EXHIBIT 99.2

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AMENDED AND RESTATED BYLAWS

ISOTOPE SOLUTIONS GROUP, INC.

a New York Corporation

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TABLE OF CONTENTS

Article 1 - Shareholders............................................................. 1
1.1 Place of Meetings...................................................... 1
1.2 Annual Meetings........................................................ 1
1.3 Special Meetings....................................................... 1
1.4 Notice of Meetings..................................................... 1
1.5 Voting List............................................................ 1
1.6 Quorum................................................................. 1
1.7 Adjournments........................................................... 2
1.8 Voting and Proxies..................................................... 2
1.9 Action at a Meeting.................................................... 2
1.10 Action Without a Meeting.............................................. 2

ARTICLE 2 - Directors................................................................ 2
2.1 General Powers......................................................... 2
2.2 Number; Election and Qualification..................................... 3
2.3 Enlargement of the Board............................................... 3
2.4 Tenure................................................................. 3
2.5 Vacancies.............................................................. 3
2.6 Resignation............................................................ 3
2.7 Regular Meeting........................................................ 3
2.8 Special Meetings....................................................... 3
2.9 Notice of Special Meetings............................................. 3
2.10 Meetings by Telephone Conference Calls................................ 4
2.11 Quorum................................................................. 4
2.12 Action at Meeting...................................................... 4
2.13 Action by Consent...................................................... 4
2.14 Removal................................................................ 4
2.15 Committees............................................................. 4
2.16 Compensation of Directors.............................................. 5

ARTICLE 3 - Officers................................................................. 5
3.1 General................................................................ 5
3.2 Election............................................................... 5
3.3 Qualification.......................................................... 5
3.4 Tenure................................................................. 5
3.5 Resignation and Removal................................................ 5
3.6 Vacancies.............................................................. 6
3.7 Chairman of the Board and Vice Chairman of the Board................... 6
3.8 Chief Executive Officer................................................ 6
3.9 President.............................................................. 6
3.10 Chief Operating Officer............................................... 6

3.11 Vice Presidents and Assistant Vice Presidents......................... 7
3.12 Secretary and Assistant Secretaries................................... 7
3.13 Treasurer and Assistant Treasurers.................................... 7
3.14 Salaries.............................................................. 8

ARTICLE 4 - Capital Stock............................................................ 8
4.1 Issuance of Stock...................................................... 8
4.2 Certificates for Stock................................................. 8
4.3 Transfers.............................................................. 8
4.4 Lost, Stolen or Destroyed Certificates................................. 9
4.5 Record Date............................................................ 9

ARTICLE 5 - Indemnification.......................................................... 9

ARTICLE 6 - General Provisions....................................................... 9
6.1 Fiscal Year............................................................ 10
6.2 Corporate Seal......................................................... 10
6.3 Written Notice of Meetings............................................. 10
6.4 Waiver of Notice....................................................... 10
6.5 Voting of Securities................................................... 10
6.6 Evidence of Authority.................................................. 10
6.7 Certificate Incorporation.............................................. 10
6.8 Transactions with Interested Parties................................... 10
6.9 Severability........................................................... 11
6.10 Pronouns............................................................... 11

ARTICLE 7 - Amendments............................................................... 11
7.1 By the Board of Directors.............................................. 11
7.2 By the Shareholders.................................................... 11

AMENDED AND RESTATED BYLAWS
OF
ISOTOPE SOLUTIONS GROUP, INC.

Article 1 - Shareholders
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1.1 Place of Meetings. All meetings of shareholders shall be held at such
place within or without the State of New York as may be designated from time to
time by the board of directors or the president or, if not so designated, at the
registered office of the corporation.

1.2 Annual Meetings. The annual meeting of shareholders for the election
of directors and for the transaction of such other business as may be stated in
the nature of meeting shall be held on such date and time as shall be designated
from time to time by the board of directors and stated in the notice of meeting.
If no annual meeting is held in accordance with the foregoing provisions, the
board of directors may call a special meeting to be held in lieu of the annual
meeting, and any action taken at that special meeting shall have the same effect
as if it had been taken at the annual meeting, and in such case all references
in these Bylaws to the annual meeting of the shareholders shall be deemed to
refer to such special meeting.

