AMENDED AND RESTATED
 
                                    BY-LAWS
 
 
 
                                      OF
 
 
 
                                NEOPHARM, INC.
 
                    (as amended through September 7, 2004)
 
 
 
 
 
 
 
<PAGE>
 
 
 
 
                               TABLE OF CONTENTS
 
 
ARTICLE I  CORPORATE OFFICES..................................................4
   1.1      REGISTERED OFFICE.................................................4
   1.2      OTHER OFFICES.....................................................4
ARTICLE II MEETINGS OF STOCKHOLDERS...........................................4
   2.1      PLACE OF MEETINGS.................................................4
   2.2      ANNUAL MEETING....................................................4
   2.3      SPECIAL MEETING...................................................5
   2.4      ADVANCE NOTICE PROCEDURES; NOTICE OF STOCKHOLDERS' MEETINGS.......5
   2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE......................7
   2.6      QUORUM............................................................7
   2.7      ADJOURNED MEETING; NOTICE.........................................7
   2.8      VOTING............................................................7
   2.9      WAIVER OF NOTICE..................................................8
   2.10     STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING...........8
   2.11     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING........................8
   2.12     PROXIES...........................................................9
   2.13     LIST OF STOCKHOLDERS ENTITLED TO VOTE............................ 9
   2.14     RECORD DATE FOR ACTIONS BY WRITTEN CONSENT OF STOCKHOLDERS.......10
ARTICLE III DIRECTORS........................................................10
   3.1      POWERS...........................................................10
   3.2      NUMBER OF DIRECTORS..............................................11
   3.3      ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS..........11
   3.4      RESIGNATION AND VACANCIES........................................11
   3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE.........................12
   3.6      FIRST MEETINGS...................................................12
   3.7      REGULAR MEETINGS.................................................13
   3.8      SPECIAL MEETINGS; NOTICE.........................................13
   3.9      QUORUM...........................................................13
   3.10     WAIVER OF NOTICE.................................................13
   3.11     ADJOURNED MEETING; NOTICE........................................14
   3.12     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING................14
   3.13     FEES AND COMPENSATION OF DIRECTORS...............................14
   3.14     APPROVAL OF LOANS TO OFFICERS....................................14
   3.15     REMOVAL OF DIRECTORS.............................................14
ARTICLE IV COMMITTEES........................................................15
   4.1      COMMITTEES OF DIRECTORS..........................................15
   4.2      COMMITTEE MINUTES................................................16
   4.3      MEETINGS AND ACTION OF COMMITTEES................................16
ARTICLE V OFFICERS...........................................................16
   5.1      OFFICERS.........................................................16
   5.2      ELECTION OF OFFICERS.............................................16
   5.3      SUBORDINATE OFFICERS.............................................16
   5.4      REMOVAL AND RESIGNATION OF OFFICERS..............................17
   5.5      VACANCIES IN OFFICES.............................................17
   5.6      CHAIRMAN OF THE BOARD............................................17
   5.7      PRESIDENT........................................................17
   5.8      VICE PRESIDENT...................................................17
   5.9      SECRETARY........................................................18
   5.10     TREASURER........................................................18
   5.11     ASSISTANT SECRETARY..............................................19
   5.12     ASSISTANT TREASURER..............................................19
   5.13     AUTHORITY AND DUTIES OF OFFICERS.................................19
ARTICLE VI INDEMNITY.........................................................19
   6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS........................19
   6.2      INDEMNIFICATION OF OTHERS........................................20
   6.3      INSURANCE........................................................20
ARTICLE VII RECORDS AND REPORTS..............................................20
   7.1      MAINTENANCE AND INSPECTION OF RECORDS............................20
   7.2      INSPECTION BY DIRECTORS..........................................21
   7.3      ANNUAL STATEMENT TO STOCKHOLDERS.................................21
   7.4      REPRESENTATION OF SHARES OF OTHER CORPORATIONS...................21
ARTICLE VIII GENERAL MATTERS.................................................22
   8.1      CHECKS...........................................................22
   8.2      EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.................22
   8.3      STOCK CERTIFICATES; PARTLY PAID SHARES...........................22
   8.4      SPECIAL DESIGNATION ON CERTIFICATES..............................23
   8.5      LOST CERTIFICATES................................................23
   8.6      CONSTRUCTION; DEFINITIONS........................................23
   8.7      DIVIDENDS........................................................23
   8.8      FISCAL YEAR......................................................24
   8.9      SEAL.............................................................24
   8.10     TRANSFER OF STOCK................................................24
   8.11     STOCK TRANSFER AGREEMENTS........................................24
   8.12     REGISTERED STOCKHOLDERS..........................................24
ARTICLE IX AMENDMENTS........................................................25
ARTICLE X DISSOLUTION........................................................25
ARTICLE XI CUSTODIAN.........................................................26
   11.1     APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES......................26
   11.2     DUTIES OF CUSTODIAN..............................................26
 
