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                                    BYLAWS

                           ATHENA MEDICAL CORPORATION

                            (fka Xtramedics, Inc.)

ARTICLE I     OFFICES

    Section 1.  The registered office of the corporation shall be in the City
of Reno, County of Washoe, State of Nevada.  The principal office for the
transaction of the business of the corporation shall be in the City of Portland,
County of Washington, State of Oregon.

    Section 2.  The corporation may also have offices at such other places both
within and without the State of Nevada as the Board of Directors may from time
to time determine or the business of the corporation may require.

ARTICLE II    MEETINGS OF STOCKHOLDERS

    Section 1.  Election of directors shall take place at the annual meeting of
stockholders.

    Section 2.  Annual meetings of stockholders shall be held on the first
Tuesday of February if not a legal holiday; and if a legal holiday, then on the
next secular day following, at 11:00 a.m. at the principal office of the
corporation; or at such other date, time and place as shall be designated from
time to time by the Board of Directors and stated in the notice of the meeting,
at which they shall elect a Board of Directors, and transact such other business
as may properly be brought before the meeting.

    Section 3.  Written notice of the annual meeting, stating the place, date
and hour of the meeting and the purpose for which the meeting is called, shall
be given to each stockholder entitled to vote at such meeting not less than ten
(10) nor more than sixty (60) days before the date of the meeting.

    Section 4.  The officer who has charge of the stock ledger of the 
corporation shall prepare and make, at least ten days before every meeting of 
the stockholders, a complete list of the stockholders entitled to vote at the 
meeting, arranged in alphabetical order, and showing the address of each 
stockholder and the number of shares registered in the name of each 
stockholder. Such list shall be open to the examination of any person who has 
been a stockholder of record for at least six months prior to the demand for 
such inspection or who holds at least five percent of all outstanding shares 
of the corporation, for any purpose germane to the meeting, 

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during ordinary business hours, for a period of at least ten days prior to 
the meeting, either at a place within the city where the meeting is to be 
held, which place shall be specified in the notice of the meeting, or, if not 
so specified, at the place where the meeting is to be held.  The list shall 
also be produced and kept at the time and place of the meeting during the 
whole time thereof, and may be inspected by any stockholder who is present.

    Section 5.  Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the chairman and shall be promptly called by the
chairman, president or secretary at the request in writing of a majority of the
Board of Directors or at the request in writing of stockholders owning at least
one-fifth of the shares of the corporation issued and outstanding and entitled
to vote.  Such request shall state the purpose or purposes of the proposed
meeting.

    Section 6.  Written notice of a special meeting, stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten nor more than sixty days before the
date of the meeting, to each stockholder entitled to vote at such meeting.

    Section 7.  Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

    Section 8.  Holders of one-third of the shares issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation.  If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be presented or represented.  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
notified.  If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjournment meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

    Section 9.  When a quorum is present at any meeting, the vote of the
holders of a majority of the shares having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any statute or of
the certificate of

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incorporation or these bylaws, a different vote is required, in which case such
express provision shall govern and control the decision of such question.

    Section 10.  Each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the corporation
having voting power held by such stockholder, but no proxy shall be valid after
the expiration of six months from the date of its execution, unless coupled with
an interest, or unless the person executing it specifies therein that the proxy
is irrevocable and the length of time for which it is to continue in force,
which in no case shall exceed seven years from the date of its execution. 
Stockholders may not cumulate votes for the election of directors.

    Section 11.  Any action, except the election of directors, required to be
taken at any annual or special meeting of stockholders of the corporation, or
any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon where present and voted,
except as may be otherwise specifically provided by statute or by the
certificate of incorporation.  Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.

