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                                     BY-LAWS

                                       of

                                  GAMOGEN, INC.

                               ARTICLE I - OFFICES

         The principal office of the corporation shall be in the City of New
York, County of New York and State of New York. The corporation may also have
offices at such other places within or without the State of New York as the
board may from time to time determine or the business of the corporation may
require.

                            ARTICLE II - SHAREHOLDERS

         1.       PLACE OF MEETINGS.

         Meetings of shareholders shall be held at the principal office of the
corporation or at such place within or without the State of New York as the
board shall authorize.

         2.       ANNUAL MEETINGS.

         The annual meeting of the shareholders shall be held on the 15th day of
March, at 10:00 A.M. in each year if not a legal holiday, then on the next
business, day following at the same hour, when the shareholders shall elect a
board and transact such other business as may properly come before the meeting.

         3.       SPECIAL MEETINGS.

         Special meetings of the shareholders may be called by the board or by
 the president and shall be called by the president or the secretary at the
 request in writing of a majority of the board or at the request in writing by
 shareholders owning a majority in amount of the shares issued and outstanding.
 Such request shall state the purpose or purposes of the proposed meeting.
 Business transacted at a special meeting shall be confined to the purposes
 stated in the notice.

         4.       FIXING RECORD DATE.

         For purposes of determining the shareholders entitled to notice of or
to vote at any meeting of shareholders or any adjournments thereof, or to
express consent to or dissent from any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of any dividend
or the allotment of any rights, or for the purpose of any other action the board
shall fix, in advance, a date as the record date for any such determination of



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shareholders. Such date shall not be more than fifty nor less than ten days
before the date of such meeting, nor more than fifty days prior to any other
action. If no record date is fixed it shall be determined in accordance with the
provisions of law.

         5.       NOTICE OF MEETINGS OF SHAREHOLDERS.

         Written notice of each meeting of shareholders shall state the purpose
or purposes for which the meeting is called, the place, date and hour of the
meeting and unless it is the annual meeting, shall indicate that it is being
issued by or at the direction of the person or persons calling the meeting.
Notice shall be given either personally or by mail to each shareholder entitled
to vote at such meeting, not less than ten nor more than fifty days before the
date of the meeting. If action is proposed to be taken that might entitle
shareholders to payment for their shares, the notice shall include a statement
of that purpose and to that effect. If mailed, the notice is given when
deposited in the United States mail, with postage thereon prepaid, directed to
the shareholders, or, if he shall have filed with the secretary a written
request that notices to him be mailed to some other address, then directed to
him at such other address.

         6.       WAIVERS

         Notice of meeting need not be given to any shareholder who signs a
waiver of notice, in person or by proxy, whether before or after the meeting.
The attendance of any shareholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.

         7.       QUORUM.

         At any meeting of the shareholders, except as otherwise provided by
statute, or by the Certificate of Incorporation or by these By-Laws, the holders
of a majority of the shares entitled to vote thereat shall constitute a quorum.
However, a lesser number when not constituting a quorum may adjourn the meeting
from time to time until a quorum shall be present or represented.

        When a quorum is once present to organize a meeting it is not broken by
the subsequent withdrawal of any shareholders.

         8.          PROXIES.

         Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for him by proxy.

         Every proxy must be signed by the shareholder or his attorney-in-fact.
No proxy shall be valid after expiration of eleven months from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by law.



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         9.       QUALIFICATION OF VOTERS.

         Every shareholder of record shall be entitled at every meeting of
shareholders to one vote for every share standing in his name on the record of
shareholders, unless otherwise provided in the certificate of incorporation.

         10.      VOTING AT SHAREHOLDERS' MEETINGS.

         At any meeting of the shareholders, except as otherwise provided by
statute, or by the certificate of incorporation, or by these by-laws, the vote
of the holders of a majority of the shares present in person or by proxy shall
decide any question brought before such meeting.