 
<PAGE>
 
 
 
 
                                    BY-LAWS
 
                                      OF
 
                                NEOPHARM, INC.
 
 
 
                                   ARTICLE I
 
                               CORPORATE OFFICES
 
         1.1 REGISTERED OFFICE
 
         The registered office of the corporation shall be in the City of
Wilmington, County of New Castle, State of Delaware. The name of the
registered agent of the corporation at such location is Corporation Trust
Company.
 
         1.2 OTHER OFFICES
 
         The board of directors may at any time establish other offices at any
place or places where the corporation is qualified to do business.
 
                                  ARTICLE II
 
                           MEETINGS OF STOCKHOLDERS
 
         2.1 PLACE OF MEETINGS
 
         Meetings of stockholders shall be held at any place, within or
outside the State of Delaware, designated by the board of directors. In the
absence of any such designation, stockholders' meetings shall be held at the
registered office of the corporation.
 
         2.2 ANNUAL MEETING
 
         The annual meeting of stockholders shall be held each year on a date
and at a time designated by the board of directors. In the absence of such
designation, the annual meeting of stockholders shall be held on the 18th of
June in each year at 10:00 a.m. However, if such day falls on a legal holiday,
then the meeting shall be held at the same time and place on the next
succeeding full business day. At the meeting, directors shall be elected and
any other proper business may be transacted.
 
         2.3 SPECIAL MEETING
 
         A special meeting of the stockholders may be called at any time by
the board of directors, but such special meetings may not be called by any
other person or persons.
 
         No business may be transacted at such special meeting other than the
business specified in such notice to stockholders. Nothing contained in this
paragraph of this Section 2.3 shall be construed as limiting, fixing, or
affecting the time when a meeting of stockholders called by action of the
board of directors may be held.
 
         2.4 ADVANCE NOTICE PROCEDURES; NOTICE OF STOCKHOLDERS' MEETINGS
 
         (i) At an annual meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the meeting. To
be properly brought before an annual meeting, business must be: (A) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the board of directors, (B) otherwise properly brought before the
meeting by or at the direction of the board of directors, or (C) otherwise
properly brought before the meeting by a stockholder. For business to be
properly brought before an annual meeting by a stockholder, the stockholder
must have given timely notice thereof in writing to the secretary of the
corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the corporation not
less than one hundred twenty (120) calendar days before the one year
anniversary of the date on which the corporation first mailed its proxy
statement to stockholders in connection with the previous year's annual
meeting of stockholders; provided, however, that in the event that no annual
meeting was held in the previous year or the date of the annual meeting has
been changed by more than thirty (30) days from the date of the prior year's
meeting, notice by the stockholder to be timely must be so received not later
than the close of business on the later of one hundred twenty (120) calendar
days in advance of such annual meeting and ten (10) calendar days following
the date on which public announcement of the date of the meeting is first
made. A stockholder's notice to the secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting: (a) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting,
(b) the name and address, as they appear on the corporation's books, of the
stockholder proposing such business, (c) the class and number of shares of the
corporation that are beneficially owned by the stockholder, (d) any material
interest of the stockholder in such business, and (e) any other information
that is required to be provided by the stockholder pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the "1934 Act"), in his
capacity as a proponent to a stockholder proposal. Notwithstanding the
foregoing, in order to include information with respect to a stockholder
proposal in the proxy statement and form of proxy for a stockholder's meeting,
stockholders must provide notice as required by the regulations promulgated
under the 1934 Act. Notwithstanding anything in these by-laws to the contrary,
no business shall be conducted at any annual meeting except in accordance with
the procedures set forth in this paragraph (i). The chairman of the annual
meeting shall, if the facts warrant, determine and declare at the meeting that
business was not properly brought before the meeting and in accordance with
the provisions of this paragraph (i), and, if he should so determine, he shall
so declare at the meeting that any such business not properly brought before
the meeting shall not be transacted.
 
