Exhibit 4.3


                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                                   HYSEQ, INC.
                          AS AMENDED ON APRIL 26, 2002


                                    ARTICLE I
                                     OFFICES

     The corporation shall continuously maintain in the State of Nevada, a
registered office and a resident agent whose office is identical with such
registered office and may have other offices within or without the state. The
address of the corporation's registered office in the State of Nevada is
Laughlin Associates, Inc., 2533 North Carson Street, Carson City, Nevada 89706.
The name of the corporation's resident agent at such address is the Laughlin
Associates, Inc. The corporation reserves the power to change its resident agent
and registered office at any time.

                                   ARTICLE II
                                  STOCKHOLDERS

     SECTION 1. ANNUAL MEETING. An annual meeting of the stockholders entitled,
under the Articles of Incorporation, to vote on matters properly to be
considered at an annual meeting shall be held not less than thirty (30) days
after delivery of the annual report for the purpose of electing directors and
for the transaction of such other business, as may come before the meeting.


     SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders may be
called by the chief executive officer, president, the board of directors, or by
holders of Common Stock who hold, in the aggregate, not less than fifty percent
(50%) of the outstanding shares of Common Stock for the purpose or purposes
stated in the call of the meeting.

     SECTION 3. PLACE OF MEETINGS. Each meeting of the stockholders for the
election of directors shall be held at the offices of the corporation in Carson
City, Nevada, unless the board of directors shall by resolution, designate any
other place of such meeting. Meetings of stockholders for any other purpose may
be held at such place, within or without the State of Nevada, and at such time
as shall be determined pursuant to Section 2 of this Article II, and stated in
the notice of the meeting or in a duly executed waiver of notice thereof.

     SECTION 4. NOTICE OF MEETINGS. A written notice of each meeting of
stockholders, stating the place, date and hour of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be given to each stockholder entitled to vote at the meeting. Unless
otherwise provided by the Laws of the State of Nevada ("Nevada Law"), the notice
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting, and, if mailed, shall be deposited in the United States
mail, postage prepaid, both directed to the stockholder at his address as it
appears on the records of the



corporation. No notice need be given to any person with whom communication is
unlawful, nor shall there be any duty to apply for any permit or license to give
notice to any such person.

     SECTION 5. NOMINATIONS AND STOCKHOLDER BUSINESS.

     (a)  Annual Meeting of Stockholders.

          (i)  Nominations of persons for election to the board of directors and
the proposal of business to be considered by the stockholders may be made at an
annual meeting of stockholders (A) pursuant to the corporation's notice of
meeting, (B) by or at the direction of the board of directors, or (C) by any
stockholder of the corporation who was a stockholder of record at the time of
giving notice provided for in Section 5(a)(ii), who is entitled to vote at the
meeting and who complied with the notice procedures set forth in Section
5(a)(ii).

          (ii) For nominations or other business to be properly brought before
an annual meeting by a stockholder pursuant to Section 5(a)(i)(C), the
stockholder must have given timely notice thereof in writing to the secretary of
the corporation. To be timely, a stockholder's notice shall be delivered to the
secretary at the principal executive offices of the corporation not less than 60
days nor more than 90 days prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date of the
annual meeting is advanced by more than 30 days or delayed by more than 60 days
from such anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the 90th day prior to such annual meeting and not
later than the close of business on the later of the 60th day prior to such
annual meeting or the 10th day following the day on which public announcement of
the date of such meeting is first made. Such stockholder's notice shall set
forth (A) as to each person whom the stockholder proposes to nominate for
election or reelection as a director, all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities and Exchange Act of 1934, as amended (the "Exchange Act")
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected), (B) as to any other
business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and of the beneficial owner, if any, on whose
behalf the proposal is made, and (C) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is
made, (i) the name and address of such stockholder, as they appear on the
corporation's books, and of such beneficial owner and (ii) the class and number
of shares of the corporation which are owned beneficially and of record by such
stockholders and such beneficial owner.