         11.      WRITTEN CONSENT OF SHAREHOLDERS.

         Any action that may be taken by vote may be taken without a meeting on
written consent, setting forth the action so taken, signed by the holders of all
the outstanding shares entitled to voce thereon or signed by such lesser number
of holders as may be provided for in the certificate of incorporation.

                             ARTICLE III - DIRECTORS

         1.         BOARD OF DIRECTORS.

         Subject to any provision in the certificate of incorporation the
business of the corporation shall be managed by its board of directors, each
of whom shall be at least 21 years of age, and need not be shareholders.

         2.         NUMBER OF DIRECTORS.

         The number of directors shall be no less than three and no more than
nine. When all of the shares are owned by less than three shareholders, the
number of directors may be less than three but not less than the number of
shareholders.

         3.       ELECTION AND TERM OF DIRECTORS.

         At each annual meeting of shareholders, the shareholders shall elect
directors to hold office until the next annual meeting. Each director shall hold
office until the expiration of the term for which he is elected and until his
successor has been elected and qualified, or until his prior resignation or
removal.

         4.       NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

         Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of a majority of the
directors then in office, although less than a quorum exists, unless otherwise
provided in the certificate of incorporation. Vacancies occurring by



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reason of the removal of directors without cause shall be filled by vote of the
shareholders unless otherwise provided in the certificate of incorporation. A
director elected to fill a vacancy caused by resignation, death or removal shall
be elected to hold office for the unexpired term of his predecessor.

         5.       REMOVAL OF DIRECTORS.

         Any or all of the directors may be removed for cause by vote of the
shareholders or by action of the board. Directors may be removed without cause
only by vote of the shareholders.

         6.       RESIGNATION.

         A director may resign at any time by giving written notice to the
board, the president or the secretary of the corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.

         7.       QUORUM OF DIRECTORS.

         At any meeting of the board of directors, except as otherwise provided
in the certificate of incorporation, or by these by-laws, a majority of the
board of directors shall constitute a quorum. However, a lesser amount when not
constituting a quorum may adjourn the meeting from time to time until a quorum
shall be present or represented.

         8.       VOTING.

         Except as otherwise provided by statute, or by the certificate of
incorporation, or by these by-laws, the affirmative vote of a majority of the
directors present at any meeting of the board of directors at which a quorum is
present shall be necessary for the transaction of any item of business thereat.

         9.       PLACE AND TIME OF BOARD MEETINGS.

         The board may hold its meetings at the office of the corporation or at
such other places, either within or without the State of New York, as it may
from time to time determine.

         10.      REGULAR ANNUAL MEETING.

         A regular annual meeting of the board shall be held immediately
following the annual meeting of shareholders at the place of such annual meeting
of shareholders.

         11.      NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

                   (a) Regular meetings of the board may be held without notice
at such time and place as it shall from time to time determine. Special meetings
of the board shall be held upon notice to the directors and may be called by the
president upon three days notice to each



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director either personally or by mail or by wire; special meetings shall be
called by the president or by the secretary in like manner on written request of
two directors. Notice of a meeting need not be given to any director who submits
a waiver of notice whether before or after the meeting or who attends the
meeting without protesting prior thereto or at its commencement, the lack of
notice to him.

                  (b) A majority of the directors present, whether or not a
quorum is present, may adjourn any meeting to another time and place. Notice of
the adjournment shall be given all directors who were absent at the time of the
adjournment, and unless such time and place are announced at the meeting, to the
other directors.

         12.       CHAIRMAN.

         At all meetings of the board, the president, or in his absence, a
chairman chosen by the board shall preside.

         13.      EXECUTIVE AND OTHER COMMITTEES.

         The board, by resolution adopted by a majority of the entire board, may
designate from among its members an executive committee and other committees,
each consisting of three or more directors. Each such committee shall serve at
the pleasure of the board.