         (ii) Only persons who are nominated in accordance with the procedures
set forth in this paragraph (ii) shall be eligible for election as directors.
Nominations of persons for election to the board of directors of the
corporation may be made at a meeting of stockholders by or at the direction of
the board of directors or by any stockholder of the corporation entitled to
vote in the election of directors at the meeting who complies with the notice
procedures set forth in this paragraph (ii). Such nominations, other than
those made by or at the direction of the board of directors, shall be made
pursuant to timely notice in writing to the secretary of the corporation in
accordance with the provisions of paragraph (i) of this Section 2.4. Such
stockholder's notice shall set forth (a) as to each person, if any, whom the
stockholder proposes to nominate for election or re-election as a director:
(A) the name, age, business address and residence address of such person, (B)
the principal occupation or employment of such person, (C) the class and
number of shares of the corporation that are beneficially owned by such
person, (D) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nominations are to be made by the
stockholder, and (E) any other information relating to such person that is
required to be disclosed in solicitations of proxies for elections of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the 1934 Act (including without limitation such person's written consent
to being named in the proxy statement, if any, as a nominee and to serving as
a director if elected); and (b) as to such stockholder giving notice, the
information required to be provided pursuant to paragraph (i) of this Section
2.4. At the request of the board of directors, any person nominated by a
stockholder for election as a director shall furnish to the secretary of the
corporation that information required to be set forth in the stockholder's
notice of nomination which pertains to the nominee. No person shall be
eligible for election as a director of the corporation unless nominated in
accordance with the procedures set forth in this paragraph (ii). The chairman
of the meeting shall, if the facts warrant, determine and declare at the
meeting that a nomination was not made in accordance with the procedures
prescribed by these by-laws, and if he should so determine, he shall so
declare at the meeting, and the defective nomination shall be disregarded.
 
         These provisions shall not prevent the consideration and approval or
disapproval at an annual meeting of reports of officers, directors and
committees of the board of directors, but in connection therewith no new
business shall be acted upon at any such meeting unless stated, filed and
received as herein provided. Notwithstanding anything in these by-laws to the
contrary, no business brought before a meeting by a stockholder shall be
conducted at an annual meeting except in accordance with procedures set forth
in this Section 2.4.
 
         (iii) All notices of meetings of stockholders shall be sent or
otherwise given in accordance with Section 2.5 of these by-laws not less than
10 nor more than 60 days before the date of the meeting to each stockholder
entitled to vote at such meeting. The notice shall specify the place, if any,
date and hour of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called.
 
         2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
 
         Written notice of any meeting of stockholders, if mailed, is given
when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation. An
affidavit of the secretary or an assistant secretary or of the transfer agent
of the corporation that the notice has been given shall, in the absence of
fraud, be prima facie evidence of the facts stated therein.
 
         2.6 QUORUM
 
         The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum is not present or represented at any
meeting of the stockholders, then the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present or represented. At such adjourned meeting
at which a quorum is present or represented, any business may be transacted
that might have been transacted at the meeting as originally noticed.
 
         2.7 ADJOURNED MEETING; NOTICE
 
         When a meeting is adjourned to another time or place, unless these
bylaws otherwise require, notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the corporation may transact
any business that might have been transacted at the original meeting. If the
adjournment is for more than thirty (30) days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
 
         2.8 VOTING
 
         The stockholders entitled to vote at any meeting of stockholders
shall be determined in accordance with the provisions of Section 2.11 of these
bylaws, subject to the provisions of Sections 217 and 218 of the General
Corporation Law of Delaware (relating to voting rights of fiduciaries,
pledgers and joint owners of stock and to voting trusts and other voting
agreements).
 
         Except as may otherwise be provided in the certificate of
incorporation, each stockholder shall be entitled to one vote for each share
of capital stock held by such stockholder.
 