          (iii) Notwithstanding anything in the second sentence of Section
5(a)(ii) to the contrary, in the event that the number of directors to be
elected to the board of directors is increased and there is no public
announcement naming all of the nominees for director or specifying the size of
the increased board of directors made by the corporation at least 70 days prior
to the first anniversary of the preceding year's annual meeting, a stockholder's
notice


                                       2

required by this Section 5(a) shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall
be delivered to the secretary at the principal executive offices of the
corporation not later than the close of business on the 10th day following the
day on which such public announcement is first made by the corporation.

     (b)  Special Meeting of Stockholders. Only such business shall be conducted
at a special meeting of stockholders as shall have been brought before the
meeting pursuant to the corporation's notice of meeting. Nominations of persons
for election to the board of directors may be made at a special meeting of
stockholders at which directors are to be elected (i) pursuant to the
corporation's notice of meeting, (ii) by or at the direction of the board of
directors, or (iii) provided, that the board of directors has determined that
directors shall be elected at such special meeting, by any stockholder of the
corporation who is a stockholder of record at the time of giving of notice
provided for in this Section 5(b), who is entitled to vote at the meeting and
who complied with the notice procedures set forth in this Section 5(b). In the
event the corporation calls a special meeting of stockholders for the purpose of
electing one or more persons (as the case may be) for election to such position
as specified in the corporation's notice of meeting, if the stockholder's notice
required by Section 5(a)(i) 5 shall be delivered to the secretary at the
principal executive offices of the corporation not earlier than the 90th day
prior to such special meeting and not later than the close of business on the
later of the 60th day prior to such special meeting or the 10th day following
the day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the board of directors to be elected at
such meeting.

     (c)  General.

          (i)  Except as set forth in Section 9 of Article III, only such
persons who are nominated in accordance with the procedures set forth in this
Section 5 shall be eligible to serve as directors and only such business shall
be conducted at a meeting of stockholders as shall have been brought before the
meeting in accordance with the procedures set forth in this Section 5. The
presiding officer of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the meeting
was made in accordance with the procedures set forth in this Section 5 and, if
any proposed nomination or business is not in compliance with this Section 5, to
declare that such defective nomination or proposal be disregarded.

          (ii) For purposes of this Section 5, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

          (iii) Notwithstanding the foregoing provisions of this Section 5, a
stockholder shall also comply with all applicable requirements of state law and
of the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 5. Nothing in this Section 5 shall be deemed
to affect any rights of stockholders to request inclusion of proposals in the
corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

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     SECTION 6. WAIVER OF NOTICE. Anything herein to the contrary
notwithstanding, with respect to any stockholder meeting, any stockholder who in
person or by proxy shall have waived in writing notice of the meeting, either
before or after such meeting, or who shall attend the meeting in person or by
proxy, shall be deemed to have waived notice of such meeting unless he attends
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

     SECTION 7. QUORUM; MANNER OF ACTING AND ORDER OF BUSINESS.

     (a)  Subject to the provisions of these by-laws, the Articles of
Incorporation and Nevada Law as to the vote that is required for a specified
action, the presence in person or by proxy of the holders of a majority of the
outstanding shares of the corporation entitled to vote at any meeting of
stockholders shall constitute a quorum for the transaction of business. The vote
of the holders of a majority of the shares of the corporation's stock entitled
to vote, present in person or represented by proxy, shall be binding on all
stockholders of the corporation, unless the vote of a greater number or voting
by classes is required by law or the Articles of Incorporation or these by-laws.
The stockholders present at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

     (b)  In the absence of a quorum, stockholders holding a majority of the
shares present in person or by proxy and entitled to vote, regardless of whether
or not they constitute a quorum, or if no stockholders are present, any officer
entitled to preside at or act as secretary of the meeting, may adjourn the
meeting to another time and place. Any business which might have been transacted
at the original meeting may be transacted at any adjourned meeting at which a
quorum is present. No notice of an adjourned meeting need be given if the time
and place are announced at the meeting at which the adjournment is taken except
that, if adjournment is for more than thirty (30) days or if, after the
adjournment, a new record date is fixed for the meeting, notice of the adjourned
meeting shall be given pursuant to Section 4 of this Article II.