         14.      COMPENSATION.

         No compensation shall be paid to directors, as such, for their
services, but by resolution of the board a fixed sum and expenses for actual
attendance, at each regular or special meeting of the board may be authorized.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

                              ARTICLE IV - OFFICERS

         1.       OFFICES, ELECTION, TERM.

                     (a) Unless otherwise provided in the certificate of
incorporation, the board may elect or appoint a president, one or more
vice-presidents, a secretary and a treasurer, and such other officers as it may
determine who shall have such duties, powers and functions as hereinafter
provided.

                     (b) All officers shall be elected or appointed to hold
office until the meeting of the board following the annual meeting of
shareholders.

                     (c) Each officer shall hold office for the term for which
 he is elected or appointed and until his successor has been elected or
 appointed and qualified.



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         2.       REMOVAL, RESIGNATION, SALARY, ETC.

                     (a) Any officer elected or appointed by the board may be
removed by the board with or without cause.

                     (b) In the event of the death, resignation or removal of
any officer, the board in its discretion may elect or appoint a successor to
fill the unexpired term.

                     (c) Any two or more offices may be held by the same person,
except the offices of president and secretary.

                     (d) The salaries of all officers shall be fixed by the
board.

                     (e) The directors may require any officer to give security
for the faithful performance of his duties.

         3.       PRESIDENT.

         The president shall be the chief executive officer of the corporation;
he shall preside at all meetings of the shareholders and of the board; he shall
have the management of the business of the corporation and shall see that all
orders and resolutions of the board are carried into effect.

         4.       VICE-PRESIDENTS.

         During the absence or disability of the president, the vice-president,
or if there are more than one, the executive vice-president, shall have all the
powers and functions of the president. Each vice-president shall perform such
other duties as the board shall prescribe.

         5.       SECRETARY.

         The secretary shall:

                  (a) attend all meetings of the board and of the shareholders;

                  (b) record all votes and minutes of all proceedings in a book
to be kept for that purpose;

                  (c) give or cause to be given notice of all meetings of
shareholders and of special meetings of the board;

                  (d) keep in safe custody the seal of the corporation and affix
it to any instrument when authorized by the board.

                  (e) when required, prepare or cause to be prepared and
available at each meeting of shareholders, a certified list in alphabetical
order of the names of shareholders entitled to vote thereat, indicating the
number of shares of each respective class held by each;



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                  (f) keep all the documents and records of the corporation as
required by law or otherwise in a proper and safe manner;

                  (g) perform such other duties as may be prescribed by the
board.

         6.       ASSISTANT-SECRETARIES.

         During the absence or disability of the secretary, the assistant
secretary, or if there are more than one, the one so designated by the secretary
or by the board, shall have all the powers and functions of the secretary.

         7.       TREASURER.

         The treasurer shall:

                  (a) have the custody of the corporate funds and securities;

                  (b) keep full and accurate accounts of receipts and
disbursements in the corporate books;

                  (c) deposit all money and other valuables in the name and to
the credit of the corporation in such depositories as may be designated by the
board;

                  (d) disburse the funds of the corporation as may be ordered or
authorized by the board and preserve proper vouchers for such disbursements;

                  (e) render to the president and board at the regular meetings
of the board, or whenever they require it, an account of all his transactions as
treasurer and of the financial condition of the corporation;

                  (f) render a full financial report at the annual meeting of
the shareholders if so requested;

                  (g) be furnished by all corporate officers and agents at his
request, with such reports and statements as he may require as to all financial
transactions of the corporation;

                  (h) perform such other duties as are given to him by these
by-laws or as from time to time are assigned by him by the board or the
president.

         8.       ASSISTANT-TREASURER.

         During the absence or disability of the treasurer, the assistant
treasurer, or if there are more than one, the one so designated by the secretary
or by the board, shall have all the powers and functions of the treasurer.




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         9.       SURETIES AND BONDS.