         2.9 WAIVER OF NOTICE
 
         Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of incorporation or
these bylaws, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting 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. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in any
written waiver of notice unless so required by the certificate of
incorporation or these bylaws.
 
         2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
 
         Unless otherwise provided in the certificate of incorporation, any
action required by this chapter to be taken at any annual or special meeting
of stockholders of a corporation, or any action that may be taken at any
annual or special meeting of such stockholders, 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
stock 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.
 
         Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders
who have not consented in writing. If the action which is consented to is such
as would have required the filing of a certificate under any section of the
General Corporation Law of Delaware if such action had been voted on by
stockholders at a meeting thereof, then the certificate filed under such
section shall state, in lieu of any statement required by such section
concerning any vote of stockholders, that written notice and written consent
have been given as provided in Section 228 of the General Corporation Law of
Delaware.
 
         2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING
 
         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 stock or for the purpose of any other
lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action;
provided that the establishment of a record date in respect of expression of
consents to corporate action in writing without a meeting shall be governed by
Section 2.14 of these By-Laws.
 
         If the board of directors does not so fix a record date:
 
                  (i) The record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding
the day on which the meeting is held.
 
                  (ii) The record date for determining stockholders for
any other purpose shall be at the close of business on the day on which the
board of directors adopts the resolution relating thereto.
 
         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.
 
         2.12 PROXIES
 
         Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting
may authorize another person or persons to act for him by a written proxy,
signed by the stockholder and filed with the secretary of the corporation, but
no such proxy shall be voted or acted upon after seven (7) years from its
date, unless the proxy provides for a longer period. A proxy shall be deemed
signed if the stockholder's name is placed on the proxy (whether by manual
signature, typewriting, telegraphic transmission or otherwise) by the
stockholder or the stockholder's attorney-in-fact. The revocability of a proxy
that states on its face that it is irrevocable shall be governed by the
provisions of Section 212(c) of the General Corporation Law of Delaware.
 
         2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE
 
         The officer who has charge of the stock ledger of the corporation
shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
 
         2.14 RECORD DATE FOR ACTIONS BY WRITTEN CONSENT OF STOCKHOLDERS
 
         In order that the corporation may determine the holders of any class
of stock or series thereof entitled to express consent to corporate action in
writing without a meeting, and so that the Board has adequate notice to
provide for an orderly process for any action taken by written consent by the
holders of any class of stock or series thereof, the Board 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, 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 (or such later date as the holders of any
class of stock or series thereof may request). Any holder of any class of
stock or series thereof of record seeking to have the holders of any class of
stock or series thereof authorize or take corporate action by written consent
shall, by written notice to the Secretary of the corporation, request the
Board to fix a record date. The Board shall promptly, but in all events within
ten (10) days after the date on which such a request is received, adopt a
resolution fixing the record date. If no record date has been fixed by the
Board within ten (10) days after the date on which such request is received,
the record date for determining the holders of any class of stock or series
thereof entitled to consent to corporate action in writing without a meeting,
when no prior action by the Board is required by applicable law, shall be the
first date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Secretary of the corporation at its
principal executive offices. Delivery shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board and prior action by the Board is required by applicable law, the
record date for determining the holders of any class of stock or series
thereof entitled to consent to corporate action in writing without a meeting
shall be at the close of business on the date on which the Board adopts the
resolution taking such prior action.
 
                                 ARTICLE III
 
                                   DIRECTORS
 
         3.1 POWERS
 
         Subject to the provisions of the General Corporation Law of Delaware
and any limitations in the certificate of incorporation or these bylaws
relating to action required to be approved by the stockholders or by the
outstanding shares, the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by or under the direction
of the board of directors.
 
         3.2 NUMBER OF DIRECTORS
 
         The number of directors of the Corporation shall not be less than
three (3) and not more than nine (9). Within the foregoing limits, the number
of directors serving on the board of directors shall be determined from time
to time by resolution of the board of directors; provided, however, that no
reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires.
 
         3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS
 
         Except as provided in Section 3.4 of these bylaws, directors shall be
elected at each annual meeting of stockholders to hold office until the next
annual meeting. Directors need not be stockholders unless so required by the
certificate of incorporation or these bylaws, wherein other qualifications for
directors may be prescribed. Each director, including a director elected to
fill a vacancy, shall hold office until his successor is elected and qualified
or until his earlier resignation or removal.
 