     (c)  Meetings of the stockholders shall be presided over by the chairman of
the board, or in his absence by the chief executive officer, or in his absence
by the president, or in his absence by a vice president, or in the absence of
the foregoing persons by a chairman designated by the board of directors, or in
the absence of such designation by a chairman chosen at the meeting. The
secretary shall act as secretary of the meeting, but in his absence the chairman
of the meeting may appoint any person to act as secretary of the meeting. The
order of business at all meetings of the stockholders shall be determined by the
chairman. The order of business so determined, however, may be changed by vote
of the holders of a majority of the shares present at the meeting in person or
represented by proxy.

     SECTION 8. VOTING; PROXIES. Each stockholder of record on the record date,
as determined pursuant to Section 6 of Article VI, shall be entitled to one vote
for every share registered in his name. However, all elections of directors
shall be by written ballot. Each stockholder entitled to vote at any meeting of
stockholders or to express consent to or dissent


                                       4

from corporate action in writing without a meeting may authorize another person
to act for him by proxy. No proxy shall be valid after three years from its date
of execution, unless the proxy provides for a longer period.

     SECTION 9. INSPECTORS OF ELECTION.

     (a)  In advance of any meeting of stockholders, the board of directors may
appoint inspectors of election to act at each meeting of stockholders and any
adjournment thereof. If inspectors of election are not so appointed, the
chairman of the meeting may, and upon the request of any stockholder or his
proxy shall, appoint inspectors of election at the meeting. The number of
inspectors shall be either one or three. If appointed at the meeting upon the
request of one or more stockholders or proxies, the vote of the holders of a
majority of shares present shall determine whether one or three inspectors are
appointed. In any case any person appointed as an inspector fails to appear or
fails or refuses to act, the vacancy may be filled by appointment made by the
directors in advance of the convening of the meeting or at the meeting by the
person acting as chairman.

     (b)  The inspectors of election shall determine the outstanding stock of
the corporation, the stock represented at the meeting and the existence of a
quorum, shall receive votes, ballots, or consents, shall count and tabulate all
votes and shall determine the result; and in connection therewith, the inspector
shall determine the authority, validity and effect of proxies, hear and
determine all challenges and questions, and do such other ministerial acts as
may be proper to conduct the election or vote with fairness to all stockholders.
If there are three inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or certificate of
all. If no inspectors of election are appointed, the secretary shall pass upon
all questions and shall have all other duties specified in this Section 9.

     (c)  Upon request of the chairman of the meeting or any stockholder or his
proxy, the inspector(s) of election shall make a report in writing of any
challenge or question or other matter determined by him and shall execute a
certificate of any fact found in connection therewith. Any such report or
certificate shall be filed with the record of the meeting.

     SECTION 10. NO ACTION WITHOUT A MEETING. No action of the stockholders may
be taken by written consent.

     SECTION 11. REVOCATION OF CONSENT. Any stockholder giving a written
consent, or the stockholder's proxyholders, or a transferee of the shares or a
personal representative of the stockholder or its respective proxyholder, may
revoke the consent by a writing received by the corporation prior to the time
that written consents of the number of shares required to authorize the proposed
action have been filed with the secretary of the corporation, but may not do so
thereafter. Such revocation is effective upon its receipt by the secretary of
the corporation.

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                                   ARTICLE III
                                    DIRECTORS

     SECTION 1. NUMBER, TENURE AND QUALIFICATIONS.

     (a)  The number of directors of the corporation shall consist of not less
than two (2) nor more than nine (9) directors, the exact number of directors to
be determined from time to time by resolution adopted by the affirmative vote of
a majority of the directors. A director shall hold office until the later of (i)
the next annual meeting of the stockholders of the corporation immediately
following, or (ii) coinciding with the expiration of his term or until his
successor shall be elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification or removal from office. Directors need
not be residents of the State of Nevada or stockholders of the corporation.

