<Page>

                                                                     EXHIBIT 3.5


                            BYLAWS OF ENTROPIN, INC.

                     AS AMENDED AND RESTATED MARCH 20, 2000



<Page>

                                    INDEX TO
                                     BYLAWS
                                       OF
                                 ENTROPIN, INC.

<Table>
<S>                                                                                  <C>
ARTICLE I - OFFICES...................................................................1
    SECTION 1.1 PRINCIPAL OFFICE......................................................1
    SECTION 1.2 REGISTERED OFFICE.....................................................1

ARTICLE II - SHAREHOLDERS.............................................................1
    SECTION 2.1 ANNUAL MEETING........................................................1
    SECTION 2.2 SPECIAL MEETINGS......................................................1
    SECTION 2.3 COURT ORDERED MEETINGS................................................2
    SECTION 2.4 PLACE OF MEETINGS.....................................................2
    SECTION 2.5 NOTICE OF MEETING.....................................................2
    SECTION 2.6 MEETING OF ALL SHAREHOLDERS...........................................3
    SECTION 2.7 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE....................3
    SECTION 2.8 VOTING LISTS..........................................................4
    SECTION 2.9 QUORUM................................................................4
    SECTION 2.10 MANNER OF ACTING.....................................................5
    SECTION 2.11 PROXIES..............................................................5
    SECTION 2.12 VOTING OF SHARES.....................................................6
    SECTION 2.13 VOTING OF SHARES BY CERTAIN SHAREHOLDERS.............................6
    SECTION 2.14 ACTION BY SHAREHOLDERS WITHOUT A MEETING.............................7
    SECTION 2.15 VOTING BY BALLOT.....................................................8
    SECTION 2.16 NO CUMULATIVE VOTING.................................................8
    SECTION 2.17 WAIVER OF NOTICE.....................................................8
    SECTION 2.18 PARTICIPATION BY ELECTRONIC MEANS....................................8

ARTICLE III - BOARD OF DIRECTORS......................................................8
    SECTION 3.1 GENERAL POWERS........................................................8
    SECTION 3.2 PERFORMANCE OF DUTIES.................................................8
    SECTION 3.3 NUMBER, TENURE AND QUALIFICATIONS.....................................9
    SECTION 3.4 REGULAR MEETINGS......................................................9
    SECTION 3.5 SPECIAL MEETINGS......................................................9
    SECTION 3.6 NOTICE................................................................9
    SECTION 3.7 QUORUM...............................................................10
    SECTION 3.8 MANNER OF ACTING.....................................................10
    SECTION 3.9 INFORMAL ACTION BY DIRECTORS OR COMMITTEE MEMBERS....................10
    SECTION 3.10 PARTICIPATION BY ELECTRONIC MEANS...................................11
    SECTION 3.11 VACANCIES...........................................................11
    SECTION 3.12 RESIGNATION.........................................................11
</Table>

<Page>

<Table>
<S>                                                                                  <C>
    SECTION 3.13 REMOVAL.............................................................11
    SECTION 3.14 COMMITTEES..........................................................11
    SECTION 3.15 COMPENSATION........................................................12
    SECTION 3.16 PRESUMPTION OF ASSENT...............................................12

ARTICLE IV - OFFICERS................................................................12
    SECTION 4.1 NUMBER...............................................................12
    SECTION 4.2 ELECTION AND TERM OF OFFICE..........................................12
    SECTION 4.3 REMOVAL..............................................................13
    SECTION 4.4 VACANCIES............................................................13
    SECTION 4.5 CHAIRMAN OF THE BOARD................................................13
    SECTION 4.6 PRESIDENT............................................................13
    SECTION 4.7 CHIEF EXECUTIVE OFFICER..............................................13
    SECTION 4.8 VICE CHAIRMAN OF THE BOARD...........................................14
    SECTION 4.9 VICE PRESIDENT.......................................................14
    SECTION 4.10 SECRETARY...........................................................14
    SECTION 4.11 TREASURER...........................................................15
    SECTION 4.12 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS......................15
    SECTION 4.13 BONDS...............................................................15
    SECTION 4.14 SALARIES............................................................15

ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS....................................16
    SECTION 5.1 CONTRACTS............................................................16
    SECTION 5.2 LOANS................................................................16
    SECTION 5.3 CHECKS, DRAFTS, ETC..................................................16
    SECTION 5.4 DEPOSITS.............................................................16

ARTICLE VI - SHARES, CERTIFICATES FOR SHARES AND TRANSFER OF SHARES..................16
    SECTION 6.1 REGULATION...........................................................16
    SECTION 6.2 SHARES WITHOUT CERTIFICATES..........................................16
    SECTION 6.3 CERTIFICATES FOR SHARES..............................................17
    SECTION 6.4 CANCELLATION OF CERTIFICATES.........................................17
    SECTION 6.5 CONSIDERATION FOR SHARES.............................................17
    SECTION 6.6 LOST, STOLEN OR DESTROYED CERTIFICATES...............................17
    SECTION 6.7 TRANSFER OF SHARES...................................................18

ARTICLE VII - FISCAL YEAR............................................................18

ARTICLE VIII - DISTRIBUTIONS.........................................................18

ARTICLE IX - CORPORATE SEAL..........................................................19

ARTICLE X - AMENDMENTS...............................................................19
</Table>

<Page>

<Table>
<S>                                                                                  <C>
ARTICLE XI - UNIFORMITY OF INTERPRETATION AND SEVERABILITY...........................19

ARTICLE XII - EMERGENCY BYLAWS.......................................................19
</Table>

<Page>

                                     BYLAWS
                                       OF
                                 ENTROPIN, INC.

