  corporation in any other capacity
and receiving compensation therefor.

         4.14 REMOVAL OF DIRECTORS. Any director or directors of the corporation
may be removed from office at any time,  with or without  cause,  by the vote or
written  consent of  stockholders  representing  not less than two-thirds of the
issued and outstanding capital stock entitled to voting power.

         4.15 RESIGNATIONS. A director of the corporation may resign at any time
by giving  written  notice to the Board of Directors,  President or Secretary of
the corporation.  The resignation  shall take effect upon the date of receipt of
such notice,  or at such later time  specified  therein.  The acceptance of such
resignation shall not be necessary to make it effective,  unless the resignation
requires such acceptance to be effective.

                                    ARTICLE V
                                   COMMITTEES

         5.1  EXECUTIVE  COMMITTEE.  (A) The Board of  Directors  may appoint an
executive committee consisting of such number of directors as it may appoint, to
serve at the pleasure of the Board of Directors, but in any event not beyond the
next annual meeting of the Board of Director.  The Board of Directors may at any
time, without notice, remove and replace any member of the executive committee.

                  (B) Subject to the  provisions of Section 4.2 of these bylaws,
the executive  committee  shall have a charter that will be approved and revised
as  appropriate,  from time to time by the executive  committee and the Board of
Director.  In general terms the functions of the  executive  committee  shall be
those as set forth in the charter.

                  (C) The executive  committee  shall meet at stated times or on
notice to all by one of its  number,  in which  notice the time and place of the
meeting shall be set forth.  The executive  committee shall fix its own rules of


                                      -11-


<PAGE>


procedure, and a majority shall constitute a quorum; but the affirmative vote of
a  majority  of the  whole  committee  shall be  necessary  in every  case.  The
executive committee shall keep regular minutes of its proceedings and report the
same to the Board of Directors.

                  (D) Members of the executive committee, other than officers of
the  corporation,  may receive such  compensation for their services as shall be
prescribed  by the Board of Directors.  Each member of the  executive  committee
shall be entitled to receive from the corporation  reimbursement of his expenses
incurred in attending a meeting of such committee.

         5.2 AUDIT  COMMITTEE.  (A) The Board of Directors  may appoint an audit
committee, consisting of such number of directors as it may appoint, to serve at
the  pleasure  of the Board of  Directors,  but in any event not beyond the next
annual  meeting of the Board of  Directors.  The Board of  Directors  may at any
time, without notice, remove and replace any member of the audit committee.

                  (B) Subject to the  provisions of Section 4.2 of these bylaws,
the audit  committee  shall have a charter  that will be approved and revised as
appropriate,  from  time  to time  by the  audit  committee  and  the  Board  of
Directors. In general terms, the functions of the audit committee shall be those
as set forth in the charter.

                  (C) The  audit  committee  shall  meet at  stated  times or on
notice to all by one of its  number,  in which  notice the time and place of the
meeting  shall be set  forth.  The  audit  committee  shall fix its own rules of
procedure, and a majority shall constitute a quorum; but the affirmative vote of
a majority of the whole  committee  shall be necessary in every case.  The audit
committee  shall keep regular  minutes of its proceedings and report the same to
the Board of Directors.

                  (D) Members of the audit committee, other than officers of the
corporation,  may  receive  such  compensation  for their  services  as shall be
prescribed by the Board of Directors.  Each member of the audit  committee shall
be  entitled  to receive  from the  corporation  reimbursement  of his  expenses
incurred in attending a meeting of such committee.

         5.3  COMPENSATION  COMMITTEE.  (A) The Board of Directors may appoint a
compensation  committee,  consisting  of  such  number  of  directors  as it may
appoint,  to serve at the pleasure of the Board of  Directors,  but in any event
not  beyond the next  annual  meeting  of the Board of  Directors.  The Board of
Directors may at any time, without notice,  remove and replace any member of the
compensation committee.

                  (B) Subject to the  provisions of Section 4.2 of these bylaws,
the  compensation  committee  shall  have a charter  that will be  approved  and
revised as  appropriate,  from time to time by the audit committee and the Board
of Directors.  In general  terms,  the functions of the  compensation  committee
shall be those as set forth in the charter.