1.3 Special Meetings. Special meetings of shareholders may be called at
any time by the chairman of the board of directors or by the board of directors.
A special meeting of shareholders shall be called by the chairman of the board
of directors at the request in writing of the holders of not less than
one-fourth (1/4) of all the shares entitled to vote at the meeting. Such request
of shareholders for a special meeting shall state the purpose or purposes of the
proposed meeting. Business transacted at any special meeting of shareholders
shall be limited to matters relating to the purpose or purposes stated in the
notice of meeting.

1. 4 Notice of Meetings. Except as otherwise provided by law, written
notice of each meeting of shareholders, whether annual or special, shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each shareholder entitled to vote at such meeting. The notices of all meetings
shall state the place, date and hour of the meeting. The notice of a special
meeting shall state, in addition, the purpose or purposes for which the meeting
is called.

1.5 Voting List. The officer who has charge of the stock ledger of the
Corporation shall prepare, at least 10 days before every meeting of
shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
shareholder and the number of shares registered in the name of each shareholder.

1.6 Quorum. Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, the holders of one third (1/3) of the shares of
the capital stock of the Corporation issued and outstanding and entitled to vote
at the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business.

1.7 Adjournments. Any meeting of shareholders may be adjourned to any
other time and to any other place at which a meeting of shareholders may be held
under these Bylaws by the shareholders present or represented at the meeting and
entitled to vote, although less than a quorum, or, if no shareholder is present,
by any officer entitled to preside at or to act as secretary of such meeting. At
the adjourned meeting, the Corporation may transact any business that might have
been transacted at the original meeting.

1.8 Voting and Proxies. Each shareholder shall have one vote for each
share of stock entitled to vote held of record by such shareholder and a
proportionate vote for each fractional share so held, unless otherwise provided
in the Certificate of Incorporation. Each shareholder of record entitled to vote
at a meeting of shareholders, or to express consent or dissent to corporate
action in writing without a meeting, may vote or express such consent or dissent
in person or may authorize another person or persons to vote or act for him or
her by written proxy executed by the shareholder or his or her authorized agent
and delivered to the secretary of the Corporation. A duly executed proxy shall
be irrevocable if it states that it is irrevocable and if it is held by any
person or the nominee of any person who is enumerated in Section 609(f) of the
Business Corporation Law of the State of New York or successor provision. No
proxy shall be voted or acted upon after three years from the date of its
execution, unless the proxy expressly provides for a longer period.

1.9 Action at a Meeting. When a quorum is present at any meeting, the
holders of a majority of the stock present or represented and voting on a matter
(or if there are two or more classes of stock entitled to vote as separate
classes, then in the case of each such class, the holders of a majority of the
stock of that class present or represented and voting on a matter) shall decide
any matter to be voted upon the shareholders at the meeting, except when a
different vote is required by law, the Certificate of Incorporation, or these
Bylaws. Any election by shareholders shall be determined by a plurality of the
votes cast by the shareholders entitled to vote at the election.

1.10 Action Without a Meeting. Any action required or permitted to be
taken at any annual or special meeting of shareholders of the Corporation may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, is 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 were present and voted.

ARTICLE 2 - Directors
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2.1 General Powers. The business and affairs of the Corporation shall be
managed by or under the direction of a board of directors, who may exercise all
of the powers of the Corporation except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws. In the event of a vacancy on the
board of directors, the remaining directors, except as otherwise provided by
law, may exercise the powers of the full board of directors until the vacancy is
filled.

2.2 Number; Election and Qualification. The number of directors that
shall constitute the whole board of directors shall be determined by resolution
of the shareholders or the board of directors, but in no event shall be less
than one. The number of directors may be decreased at any time and from time to
time either by the shareholders or by a majority of the directors then in
office, but only to eliminate vacancies existing by reason of the death,
resignation, removal or expiration of the term of one or more directors. The
directors shall be elected at the annual meeting of shareholders by such
shareholders as have the right to vote in such election. Directors need not be
shareholders of the corporation.

2.3 Enlargement of the Board. The number of directors may be increased at
any time and from time to time by the shareholders or by a majority of the
directors then in office.

2.4 Tenure. Each director shall hold office until the next annual meeting
and until such time as his or her successor is elected and qualified, or until
his or her earlier death, resignation or removal.

2.5 Vacancies. Unless and until filled by the shareholders, any vacancy
in the board of directors, however occurring, including a vacancy resulting from
an increase in the number of directors, may be filled by vote of a majority of
the directors then in office, although less than a quorum, or by a sole
remaining director. A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office, and a director chosen to fill a
position resulting from an increase in the number of directors shall hold office
until the next annual meeting of shareholders and until his successor is elected
and qualified, or until his earlier death, resignation or removal.