         Elections of directors need not be by written ballot.
 
         3.4 RESIGNATION AND VACANCIES
 
         Any director may resign at any time upon written notice to the
corporation. When one or more directors so resigns and the resignation is
effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as provided in this section in the filling of other vacancies.
 
         Unless otherwise provided in the certificate of incorporation or
these bylaws:
 
                  (i) Vacancies and newly created directorships resulting
from any increase in the authorized number of directors elected by all of 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.
 
                  (ii) Whenever the holders of any class or classes of
stock or series thereof are entitled to elect one or more directors by the
provisions of the certificate of incorporation, vacancies and newly created
directorships of such class or classes or series may be filled by a majority
of the directors elected by such class or classes or series thereof then in
office, or by a sole remaining director so elected.
 
         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 provisions of the certificate of incorporation or these
bylaws, or may apply to the Court of Chancery for a decree summarily ordering
an election as provided in Section 211 of the General Corporation Law of
Delaware.
 
         If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a majority of
the whole board (as constituted immediately prior to any such increase), then
the Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten (10) percent of the total number of the shares at the
time outstanding having the right to vote for such directors, summarily order
an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in
office as aforesaid, which election shall be governed by the provisions of
Section 211 of the General Corporation Law of Delaware as far as applicable.
 
         3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE
 
         The board of directors of the corporation may hold meetings, both
regular and special, either within or outside the State of Delaware.
 
         Unless otherwise restricted by the certificate of incorporation or
these bylaws, members of the board of directors, or any committee designated
by the board of directors, may participate in a meeting of the board of
directors, or any 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 such participation in a meeting shall
constitute presence in person at the meeting.
 
         3.6 FIRST MEETINGS
 
         The first meeting of each newly elected board of directors shall be
held at such time and place as shall be fixed by the vote of the stockholders
at the annual meeting and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the stockholders to
fix the time or place of such first meeting of the newly elected board of
directors, or in the event such meeting is not held at the time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of directors, or as shall be specified in a written
waiver signed by all of the directors.
 
         3.7 REGULAR MEETINGS
 
         Regular meetings of the board of directors may be held without notice
at such time and at such place as shall from time to time be determined by the
board.
 
         3.8 SPECIAL MEETINGS; NOTICE
 
         Special meetings of the board of directors for any purpose or
purposes may be called at any time by the chairman of the board, the
president, any vice president, the secretary or any two (2) directors.
 
         Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's
address as it is shown on the records of the corporation. If the notice is
mailed, it shall be deposited in the United States mail at least four (4) days
before the time of the holding of the meeting. If the notice is delivered
personally or by telephone or by telegram, it shall be delivered personally or
by telephone or to the telegraph company at least forty-eight (48) hours
before the time of the holding of the meeting. Any oral notice given
personally or by telephone may be communicated either to the director or to a
person at the office of the director who the person giving the notice has
reason to believe will promptly communicate it to the director. The notice
need not specify the purpose or the place of the meeting, if the meeting is to
be held at the principal executive office of the corporation.
 
         3.9 QUORUM
 
         At all meetings of the board of directors, a majority of the
authorized number of directors shall constitute a quorum for the transaction
of business and the act of a majority of the directors present at any meeting
at which there is a quorum shall be the act of the board of directors, except
as may be otherwise specifically provided by statute or by the certificate of
incorporation. If a quorum is not present at any meeting of the board of
directors, then the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum is present.
 
         A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.
 
         3.10 WAIVER OF NOTICE
 
         Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of incorporation or
these bylaws, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting 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. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the directors, or members of a committee of
directors, need be specified in any written waiver of notice unless so
required by the certificate of incorporation or these bylaws.
 
         3.11 ADJOURNED MEETING; NOTICE
 
         If a quorum is not present at any meeting of the board of directors,
then the directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum is
present
 
         3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING
 
         Unless otherwise restricted by the certificate of incorporation or
these bylaws, any action required or permitted to be taken at any meeting of
the board of directors, or of any committee thereof, may be taken without a
meeting if all members of the board or committee, as the case may be, consent
thereto in writing and the writing or writings are filed with the minutes of
proceedings of the board or committee.
 