                                    ARTICLE I

                                     OFFICES

          SECTION 1.1  PRINCIPAL OFFICE. The principal office of the corporation
shall be designated from time to time by the corporation and may be within or
outside of Colorado. The corporation may have such other offices, either within
or outside of the State of Colorado as the Board of Director may designate, or
as the business of the corporation may require from time to time.

          SECTION 1.2  REGISTERED OFFICE. The registered office of the
corporation, required by the Colorado Business Corporation Act to be maintained
in the State of Colorado, may be, but need not be, identical with the principal
office in the state of Colorado, and the address of the registered office may be
changed from time to time by the board of Directors.

                                   ARTICLE II

                                  SHAREHOLDERS

          SECTION 2.1  ANNUAL MEETING. The meeting of the shareholders shall be
held at such time on such day as shall be fixed by the Board of Directors for
the purpose of electing directors and for the transaction of such other business
as may come before the meeting. If the day fixed for the annual meeting shall be
a legal holiday in the State of Colorado, such meeting shall be held on the next
succeeding business day. If the election of directors shall not be held on the
day designated herein for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as may be
convenient.

          SECTION 2.2  SPECIAL MEETINGS. Special meetings of the shareholders,
for any purpose or purposes, unless otherwise prescribed by statue, may be
called by the Chief Executive Officer or by the Board of Directors, and shall be
called by the Chief Executive Officer upon the receipt of one or more written
demands for a special meeting, stating the purpose or purposes for which it is
to be held, signed and dated by the holders of shares representing at least ten
percent of all the votes entitled to be cast on any issue proposed to be
considered at the meeting.

          SECTION 2.3  COURT ORDERED MEETINGS. A shareholder may apply to the
district court in the county in Colorado where the corporation's principal
office is located or, if

<Page>

the corporation has no principal office in Colorado, to the district court of
the county in which the corporation's registered office is located to seek an
order that a shareholder meeting be held (i) if an annual meeting was not held
within six months after the close of the corporation's most recently ended
fiscal year or fifteen months after its last annual meeting, whichever is
earlier, or (ii) if a shareholder participated in a proper call of or demand for
a special meeting and notice of the special meeting was not given within thirty
days after the date of the call or the date of the last of the demands necessary
to require the calling of the meeting was received by the corporation pursuant
to the Colorado Business Corporation Act, or the special meeting was not held in
accordance with the notice.

          SECTION 2.4  PLACE OF MEETINGS. The Board of Directors may designate
any place, either within or outside of the State of Colorado, as the place of
meeting for any annual meeting or for any special meeting called by the Board of
Directors. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal office of the corporation.

          SECTION 2.5  NOTICE OF MEETING. Written notice stating the place, day
and hour of the meeting of shareholders shall be delivered not less than ten nor
more than sixty days before the date of the meeting, except that (i) if the
number of authorized shares is to be increased, at least thirty days' notice
shall be given, or (ii) any other longer notice period is required by the
Colorado Business Corporation Act. Notice of a special meeting shall include a
description of the purpose or purposes of the meeting. Notice of an annual
meeting need not include a description of the purpose or purposes of the meeting
except the purpose or purposes shall be stated with respect to (i) an amendment
to the Articles of Incorporation of the corporation, (ii) a merger or share
exchange in which the corporation is a party and, with respect to a share
exchange, in which the corporation's shares will be acquired, (iii) a sale,
lease, exchange or other disposition, other than in the usual and regular course
of business, of all or substantially all of the property of the corporation or
of another entity which this corporation controls, in each case with or without
the goodwill, (iv) a dissolution of the corporation, or (v) any other purpose
for which a statement of purpose is required by the Colorado Business
Corporation Act. Notice shall be given personally or by mail, private carrier,
telegraph, teletype, electronically transmitted facsimile or other form of
wire or wireless communication, by or at the direction of the Chief Executive
Officer, or the Secretary, or the officer or other persons calling the
meeting, to each shareholder entitled to vote at such meeting. If mailed and in
a comprehensible form, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder at his or her
address as it appears on the stock transfer books of the corporation, with
postage thereon prepaid. If notice is given other than by mail, and provided
such notice is in a comprehensible form, the notice is given and effective on
the date received by the shareholder.

          No notice need be sent to any shareholder if three successive notices
mailed to the last known address of such shareholder have been returned as
undeliverable until such time as another address for such shareholder is made
known to the corporation by such shareholder. In

                                      - 2 -
<Page>

order to be entitled to receive notice of any meeting, a shareholder shall
advise the corporation in writing of any change in such shareholder's mailing
address as shown on the corporation's books and records.

          When a meeting is adjourned to another date, time or place, notice
need not be given of the new date, time or place if the new date, time or place
of such meeting is announced before adjournment at the meeting at which the
adjournment is taken. At the adjourned meeting the corporation may transact any
business which may have been transacted at the original meeting. If the
adjournment is for more than 120 days, or if a new record date is fixed for the
adjourned meeting, a new notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting as of the new record date.