2.6 Resignation. Any director may resign by delivering his or her written
resignation to the Corporation at its principal office or to the secretary. Such
resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.

2.7 Regular Meeting. Regular meetings of the board of directors may be
held without notice at such time and place, either within or without the State
of New York, as shall be determined from time to time by the board of directors,
provided that any director who is absent when such a determination is made shall
be given notice of the determination. A regular meeting of the board of
directors may be held without notice immediately after and at the same place as
the annual meeting of shareholders.

2.8 Special Meetings. Special meetings of the board of directors may be
held at any time and place, within or without the State of New York, designated
in a call by the chairman of the Board, president or two or more directors, or
by one director in the event that there is only a single director in office.

2.9 Notice of Special Meetings. Notice of any special meeting of
directors shall be given to each director by the secretary or one of the
directors calling the meeting. Notice shall be duly given to each director (i)
by giving notice to such director in person or by telephone at least 48 hours in
advance of the meeting, (ii) by sending a telegram or telex, or delivering
written

notice by hand to his last known business or home address at least 48 hours in
advance of the meeting, or (iii) by mailing written notice to his last known
business or home address at least 72 hours in advance of the meeting. A notice
or waiver of notice of a meeting of the board of directors need not specify the
purpose of the meeting.

2.10 Meetings by Telephone Conference Calls. Directors or any members of
any committee designated by the directors may participate in a meeting of the
board of directors or such 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 participation by such means shall constitute
presence in person at such meeting.

2.11 Quorum. A majority of the whole board of directors shall constitute
a quorum at all meetings of the board of directors. In the event one or more of
the directors shall be disqualified to vote at any meeting, then the required
quorum shall be reduced by one for each such director so disqualified; provided,
however, that in no case shall less than one-third (1/3) of the whole board of
directors constitute a quorum. In the absence of a quorum at any such meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice other than announcement at the meeting, until a quorum
shall be present.

2.12 Action at Meeting. At any meeting of the board of directors at which
a quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, the Certificate
of Incorporation or these Bylaws.

2.13 Action by Consent. Any action required or permitted to be taken at
any meeting of the board of directors or of any committee of the board of
directors may be taken without a meeting, if all members of the board of
directors or committee, as the case may be, consent to the action in writing,
and the written consents are filed with the minutes of proceedings of the board
of directors or committee.

2.14 Removal. Any one or more or all of the directors may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors. Any director may be removed for cause by
the action of the directors at a special meeting called for that purpose.

2.15 Committees. The board of directors may, by resolution passed by a
majority of the whole board of directors, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee, the
member or members of the committee present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Any such committee, to the
extent provided in the resolution of the board of directors and subject to the
provisions of the Business Corporation Law of the State of New York, shall have
and may exercise all the powers and authority of the board of directors in the
management of the business and affairs of the Corporation and may authorize the
seal of the Corporation to be

affixed to all papers that may require it; but no such committee shall have the
power or authority in reference to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
shareholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the shareholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
Bylaws of the Corporation; and, unless the resolution, Bylaws or Certificate of
Incorporation expressly so provides, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock or to adopt
a certificate of ownership and merger. Each such committee shall keep minutes
and make such reports as the board of directors may from time to time request.
Except as the board of directors may otherwise determine, any committee may make
rules for the conduct of its business, but unless otherwise provided by the
directors or in such rules, its business shall be conducted as nearly as
possible in the same manner as is provided in these Bylaws for the board of
directors.

2.16 Compensation of Directors. Directors may be paid such compensation
for their services and such reimbursement for expenses of attendance at meetings
as the board of directors may from time to time determine. No such payment shall
preclude any director from serving the Corporation or any of its parent or
subsidiary corporations in any other capacity and receiving compensation for
such service.

ARTICLE 3 - Officers
--------------------

3.1 General. The officers of the Corporation shall consist of a chairman
of the board, a chief executive officer, a president, a chief operating officer,
a secretary, a treasurer and such other officers with such other titles as the
board of directors may determine, including a vice chairman of the board, and
one or more vice presidents, assistant treasurers and assistant secretaries. The
board of directors may appoint such other officers with such other powers and
duties as it may deem appropriate.