ARTICLE III   DIRECTORS

Section 1.  The number of directors who shall constitute the Board shall 
range from a minimum of five members to a maximum of nine members, the 
specific number to be set by resolution of the Board, provided that the Board 
may consist of fewer than five directors until vacancies are filled.  The 
number of directors may be changed from time to time by amendment to these 
Bylaws, but no decrease in the number of directors shall have the effect of 
shortening the term of any incumbent director.  The Board shall be divided 
into two classes, hereby designated Class 1 and 2, said classes to be as 
equal in number as may be possible.  At the 1997 annual meeting of 
stockholders, the directors of Class 1 shall be elected for a term expiring 
at the 1998 annual meeting of stockholders and the directors of Class 2 shall 
be elected for a term expiring at the 1999 annual meeting of stockholders.  
Commencing in 1998, and at each annual meeting of stockholders thereafter, 
the successors to the class of directors whose terms expire at that meeting 
shall be elected to hold office for a term of two years, and each director 
shall serve for the term he or she was elected or until his or her successor 
shall have been elected and qualified or until his or her death,

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resignation, or removal from office.  Directors need not be stockholders of the
corporation or residents of the State of Nevada.

    Section 2.  Any vacancy occurring on the Board may be filled by the
affirmative vote of a majority of the remaining directors then in office though
less than a quorum of the Board.  A director elected to fill a vacancy shall be
elected for the unexpired term of his or her predecessor in office.  Any
directorship to be filled by reason of an increase in the number of directors
may be filled by the Board for a term of office continuing only until the next
election of the class for which such director shall have been chosen, and until
his or her successor shall be elected and qualified.

    Section 3.  Any director, whether elected by the stockholders or appointed
by the directors, may be removed from office by the vote or written consent of
stockholders representing two-thirds of the issued and outstanding stock
entitled to voting power.

    Section 4.  The business of the corporation shall be managed by its 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 certificate of
incorporation or by these bylaws directed or required to be exercised or done by
the stockholders.

                     MEETINGS OF THE BOARD OF DIRECTORS

    Section 5.  The Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the State of Nevada.

    Section 6.  The first meeting of each newly elected Board of Directors
shall be held immediately after the annual meeting of stockholders and no notice
of such meeting, other than this bylaw, shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a quorum shall be
present.  In the event such meeting is not so held, the meeting may be held at
such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors, or as shall be
specified in a written waiver signed by all of the directors.

    Section 7.  Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.

    Section 8.  Special meetings of the Board may be called by the chairman on
five days' notice to each director, either personally or by mail, facsimile
transmission or telegram; and special meetings shall be promptly called by the
chairman, the president or the secretary in like manner and on like notice on
the written request of 

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two directors or stockholders owning at least one-fifth of the shares of the
corporation issued and outstanding and entitled to vote.

    Section 9.  At all meetings of the Board, a majority of directors then in
office shall constitute a quorum for the transaction of business and the act of
a majority of the directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation.  If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

    Section 10.  Unless otherwise restricted by the certificate 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 all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

    Section 11.  Unless otherwise restricted by statute, the certificate of
incorporation or these bylaws, members of the Board of Directors or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                             COMMITTEE OF DIRECTORS

    Section 12.  Each committee shall fix its own rules of procedure and shall
keep regular minutes of its meetings and report the same to the Board of
Directors when required.

                            COMPENSATION OF DIRECTORS

    Section 13.  The Board of Directors shall have the authority to fix the
compensation of directors.  The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director.  No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation thereof.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

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ARTICLE IV    NOTICES

    Section 1.  Whenever, under the provisions of a statute or of the
certificate of incorporation or these bylaws, notice is required to be given to
any director or stockholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
stockholder, at his or her address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail. 
Notice to directors may also be given by facsimile transmission or telegram.

    Section 2.  Whenever any notice is required to be given under the
provisions of a statute or of the certificate of incorporation or these bylaws,
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.

ARTICLE V     OFFICERS

    Section 1.  The officers of the corporation shall be chosen by the Board of
Directors and shall be a chairman, a vice chairman, a president, a secretary and
a treasurer.  The Board of Directors may also choose one or more vice
presidents, and one or more assistant secretaries and assistant treasurers.  Any
number of offices may be held by the same person, unless the articles of
incorporation or these bylaws otherwise provide.

    Section 2.  The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a chairman, a vice chairman, a president, a
secretary and a treasurer.

    Section 3.  The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

    Section 4.  The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.