          SECTION 2.6  MEETING OF ALL SHAREHOLDERS. If all of the shareholders
shall meet at any time and place, either within or outside of the State of
Colorado, and consent in writing to the holding of a meeting at such time and
place, such meeting shall be valid without call or notice, and at such meeting
any shareholder action may be taken.

          SECTION 2.7  CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For
the purpose of determining shareholders entitle to (i) notice of or to vote at
any meeting of shareholders or any adjournment thereof, (ii) to receive
distributions or share dividends, (iii) demand a special meeting, or (iv) in
order to make a determination of shareholders for any other proper purpose, the
Board of Directors of the corporation may provide that the share transfer books
shall be closed for a stated period but not to exceed, in any case, seventy
days. If the share transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten days immediately preceding such meeting.
In lieu of closing the share transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than seventy days and, in case of a
meeting of shareholders, not less than ten days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If the share transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a distribution, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such distribution is adopted, as
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, unless the meeting is
adjourned to a date more that one hundred twenty days after the date fixed for
the original meeting, in which case the Board of Directors shall make a new
determination as provided in this section.

          SECTION 2.8  VOTING LISTS. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make, at the earlier of
ten days before such

                                      - 3 -
<Page>

meeting of shareholders or two business days after notice of the meeting, a
complete list of the shareholders entitled to vote at each meeting of
shareholders or any adjournment thereof. The list shall be arranged by voting
groups and within each voting group by class or series of shares, shall be
arranged in alphabetical order, within each class or series, and shall show the
address of and the number of shares of each class or series held by each
shareholder. For the period beginning the earlier of ten days prior to such
meeting or two business days after notice of the meeting is given and continuing
through the meeting and any adjournment thereof, this list shall be kept on file
at the principal office of the corporation, or at a place (which shall be
identified in the notice) in the city where the meeting will be held. Such list
shall be available for inspection on written demand by any shareholder
(including for the purpose of this Section any holder of voting trust
certificates) or his or her agent or attorney during regular business hours and
during the period available for inspection. The original stock transfer books
shall be prima facie evidence as to the shareholders entitled to examine such
list or to vote at any meeting of shareholders.

          Any shareholder, his or her agent or attorney, may copy the list
during regular business hours and during the period it is available for
inspection, provided (i) the shareholder has been a shareholder for at least
three months immediately preceding the demand or is a shareholder of at least
five percent of all of the outstanding shares of any class of shares as of the
date of the demand, (ii) the demand is made in good faith and for a purpose
reasonably related to the demanding shareholder's interest as a shareholder,
(iii) the shareholder describes with reasonable particularity the purpose and
the list the shareholder desires to inspect, (iv) the list is directly connected
with the described purpose; and (v) the shareholder pays a reasonable charge
covering the cost of labor and material for such copies.

          SECTION 2.9  QUORUM. One-third of the votes entitled to be cast on the
matter by a voting group, represented in person or by proxy, constitutes a
quorum of that voting group for the action on the matter. If no specific voting
group is designated in the Articles of Incorporation or under the Colorado
Business Corporation Act for a particular matter, all outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a voting group. 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 one hundred twenty days without further notice.
However, if the adjournment is for more than one hundred twenty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each shareholder of record
entitled to vote at the meeting.

          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 shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal during such meeting of that number of shareholders whose absence
would cause there to be less than quorum.

                                      - 4 -
<Page>

          SECTION 2.10 MANNER OF ACTING. If a quorum is present, an action is
approved if the votes cast within the voting group favoring the action exceeds
the votes cast against the action, and the action so approved shall be the act
of the shareholders, unless the vote of a greater proportion or number or voting
by groups or classes is otherwise required by the Colorado Business Corporation
Act or by the Articles of Incorporation or these Bylaws.

          SECTION 2.11 PROXIES. At all meetings of shareholders, a shareholder
may vote by proxy by signing an appointment form or similar writing, either
personally or by his or her duly authorized attorney-in-fact. A shareholder may
also appoint a proxy by transmitting or authorizing the transmission of a
telegram, teletype, or other electronic transmission providing a written
statement of the appointment to the proxy, a proxy solicitor, proxy support
service organization, or other person duly authorized by the proxy to receive
appointments as agent for the proxy, or to the corporation. The transmitted
appointment shall set forth or be transmitted with written evidence from which
it can be determined that the shareholder transmitted or authorized the
transmission of the appointment. The proxy appointment form or similar writing
shall be filed with the Secretary of the corporation before or at the time of
the meeting. The appointment of a proxy is effective when received by the
corporation and is valid for eleven months unless a different period is
expressly provided in the appointment form or similar writing.

          Any complete copy, including an electronically transmitted facsimile,
of an appointment of a proxy may be substituted for or used in lieu of the
original appointment for any purpose for which the original appointment could be
used.

          Revocation of a proxy does not affect the right of the corporation to
accept the proxy's authority unless (i) the corporation had notice that the
appointment was coupled with an interest and notice that such interest is
extinguished is received by the Secretary or other officer or agent authorized
to tabulate votes before the proxy exercises his or her authority under the
appointment, or (ii) other notice of the revocation of the appointment is
received by the Secretary or other officer or agent authorized to tabulate votes
before the proxy exercises his or her authority under the appointment. Other
notice of revocation may, in the discretion of the corporation, be deemed to
include the appearance at a shareholders' meeting of the shareholder who granted
the proxy and his or her voting in person on any matter subject to a vote at
such meeting.