     (b)  Each director shall serve a term of one, two or three years as is
designated at the time of his election provided that no less than one-fourth
(1/4) of the directors serving in any year shall be subject to annual
reelection.

     (c)  Any director or the entire board of directors may be removed, with
cause, by the holders of 66-2/3% of the voting rights of the shares then
entitled to vote at an election of directors, unless otherwise provided under
Nevada Law or the Articles of Incorporation.

     SECTION 2. RESIGNATIONS. Any director may resign at any time by giving
written notice to the chairman of the board or to the chief executive officer or
to the president.

     SECTION 3. MEETINGS. Meetings of the board of directors may be called by or
at the request of the chairman of the board, the chief executive officer, the
president or a majority of the directors. The person or persons authorized to
call meetings of the board of directors may fix any place as the place for
holding any meeting of the board of directors called by them. Meetings of the
board of directors may be held within or outside the State of Nevada.

     SECTION 4. BUSINESS OF MEETINGS. Except as otherwise expressly provided in
these by-laws, any and all business may be transacted at any meeting of the
board of directors.

     SECTION 5. NOTICE OF MEETINGS. Notice of any meeting shall be given at
least one (1) day previous thereto by prior written notice to each director at
his principal place of business.

     SECTION 6. ATTENDANCE BY TELEPHONE. Directors may participate in meetings
of the board of directors by means of conference telephone or similar
communications equipment by means of which all directors participating in the
meeting can hear one another, and such participation shall constitute presence
in person at the meeting.

     SECTION 7. QUORUM AND MANNER OF ACTING; ADJOURNMENT. A majority of the
directors shall constitute a quorum for the transaction of business at any
meeting

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of the board of directors and the act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the board.

     SECTION 8. ACTION WITHOUT A MEETING. Any action which could be taken at a
meeting of the board of directors may be taken without a meeting if all of the
directors consent to the action in writing and the writing or writings are filed
with the minutes of proceedings of the board.

     SECTION 9. FILLING OF VACANCIES.

     (a)  A vacancy or vacancies in the board of directors shall exist when any
previously authorized position of director is not then filled by a duly elected
director, whether caused by death, resignation or removal. Vacancies caused by
reason of death, resignation or removal shall be filled by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director.

     (b)  Vacancies and newly created directorships resulting from an increase
in the authorized number of directors elected by all the stockholders having the
right to vote as a single class may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director.

     (c)  If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the person or estate
of a stockholder, may call a special meeting of stockholders in accordance with
the Articles of Incorporation or the by-laws, or may apply to a court of
appropriate jurisdiction for a decree summarily ordering an election.

     SECTION 10. COMPENSATION OF DIRECTORS. The board of directors shall have
the authority to fix the compensation of directors, unless otherwise provided in
the Articles of Incorporation.

     SECTION 11. PRESIDING OFFICER. The presiding officer at any meeting of the
board of directors shall be the chairman of the board, or in his absence, any
other director elected chairman by vote of a majority of the directors present
at the meeting.

     SECTION 12. COMMITTEE. The board of directors, by resolution adopted by a
majority of the number of directors fixed by the by-laws or otherwise, may
designate one (1) or more committees, each committee to consist of one (1) or
more directors of the corporation, which committees, to the extent provided in
such resolution, shall have and exercise all of the authority of the board of
directors in the management of the corporation, except as otherwise required by
law. The board of directors may designate one (1) or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee.

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     SECTION 13. WAIVER OF NOTICE. Anything herein to the contrary
notwithstanding, with respect to any meeting of the board of directors, any
director who in person shall have waived in writing notice of the meeting,
either before or after such meeting, or who shall attend the meeting in person,
shall be deemed to have waived notice of such meeting unless he attends for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

                                   ARTICLE IV
                                    OFFICERS

     SECTION 1. NUMBER. The officers of the corporation may consist of the
chairman of the board, the chief executive officer, the president, one or more
vice presidents (the number thereof to be determined by the board of directors),
the secretary, the treasurer, the registered agent, and such assistant
secretaries and assistant treasurers or any other officers thereunto authorized
or elected by the board of directors. Any two or more offices may be held by the
same person.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected by the board of directors at their first meeting and thereafter
at any subsequent meeting and shall hold their offices for such term as
determined by the board of directors. Each officer shall hold office until his
successor is duly elected and qualified, or until his death or disability, or
until he resigns or is removed from his duties in the manner hereinafter
provided.

