BY LAWS OF

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STEMCELL GLOBAL RESEARCH, INC.

A Nevada Corporation

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Exhibit 3 (b)

By-Laws of the Company Adopted January 21, 1999

BY LAWS

STEMCELL GLOBAL RESEARCH, INC.

ARTICLE I

OFF1CES

The principal office of the Corporation in the State of Nevada shall be
located in Las Vegas, County of ▇▇▇▇▇. The Corporation may have such other
offices, either within or without the State of Nevada, as the Board of Directors
may designate or as the business of the Corporation may require from time to
time.

ARTICLE II

SHAREHOLDERS

SECTION 1: Annual Meeting. The annual meeting of the shareholders shall

be held on the first day in the month of January in each year, beginning with

the year 2000, at the hour of one o'clock p.m., for the purpose of electing

Directors and for the transaction of such other business as may come before the

meeting. If the day fixed for the annual meeting shall be a legal holiday, such

meeting shall be held on the next business day. If the election of Directors

shall not be held on the day designated herein for any annual meeting of the

shareholders, or at any adjournment thereof, the Board of Directors shall cause

the election to be held at a special meeting of the shareholders as soon

thereafter as soon as conveniently may be.

SECTION 2. Special Meetings. Special meetings of the shareholders, for

any purpose or purposes, unless otherwise prescribed by statute, may be called

by the President or by the Board of Directors, and shall be called by the

President at the request of the holders of not less than fifty percent (50%) of

all the, outstanding shares of the Corporation entitled to vote At the meeting.

SECTION 3. Place of Meeting. The Board of Directors may designate any

place, either within or without the State of Nevada, unless otherwise prescribed

by statute, as the place of meeting for any annual meeting or for any special

meeting. A waiver of notice signed by all shareholders entitled to vote at a

meeting may designate any place, either within or without the State of Nevada,

unless otherwise prescribed by statute, as the place for the, holding of such

meeting. If no designation is made, the place of the meeting will be the

principal office of the Corporation.

SECTION 4. Notice of Meeting. Written notice stating the place, day and

hour of the meeting and, in case of a special meeting, the purpose or purposes

for which the meeting is called, shall unless otherwise prescribed by statute,

be delivered not less than ten (10) days nor more than sixty (60) days before

the date of the meeting, to each shareholder of record entitled to vote at such

meeting. If mailed, such notice shall be deemed to be delivered when deposited

in the United States mail, addressed to the shareholder at his/her address as it

appears on the stock transfer books of the Corporation, with postage thereon

prepaid.

SECTION 5. Closing of Transfer Books or Fixing of Record. For the

purpose of determining shareholders entitled to notice of or to vote at any

meeting of shareholders or any adjournment thereof, or shareholders entitled to

receive payment of any dividend, or in order to make a determination of

shareholders for any other proper purpose, the Board of Directors of the

Corporation may provide that the stock transfer books shall be closed for a

stated period, but not to exceed in any case fifty (50) days. If the stock

transfer books shall be closed for the purpose of determining shareholders

entitled to notice of or to vote at a meeting of shareholders, such books shall

be closed for at least ten (10) days immediately preceding such meeting. In lieu

of closing the stock transfer books, the Board of Directors may fix in advance a

date as the record date for any such determination of shareholders, such date in

any case to be. not more than fifty (50) days and, in case of a meeting of

shareholders, not less than ten (10) days prior to the date. on which. the

particular action requiring such. determination of shareholders is to be taken.

If the stock transfer books are not closed and no record date is fixed for

determination of shareholders entitled to notice of or to vote at a meeting of

shareholders, or shareholders entitled to receive payment of a dividend, the

date on which notice of the meeting is mailed or the date on which the

resolution of the Board of Directors declaring such dividend is adopted, as the

case may be, shall be the record date for such determination of shareholders.

When a determination of shareholders entitled to vote at any meeting of

shareholders has been made as provided in this section, such determination shall

apply to any adjournment thereof.

SECTION 6. Voting Lists. The officer or agent having charge of the

stock transfer books for shares of the Corporation shall make a complete list of

the shareholders entitled to vote at each meeting of shareholders or at any

adjournment thereof, arranged in alphabetical order, with the address of and the

number of shares held by each. Such list shall be produced and kept open at the

time and place of the meeting and shall be subject to the inspection of any

shareholder during the whole time of the meeting for the purposes thereof.