          The death or incapacity of the shareholder appointing a proxy does not
affect the right of the corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the Secretary or other officer
or agent authorized to tabulate votes before the proxy exercises his or her
authority under the appointment.

          The corporation shall not be required to recognize an appointment made
irrevocably if it has received a writing revoking the appointment signed by the
shareholder (including a shareholder who is a successor to the shareholder who
granted the proxy) either personally or by

                                      - 5 -
<Page>

his or her attorney-in-fact, notwithstanding that the revocation may be a breach
of an obligation of the shareholder to another person not to revoke the
appointment.

          SECTION 2.12 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 shareholders, and each fractional share shall be entitled to a corresponding
fractional vote on each such matter. Only shares are entitled to vote.

          SECTION 2.13 VOTING OF SHARES BY CERTAIN SHAREHOLDERS. If the name on
a vote, consent, waiver, proxy appointment, or proxy appointment revocation
corresponds to the name of a shareholder, the corporation, if acting in good
faith, is entitled to accept the vote, consent, waiver, proxy appointment or
proxy appointment revocation and give it effect as the act of the shareholder.

          If the name signed on a vote, consent, waiver, proxy appointment or
proxy appointment revocation does not correspond to the name of a shareholder,
the corporation, if acting in good faith, is nevertheless entitled to accept the
vote, consent, waiver, proxy appointment or proxy appointment revocation and to
give it effect as the act of the shareholder if:

          (i)    the shareholder is an entity and the name signed purports to be
that of an officer or agent of the entity;

          (ii)   the name signed purports to be that of an administrator,
executor, guardian or conservator representing the shareholder and, if the
corporation requests, evidence of fiduciary status acceptable to the corporation
has been presented with respect to the vote, consent, waiver, proxy appointment
or proxy appointment revocation;

          (iii)  the name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the corporation requests, evidence of this
status acceptable to the corporation has been presented with respect to the
vote, consent, waiver, proxy appointment or proxy appointment revocation;

          (iv)   the name signed purports to be that of a pledgee, beneficial
owner or attorney-in-fact of the shareholder and, if the corporation requests,
evidence acceptable to the corporation of the signatory's authority to sign for
the shareholder has been presented with respect to the vote, consent, waiver,
proxy appointment or proxy appointment revocation;

          (v)    two or more persons are the shareholder as co-tenants or
fiduciaries and the name signed purports to be the name of at least one of the
co-tenants or fiduciaries, and the person signing appears to be acting on behalf
of all the co-tenants or fiduciaries; or

                                      - 6 -
<Page>

          (vi)   the acceptance of the vote, consent, waiver, proxy appointment
or proxy appointment revocation is otherwise proper under rules established by
the corporation that are not inconsistent with this Section 2.14.

          The corporation is entitled to reject a vote, consent, waiver, proxy
appointment or proxy appointment revocation if the Secretary or other officer or
agent authorized to tabulate votes, acting in good faith, has reasonable basis
for doubt about the validity of the signature on it or about the signatory's
authority to sign for the shareholder.

          Neither the corporation nor any of its directors, officers, employees
or agents who accepts or rejects a vote, consent, waiver, proxy appointment or
proxy appointment revocation in good faith and in accordance with the standards
of this Section is liable in damages for the consequences of the acceptance or
rejection.

          Redeemable shares are not entitled to be voted after notice of
redemption is mailed to the holders and a sum sufficient to redeem the shares
has been deposited with a bank, trust company or other financial institution
under an irrevocable obligation to pay the holders of the redemption price on
surrender of the shares.

          SECTION 2.14 ACTION BY SHAREHOLDERS WITHOUT A MEETING. Unless the
Articles of Incorporation or these Bylaws provide otherwise, any action required
or permitted to be taken at a meeting of shareholders may be taken without a
meeting if the action is evidenced by one or more written consents describing
the action taken, signed by each shareholder entitled to vote and delivered to
the Secretary of the corporation for inclusion in the minutes or for filing with
the corporate records. Action taken by consent is effective as of the date the
written consent is received by the corporation unless the writings specify a
different effective date, in which case such specified date shall be the
effective date for such action. If any shareholder revokes his or her consent as
provided for herein prior to what otherwise would be the effective date, the
action proposed in the consent shall be invalid.

          Any such writing may be received by the corporation by the
electronically transmitted facsimile or other form of wire or wireless
communication providing the corporation with a complete copy thereof, including
a copy of the signature thereto. The shareholder so transmitting such a writing
shall furnish an original of such writing to the corporation for the permanent
record of the corporation, but the failure of the corporation to receive for
record such original writing shall not affect the action so taken. In addition,
such writings shall be deemed to be received by the corporation if such writings
are received by an officer or director of the corporation, or an attorney
representing the corporation, wherever such persons may be found.

          The record date for determining shareholders entitled to take action
without a meeting shall be the date the corporation first receives a writing
upon which the action is taken.