         In case the board shall so require, any officer or agent of the
corporation shall execute to the corporation a bond in such sum and with such
surety or sureties as the board may direct, conditioned upon the faithful
performance of his duties to the corporation and including responsibility for
negligence and for the accounting for all property, funds or securities of the
corporation which may come into his hands.

                       ARTICLE V - CERTIFICATES FOR SHARES

         1.       CERTIFICATES.

         The shares of the corporation shall be represented by certificates.
They are numbered and entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and the number of shares and shall
be signed by the president or a vice president and the treasurer or the
secretary and shall bear the corporate seal.

         2.       LOST OR DESTROYED CERTIFICATES.

         The board 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 or destroyed, upon the making of an affidavit of the
fact by the person claiming the certificate to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the board may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
give the corporation a bond in such sum and with such surety or sureties as it
may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.

         3.       TRANSFER OF SHARES.

                  (a) 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 of authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation which shall be kept at its principal
office.

                  (b) The corporation shall be entitled to treat the holder of
record of any share as the holder in fact thereof and, accordingly, 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 laws of New York.

                  (c) The Board of Directors may close the stock transfer books
of the corporation for a period not exceeding forty days preceding the date of
any meeting of stockholders or the date for payment of any dividend or the date
for the allotment of rights or the date when any change or conversion or
exchange of capital stock shall go into effect or for a



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period not exceeding forty days in connection with obtaining the consent of
stockholders for any purpose. In lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date, not exceeding forty
days preceding the date of any meeting of stockholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting, and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such consent, and in such case such stockholders and only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the case may be
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.

         4.       CLOSING TRANSFER BOOKS.

         The board shall have the power to close the share transfer books of the
corporation for a period of not more than ten days during the thirty day period
immediately preceding (1) any shareholders' meeting, or (2) any date upon which
shareholders shall be called upon to or have a right to take action without a
meeting, or (3) any date fixed for the payment of a dividend or any other form
of distribution, and only those shareholders of record at the time the transfer
books are closed, shall be recognized as such for the purpose of (1) receiving
notice of or voting at such meeting, or (2) allowing them to take appropriate
action, or (3) entitling them to receive any dividend or other form of
distribution.

                             ARTICLE VI - DIVIDENDS

         Subject to the provisions of the certificate of incorporation and to
applicable law, dividends on the outstanding shares of the corporation may be
declared in such amounts and at such time or times as the board may determine.
Before payment of any dividend, there may be set aside out of the net profits of
the corporation available for dividends such sum or sums as the board from time
to time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the board shall think
conducive to the interests of the corporation, and the board may modify or
abolish any such reserve.

                          ARTICLE VII - CORPORATE SEAL

         The seal of the corporation shall be circular in form and bear the name
of the corporation, the year of its organization and the words "Corporate Seal,
New York." The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesion substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.




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                    ARTICLE VIII - EXECUTION OF INSTRUMENTS

             All corporate instruments and documents shall be signed or
countersigned, executed, verified or acknowledged by such officer or officers or
other person or persons as the board may from time to time designate.

                            ARTICLE IX - FISCAL YEAR

             The fiscal year shall begin the first day of
in each year.

             ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

              Reference to the certificate of incorporation in these by-laws
  shall include all amendments thereto or changes thereof unless specifically
  excepted.

                           ARTICLE XI - BY-LAW CHANGES

 AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

           (a) Except as otherwise provided in the certificate of incorporation,
the by-laws may be amended, repealed or adopted by vote of the holders of the
shares at the time entitled to vote in the election of any directors. By-laws
may also be amended, repealed or adopted by the board but any by-law adopted by
the board may be amended by the shareholders entitled to vote thereon as
hereinabove provided.

           (b) If any by-law regulating an impending election of directors is
adopted, amended or repealed by the board, there shall be set forth in the
notice of the next meeting of shareholders for the election of directors the
by-law so adopted, amended or repealed, together with a concise statement of the
changes made.



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