SECTION 7. Quorum. A majority of the outstanding shares of the

Corporation entitled to vote, represented in person or by proxy, shall

constitute a quorum at a meeting of shareholders. If less than a majority of the

outstanding shares are represented at a meeting, a majority of the shares so

represented may adjourn the meeting from time to time without further notice. At

such adjourned meeting at which a quorum shall be present or represented, any

business may be transacted which might have been transacted at the meeting as

originally noticed. The shareholders present at a duly organized meeting may

continue to transact business until adjournment, notwithstanding the withdrawal

of enough shareholders to leave less than a quorum.

SECTION 8. Proxies. At all meetings of shareholders, a shareholder may

vote in person or by proxy executed in writing by the shareholder by his/her

duly authorized attorney-in-fact. Such proxy shall be filed with the secretary

of the Corporation before or at the time of the meeting.

SECTION 9. Voting of Shares. Each outstanding share entitled to vote

shall be entitled to one vote upon each matter -submitted to a vote at a meeting

of shareholders.

SECTION 10. Voting of Shares by Certain Holders. Shares standing in the

name of another corporation may be voted by such officer, agent or proxy as the

Bylaws of such corporation may prescribe or, in the absence of such provision,

as the Board of Directors of such corporation may determine. Shares held by an

administrator, executor, guardian or conservator may be voted by him, either in

person or by proxy, without a transfer of such shares into his name. Shares

standing in the name of a trustee may be voted by him, either in person or by

proxy, but no trustee shall be entitled to vote shares held by him without a

transfer of such shares into his name. Shares standing in the name of a receiver

may be voted by such receiver, and the shares held by or under the control of a

receiver may be voted by such receiver without the transfer thereof into his

name if authority to do so be contained in an appropriate order of the court by

which such receiver was appointed. A shareholder whose shares are pledged shall

be entitled to vote such shares until the shares have been transferred into the

name of the pledgee, and thereafter the pledgee shall be entitled to vote the

shares so transferred. Shares of its own stock belonging to the Corporation

shall not be voted, directly or indirectly, at any meeting, and shall not be

counted in determining the total number of outstanding shares at any given time.

SECTION 11. Informal Action by Shareholders. Unless otherwise- provided

by law, any action required to be taken at a meeting of the shareholders, or any

other action which may be taken at a meeting of the shareholders, may be taken

without a meeting if a consent in writing, setting forth the action so taken,

shall be signed by all of the shareholders entitled to vote with respect to the

subject matter thereof

ARTICLE III

BOARD OF DIRECTORS

SECTION 1. General Powers. The Board of Directors shall be responsible

for the control and management of the affairs, property and interests of the

Corporation and may exercise all powers of the Corporation, except as are in the

Articles of Incorporation or by statute expressly conferred upon or reserved to

the shareholders.

SECTION 2. Number, Tenure and Qualifications. The number of directors

of the Corporation shall be fixed by the Board of Directors, but in no event

shall be less than one (1). Each director shall hold office until the next

annual meeting of shareholders. and until his/her successor shall have been

elected and qualified.

SECTION 3. Regular Meetings. A regular meeting of the Board of

Directors shall be held without other notice than this Bylaw immediately after,

and at the same place as, the annual meeting of shareholders. The Board of

Directors may provide, by resolution, the time and place for the holding of

additional regular meetings without notice other than such resolution.

SECTION 4. Special Meetings. Special meetings of the Board of Directors

may be called by or at the request of the President or any two directors. The

person or persons authorized to call special meetings of the Board of Directors

may fix the place for holding any special meeting of the Board of Directors

called by them.

SECTION 5. Notice. Notice of any special meeting shall be given at

least one (1) day previous thereto by written notice delivered personally or

mailed to each director at his business address, or by telegram. If mailed, such

notice shall be deemed to be delivered when deposited in the United States mail

so addressed, with postage thereon prepaid. If notice be given by telegram, such

notice shall be deemed to be delivered when the notice be given to the telegraph

company. Any directors may waive notice of any meeting. 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 transaction of any business because the meeting is not lawfully called or

convened.

SECTION 6. Quorum. A majority of the number of directors fixed by

Section 2 of this Article shall constitute a quorum for the transaction of

business at any meeting of the Board of Directors, but if less than such

majority is present at a meeting, a majority of the directors present may

adjourn the meeting from time to time without further notice.

SECTION 7. Telephonic Meeting. A meeting of the Board, of Directors may

be had by means of a telephone conference or similar communications equipment by

which all persons participating in the meeting can hear each other, and the

participation in a meeting under such circumstances shall constitute presence at

the meeting.