                  (C) The  compensation  committee shall meet at stated times or
on notice to all by one of its number, in which notice the time and place of the
meeting shall be set forth. The  compensation  committee shall fix its own rules
of procedure, and a majority shall constitute a quorum; but the affirmative vote
of a majority of the whole  committee  shall be  necessary  in every  case.  The
compensation  committee shall keep regular minutes of its proceedings and report
the same to the Board of Directors.


                                      -12-


<PAGE>


                  (D) Members of the compensation committee, other than officers
of the corporation, may receive such compensation for their services as shall be
prescribed by the Board of Directors.  Each member of the compensation committee
shall be entitled to receive from the corporation  reimbursement of his expenses
incurred in attending a meeting of such committee.

         5.4  NOMINATING/GOVERNANCE  COMMITTEE.  (A) The Board of Directors  may
appoint  a  nominating/governance   committee,  consisting  of  such  number  of
directors as it may appoint, to serve at the pleasure of the Board of Directors,
but in any event not beyond the next annual  meeting of the Board of  Directors.
The Board of Directors may at any time,  without notice,  remove and replace any
member of the nominating/governance committee.

                  (B) Subject to the  provisions of Section 4.2 of these bylaws,
the  nominating/governance  committee shall have a charter that will be approved
and  revised  as  appropriate,  from  time to time by the  nominating/governance
committee and the Board of  Directors.  In general  terms,  the functions of the
nominating/governance committee shall be those as set forth in the charter.

                  (C) The  nominating/governance  committee shall meet at stated
times or on notice to all by one of its  number,  in which  notice  the time and
place of the meeting  shall be set forth.  The  nominating/governance  committee
shall fix its own rules of procedure,  and a majority shall constitute a quorum;
but the affirmative vote of a majority of the whole committee shall be necessary
in every case. The nominating/governance committee shall keep regular minutes of
its proceedings and report the same to the Board of Directors.

                  (D) Members of the nominating/governance committee, other than
officers of the corporation, may receive such compensation for their services as
shall  be   prescribed   by  the  Board  of   Directors.   Each  member  of  the
nominating/governance   committee   shall  be  entitled  to  receive   from  the
corporation  reimbursement  of his  expenses  incurred in attending a meeting of
such committee.

                                   ARTICLE VI
                                    OFFICERS

         6.1 NUMBER.  The officers of the  corporation  shall be a President,  a
Secretary, a Treasurer,  and a registered agent, and who shall be elected by the
Board of Directors.  Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors. Any two or more
offices may be held by the same person.

         6.2 ELECTION AND TERM OF OFFICE.  The officers of the corporation to be
elected  by the Board of  Directors  shall be elected  annually  by the Board of
Directors at the first  meeting of the Board of Directors  held after the annual
meeting of the  stockholders.  If the election of officers  shall not be held at


                                      -13-


<PAGE>


such meeting,  such election  shall be held as soon  thereafter as  practicable.
Each officer shall hold office until his successor  shall have been duly elected
and shall have  qualified  or until his death or until he shall  resign or shall
have been removed in the manner hereinafter provided.

         6.3  REMOVAL.  Any  officer  or agent  may be  removed  by the Board of
Directors whenever in its judgment the best interests of the corporation will be
served  thereby,  but such  removal  shall be without  prejudice to the contract
rights, if any, of the person so removed.  Election or appointment of an officer
or agent shall not of itself create contract rights.

         6.4 VACANCIES.  A vacancy in any office because of death,  resignation,
removal,  disqualification or otherwise, may be filled by the Board of Directors
for the  unexpired  portion of the term. In the event of absence or inability of
any officer to act, the Board of Directors  may delegate the powers or duties of
such officer to any other officer, director or person whom it may select.

         6.5 POWERS.  The officers of the corporation shall exercise and perform
the respective  powers,  duties and functions as are stated below, and as may be
assigned to them by the Board of Directors.