                                      - 7 -
<Page>

          Any shareholder who has signed a writing describing and consenting to
action taken pursuant to this Section 2.14 may revoke such consent by a writing
signed and dated by the shareholder describing the action and stating that the
shareholder's prior consent thereto is revoked, if such writing is received by
the corporation prior to the date the last writing necessary to effect the
action is received by the corporation.

          SECTION 2.15 VOTING BY BALLOT. Voting on any question or in any
election may be by voice vote unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.

          SECTION 2.16 NO CUMULATIVE VOTING. No shareholder shall be permitted
to cumulative his or her votes in the election for directors or otherwise.

          SECTION 2.17 WAIVER OF NOTICE. When any notice is required to be given
to any shareholder, a waiver thereof in writing signed by the person entitled to
such notice, whether before, at, or after the time stated therein, shall be
equivalent to the giving of such notice. Such waiver shall be delivered to the
corporation for filing with the corporate records.

          The attendance of a shareholder at any meeting shall constitute a
waiver of notice, waiver of objection to defective notice of such meeting, or a
waiver of objection to the consideration of a particular matter at the
shareholder meeting unless the shareholder, at the beginning of the meeting,
objects to the holding of the meeting, the transaction of business at the
meeting, or the consideration of a particular matter at the time it is presented
at the meeting.

                                   ARTICLE III

                               BOARD OF DIRECTORS

          SECTION 3.1  GENERAL POWERS. The business and affairs of the
corporation shall be managed by its Board of Directors.

          SECTION 3.2  PERFORMANCE OF DUTIES. A director of the corporation
shall perform his or her duties as a director, including his or her duties as a
member of any committee of the board upon which he or she may serve, in good
faith, in a manner he or she 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 or her 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 3.2; but he or she shall not be considered to be
acting in good faith if he or she has knowledge concerning the matter in
question

                                      - 8 -
<Page>

that would cause such reliance to be unwarranted. A person who so performs his
or her 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 or she does not serve,
duly designated in accordance with the provision of the Articles of
Incorporation or these Bylaws, as to matters within its designated authority,
which committee the director reasonably believes to merit confidence.

          SECTION 3.3  NUMBER, TENURE AND QUALIFICATIONS. The number of
directors of the corporation shall be not less than three (3) nor more than
seven (7) directors, and the number of directors shall be fixed within this
range from time to time by resolution of the Board of Directors. Each director
shall hold office until the next annual meeting of shareholders or until his or
her successor shall have been elected and qualified. Directors need not be
residents of the State of Colorado or shareholders of the corporation.

          SECTION 3.4  REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without notice other than this bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place, either within or
without the State of Colorado, for the holding of additional regular meetings
without notice other than such resolution.

          SECTION 3.5  SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board, if
any, 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 Colorado, as the place for holding any special meeting
of the Board of Directors called by them.

          SECTION 3.6  NOTICE. Written notice of any special meeting of
directors shall be given as follows:

          By mail to each director at his or her business address at least four
days prior to the meeting; or

                                      - 9 -
<Page>

          By personal delivery, facsimile or telegram at least twenty-four 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 mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, so addressed, with postage thereon prepaid. If notice
is given by facsimile, such notice shall be deemed to be delivered when a
confirmation of the transmission of the facsimile has been received by the
sender. If notice is given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered o the telegraph company.

          Any director may waive notice of any meeting before or after the time
and date of the meeting stated in the notice. The waiver shall be in writing and
signed by the director entitled to the notice. The attendance of a director at
any meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting 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 Board of Directors need be specified in the
notice or waiver of notice of such meeting.

          SECTION 3.7  QUORUM. A majority of the number of directors fixed by or
pursuant to Section 3.3 of this Article III, or if no such number is fixed, a
majority of the number of directors in office immediately before the meeting
begins, shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors, but if less than such majority is present at a
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.

          SECTION 3.8  MANNER OF ACTING. Except as otherwise required by the
Colorado Business Corporation Act or by the Articles of Incorporation, the act
of the majority of the directors present at a meeting at which a quorum is
present when a vote is taken shall be the act of the Board of Directors.

          SECTION 3.9  INFORMAL ACTION BY DIRECTORS OR COMMITTEE MEMBERS. Unless
the Articles of Incorporation or these Bylaws provide otherwise, any action
required or permitted to be taken at a meeting of the Board of Directors or any
committee designated by said board may be taken without a meeting if the action
is evidenced by one or more written consents describing the action taken, signed
by each director or committee member, and delivered to the Secretary for
inclusion in the minutes or for filing with the corporate records. Action taken
under this section is effective when all directors or committee members have
signed the consent, unless the consent specifies a different effective date.
Such consent has the same force and effect as an unanimous vote of the directors
or committee members and may be stated as such in any document.

                                     - 10 -
<Page>

          SECTION 3.10 PARTICIPATION BY ELECTRONIC MEANS. Any members of the
Board of Directors or any committee designated by such Board may participate in
a meeting of the Board of Directors or committee by means of telephone
conference or similar communications equipment by which all persons
participating in the meeting can hear each other at the same time. Such
participation shall constitute presence in person at the meeting.

          SECTION 3.11 VACANCIES. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of the
shareholders or the Board of Directors. If the directors remaining in office
constitute fewer than a quorum of the board, the directors may fill the vacancy
by the affirmative vote of a majority of all the directors remaining in office.