    Section 5.  The officers of the corporation shall hold office until their
successors are chosen and qualify.  Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors.  Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

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                       THE CHAIRMAN, THE VICE CHAIRMAN AND THE
                                       PRESIDENT

    Section 6.  The chairman shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the Board of
Directors and shall see that all orders and resolutions of the Board of
Directors are carried into effect.  In the absence of the vice chairman, or it
the event of his inability to act, the chairman shall perform the duties of the
vice chairman.

    The vice chairman shall review, advise and consult with the officers of the
corporation with respect to the day-to-day business operations of the
corporation.  In the absence of the chairman or the president, or in the event
of the inability of either of the same to act, the vice chairman shall perform
the duties of either or both of the same.

    Section 7.  The president shall be the chief operating officer of the
corporation and shall be responsible for the day-to-day business operations of
the corporation.  If the chairman and the vice chairman are absent, or if the
chairman requests him to do so in writing, the president shall preside at
meetings of the stockholders and the Board of Directors.

    Section 8.  Any of the chairman, the vice chairman and the president shall
be authorized to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the corporation.

                                THE VICE PRESIDENT

    Section 9.  In the absence of the president or in the event of his
inability or refusal to act, the vice president (or in the event there be more
than one vice president, the vice presidents in the order designated, 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 be subject to all the restrictions upon the president.  The vice presidents
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

    Section 10.  The secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and the Board of Directors in a book to be kept
for that purpose, and 

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shall perform like duties for the standing committees when required.  He or she
shall give, or cause to be given, notice of all meetings of stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or president, under whose
supervision he or she shall be.  The secretary shall have custody of the
corporate seal of the corporation and the secretary, or an assistant secretary,
shall have authority to affix the same to any instrument requiring it and when
so affixed, it may be attested by the secretary's signature or by the signature
of such assistant secretary.  The Board of Directors may give general authority
to any other officer to affix the seal of the corporation and to attest the
affixing by his or her signature.

    Section 11.  The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election), shall, in
the absence of the secretary or in the event of his or her inability or refusal
to act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

    Section 12.  The treasurer shall have the custody of the corporation funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors.

    Section 13.  The treasurer shall disburse the funds of the corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the president and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all of his or her transactions as treasurer of the financial condition of the
corporation.

    Section 14.  If required by the Board of Directors, the treasurer shall
give the corporation a bond (which shall be renewed every six years) in such sum
and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his or her office and
for the restoration to the corporation, in case of his or her death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in the treasurer's possession or under
his or her control belonging to the corporation.

    Section 15.  The assistant treasurer, or if there shall be more than one,
the assistant treasurers in the order determined by the Board of Directors (or
if there be no such determination, then in the order of their election), shall
in the absence of the 

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treasurer or in the event of his or her inability or refusal to act, perform the
duties and exercise the powers of the treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

ARTICLE VI    CERTIFICATES OF SHARES

    Section 1.  Every holder of shares in the corporation shall be entitled to
have a certificate signed by, or in the name of the corporation by, the chairman
or the president and either the treasurer or an assistant treasurer or the
secretary or an assistant secretary of the corporation, certifying that the
corporation is organized under the laws of the State of Nevada, the name of the
person to whom the certificate is issued, the number and class of shares which
the certificate represents, and the par value of the shares so represented.

    Section 2.  If the corporation shall be authorized to issue more than one
class of shares or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of shares or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of shares, provided that in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate which the corporation shall issue to represent such class or series
of shares a statement that the corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of shares or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

    Section 3.  Where a certificate is countersigned:  (a) by a transfer agent
other than the corporation or its employee; or (b) by a registrar other than the
corporation or its employee, any other signature on the certificate may be
facsimile.  In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he or she
were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

    Section 4.  The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of shares to be lost, stolen or destroyed.  When authorizing
such issue of a new certificate or certificates, the 

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Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his or her legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

TRANSFERS OF SHARES

    Section 5.  Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

    Section 6.  In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of shares or for the purpose of
any other lawful action, the Board of Directors may fix in advance a record
date, which shall not be more than sixty nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action.  A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the
adjournment meeting.

REGISTERED STOCKHOLDERS

    Section 7.  The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of the
State of Nevada.