                  (A)  PRESIDENT.  The  President  shall be the chief  executive
officer  of the  corporation  and,  subject  to the  control  of  the  Board  of
Directors, shall have general supervision, direction and control over all of the
business and affairs of the corporation.  The President shall, when present, and
in the  absence of a  Chairman  of the Board,  preside  at all  meetings  of the
stockholders  and of the Board of Directors.  The  President may sign,  with the
Secretary or any other proper officer of the corporation authorized by the Board
of Directors,  certificates for shares of the corporation and deeds,  mortgages,
bonds,  contracts,  or  other  instruments  which  the  Board of  Directors  has
authorized  to be  executed,  except in cases where the  signing  and  execution
thereof  shall be  expressly  delegated  by the Board of  Directors  or by these
Bylaws to some other officer or agent of the  corporation,  or shall be required
by law to be otherwise  signed or  executed;  and in general  shall  perform all
duties  incident  to the office of  President  and such  other  duties as may be
prescribed by the Board of Directors from time to time.

                  (B) VICE  PRESIDENT.  If elected or  appointed by the Board of
Directors,  the Vice  President  (or in the  event  there is more  than one Vice
President,  the  Vice  Presidents  in  the  order  designated  by the  Board  of
Directors,  or in the  absence  of any  designation,  then in the order of their
election)  shall,  in the absence of the President or in the event of his death,
inability or refusal to act,  perform all duties of the  President,  and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President.  Any Vice President may sign,  with the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, certificates for shares of
the corporation; and shall perform such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.

                  (C) SECRETARY.  The Secretary  shall:  keep the minutes of the
proceedings  of the  stockholders  and of the Board of  Directors in one or more
books  provided  for  that  purpose;  see  that all  notices  are duly  given in
accordance  with the  provisions  of these  Bylaws  or as  required  by law;  be
custodian of the corporate  records and of the seal of the  corporation  and see
that the seal of the  corporation  is affixed to all  documents the execution of


                                      -14-


<PAGE>


which on behalf of the  corporation  under its seal is duly  authorized;  keep a
register of the post office address of each stockholder which shall be furnished
to the Secretary by such stockholder; sign with the Chairman or Vice Chairman of
the Board of Directors, or the President, or a Vice President,  certificates for
shares of the  corporation,  the issuance of which shall have been authorized by
resolution of the Board of Directors;  have general charge of the stock transfer
books of the  corporation;  and in general  perform  all duties  incident to the
office of  Secretary  and such other duties as from time to time may be assigned
to him by the President or by the Board of Directors.

                  (D)  ASSISTANT  SECRETARY.   The  Assistant  Secretary,   when
authorized  by the  Board of  Directors,  may sign  with  the  Chairman  or Vice
Chairman  of the  Board  of  Directors  or  the  President  or a Vice  President
certificates for shares of the corporation the issuance of which shall have been
authorized by a resolution of the Board of Directors. An Assistant Secretary, at
the request of the Secretary,  or in the absence or disability of the Secretary,
also may  perform all of the duties of the  Secretary.  An  Assistant  Secretary
shall perform such other duties as may be assigned to him by the President or by
the Secretary.

                  (E) TREASURER. The Treasurer shall: have charge and custody of
and be responsible for all funds and securities of the corporation;  receive and
give  receipts  for moneys due and  payable to the  corporation  from any source
whatsoever,  and deposit all such moneys in the name of the  corporation in such
banks,  trust companies or other depositories as shall be selected in accordance
with the provisions of these Bylaws;  and keep accurate books of accounts of the
corporation's transactions,  which shall be the property of the corporation, and
shall render  financial  reports and statements of condition of the  corporation
when so requested by the Board of Directors or President.  The  Treasurer  shall
perform all duties commonly  incident to his office and such other duties as may
from time to time be assigned to him by the President or the Board of Directors.
In the  absence  or  disability  of the  President  and Vice  President  or Vice
Presidents, the Treasurer shall perform the duties of the President.

                  (F) ASSISTANT  TREASURER.  An Assistant  Treasurer may, at the
request of the  Treasurer,  or in the absence or  disability  of the  Treasurer,
perform all of the duties of the  Treasurer.  He shall perform such other duties
as may be assigned to him by the President or by the Treasurer.