          If elected by the directors, the director filling the vacancy shall
hold office until the next annual shareholders' meeting at which directors are
elected. If elected by he shareholders, the director filling the vacancy shall
hold office for the unexpired term of his or her predecessor in office; except
that, if the director's predecessor was elected by the directors to fill a
vacancy, the director elected by the shareholders shall hold the office for the
unexpired term of the last predecessor elected by the shareholders.

          If the vacant office was held by a director elected by a voting group
of shareholders, only the holders of shares of that voting group are entitled to
vote to fill the vacancy if it is filled by the shareholders, and, if one or
more of the remaining directors were elected by the same voting group, only such
directors so elected by the same voting group are entitled to vote to fill the
vacancy if it is filled by the directors.

          SECTION 3.12 RESIGNATION. Any director of the corporation may resign
at any time by giving written notice to the Secretary of the corporation. The
resignation of any director shall take effect upon receipt of notice thereof or
at such later time as shall be specified in such notice; and, unless otherwise
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,
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.

          SECTION 3.13 REMOVAL. Subject to any limitations contained in the
Articles of Incorporation, any director or directors of the corporation may be
removed at any time, with or without cause, in the manner provided in the
Colorado Business Corporation Act.

          SECTION 3.14 COMMITTEES. By resolution adopted by a majority of the
Board of Directors, the directors may designate two or more directors to
constitute a committee, any of which shall have such authority in the management
of the corporation as the Board of Directors shall designate and as shall be
prescribed by or limited by the Colorado Business Corporation Act and Article XI
of these Bylaws.

                                     - 11 -
<Page>

          SECTION 3.15 COMPENSATION. By resolution of the Board of Directors and
irrespective of any personal interest of any of the directors, each director may
be paid his or her 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.

          SECTION 3.16 PRESUMPTION OF ASSENT. A director of the corporation who
is present at a meeting of the Board of Directors or committee of the board at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless (i) the director objects at the beginning of the
meeting, or promptly upon his or her arrival, to the holding of the meeting or
the transaction of business at the meeting and does not thereafter vote for or
assent to any action taken at the meeting, (ii) the director contemporaneously
requests that his or her dissent or abstention as to any specific action taken
be entered in the minutes of the meeting, or (iii) the director causes written
notice of his or her dissent or abstention as to any specific action to be
received by the presiding officer or the meeting before its adjournment or by
the corporation promptly after the adjournment of the meeting. A director may
dissent to a specific action at a meeting, while assenting to others. The right
to dissent to a specific action taken at a meeting of the Board of Directors or
a committee of the board shall not be available to a director who voted in favor
of such action.

                                   ARTICLE IV

                                    OFFICERS

          SECTION 4.1  NUMBER. The officers of the corporation shall be a Chief
Executive Officer, President, a Secretary, and a Treasurer, each of whom must be
a natural person who is eighteen years or older and shall be elected by the
Board of Directors. A Chairman of the Board, Vice Chairman of the Board, and one
or more Vice Presidents shall be executive officers if the Board so determines
by resolution. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed and removed as the Board of Directors
decides. Any two or more offices may be held by the same person.

          SECTION 4.2  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 shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
practicable. Each officer shall hold office until his or her successor shall
have been duly elected and shall have qualified or until his or her death or
until he or she shall resign or shall have been removed in the manner
hereinafter provided.

                                     - 12 -
<Page>

          SECTION 4.3  REMOVAL. Any officer or agent may be removed by the Board
of Directors at any time, with or without cause, 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.

          An officer may resign at any time by giving written notice of the
resignation to the Secretary of the corporation. The resignation is effective
when the notice is received by the corporation unless the notice specifies a
later effective date.

          SECTION 4.4  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.

          SECTION 4.5  CHAIRMAN OF THE BOARD. If a Chairman of the Board of
Directors (the "Chairman") shall be elected by the Board of Directors, the
Chairman shall preside at the meetings of the shareholders and of the Board of
Directors. The Chairman may sign, with the officers authorized by the Chief
Executive Officer of the Board of Directors, certificates for the shares of the
corporation and shall perform such other duties as from time to time are
assigned by the Chief Executive Officer or the Board of Directors. The Chairman
of the Board of Directors may be elected as the Chief Executive Officer, in
which case the Chairman shall perform the duties hereinafter set forth in
Article IV, Section 4.7, of these Bylaws.

          SECTION 4.6  PRESIDENT. The Chief Executive Officer may sign, with the
officers authorized by the Chief Executive Officer or the Board of Directors,
certificates for shares of the corporation and shall perform such other duties
as from time to time are assigned by the Chief Executive Officer or the Board of
Directors. The President may be elected as the Chief Executive Officer of the
corporation, in which case, the President shall perform the duties hereinafter
set forth in Article IV, Section 4.7 of these Bylaws.

          SECTION 4.7  CHIEF EXECUTIVE OFFICER. If no Chairman shall be elected
by the Board of Directors, the President shall be the Chief Executive Officer of
the corporation. If a Chairman is elected by the Board of Directors, the Board
of Directors shall designate who shall be the Chief Executive Officer. The Chief
Executive Officer shall be, subject to the control of the Board of Directors, in
general charge of the affairs of the corporation. The Chief Executive Officer
may sign, with the other officers of the corporation authorized by the Board,
deeds, mortgages, bonds, contracts or other instruments whose execution the
Board of Directors has authorized, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or
these Bylaws to some officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed.