         3.13 FEES AND COMPENSATION OF DIRECTORS
 
         Unless otherwise restricted by the certificate of incorporation or
these bylaws, the board of directors shall have the authority to fix the
compensation of directors.
 
         3.14 APPROVAL OF LOANS TO OFFICERS
 
         The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, whenever, in the judgment of the directors,
such loan, guaranty or assistance may reasonably be expected to benefit the
corporation. The loan, guaranty or other assistance may be with or without
interest and may be unsecured, or secured in such manner as the board of
directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing in this section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation
at common law or under any statute.
 
         3.15 REMOVAL OF DIRECTORS
 
         Unless otherwise restricted by statute, by the certificate of
incorporation or by these bylaws, any director or the entire board of
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.
 
         No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of such director's
term of office.
 
                                  ARTICLE IV
 
                                  COMMITTEES
 
         4.1 COMMITTEES OF DIRECTORS
 
         The board of directors may, by resolution passed by a majority of the
whole board, designate one or more committees, with 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
thereof 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 or in the bylaws of the corporation,
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 to (i)
amend the certificate of incorporation (except that a committee may, to the
extent authorized in the resolution or resolutions providing for the issuance
of shares of stock adopted by the board of directors as provided in Section
15l(a) of the General Corporation Law of Delaware, fix any of the preferences
or rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion into, or the
exchange of such shares for, shares of any other class or classes or any other
series of the same or any other class or classes of stock of the corporation),
(ii) adopt an agreement of merger or consolidation under Sections 251 or 252
of the General Corporation Law of Delaware, (iii) recommend to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, (iv) recommend to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or (v) amend
the bylaws of the corporation; and, unless the board resolution establishing
the committee, the bylaws or the certificate of incorporation expressly so
provide, 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 pursuant to Section 253 of the General Corporation Law of
Delaware.
 
         4.2 COMMITTEE MINUTES
 
         Each committee shall keep regular minutes of its meetings and report
the same to the board of directors when required.
 
         4.3 MEETINGS AND ACTION OF COMMITTEES
 
         Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the following provisions of Article III of these
bylaws: Section 3.5 (place of meetings and meetings by telephone), Section 3.7
(regular meetings), Section 3.8 (special meetings and notice), Section 3.9
(quorum), Section 3.10 (waiver of notice), Section 3.11 (adjournment and
notice of adjournment), and Section 3.12 (action without a meeting), with such
changes in the context of those bylaws as are necessary to substitute the
committee and its members for the board of directors and its members;
provided, however, that the time of regular meetings of committees may also be
called by resolution of the board of directors and that notice of special
meetings of committees shall also be given to all alternate members, who shall
have the right to attend all meetings of the committee. The board of directors
may adopt rules for the government of any committee not inconsistent with the
provisions of these bylaws.
 
                                  ARTICLE V
 
                                   OFFICERS
 
         5.1 OFFICERS
 
         The officers the corporation shall be a president, one or more vice
presidents, a secretary, and a treasurer. The corporation may also have, at
the discretion of the board of directors, a chairman of the board, one or more
assistant vice presidents, assistant secretaries, assistant treasurers, and
any such other officers as may be appointed in accordance with the provisions
of Section 5.3 of these bylaws. Any number of offices may be held by the same
person.
 
         5.2 ELECTION OF OFFICERS
 
         The officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Sections 5.3 or 5.5 of these
bylaws, shall be chosen by the board of directors, subject to the rights, if
any, of an officer under any contract of employment.
 
         5.3 SUBORDINATE OFFICERS
 
         The board of directors may appoint, or empower the president to
appoint, such other officers and agents as the business of the corporation may
require, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these bylaws or as the board of
directors may from time to time determine.
 
         5.4 REMOVAL AND RESIGNATION OF OFFICERS
 
         Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the board of directors at any regular or
special meeting of the board or, except in the case of an officer chosen by
the board of directors, by any officer upon whom such power of removal may be
conferred by the board of directors.
 
         Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless
otherwise specified in that notice, the acceptance of the resignation shall
not be necessary to make it effective. Any resignation is without prejudice to
the rights, if any, of the corporation under any contract to which the officer
is a party.
 