SECTION 8. Manner of Acting. The act of the majority of the directors

present at a meeting at which a quorum is present shall be the act of the Board

of Directors.

SECTION 9. Action Without a Meeting. Any action that may be taken by

the Board of Directors at a meeting may be taken without a meeting if a consent

in writing, setting forth the action so to be taken, shall be signed before such

action by all of the directors.

SECTION 10. Vacancies. Any vacancy occurring in the Board of Directors

may be filled by the affirmative vote of a majority of the remaining directors

though less than a quorum of the Board of Directors, unless otherwise provided

by law. A director elected to fill a vacancy shall be elected for the unexpired

term of his/her predecessor in office. Any directorship to be filled by reason

of an increase in the number of directors may be filled by election by the Board

of Directors for a term of office continuing only until the next election of

directors by the shareholders.

SECTION 11. Resignation. Any director may resign at any time by giving

written notice to the Board of Directors, the President or the Secretary of the

Corporation. Unless otherwise specified in such written notice such resignation

shall take effect upon receipt thereof by the Board of Directors or such

officer, and the acceptance of such resignation shall not be necessary to make

it effective.

SECTION 12. Removal. Any director may be removed with or without cause

at any time by the affirmative vote of shareholders holding of record in the

aggregate at least a majority of the outstanding shares of stock of the

Corporation at a special meeting of the shareholders called for that purpose,

and may be removed for cause by action of the Board.

SECTION 13. Compensation. By resolution of the Board of Directors, each

director may be paid for his/her expenses, if any, of attendance at each meeting

of the Board of Directors, and may be paid a stated salary as director or

a fixed sum for attendance at each meeting of the Board of Directors or both.

No such payment shall preclude any director from serving the Corporation in any

other capacity and receiving compensation therefor..

SECTION 14. Contracts. No contract or other transaction between this

Corporation and any other corporation shall be impaired, affected or

invalidated, nor shall any director be liable in any way by reason of the fact

that one or more of the directors of this Corporation is or are interested in,

or is a director or officer, or are directors or officers of such other

corporations, provided that such facts are disclosed or made known to the Board

of Directors, prior to their authorizing such transaction. Any director,

personally and individually, may be a party to or may be interested in any

contract or transaction of this Corporation, and no directors shall be liable in

any way by reason of such interest, provided that the fact of such interest be

disclosed or made known to the Board of Directors prior to their authorization

of such contract or transaction, and provided that the Board of Directors shall

authorize, approve or ratify such contract or transaction by the vote (not

counting the vote of any such Director) of a majority of a quorum,

notwithstanding the presence of any such director at the meeting at which such

action is taken. Such director or directors may be counted in determining the

presence of a quorum at such meeting. This Section shall not be construed to

impair, invalidate or in any way affect any contract or other transaction which

would otherwise be valid under the law (common, statutory or otherwise)

applicable thereto.

SECTION 15. Committees. The Board of Directors, by resolution adopted

by a majority of the entire Board, may from time to time designate from among

its members an executive committee and such other committees, and alternate

members thereof, as they may deem desirable, with such powers and authority (to

the extent permitted by law) as may be provided in such resolution. Each such

committee shall serve at the pleasure of the Board.

SECTION 16. Presumption of Assent. A director of the Corporation who is

present at a meeting of the Board of Directors at which action on any corporate

matter is taken shall be presumed, to. have assented to the action taken unless

his/her dissent shall be entered into the minutes of the meeting or unless

he/she shall file written dissent to such action with the person acting as the

Secretary of the meeting before the adjournment thereof, or shall forward such

dissent by registered mail to the Secretary of the Corporation immediately after

the adjournment of the meeting. Such right to dissent shall not apply to a

director who voted in favor of such action.

ARTICLE IV

OFFICERS

SECTION 1. Number. The officers of the Corporation shall be a

President, one or more Vice Presidents, a Secretary, and a Treasurer, each of

whom shall be elected by the Board of Directors. Such other officers and

assistant officers as may be deemed necessary may be elected or appointed by the

Board of Directors, including a Chairman of the Board. In its discretion, the

Board of Directors may leave unfilled for any such period as it may determine

any office except those of President and Secretary Any two or more offices may

be held by the same person. Officers may be directors or shareholders of the

Corporation.