3.2 Election. The chairman of the board, chief executive officer,
president, chief operating officer, secretary and treasurer shall be elected
annually by the board of directors at its first meeting following the annual
meeting of shareholders. Other officers may be appointed by the board of
directors at such meeting or at any other meeting.

3.3 Qualification. No officer need be a shareholder. Any two or more
offices may be held by the same person.

3.4 Tenure. Except as otherwise provided by law, by the Certificate of
Incorporation or by these Bylaws, each officer shall hold office until his
successor is elected and qualified, unless a different term is specified in the
vote choosing or appointing him, or until his earlier death, resignation or
removal.

3.5 Resignation and Removal. Any officer may resign by delivering his
written resignation to the Corporation at its principal office or to the
president or secretary. Such

resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.

Any officer may be removed at any time, with or without cause, by vote of
a majority of the entire number of directors then in office.

Except as the board of directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following his resignation or removal, or any right to damages on
account of such removal, whether his compensation be by the month or by the year
or otherwise, unless such compensation is expressly provided in a duly
authorized written agreement with the Corporation.

3.6 Vacancies. The board of directors may fill any vacancy occurring in
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of president, treasurer
and secretary. Each such successor shall hold office for the unexpired term of
his predecessor and until his successor is elected and qualified, or until his
earlier death, resignation or removal.

3.7 Chairman of the Board and Vice Chairman of the Board. Unless
otherwise provided by the board of directors, the chairman of the board of
directors shall preside at all meetings of the shareholders and the board of
directors. In addition, the chairman of the board of directors shall perform
such other duties and possess such other powers as are assigned to him by the
board of directors. The board of directors may appoint a vice chairman of the
board of directors who may, in the absence or disability of the chairman,
perform the duties and exercise the powers of the chairman and perform such
other duties and possess such other powers as from time to time are authorized
by the board of directors.

3.8 Chief Executive Officer. The chief executive officer shall be the
chief executive officer of the Corporation. He shall have general supervision,
direction and control of the business and affairs of the Corporation and he
shall have and perform such other duties as from time to time may be assigned to
him by the board of directors.

3.9 President. The president shall have the general powers and duties of
supervision and management usually vested in the office of president of a
corporation. He shall preside at all meetings of the shareholders if present
thereat, and in the absence or non-election of the chairman of the board of
directors or vice-chairman of the board of directors, at all meetings of the
board of directors, and, together with the chief executive officer, shall have
general supervision, direction and control of the business and affairs of the
corporation. Except as the board of directors shall authorize the execution
thereof in some other manner, he shall execute bonds, mortgages and other
contracts on behalf of the Corporation, and shall cause the seal to be affixed
to any instrument requiring it and when so affixed the seal shall be attested by
the signature of the secretary or the treasurer or assistant secretary or an
assistant treasurer.

3.10 Chief Operating Officer. The chief operating officer shall be the
chief operating officer of the Corporation. He shall have general supervision,
direction and control of the

operations of the Corporation and he shall have and perform such other duties as
from time to time may be assigned to him by the board of directors.

3.11 Vice Presidents and Assistant Vice Presidents. Any vice president
shall perform such duties and shall have such powers as the board of directors
or the president may from time to time prescribe. The vice president (or, if
there is more than one, the vice presidents in the order determined by the board
of directors) shall discharge the duties of the president when the president,
for any reason, cannot discharge the duties of his office. The vice presidents
shall have such other powers and perform such other duties as shall be
prescribed by the directors.

Any assistant vice presidents shall perform such duties and possess such
powers as the board of directors, the president or a vice president may from
time to time prescribe.

3.12 Secretary and Assistant Secretaries. The secretary shall perform
such duties and shall have such powers as the board of directors or the
president may from time to time prescribe. In addition, the secretary shall
perform such duties and have such powers as are incident to the office of the
secretary, including without limitation, the duty and power to give notices of
all meetings of shareholders and special meetings of the board of directors, to
attend all meetings of shareholders and the board of directors and keep a record
of the proceedings, to maintain a stock ledger and prepare lists of shareholders
and their addresses as required, to be custodian of corporate records and the
corporate seal, if any, and to affix and attest to the same on documents.

Any assistant secretary shall perform such duties and possess such powers
as the board of directors, the president or the secretary may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
secretary, the assistant secretary (or if there is more than one, the assistant
secretaries in the order determined by the board of directors) shall perform the
duties and exercise the powers of the secretary.