     SECTION 3. REMOVAL AND RESIGNATION. Any officer may be removed, either with
or without cause, by a majority of the directors, then in office, at any meeting
of the board of directors. Any officer may resign at any time by giving written
notice to the corporation. Any such resignation shall take effect at the date of
the receipt of such notice or at any later time specified therein.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation
or removal or any other cause may be filled for the unexpired portion of the
term by the board of directors.

     SECTION 5. CHAIRMAN OF THE BOARD. The chairman of the board of the
corporation shall preside at all meetings of the board of directors, and at all
stockholders' meetings, whether annual or special, at which he is present and
shall exercise such other powers and perform such other duties as the board of
directors may from time to time assign to him or as may be prescribed by these
by-laws. In the event that the chairman of the board is not present at a
directors' meeting the chief executive officer, or in his absence the president
of the corporation, shall serve in his place and stead. Except in those
instances in which the authority to execute is expressly delegated to another
officer or agent of the corporation, or a different mode of execution is
expressly prescribed by the board of directors or these by-laws, he may execute
for the corporation, certificates for its shares, and any contracts, deeds,
mortgages, bonds or other instruments which the board of directors have
authorized to be executed, and he may accomplish such execution either under or
without the seal of the corporation, or either individually with the

                                       8

secretary, any assistant secretary or any other officer thereunto authorized by
the board of directors, according to the requirements of the form of the
instrument.

     SECTION 6. CHIEF EXECUTIVE OFFICER. Subject to the direction and control of
the board of directors, the chief executive officer shall be in charge of the
general management and supervision over the property, affairs and business of
the corporation. Except in those instances in which the authority to execute is
expressly delegated to another officer or agent of the corporation, or a
different mode of execution is expressly prescribed by the board of directors or
these by-laws, he may execute for the corporation, certificates for its shares,
and any contracts, deeds, mortgages, bonds or other instruments which the board
of directors have authorized to be executed, and he may accomplish such
execution either under or without the seal of the corporation, or either
individually or with the secretary, any assistant secretary or any other officer
thereunto authorized by the board of directors, according to the requirements of
the form of the instrument. He may vote all securities which the corporation is
entitled to vote, except as and to the extent such authority shall be vested in
a different officer or agent of the corporation by the board of directors.

     SECTION 7. PRESIDENT. Subject to the direction and control of the board of
directors and the chief executive officer, the president shall be in charge of
the general management and supervision over the operating functions of the
corporation; he shall see that the resolutions and directions of the board of
directors are carried into effect, except in those instances in which that
responsibility is specifically assigned to some other person by the board of
directors; and in general, he shall discharge all duties incident to the office
of president and such other duties as may be prescribed by the board of
directors from time to time. Except in those instances in which the authority to
execute is expressly delegated to another officer or agent of the corporation,
or a different mode of execution is expressly prescribed by the board of
directors or these by-laws, he may execute for the corporation, certificates for
its shares, and any contracts, deeds, mortgages, bonds or other instruments
which the board of directors have authorized to be executed, and he may
accomplish such execution either under or without the seal of the corporation,
or either individually or with the secretary, any assistant secretary or any
other officer thereunto authorized by the board of directors, according to the
requirements of the form of the instrument.