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ARTICLE VII   GENERAL PROVISIONS

DIVIDENDS

    Section 1.  Dividends upon the shares of the corporation, subject to the
provisions of the certificate of incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to the laws of
the State of Nevada.  Dividends may be paid in cash, in property or in shares of
the corporation, subject to the provisions of the certificate of incorporation.

    Section 2.  Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum as the directors
from time to time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose as the
directors shall think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.

ANNUAL STATEMENTS

    Section 3.  The Board of Directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

CHECKS

    Section 4.  All checks or demands for money and notes of the corporation
shall be signed by such officers or such other person or persons as the Board of
Directors from time to time designate.

FISCAL YEAR

    Section 5.  The fiscal year of the corporation shall end on December 31,
unless otherwise determined by the Board of Directors.

SEAL

    Section 6.  The corporation may have a corporate seal, which shall have
inscribed thereon the name of the corporation, the year of its organization and
the words "Incorporated, Nevada."  The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

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NEVADA CONTROL SHARE ACQUISITION ACT

    Section 7.  The provisions of the Nevada Control Share Acquisition Act,
Nevada Revised Statutes ("NRS") 78.378-78.3793, inclusive, shall not apply to
any acquisition of a controlling interest in the corporation, with the term
"acquisition" defined as provided in NRS 78.3783 and the term "controlling
interest" defined as provided in NRS 78.3785.

ARTICLE VIII  INDEMNIFICATION OF DIRECTORS,
              OFFICERS AND EMPLOYEES

    Section 1.  The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by reason
of the fact that he or she is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with the action, suit or proceeding if he or she
acted in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, does not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he or she had reasonable cause to
believe that his or her conduct was unlawful.

    Section 2.  The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the
corporation.  Indemnification may not be made for any claim, issue or matter as
to which such person has been adjudged by a court of competent jurisdiction,
after 

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exhaustion of all appeals therefrom, to be liable to the corporation or for
amount paid in settlement to the corporation, unless and only to the extent that
the court in which the action or suit was brought or other court of competent
jurisdiction determines upon application that, in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.

    Section 3.  To the extent that a director, officer, employee or agent of
the corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 and 2, or in defense of any
claim, issue or matter therein, he or she must be indemnified by the corporation
against expenses, including attorneys' fees, actually and reasonably incurred by
him or her in connection with the defense.

    Section 4.  Any indemnification under Sections 1 and 2, unless ordered by a
court or advanced pursuant to Section 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances.  The
determination must be made:

    (a)  By the stockholders;

    (b)  By the Board of Directors by majority vote of a quorum consisting of
         directors who were not parties to the action, suit or proceeding;

    (c)  If a majority vote of a quorum consisting of directors who were not
         parties to the action, suit or proceeding so orders, by independent
         legal counsel in a written opinion; or

    (d)  If a quorum consisting of directors who were not parties to the
         action, suit or proceeding cannot be obtained, by independent legal
         counsel in a written opinion.

    Section 5.  Expenses incurred by a director or an officer in defending a
civil or criminal action, suit or proceeding must be paid by the corporation as
they are incurred and in advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he or she is not entitled to be indemnified by the
corporation.  The provisions of this Section do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

    Section 6.  The indemnification and advancement of expenses authorized in
or ordered by a court pursuant to this Article:

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    (a)  Does not exclude any other rights to which a person seeking
         indemnification or advancement of expenses may be entitled under the
         certificate of incorporation or any bylaw, agreement, vote of
         stockholders or disinterested directors or otherwise, for either an
         action in his or her official capacity or an action in another
         capacity while holding his or her office, except that indemnification,
         unless ordered by a court pursuant to Section 2 or for the advancement
         of expenses made pursuant to Section 5, may not be made to or on
         behalf of any director or officer if a final adjudication establishes
         that his or her acts or omissions involved intentional misconduct,
         fraud or a knowing violation of the law and was material to the cause
         of action; and

    (b)  Continues for a person who has ceased to be a director, officer,
         employee or agent and inures to the benefit of the heirs, executor and
         administrators of such a person.