In the absence of the secretary or any assistant secretary at any meeting
of shareholders or directors, the person presiding at the meeting shall
designate a temporary secretary to keep a record of the meeting.

3.13 Treasurer and Assistant Treasurers. The treasurer shall perform such
duties and shall have such powers as from time to time may be assigned to him by
the board of directors or the president. In addition, the treasurer shall
perform such duties and have such powers as are incident to the office of
treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the Corporation, to deposit funds of
the corporation in depositories selected in accordance with these Bylaws, to
disburse such funds as ordered by the board of directors, the president or any
vice president of the Corporation so authorized to act by specific authorization
of the board of directors, to make proper accounts of such funds, and to render,
as required by the board of directors or president, statements of all such
transactions and of the financial condition of the Corporation.

The assistant treasurers shall perform such duties and possess such
powers as the board of directors, the president or the treasurer may from time
to time prescribe. In the event of the

absence, inability or refusal to act of the treasurer, the assistant treasurer
(or if there is more than one, the assistant treasurers in the order determined
by the board of directors) shall perform the duties and exercise the powers of
the treasurer.

3.14 Salaries. Officers of the Corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the board of directors.

ARTICLE 4 - Capital Stock
-------------------------

4.1 Issuance of Stock. Unless otherwise voted by the shareholders and
subject to the provisions of the Certificate of Incorporation, the whole or any
part of any unissued balance of the authorized capital stock of the corporation
or the whole or any part of any unissued balance of the authorized capital stock
of the Corporation held in its treasury may be issued, sold, transferred or
otherwise disposed of by vote of the board of directors in such manner, for such
consideration and on such terms as the board of directors may determine.

4.2 Certificates for Stock. Every holder of stock of the Corporation
shall be entitled to have a certificate, in such form as may be prescribed by
law and by the board of directors, certifying the number and class of shares
owned by him in the Corporation. Each such certificate shall be signed by, or in
the name of the Corporation by the chairman or vice chairman, if any, of the
board of directors, or the president or a vice president, and the treasurer or
an assistant treasurer, or the secretary or an assistant secretary of the
Corporation. Any or all of the signatures on the certificate may be a facsimile.

Each certificate for shares of stock that are subject to any restriction
on transfer pursuant to the Certificate of Incorporation, the Bylaws, applicable
securities laws or any agreement among any number of shareholders or among such
holders and the Corporation shall have conspicuously noted on the face or back
of the certificate either the full text of the restriction or a statement of the
existence of such restriction.

4.3 Transfers. Except as otherwise established by rules and regulations
adopted by the board of directors, and subject to applicable laws, shares of
stock may be transferred on the books of the Corporation by the surrender to the
Corporation or its transfer agent of the certificate representing such shares
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or the authenticity of
signature as the Corporation or its transfer agent may reasonable require.
Except as may be otherwise required by law, by the Certificate of Incorporation
or by these Bylaws, the Corporation shall be entitled to treat the record holder
of stock as shown on its books as the owner of such stock for all purposes,
including the payment of dividends and the right to vote with respect to such
stock, regardless of any transfer, pledge or other disposition of such stock
until the shares have been transferred on the books of the Corporation in
accordance with the requirements of these Bylaws.

4.4 Lost, Stolen or Destroyed Certificates. The Corporation may issue a
new stock certificate in place of any previously issued certificate alleged to
have been lost, stolen or destroyed, upon such terms and conditions as the board
of directors may prescribe, including the presentation of reasonable evidence of
such loss, theft or destruction and the giving of such indemnity as the board of
directors may require for the protection of the Corporation or any transfer
agent or registrar.

4.5 Record Date. The board of directors may fix in advance a date as a
record date for the determination of the shareholders entitled to notice of or
to vote at any meeting of shareholders or to express consent (or dissent) to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action. Such record date shall not be more than 60 days prior to any other
action to which such record date relates.

If no record date is fixed, the record date for determining shareholders
entitled to notice of or to vote at a meeting of shareholders shall be at the
close of business on the day before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held. The record date for determining shareholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is necessary, shall be the day on which the
first written consent is expressed. The record date for determining shareholders
for any other purpose shall be at the close of business on the date on which the
board of directors adopts the resolution relating to such purpose.

A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders 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.