     SECTION 8. VICE PRESIDENT. The vice president (or in the event there be
more than one vice president, each of the vice presidents), if one shall he
elected, shall assist the president in the discharge of his duties, as the
president may direct and shall perform such other duties as from time to time
may be assigned to him by the president or by the board of directors. 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 by the board of directors, or by the
president if the board of directors have not made such a designation, or in the
absence of any designation, then in the order of seniority of tenure as vice
president) shall perform the duties of the president, and when so acting, shall
have the powers of and be subject to all the restrictions upon the president.
Except in those instances in which the authority to execute is expressly
delegated to another officer or agent of the corporation, or a different mode of
execution is expressly prescribed by the board of directors or these by-laws,
the

                                       9

vice president (or each of them if there are more than one) may execute for the
corporation, certificates for its shares and any contracts, deeds, mortgages,
bonds or other instruments which the board of directors have authorized to be
executed, and he may accomplish such execution either under or without the seal
of the corporation, and either individually or with the secretary, any assistant
secretary or any other officer thereunto authorized by the board of directors,
according to the requirements of the form of the instrument.

     SECTION 9. TREASURER. The treasurer, if any, shall be the principal
accounting and financial officer of the corporation. The treasurer shall: (i)
have charge of and be responsible for the maintenance of the adequate books and
records for the corporation; (ii) have charge and custody of all funds and
securities of the corporation, and be responsible therefor and for the receipt
and disbursement thereof; and (iii) perform all the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the board of directors. If required by the board
of directors, the treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the board of directors
may determine.

     SECTION 10. SECRETARY. The secretary shall: (i) record the minutes of the
stockholders and of the board of directors' meetings in one or more books
provided for that purpose; (ii) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (iii) be
custodian of the corporate books and records and of the seal of the corporation;
(iv) keep a register of the post-office address of each stockholder which shall
be furnished to the secretary by such stockholder; (v) sign with the chairman of
the board or the chief executive officer or the president or a vice president or
any other officer thereunto authorized by the board of directors, certificates
for the shares of the corporation, the issue of which shall have been authorized
by the board of directors, and any contracts, deeds, mortgages, bonds or other
instruments which the board of directors have authorized to be executed,
according to the requirements of the form of the instrument, except when a
different mode of execution is expressly prescribed by the board of directors or
these by-laws; (vi) have general charge of the stock transfer books of the
corporation; (vii) perform all duties incident to the office of secretary and
such other duties as from time to time may be assigned to him by the president
or by the board of directors. Consistently with the foregoing, the secretary
shall be responsible for the corporation's compliance with Section 78.105 of the
Nevada Laws and shall supply to the registered agent, any and all amendments to
the corporation's Articles of Incorporation and any and all amendments or
changes to its by-laws. In compliance with said Section 78.105, the secretary
will also supply to the registered agent, and maintain, a current statement
setting out the name of the custodian of the stock ledger or duplicate stock
ledger, and the present and complete post office address, including street and
number, if any, where such stock ledger or duplicate stock ledger specified in
the section is kept.

     SECTION 11. REGISTERED AGENT. The registered agent shall be in charge of
the corporation's registered office in the State of Nevada, upon whom process
against the corporation may be served and shall perform all duties required by
statute.

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     SECTION 12. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant
treasurers and assistant secretaries shall perform such duties as shall be
assigned to them by the board of directors. When the secretary is unavailable,
any assistant secretary may sign with the chief executive officer, the
president, or a vice president, or any other officer thereunto authorized by the
board of directors, any contracts, deeds, mortgages, bonds or other instruments
according to the requirements of the form of the instrument, except when a
different mode of execution is expressly prescribed by the board of directors or
these by-laws. The assistant treasurers shall, respectively, if required by the
board of directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the board of directors shall determine.

     SECTION 13. 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 is also a director of the
corporation.

                                    ARTICLE V
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION l. 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.

     SECTION 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 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued by 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 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 depositaries as the board of directors may
select.

                                   ARTICLE VI
                    CERTIFICATES OF STOCK AND THEIR TRANSFER

     SECTION 1. STOCK RECORD AND CERTIFICATES. Records shall be kept by or on
behalf of the corporation, which shall contain the names and addresses of
stockholders, the number of shares held by them respectively, and the number of
certificates, if any, representing the shares, and in which there shall be
recorded all transfers of shares. Every stockholder shall be entitled to a
certificate signed by the chairman of the board of directors, or the chief
executive officer or the president or a vice president, and by the treasurer or
an assistant treasurer, or the

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secretary or an assistant secretary of the corporation, certifying the class and
number of shares owned by him in the corporation, provided that any and all
signatures on a certificate may be a 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 it were such officer, transfer agent or
registrar at the date of issue.