ARTICLE IX    AMENDMENTS

    Section 1.  These bylaws may be altered, amended or repealed or new bylaws
may be adopted by the stockholders or by the Board of Directors at any regular
meeting of the Board of Directors or of the stockholders or at any special
meeting of the Board of Directors or of the stockholders, if notice of such
alteration, amendment, repeal or adoption or new bylaws be contained in the
notice of such meeting of the stockholders or of the Board of Directors.  These
bylaws may also be altered, amended or repealed or new bylaws may be adopted by
the stockholders or by the Board of Directors by written consent without a
meeting in compliance with the requirements of NRS 78.320(2) and 78.320(3) in
the case of a stockholder consent and in compliance with the requirements of NRS
78.315(2) in the case of a consent of the Board of Directors.
    
                                 * * * * * * * * * *

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<PAGE>

    Adopted:  12/30/86

    Amended:  10/9/87
              9/29/88
              9/29/89
              2/16/94
              3/24/94
              6/13/94
              6/24/94

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<PAGE>

                          ATHENA MEDICAL CORPORATION

                 Amendment to Bylaws Effective May 18, 1995:

                                   Article III

                                      *****

     [new]                       AUDIT COMMITTEE

    Section 14.  There shall be a standing committee of the Board of Directors
known as the Audit Committee.  The Audit Committee shall be comprised of three
members of the Board of Directors, a majority of whom shall not be officers,
employees or consultants of the corporation or any subsidiary of it, and who do
not have any relationship with the corporation or its management which, in the
opinion of the Board of Directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of an Audit Committee
member.

    The Audit Committee shall assist the Board of Directors in fulfilling its
responsibilities for the corporation's accounting and financial reporting
practices, and provide a channel of communication between the Board and the
corporation's independent auditors.  To accomplish the foregoing purpose, the
Audit Committee shall:

    (a)  Recommend to the Board of Directors which firm to appoint as the
corporation's independent auditors, and whether to change such appointment or
relationship;

    (b)  Review the independent auditors' compensation and proposed terms of
engagement;

    (c)  Meet and review with the independent auditors, the corporation's chief
financial officer and other appropriate corporate officers, matters relating to
financial reporting and accounting procedures and policies, adequacy of
financial, accounting and operating controls, and the scope of the independent
auditors' audit;

    (d)  Review the results of the independent auditors' audit, including any
qualifications to the auditors' opinion, any management letters and management's
responses to recommendations by the independent auditors in connection with the
audit;

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<PAGE>

    (e)  Review with the independent auditors and management any registration
statement filed by the corporation in connection with the public offering or
other sale of its securities;

    (f)  Consider and recommend to the Board of Directors major changes and
questions of choice regarding the appropriate auditing and accounting principles
and practices to be followed when preparing the corporation's financial
statements;

    (g)  Report to the Board of Directors on the results of the Audit
Committee's activities, and make recommendations to the Board with respect to
financial reporting and accounting practices and policies, and financial,
accounting and operational controls and safeguards;

    (h)  Conduct, as the need arises, a review of all potential conflict of
interest situations and transactions involving the corporation and any director,
officer, employee, affiliate or other person; and

    (i)  Have such other powers and perform such other duties as the Board may
from time to time assign to it.

                                       2

<PAGE>

               Amendment to Bylaws Effective February 27, 1996:

                                   Article III

                                      *****

     [new]                     NOMINATING COMMITTEE

    Section 15.  There shall be a standing committee of the Board of Directors
known as the Nominating Committee.  The Nominating Committee shall be comprised
of three members of the Board of Directors, none of whom shall be an officer,
employee or consultant of the corporation or any subsidiary of it.  The
Nominating Committee shall:

    (a)  Recommend to the Board of Directors the slate of nominees and
directors to be elected by the shareholders at each annual meeting of the
shareholders (and any other meeting of shareholders called for the purpose of
electing one or more directors);

    (b)  Recommend to the Board persons to fill vacancies in the Board of
Directors to be elected by the Board of Directors itself;

    (c)  Recommend to the Board existing Directors to be selected for
membership on the various committees of the Board of Directors; and

    (d)  Have such other powers and perform such other duties as the Board may
from time to time assign to it.

    In pursuing its functions and making its recommendations, the Nominating
Committee shall consider input from the Chief Executive Officer and/or the Chief
Operating Officer as to potential Board candidates and qualifications for
Directors and committee members.

                                       3