         5.5 VACANCIES IN OFFICES
 
         Any vacancy occurring in any office of the corporation shall be
filled by the board of directors.
 
         5.6 CHAIRMAN OF THE BOARD
 
         The chairman of the board, if such an officer be elected, shall, if
present, preside at meetings of the board of directors and exercise and
perform such other powers and duties as may from time to time be assigned to
him by the board of directors or as may be prescribed by these bylaws. If
there is no president, then the chairman of the board shall also be the chief
executive officer of the corporation and shall have the powers and duties
prescribed in Section 5.7 of these bylaws.
 
         5.7 PRESIDENT
 
         Subject to such supervisory powers, if any, as may be given by the
board of directors to the chairman of the board, if there be such an officer,
the president shall be the chief executive officer of the corporation and
shall, subject to the control of the board of directors, have general
supervision, direction, and control of the business and the officers of the
corporation. He shall preside at all meetings of the shareholders and, in the
absence or nonexistence of a chairman of the board, at all meetings of the
board of directors. He shall have the general powers and duties of management
usually vested in the office of president of a corporation and shall have such
other powers and duties as may be prescribed by the board of directors or
these bylaws.
 
         5.8 VICE PRESIDENT
 
         In the absence or disability of the president, the vice presidents,
if any, in order of their rank as fixed by the board of directors or, if not
ranked, a vice president designated by the board of directors, shall perform
all 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
presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the board of
directors, these bylaws, the president or the chairman of the board.
 
         5.9 SECRETARY
 
         The secretary shall keep or cause to be kept, at the principal
executive office of the corporation or such other place as the board of
directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and shareholders. The minutes shall show
the time and place of each meeting, whether regular or special (and, if
special, how authorized and the notice given), the names of those present at
directors' meetings or committee meetings, the number of shares present or
represented at shareholders' meetings, and the proceedings thereof.
 
         The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the board of
directors, a share register, or a duplicate share register, showing the names
of all shareholders and their addresses, the number and classes of shares held
by each, the number and date of certificates evidencing such shares, and the
number and date of cancellation of every certificate surrendered for
cancellation.
 
         The secretary shall give, or cause to be given, notice of all
meetings of the shareholders and of the board of directors required to be
given by law or by these bylaws. He shall keep' the seal of the corporation,
if one be adopted, in safe custody and shall have such other powers and
perform such other duties as may be prescribed by the board of directors or by
these bylaws.
 
         5.10 TREASURER
 
         The treasurer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.
 
         The treasurer shall deposit all money and other valuables in the name
and to the credit of the corporation with such depositaries as may be
designated by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to the
president and directors, whenever they request it, an account of all of his
transactions as treasurer and of the financial condition of the corporation,
and shall have such other powers and perform such other duties as may be
prescribed by the board of directors or these bylaws.
 
         5.11 ASSISTANT SECRETARY
 
         The assistant secretary, or, if there is more than one, the assistant
secretaries in the order determined by the stockholders or board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the secretary or in the event of his or her inability
or refusal to act, perform the duties and exercise the powers of the secretary
and shall perform such other duties and have such other powers as the board of
directors or the stockholders may from time to time prescribe.
 
         5.12 ASSISTANT TREASURER
 
         The assistant treasurer, or, if there is more than one, the assistant
treasurers, in the order determined by the stockholders or board of directors
(or if there be no such determination, then in the order of their election),
shall, in the absence of the treasurer or in the event of his or her inability
or refusal to act, perform the duties and exercise the powers of the treasurer
and shall perform such other duties and have such other powers as the board of
directors or the stockholders may from time to time prescribe.
 
         5.13 AUTHORITY AND DUTIES OF OFFICERS
 
         In addition to the foregoing authority and duties, all officers of
the corporation shall respectively have such authority and perform such duties
in the management of the business of the corporation as may be designated from
time to time by the board of directors or the stockholders.
 
                                  ARTICLE VI
 
                                   INDEMNITY
 
         6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
         The corporation shall, to the maximum extent and in the manner
permitted by the General Corporation Law of Delaware, indemnify each of its
directors and officers against expenses (including attorneys' fees),
judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding, arising by reason of the fact that
such person is or was an agent of the corporation. For purposes of this
Section 6.1, a "director" or "officer" of the corporation includes any person
(i) who is or was a director or officer of the corporation, (ii) who is or was
serving at the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, or (iii)
who was a director or officer of a corporation which was a predecessor
corporation of the corporation or of another enterprise at the request of such
predecessor corporation.
 