     SECTION 2. TRANSFER AGENTS AND REGISTRARS. The board of directors may, in
its discretion, appoint one or more responsible banks or trust companies as the
board may deem advisable, from time to time, to act as transfer agents and
registrars of shares of the corporation; and, when such appointments shall have
been made, no certificate for shares of the corporation shall be valid until
countersigned by one of such transfer agents and registered by one of such
registrars.

     SECTION 3. STOCKHOLDERS' ADDRESSES. Every stockholder or transferee shall
furnish the secretary or a transfer agent with the address to which notice of
meetings and all other notices may be served upon or mailed to such stockholder
or transferee, and in default thereof, such stockholder or transferee shall not
be entitled to service or mailing of any such notice.

     SECTION 4. LOST CERTIFICATES. In case any certificate for shares of the
corporation is lost, stolen or destroyed, the board of directors, in its
discretion, or any transfer agent duly authorized by the board, may authorize
the issue of a substitute certificate in place of the certificate so lost,
stolen or destroyed. The corporation may require the owner of the lost, stolen
or destroyed certificate or his legal representative to give the corporation a
bond sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate or uncertified shares.

     SECTION 5. DISTRIBUTIONS TO STOCKHOLDERS. To the extent permitted by Nevada
Law and subject to any restrictions contained in the Articles of Incorporation,
the directors may declare and pay dividends upon the shares of its capital stock
in the manner and upon the terms and conditions provided by Nevada Law and the
Articles of Incorporation.

     SECTION 6. RECORD DATES. 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 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 be not more than sixty (60) nor less than ten (10) days before
the date of any meeting of stockholders, and not more than sixty (60) 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
adjourned meeting.

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     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten (10) days after the date upon which the
resolution fixing the record date is adopted by the board of directors. In such
case, those stockholders, and only those stockholders, who are stockholders of
record on the date fixed by the board of directors shall, notwithstanding any
subsequent transfer of shares on the books of the corporation, be entitled to
notice of and to vote at such meeting of stockholders, or any adjournment
thereof, or to express consent to such corporate action in writing without a
meeting, or entitled to receive payment of such dividend or other distribution
or allotment of rights, or entitled to exercise rights in respect of any such
change, conversion or exchange of shares or to participate in any such other
lawful action.

     SECTION 7. TRANSFERS OF SHARES. Shares of the corporation may be
transferred by delivery of the certificates therefor, accompanied either by an
assignment in writing on the back of the certificates, or by written power of
attorney to sell, assign and transfer the same, signed by the record holder
thereof; but no transfer shall affect the right of the corporation to pay any
distribution upon the shares to the holder of record thereof, or to treat the
holder of record as the holder in fact thereof for all purposes, and no transfer
shall be valid, except between the parties thereto, until such transfer shall
have been made upon the books of the corporation.

     SECTION 8. REPURCHASE OF SHARES ON OPEN MARKET. The corporation may
purchase its shares on the open market and invest its assets in its own shares,
provided that in each case the consent of the board of directors shall have been
obtained.

                                   ARTICLE VII
                          INDEMNIFICATION AND INSURANCE

     SECTION 1. DEFINITIONS. For the purposes of this Article VII the following
definitions shall apply:

     "Agent" means any person who: (i) is or was a director, officer, employee,
or other agent of this corporation; or (ii) is or was serving at the request of
this corporation as a director, officer, employee, or agent of another foreign
or domestic corporation, partnership, joint venture, trust or other enterprise
("enterprise").

     "Proceeding" means any threatened, pending or completed action suit or
proceeding, whether civil, criminal, administrative, or investigative and
whether internal or external to the corporation.

     "Expenses" includes, without limitation, attorneys' fees and any expenses
of establishing a right to indemnification under this Article VII.

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     "Losses" mean the total amount which the agent becomes legally obligated to
pay in connection with any proceeding, including judgments, fines, amounts paid
in settlement and Expenses.

