CHEUNG LABORATORIES, INC.

                              AMENDMENT TO BY-LAWS

                                   ARTICLE II
                                    DIRECTORS


Section 6 - NOTICE

         Notice of every  regular or special  meeting of the Board of  Directors
shall be given to each Director by written  notice stating the time and place of
the meeting.  Notice is given to a Director  when it is delivered  personally to
him, left at his last known business or residence address, sent by telecopier or
facsimile  transmission  to the  Director's  last known  telephone or telecopier
number,  or by  overnight  delivery,  including,  but not  limited  to,  Federal
Express, as least 24 hours before the time of the meeting or, in the alternative
be mailed to his last known  business or residence  address as it appears on the
records of the Corporation at least 72 hours before the time of the meeting. Any
Director  may waive  notice of any  meeting  by  written  waiver  filed with the
records  of the  meeting,  either  before  or after  the  holding  thereof.  The
attendance  of a Director at a meeting  shall  constitute  a waiver of notice of
such meeting,  except where a Director attends a meeting for the express purpose
of  objecting  to the  transacting  of any  business  because the meeting is not
lawfully  called or convened.  Neither the business to be transacted at, nor the
purpose of, any regular or special  meeting of the Board of Directors need to be
specified in the notice or waiver of such meeting.

         The Board of Directors may exclude from deliberations of the Board, and
also  from  participation  at a  meeting  of  the  Board  (such  exclusion  from
participation  including  lack of notice of the Board  meeting as well as actual
participation in the Board meeting) any Director or Directors which the Board of
Directors  has a bona fide  reason to believe  has a  conflict  of  interest  in
receiving   and   evaluating   sensitive   information   dealing  with  business
opportunities  or business of the  Corporation  such that the  imparting of such
knowledge to the affected  Director or Directors  could cause serious  injury to
the Corporation's business or business opportunities.  This provision shall take
effect immediately upon approval by the Board of Directors.