          SECTION 4.8  VICE CHAIRMAN OF THE BOARD. If a Chairman shall be
elected by the Board of Directors, the Board of Directors may also elect a Vice
Chairman of the

                                     - 13 -
<Page>

Board of Directors (the "Vice Chairman"). In the absence of the Chairman or in
the event of the death or inability or refusal to act of the Chairman, the Vice
Chairman shall perform the duties of the Chairman and when so acting shall have
all the powers of and be subject to all the restrictions upon the Chairman. The
Vice Chairman may sign, with the other officers authorized by the Chief
Executive Officer or the Board of Directors, certificates for shares of the
corporation and shall perform such other duties as from time to time may be
assigned by the Chief Executive Officer or the Board of Directors.

          SECTION 4.9  VICE PRESIDENT. In the absence of the President or in the
event of the death or inability or refusal to act of the President, the Vice
President shall perform the duties of the President, and when so acting shall
have all the powers of and be subject to all the restrictions upon the
President. In the event there is more than one Vice President, the Vice
Presidents in the order designated at the time of their election, or in the
absence of any designation, then in the order of their election, shall perform
the duties of the President and, when so acting, shall have all the powers of
and shall be subject to all the restrictions upon the President. Any Vice
President may sign, with the other officers authorized by the Chief Executive
Officer or the Board of Directors, certificates for shares of the corporation
and shall perform such other duties as from time to time may be assigned by the
Chief Executive Officer or the Board of Directors.

          SECTION 4.10 SECRETARY. The Secretary shall (a) prepare and maintain
as permanent records the minutes of the proceedings of the shareholders and the
Board of Directors, a record of all actions taken by the shareholders or Board
of Directors without a meeting, a record of all actions taken by a committee of
the Board in place of the Board of Directors on behalf of the corporation, and a
record of all waivers of notice and meetings of shareholders and of the Board of
Directors or any committee thereof, (b) ensure that all notices are duly given
in accordance with the provisions of these Bylaws and as required by law,
(c) serve as custodian of the corporate records and of the seal of the
corporation and affix the seal to all documents when authorized by the Board of
Directors, (d) keep at the corporation's registered office or principal place of
business a record containing the names and addresses of all shareholders in a
form that permits preparation of a list of shareholders arranged by voting group
and by class or series of shares within each voting group, that is alphabetical
within each class or series and that shows the address of, and the number of
shares of each class or series held by, each shareholder, unless such a record
shall be kept at the office of the corporation's transfer agent or registrar,
(e) maintain at the corporation's principal office the originals or copies of
the corporation's Articles of Incorporation, Bylaws, minutes of all
shareholders' meetings and records of all action taken by shareholders without a
meeting for the past three years, all written communications within
the past three years to shareholders as a group or to the holders of any class
or series of shares as a group, a list of the names and business addresses of
the current directors and officers, a copy of the corporation's most recent
corporate report filed with the Secretary of State, and financial statements
showing in reasonable detail the corporation's assets and liabilities and
results of operations for the last three years, (f) have general charge of the
stock transfer books of the

                                     - 14 -
<Page>

corporation, unless the corporation has a transfer agent, (g) authenticate
records of the corporation, and (h) 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 or her by the president or by the Board of Directors. Assistant
Secretaries, if any, shall have the same duties and powers, subject to
supervision by the Secretary. The directors or shareholders may respectively
designate a person other than the Secretary or Assistant Secretary to keep the
minutes of their respective meetings.

          Any books, records, or minutes of the corporation may be in written
form or in any form capable of being converted into written from within a
reasonable time.

          SECTION 4.11 TREASURER. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
(b) 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 Article V of these Bylaws; and
(c) in general perform all of the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him or her by the
President or by the Board of Directors.

          SECTION 4.12 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
Assistant Secretaries and Assistant Treasurers, in general, shall perform such
duties as shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the President or the Board of Directors.

          SECTION 4.13 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 his or her
respective duties and offices.

          SECTION 4.14 SALARIES. The salaries of the officers shall be fixed
from time to time by the Board of Directors and no officer shall be prevented
from receiving such salary by reason of the fact that he or she is also a
director of the corporation.

                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

          SECTION 5.1  CONTRACTS. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

                                     - 15 -
<Page>

          SECTION 5.2  LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.

          SECTION 5.3  CHECKS, DRAFTS, ETC. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

          SECTION 5.4  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 VI

             SHARES, CERTIFICATES FOR SHARES AND TRANSFER OF SHARES

          SECTION 6.1  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.

          SECTION 6.2  SHARES WITHOUT CERTIFICATES. Unless otherwise provided by
the Articles of Incorporation of these Bylaws, the Board of Directors may
authorize the issuance of any of its classes or series of shares without
certificates. Such authorization shall not affect shares already represented by
certificates until they are surrendered to the corporation.

          Within a reasonable time following the issue or transfer of shares
without certificates, the corporation shall send the shareholder a complete
written statement of the information required on certificates by the Colorado
Business Corporation Act.