     SECTION 2. THIRD PARTY ACTIONS. The corporation shall indemnify any person
who was or is a party or is threatened to be made a party to, or otherwise
becomes involved in, any Proceeding (other than an action by or in the right of
the corporation) by reason of the fact that he is or was an Agent of the
corporation against Losses actually and reasonably incurred by him in connection
with such Proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal Proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any Proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in such a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
Proceeding, had reasonable cause to believe that his conduct was unlawful.

     SECTION 3. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. The corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to, or otherwise becomes involved in, any Proceeding by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that he
is or was an Agent of the corporation against Expenses, including amounts paid
in settlement, actually and reasonably incurred by him in connection with the
defense or settlement of such Proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged by a
court of competent jurisdiction after exhaustion of all appeals to be liable to
the corporation or for amounts paid in settlement to the corporation unless and
only to the extent that the court in which such Proceeding was brought shall
determine upon application that, in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such Expenses as
the court shall deem proper.

     SECTION 4. SUCCESSFUL DEFENSE. To the extent that an Agent of the
corporation has been successful on the merits or otherwise in defense of any
Proceeding referred to in Sections 2 and 3 of this Article VII, or in defense of
any claim, issue or matter therein, he must be indemnified against Expenses
actually and reasonably incurred by him in connection therewith.

     SECTION 5. DETERMINATION OF CONDUCT. Any indemnification under Sections 2
and 3 of this Article VII, (unless ordered by a court or advanced pursuant to
Section 6 of this Article VII) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
Agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in Sections 2 and 3 of this Article VII. Such determination
shall be made (a) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such Proceeding, or (b) if such
a quorum is not obtainable or, even if obtainable, a quorum of disinterested
directors so directs, by independent

                                       14

legal counsel in a written opinion, or (c) if a majority vote of a quorum
consisting of directors who were not parties to the Proceeding so orders, by
independent legal counsel in a written opinion, or (d) by the stockholders.

     SECTION 6. PAYMENT OF EXPENSES IN ADVANCE. Expenses incurred by an Agent in
connection with a Proceeding shall be paid by the corporation as they are
incurred and in advance of the final disposition of such Proceeding upon receipt
of an undertaking by or on behalf of such Agent to repay such amount if it shall
ultimately be determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation as authorized in this Article VII.

     SECTION 7. INDEMNITY NOT EXCLUSIVE. The indemnification and advancement of
Expenses provided by, or granted pursuant to, the other provisions of this
Article VII shall not be deemed exclusive of any other rights to which a person
seeking indemnification or advancement of Expenses may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

     SECTION 8. INSURANCE INDEMNIFICATION. The corporation shall have the power
to purchase and maintain insurance on behalf of any person who is or was an
Agent of the corporation against any liability asserted against him and incurred
by him in any such capacity, or arising out of his status as such, whether or
not the corporation would have the power to indemnify him against such liability
under the provisions of this Article VII.

     SECTION 9. HEIRS, EXECUTORS AND ADMINISTRATORS. The indemnification and
advancement of Expenses provided by, or granted pursuant to, this Article VII
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be an Agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

     SECTION 10. FURTHER AMENDMENT. Notwithstanding any provision in this
Article VII to the contrary, in the event the Nevada Law is either amended to
provide, or interpreted by judicial or other binding legal decision to provide,
broader indemnification rights than those contained herein, such broader
indemnification rights shall be provided to any and all persons entitled to be
indemnified pursuant to the Nevada Law the intent of this provision being to
permit the corporation to indemnify, to the full extent permitted by Nevada Law,
persons whom it may indemnify thereunder.

                                  ARTICLE VIII
                                   AMENDMENTS

     The by-laws may be amended by a majority vote of the directors or by an
affirmative vote by the holders of 66-2/3% of the voting rights of all classes
of stock entitled to vote. The by-laws may contain any provisions for the
regulation and management of the affairs of the corporation not inconsistent
with Nevada Law or the Articles of Incorporation.

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