         6.6 COMPENSATION.  All officers of the corporation may receive salaries
or other  compensation  if so ordered and fixed by the Board of  Directors.  The
Board shall have  authority  to fix  salaries  in advance for stated  periods or
render the same retroactive as the Board may deem advisable. No officer shall be
prevented  from  receiving  such  salary by reason of the fact that he is also a
director of the corporation.

         6.7 BONDS.  If the Board of Directors by  resolution  shall so require,
any officer or agent of the  corporation  shall give bond to the  corporation in
such amount and with such surety as the Board of Directors may deem  sufficient,
conditioned  upon the  faithful  performance  of  their  respective  duties  and
offices.


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<PAGE>


                                   ARTICLE VII
                                 INDEMNIFICATION

         The corporation  shall, to the fullest and broadest extent permitted by
law,  indemnify  all  persons  whom  it  may  indemnify  pursuant  thereto.  The
corporation  may,  but shall not be obligated  to,  maintain  insurance,  at its
expense,  to protect itself and any other person against any  liability,cost  or
expense.  The  foregoing  provision  of this  section  shall be  deemed  to be a
contract between the corporation and each person who may be indemnified pursuant
to this section at any time while this section and the  relevant  provisions  of
the General  Corporation Law of Nevada and other  applicable  law,if any, are in
effect,  and any repeal or  modification  thereof shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding  theretofore or thereafter brought or
threatened   based  in  whole  or  in  part  upon  any  such   state  of  facts.
Notwithstanding the foregoing  provisions of this section, the corporation shall
not  indemnify  persons  seeking  indemnity in connection  with any  threatened,
pending  or  completed  action,  suit  or  proceeding   voluntarily  brought  or
threatened  by such  person  unless such  action,  suit or  proceeding  has been
authorized by a majority of the entire Board of Directors.


                                  ARTICLE VIII
                                    DIVIDENDS

         The  Board  of  Directors  from  time  to  time  may  declare  and  the
corporation  may pay  dividends  on its  outstanding  shares  upon the terms and
conditions and in the manner provided by law and the Articles of Incorporation.

                                   ARTICLE IX
                                     FINANCE

         9.1  RESERVE  FUNDS.  The  Board  of  Directors,  in  its  uncontrolled
discretion,  may set aside from time to time,  out of the net  profits or earned
surplus of the corporation,  such sum or sums as it deems expedient as a reserve
fund to meet  contingencies,  for  equalizing  dividends,  for  maintaining  any
property of the corporation, and for any other purpose.

         9.2 BANKING.  The moneys of the  corporation  shall be deposited in the
name of the  corporation  in such  bank or  banks  or  trust  company  or  trust
companies, as the Board of Directors shall designate,  and may be drawn out only
on checks signed in the name of the corporation by such person or persons as the
Board of Directors, by appropriate resolution,  may direct. Notes and commercial
paper,  when  authorized  by the  Board,  shall  be  signed  in the  name of the
corporation  by such  officer  or  officers  or  agent  or  agents  as  shall be
authorized from time to time.

                                    ARTICLE X
                           CONTRACTS, LOANS AND CHECKS

         10.1 EXECUTION OF CONTRACTS. Except as otherwise provided by statute or
by these  Bylaws,  the Board of Directors  may authorize any officer or agent of
the  corporation  to  enter  into any  contract,  or  execute  and  deliver  any
instrument in the name of, and on behalf of the corporation.  Such authority may
be general or confined to specific instances.  Unless so authorized, no officer,
agent or employee shall have any power to bind the  corporation for any purpose,
except as may be necessary to enable the  corporation to carry on its normal and
ordinary course of business.