ARTICLE 5 - Indemnification
---------------------------

The Corporation shall indemnify its directors and officers to the fullest
extent permitted by the Business Corporation Law of the State of New York and
the Corporation's Certificate of Incorporation, as may be amended and
supplemented from time to time. The indemnification provided for in this Article
5 shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under any bylaw, agreement or vote of shareholders or
disinterested directors or otherwise, both as to action in their official
capacities and as to action in another capacity while holding such office, (ii)
shall continue as to a person who has ceased to be a director, officer or
trustee, and (iii) shall inure to the benefit of the heirs, executors and
administrators of such a person. The Corporation's obligation to provide
indemnification under this Article shall be offset to the extent of any other
source of indemnification or any otherwise applicable insurance coverage under a
policy maintained by the corporation or any other person.

ARTICLE 6 - General Provisions
------------------------------

6.1 Fiscal Year. The fiscal year of the Corporation shall be determined
by the board of directors.

6.2 Corporate Seal. The corporate seal, if any, shall be in such form as
shall be approved by the board of directors.

6.3 Written Notice of Meetings. Whenever written notice is required to be
given to any person pursuant to law, the Certificate of Incorporation or these
Bylaws, it may be given to such person, either personally or by sending a copy
thereof by first class mail, or by telegram, charges prepaid, to his address
appearing on the books of the Corporation, or to his business or other address
supplied by him to the Corporation for the purpose of notice. If the notice is
sent by first class mail or by telegraph, it shall be deemed to have been given
to the person entitled thereto when deposited in the United States mail or with
a telegraph office for transmission to such person. Such notice shall specify
the place, day and hour of the meeting and, in case of a special meeting of the
shareholders, the general nature of the business to be transacted.

6.4 Waiver of Notice. Whenever any notice whatsoever is required to be
given by law, by the Certificate of Incorporation or by these Bylaws, a waiver
of such notice either in writing signed by the person entitled to such notice or
such person's duly authorized attorney, or by telegraph, cable or any other
available method, whether before, at or after the time stated in such waiver, or
the appearance of such person or persons at such meeting in person or by proxy,
shall be deemed equivalent to such notice.

6.5 Voting of Securities. Except as the directors may otherwise
designate, the president or treasurer may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact for this
Corporation (with or without power of substitution) at any meeting of
shareholders of any other corporation or organization, the securities of which
may be held by this Corporation.

6.6 Evidence of Authority. A certificate by the secretary, or an
assistant secretary, or a temporary secretary, as to any action taken by the
shareholders, directors, a committee or any officer or representative of the
Corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.

6.7 Certificate Incorporation. All references in these Bylaws to the
Certificate of Incorporation shall be deemed to refer to the Amended and
Restated Certificate of Incorporation of the Corporation, as amended and in
effect from time to time.

6.8 Transactions with Interested Parties. No contract or transaction
between the Corporation and one or more of the directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of the directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the board of directors or a committee of the
board of directors that authorizes the contract or transaction or solely because
his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest as to the
contract or transaction are disclosed or are known to the board of directors or
the committee, and the board of directors or committee in good faith authorized
the contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum;

(2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the shareholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the shareholders; or

(3) The contract or transaction is fair as to the Corporation as of
the time it is authorized, approved or ratified by the board of directors, a
committee of the board of directors, or the shareholders.

Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the board of directors or of a committee that
authorizes the contract or transaction.

6.9 Severability. Any determination that any provision of these Bylaws is
for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these Bylaws.

6.10 Pronouns. All pronouns used in these Bylaws shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.

ARTICLE 7 - Amendments
----------------------

7.1 By the Board of Directors. These Bylaws may be altered, amended or
repealed or new Bylaws may be adopted by the affirmative vote of a majority of
the directors present at any regular or special meeting of the board of
directors at which a quorum is present.

7.2 By the Shareholders. These Bylaws may be altered, amended or repealed
or new Bylaws may be adopted by the affirmative vote of the holders of a
majority of the shares of the capital stock of the Corporation issued and
outstanding and entitled to vote at any regular meeting of shareholders, or at
any special meeting of shareholders, provided notice of such alteration,
amendment, repeal or adoption of new Bylaws shall have been stated in the notice
of such special meeting.

ADOPTED as of the 27th day of November, 2001.

/s/ Jack Schwartzberg
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President

ATTEST:

/s/ Shraga David Aranoff
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Secretary