          SECTION 6.3  CERTIFICATES FOR SHARES. If shares of the corporation are
represented by certificates, the certificates shall be respectively numbered
serially for each class of shares, or series thereof, as they are issued, and
shall be signed by an officer of the corporation authorized by these Bylaws or a
resolution of the Board of Directors; provided that such signatures may be
facsimile. Each certificate shall state the name of the corporation, the fact
that the corporation is organized or incorporated under the laws of the State of
Colorado, the name of the person to whom issued, the date of issue, the class
(or series of any class), the number of share represented thereby. A statement
of the designations, preferences, qualifications, limitations, restrictions and
special or relative rights of the shares of each class shall be set forth in
full or summarized on the face or back of the certificates which the corporation
shall issue, or in lieu

                                     - 16 -
<Page>

thereof, the certificate may set forth that such a statement or summary will be
furnished to any shareholder upon request without charge. Each certificate shall
be otherwise in such form as may be prescribed by the Board of Directors and as
shall conform to the rules of any stock exchange on which the shares may be
listed.

          The corporation shall not issue certificates representing fractional
shares and shall not be obligated to make any transfers creating a fractional
interest in a share of stock. The corporation may, but shall not be obligated
to, issue scrip in lieu of any fractional shares, such scrip to have terms and
conditions specified by the Board of Directors.

          SECTION 6.4  CANCELLATION OF CERTIFICATES. All certificates
surrendered to the corporation for transfer shall be cancelled 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 cancelled, except as
herein provided with respect to lost, stolen or destroyed certificates.

          SECTION 6.5  CONSIDERATION FOR SHARES. Certified or uncertified shares
shall not be issued until the shares represented thereby are fully paid. The
Board of Directors may authorize the issuance of shares for consideration
consisting of any tangible or intangible property or benefit to the corporation,
including cash, promissory notes, services performed or other securities of the
corporation. Future services shall not constitute payment or partial payment for
shares of the corporation. The promissory note of a subscriber or an affiliate
of a subscriber shall not constitute payment or partial payment for shares of
the corporation unless the note is negotiable, recourse and is secured by
collateral, other than the shares being purchased, having a fair market value of
at least equal to the principal amount of the note.

          SECTION 6.6  LOST, STOLEN OR DESTROYED CERTIFICATES. Any shareholder
claiming that his or her certificate for shares is lost, stolen or destroyed may
make an affidavit or affirmation of that 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.

          SECTION 6.7  TRANSFER OF SHARES. Subject to the terms of any
shareholder 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 in person or by his or her duly authorized attorney, upon
the surrender and cancellation of a certificate or certificates for a like
number of shares. Upon presentation and surrender of a certificate for shares
properly endorsed and payment of all taxes

                                     - 17 -
<Page>

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, except as expressly provided
by the Colorado Business Corporation Act.

                                   ARTICLE VII

                                   FISCAL YEAR

          The fiscal year of the corporation shall end on the last day of
December in each calendar year or shall be as determined by resolution of the
Board of Directors.

                                  ARTICLE VIII

                                  DISTRIBUTIONS

          The Board of Directors may from time to time declare, and the
corporation may pay, distributions on its outstanding shares in the manner and
upon the terms and conditions provided by the Colorado Business Corporation Act
and its Articles of Incorporation.

                                   ARTICLE IX

                                 CORPORATE SEAL

          The Board of Directors may authorize the use of 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 X

                                   AMENDMENTS

          These Bylaws may be altered, amended or repeated and new Bylaws may be
adopted by a majority of the directors present at any meeting of the Board of
Directors of the corporation at which a quorum is present when a vote is taken.

                                     - 18 -
<Page>

                                   ARTICLE XI

                          UNIFORMITY OF INTERPRETATION
                                AND SEVERABILITY

          These Bylaws shall be so interpreted and construed as to conform to
the Articles of Incorporation, as amended, and the statutes of the State of
Colorado or of any other state in which conformity may become necessary by
reason of the qualification of the corporation to do business in such foreign
state, and where conflict between these Bylaws and the Articles of
Incorporation, as amended, or a statute has arisen or shall arise, the Bylaws
shall be considered to be modified to the extent, but only to the extent,
conformity shall require. If any Bylaw provision or its application shall be
deemed invalid by reason of the said nonconformity, the reminder of the Bylaws
shall remain operable in that the provisions set forth in the Bylaws are
severable.

                                   ARTICLE XII

                                EMERGENCY BYLAWS

          The Emergency Bylaws provided in this Article XII shall be operative
during any emergency in the conduct of the business of the corporation resulting
from a catastrophic event causing a quorum of directors to be not readily
obtained as a result thereof, notwithstanding any different provision in the
preceding articles of the Bylaws or in the Articles of Incorporation of the
corporation or in the Colorado Business Corporation Act. To the extent not
inconsistent with the provisions of this Article, the Bylaws provided 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.

                                     - 19 -
<Page>

          (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 by 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.

          (f) These Emergency Bylaws shall be subject to repeal or change by
further action of the Board of Directors or by action of the shareholders, 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.

                                     - 20 -
<Page>

                                   CERTIFICATE

          I hereby certify that the foregoing Amended and Restated Bylaws,
consisting of twenty (20) pages, including this page, constitute the Bylaws of
Entropin, Inc., adopted by the Board of Directors of the corporation as of
3-20-99

                                           /s/ Donald Hunter
                                           ------------------------------------
                                           Donald Hunter, Secretary

                                     - 21 -