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<PAGE>


         10.2 LOANS.  No loans shall be contracted on behalf of the  corporation
and no negotiable paper or other evidence of indebtedness shall be issued in its
name  unless  authorized  by the Board of  Directors.  When so  authorized,  any
officer or agent of the  corporation  may effect  loans and advances at any time
for  the  corporation  from  any  bank,  trust  company  or  institution,  firm,
corporation  or  individual.  An  agent  so  authorized  may  make  and  deliver
promissory  notes or other evidence of  indebtedness  of the corporation and may
mortgage,  pledge, hypothecate or transfer any real or personal property held by
the corporation as security for the payment of such loans.  Such  authority,  in
the Board of  Directors  discretion,  may be general  or  confined  to  specific
instances.

         10.3  CHECKS.  Checks,  notes,  drafts and  demands  for money or other
evidence of indebtedness  issued in the name of the corporation  shall be signed
by such person or persons as  designated  by the Board of  Directors  and in the
manner prescribed by the Board of Directors.

         10.4  DEPOSITS.  All funds of the  corporation  not otherwise  employed
shall be deposited  from time to time to the credit of the  corporation  in such
banks,  trust  companies or other  depositories  as the Board of  Directors  may
select.

                                   ARTICLE XI
                                   FISCAL YEAR

         The  fiscal  year of the  corporation  shall  be the  year  adopted  by
resolution of the Board of Directors.

                                   ARTICLE XII
                                 CORPORATE SEAL

         The Board of  Directors  may  provide a  corporate  seal which shall be
circular in form and shall have  inscribed  thereon the name of the  corporation
and the state of incorporation and the words "CORPORATE SEAL."


                                  ARTICLE XIII
                                   AMENDMENTS

         Any Article or  provision  of these  Bylaws may be altered,  amended or
repealed at any time, or new Bylaws may be adopted at any time, by a majority of
the  directors  present  at  any  meeting  of  the  Board  of  Directors  of the
corporation at which a quorum is present, in the sole and absolute discretion of
the Board of Directors.


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<PAGE>


                                   ARTICLE IVX
                              ADDITIONAL COMMITTEES

         14.1 APPOINTMENT.  Notwithstanding Article V, the Board of Directors by
resolution  adopted by a majority of the full Board,  may  designate one or more
additional committees, each committee to consist of one or more of the directors
of the corporation. The designation of such committee and the delegation thereto
of authority shall not operate to relieve the Board of Directors,  or any member
thereof, of any responsibility imposed by law.

         14.2  AUTHORITY.  Any such  additional  committee,  when  the  Board of
Directors is not in session  shall have and may exercise all of the authority of
the Board of Directors  except to the extent,  if any, that such authority shall
be limited by the  resolution  appointing the committee and except also that the
committee shall not have the authority of the Board of Directors in reference to
declaring dividends and distributions, recommending to the stockholders that the
Articles of  Incorporation  be amended,  recommending  to the  stockholders  the
adoption of a plan of merger or consolidation, filling vacancies on the Board of
Directors or any committee  thereof,  recommending to the stockholders the sale,
lease or other  disposition  of all or  substantially  all of the  property  and
assets of the corporation  otherwise than in the usual and regular course of its
business,  recommending  to the  stockholders  a  voluntary  dissolution  of the
corporation  or a  revocation  thereof,  authorize  or approve  the  issuance or
reacquisition of shares, or amending the Bylaws of the corporation.

         14.3  TENURE  AND  QUALIFICATIONS.   Each  member  of  such  additional
committee  shall hold office until the next regular  annual meeting of the Board
of Directors following the designation of such member and until his successor is
designated as a member of such committee and is elected and qualified.

         14.4 MEETINGS. Regular meetings of any additional committee may be held
without  notice at such time and  places as the  committee  may fix from time to
time by resolution.  Special meetings of any additional  committee may be called
by any member  thereof  upon not less than one day's  notice  stating the place,
date and hour of the  meeting,  which  notice  may be  written  or oral,  and if
mailed, shall be deemed to be delivered when deposited in the United States mail
addressed to the member of the committee at his business address.  Any member of
any such  additional  committee may waive notice of any meeting and no notice of
any  meeting  need be given to any member  thereof  who  attends in person.  The
notice of a meeting of any such additional committee need not state the business
proposed to be transacted at the meeting.