SECTION 2. Election and Term of Office. The officers of the Corporation

to be elected by the Board, of Directors shall be elected annually by the Board

of Directors at the first meeting of the Board of Directors held after each

annual meeting of the shareholders. If the election of officers shall not be

held at such meeting, such election shall be held as soon thereafter as

conveniently may be. Each officer shall hold office until his/her successor

shall have been duly elected and shall have qualified, or until his/her death,

or until he/she shall resign or shall have been removed in the manner

hereinafter provided.

SECTION 3. Resignation. Any officer may resign at any time by giving

written notice of such resignation to the Board of Directors, or to the

President or the Secretary of the Corporation. Unless otherwise specified in

such written notice, such resignation shall take effect upon receipt thereof by

the Board of Directors. or by such officer, and the acceptance of such

resignation shall not be necessary to make it effective.

SECTION 4. Removal. Any officer or agent may be removed by the Board of

Directors whenever, in its judgment, the best interests of the Corporation will

be served. thereby, but such removal shall be without prejudice to the contract

rights, if any, of the person so removed. Election or appointment of an officer

or agent shall not of itself create contract. rights, and such appointment shall

be terminable at will.

SECTION 5. Vacancies. A vacancy in any office because of death,

resignation, removal, disqualification or otherwise, may be filled by the Board

of Directors for the unexpired portion of the term.

SECTION 6. President. 'Me President shall be the principal executive

officer of the Corporation and, subject to the control of the Board of

Directors, shall in general supervise and control all of the business and

affairs of the Corporation. He/she shall, when present, preside at all meetings

of the shareholders and of the Board of Directors, unless there is a Chairman of

the Board, in which case the Chairman will preside. The President may sign, with

the Secretary or any other proper officer of the Corporation thereunto

authorized by the Board of Directors, certificates for shares of the

Corporation, any deeds, mortgages, bonds, contracts, or other instruments which

the Board of Directors has authorized to be executed, except in cases where the

signing and execution thereof shall be expressly delegated by the Board of

Directors or by these Bylaws to some other officer or agent of the Corporation,

or shall be required by law to be otherwise signed or executed; and in general

shall perform 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.

SECTION 7. Vice President. In the absence of the President or in event

of his/her death, inability or refusal to act, the Vice President shall perform

the duties of the President, and when so acting, shall have all the powers of

and be subject to all the restrictions upon the President. The Vice President

shall perform such other duties as from time to time may be assigned by the

President or by the Board of Directors. If there is more than one Vice

President, each Vice President shall succeed t the duties of the President in

order of rank as determined by the Board of Directors. If no such rank has been

determined, then each Vice President shall succeed to the duties of the

President in order of date of election, the earliest date having first rank.

SECTION 8. Secretary. The Secretary shall: (a) keep the minutes of the

proceedings of the shareholders and of the Board of. Directors in one or more

minute book provided for that purpose; (b) see that all notices are duly given

in accordance with the provisions of these Bylaws or as required by law; (c) be

custodian of the corporate records and of the seal of the Corporation and see

that the seal of the Corporation is affixed to all documents, the execution of

which on behalf of the Corporation under its seal is duly authorized; (d) keep a

to the Secretary by such shareholder; (e) sign with the president certificates

for shares of the Corporation, the issuance of which shall have been authorized

by resolution of the Board of Directors; (f) have general charge of the stock

transfer books of the Corporation; and (g) in general perform all duties

incident to the office of the Secretary and such other duties as from time to

time may be assigned by the President or by the Board of Directors.

SECTION 9. Treasurer. The Treasurer shall: (a) have charge and custody

of and be responsible for all funds and securities of the Corporation; (b)

receive and give receipts for moneys due and payable to the Corporation from any

source whatsoever, and deposit all such moneys in the name of the Corporation in

such banks, trust companies or other depositories as shall be selected in

accordance with the provisions of Article VI of these Bylaws; and (c) in general

perform all of the duties incident t 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.

SECTION 10. 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/she is also a director of

the corporation.

SECTION 11. Sureties and Bonds. In case the Board of Directors shall so

require any officer, employee or agent of the Corporation shall execute to the

Corporation a bond in such sum, and with such surety or sureties as the Board of

Directors may direct, conditioned upon the faithful performance of his/her

duties to the Corporation, including responsibility for negligence for the

accounting for' all property, funds or securities of the Corporation which may

come into his/her hands.