         14.5 QUORUM.  A majority of the members of a committee shall constitute
a quorum for the transaction of business at any meeting thereof,  and any action
of such  committee must be authorized by the  affirmative  vote of a majority of
the members present at a meeting at which a quorum is present.

         14.6 INFORMAL  ACTION BY A COMMITTEE.  Any action required or permitted
to be taken by a  committee  at a meeting  may be taken  without a meeting  if a
consent in writing, setting forth the action so taken, shall be signed by all of
the members of the committee entitled to vote with respect to the subject matter
thereof.

         14.7  VACANCIES.  Any  vacancy  in  a  committee  may  be  filled  by a
resolution adopted by a majority of the full Board of Directors.


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<PAGE>


         14.8 RESIGNATIONS AND REMOVAL. Any member of a committee may be removed
at any time with or without  cause by  resolution  adopted by a majority  of the
full  Board of  Directors.  Any  member  of a  committee  may  resign  from such
committee at any time by giving  written notice to the President or Secretary of
the corporation,  and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

         14.9 PROCEDURE.  A committee  shall elect a presiding  officer from its
members and may fix its own rules of procedure  which shall not be  inconsistent
with these Bylaws.  It shall keep regular  minutes of its proceedings and report
the same to the Board of Directors for its  information  at the meeting  thereof
held next after the proceedings shall have been taken.

                                   ARTICLE XV
                                EMERGENCY BYLAWS

         The  Emergency  Bylaws  provided in this  Article XV shall be operative
during any emergency in the conduct of the business of the corporation resulting
from  an  attack  on the  United  States  or any  nuclear  or  atomic  disaster,
notwithstanding  any different provision in the preceding articles of the Bylaws
or in the Articles of  Incorporation of the corporation or in the Nevada Revised
Statutes.  To the extent not  inconsistent  with the provisions of this article,
the Bylaws provided in the preceding articles shall remain in effect during such
emergency  and upon its  termination  the  Emergency  Bylaws  shall  cease to be
operative. During any such emergency:

                  (A) A meeting of the Board of  Directors  may be called by any
officer  or  director  of the  corporation.  Notice of the time and place of the
meeting  shall  be  given  by the  person  calling  the  meeting  to such of the
directors  as  it  may  be  feasible  to  reach  by  any   available   means  of
communication. Such notice shall be given at such time in advance of the meeting
as circumstances permit in the judgment of the person calling the meeting.

                  (B) At any such  meeting of the Board of  Directors,  a quorum
shall consist of the number of directors in attendance at such meeting.

                  (C) The Board of  Directors,  either before or during any such
emergency,  may,  effective in the  emergency,  change the  principal  office or
designate  several  alternative   principal  offices  or  regional  offices,  or
authorize the officers so to do.

                  (D) The Board of  Directors,  either before or during any such
emergency, may provide, and from time to time modify, lines of succession in the
event  that  during  such an  emergency  any or all  officers  or  agents of the
corporation  shall for any reason be rendered  incapable  of  discharging  their
duties.

                  (E) No officer, director or employee acting in accordance with
these  Emergency  Bylaws  shall be liable  except  for  willful  misconduct.  No
officer,  director,  or employee  shall be liable for any action taken by him in
good faith in such an emergency in furtherance of the ordinary  business affairs
of the corporation even though not authorized by the Bylaws then in effect.


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<PAGE>


                  (F)  These  Emergency  Bylaws  shall be  subject  to repeal or
change  by  further  action  of the  Board  of  Directors  or by  action  of the
stockholders,  but no such repeal or change shall modify the  provisions  of the
next  preceding  paragraph with regard to action taken prior to the time of such
repeal or change.  Any amendment of these Emergency  Bylaws may make any further
or different provision that may be practical and necessary for the circumstances
of the emergency.


                                   CERTIFICATE

         I hereby  certify  that the  foregoing  Amended  and  Restated  Bylaws,
consisting of 19 pages,  including  this page,  constitute the Bylaws of GENEMAX
CORP, as in effect on December 16, 2003.



                                            ____________________, President

                                            ____________________, Secretary


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