SECTION 12. Shares of Stock of Other Corporations. Whenever the

Corporation is the holder of shares of stock of any other corporation, any right

of power of the Corporation as such shareholder (including the attendance,

acting and voting. at shareholders' meetings and execution of waivers, consents,

proxies or other instruments) may be exercised on behalf of the Corporation by

the President, any Vice President or such other person as the Board of directors

may authorize.

ARTICLE V

INDEMNITY

The Corporation shall indemnify its directors, officers and employees

as follows:

Every director, officer, or employee of the Corporation shall be

indemnified by the Corporation against all expenses and liabilities, including

counsel fees, reasonably incurred by or imposed upon him/her in connection with

any proceeding to which he/she may be made a party, or in which he/she may

become involved, by reason of being or having been a director, officer, employee

or agent of the Corporation or is or was serving at the request of the

Corporation as a director, officer, employee or agent of the Corporation,

partnership, joint venture, trust or enterprise, or any settlement thereof,

whether or not he/she is a director, officer, employee or agent at the time such

expenses are incurred, except in such cases wherein the director, officer,

employee or agent is adjudged guilty of willful misfeasance or malfeasance in

the performance of his/her duties; provided that in the event of a settlement

the indemnification herein shall apply only when the Board of Directors approves

such settlement and reimbursement as being for the best interests of the

Corporation.

The Corporation shall provide to any person who is or was a director,

officer, employee or agent of the Corporation or is or was serving at the

request of the Corporation -as a director, officer, employee or agent of the

corporation, partnership, joint venture, trust or enterprise, the indemnity

against expenses of a suit, litigation or other proceedings which is

specifically permissible under applicable law.

The Board of Directors may, in its discretion, direct the purchase of

liability insurance by way of implementing the provisions of this Article.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. 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 in 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 depositories as the Board of Directors

may select.

ARTICLE VII

SHARES OF STOCK

SECTION 1. Certificates for Shares. Certificates representing shares of

the Corporation shall be in such a form as shall be determined by the Board of

Directors. Such certificates shall be signed by the President and by the

Secretary or by such other officers authorized by law and by the. Board of

Directors to do so,_ and sealed with the corporate seal. All certificates for

shares -shall be consecutively numbered or otherwise identified. The name and

address of the person to whom the shares represented thereby are issued, with

the number of shares and date of issue, shall be entered on the stock transfer

books of the Corporation. All certificates surrendered to the Corporation for

transfer shall be canceled and no new certificate shall be issued until the

former certificate for a like number of shares shall have been surrendered and

canceled, except that in the case of a lost, destroyed or mutilated certificate,

a new one may be issued therefor upon such terms and indemnity to the

Corporation as the Board of Directors may prescribe.

SECTION 2. Transfer of Shares. Transfer of shares of the Corporation

shall be made only on the stock transfer books of the Corporation by the holder

of record thereof or by his/her legal representative, who shall furnish proper

evidence of authority to transfer, or by his/her attorney thereunto authorized

by power of attorney duly executed and filed with the Secretary of the

Corporation, and on surrender for cancellation of the certificate for such

shares. The person in whose name shares stand o the books of the Corporation

shall be deemed by the Corporation to be the owner thereof for all purposes.

Provided, however, that upon any action undertaken by the shareholders to elect

S Corporation status pursuant to Section 1362 of the Internal Revenue Code and

upon any shareholders' agreement thereto restricting the transfer of said shares

so as to disqualify said S Corporation status, said restriction on transfer

shall be made a part of the Bylaws so long as said agreement is in force and

effect.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of

January and end on the thirty first day of December of each year.

ARTICLE IX

DIVIDENDS

The Board of Directors may from time to time declare, and the

corporation may pay, dividends on its outstanding shares in the manner and upon

the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE X

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be

circular in form and shall have inscribed thereon the name of the Corporation

and the state of incorporation and the words "Corporate Seal".

ARTICLE XI

WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be

given to any shareholder or director of the Corporation under the provisions of

these Bylaws or under the provisions of the Articles of Incorporation or under

the provisions of the applicable Business Corporation Act, a waiver thereof in

writing, signed by the person or persons entitled to such notice, whether before

or after the time stated therein, shall be deemed equivalent to the giving of

such notice.

ARTICLE XII

AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be

adopted by the Board of Directors at any regular or special meeting of the Board

of Directors.

The above Bylaws are certified to have been adopted by the Board of

Directors of the Corporation on the 21st day of January, 1999.

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Secretary

BY LAWS OF

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