         6.2 INDEMNIFICATION OF OTHERS
 
         The corporation shall have the power, to the extent and in the manner
permitted by the General Corporation Law of Delaware, to indemnify each of its
employees and agents (other than directors and officers) against expenses
(including attorneys' fees), judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with any proceeding, arising by
reason of the fact that such person is or was an agent of the corporation. For
purposes of this Section 6.2, an "employee" or "agent" of the corporation
(other than a director or officer) includes any person (i) who is or was an
employee or agent of the corporation, (ii) who is or was serving at the
request of the corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or (iii) who was an
employee or agent of a corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such predecessor
corporation.
 
         6.3 INSURANCE
 
         The corporation may purchase and maintain insurance on behalf of 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 another corporation, partnership,
joint venture, trust or other enterprise 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 the General
Corporation Law of Delaware.
 
                                 ARTICLE VII
 
                              RECORDS AND REPORTS
 
         7.1 MAINTENANCE AND INSPECTION OF RECORDS
 
         The corporation shall, either at its principal executive office or at
such place or places as designated by the board of directors, keep a record of
its shareholders listing their names and addresses and the number and class of
shares held by each shareholder, a copy of these bylaws as amended to date,
accounting books, and other records.
 
         Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose
the corporation's stock ledger, a list of its stockholders, and its other
books and records and to make copies or extracts therefrom. A proper purpose
shall mean a purpose reasonably related to such person's interest as a
stockholder. In every instance where an attorney or other agent is the person
who seeks the right to inspection, the demand under oath shall be accompanied
by a power of attorney or such other writing that authorizes the attorney or
other agent to so act on behalf of the stockholder. The demand under oath
shall be directed to the corporation at its registered office in Delaware or
at its principal place of business.
 
         The officer who has charge of the stock ledger of the corporation
shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
 
         7.2 INSPECTION BY DIRECTORS
 
         Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders, and its other books and records for a
purpose reasonably related to his position as a director. The Court of
Chancery is hereby vested with the exclusive jurisdiction to determine whether
a director is entitled to the inspection sought. The Court may summarily order
the corporation to permit the director to inspect any and all books and
records, the stock ledger, and the stock list and to make copies or extracts
therefrom. The Court may, in its discretion, prescribe any limitations or
conditions with reference to the inspection, or award such other and further
relief as the Court may deem just and proper.
 
         7.3 ANNUAL STATEMENT TO STOCKHOLDERS
 
         The board of directors shall present at each annual meeting, and at
any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.
 
         7.4 REPRESENTATION OF SHARES OF OTHER CORPORATIONS
 
         The chairman of the board, the president, any vice president, the
treasurer, the secretary or assistant secretary of this corporation, or any
other person authorized by the board of directors or the president or a vice
president, is authorized to vote, represent, and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this corporation. The authority
granted herein may be exercised either by such person directly or by any other
person authorized to do so by proxy or power of attorney duly executed by such
person having the authority.
 
                                 ARTICLE VIII
 
                                GENERAL MATTERS
 
         8.1 CHECKS
 
         From time to time, the board of directors shall determine by
resolution which person or persons may sign or endorse all checks, drafts,
other orders for payment of money, notes or other evidences of indebtedness
that are issued in the name of or payable to the corporation, and only the
persons so authorized shall sign or endorse those instruments.
 
         8.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS
 
         The board of directors, except as otherwise provided in these bylaws,
may authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the board of directors or within the
agency power of an officer, no officer, agent or employee shall have any power
or authority to bind the corporation by any contract or engagement or to
pledge its credit or to render it liable for any purpose or for any amount.
 
         8.3 STOCK CERTIFICATES; PARTLY PAID SHARES
 
         The shares of the corporation shall be represented by certificates,
provided that the board of directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares. Any such resolution shall not apply
to shares represented by a certificate until such certificate is surrendered
to the corporation. Notwithstanding the adoption of such a resolution by the
board of directors, every holder of stock represented by certificates and upon
request every holder of uncertificated shares shall be entitled to have a
certificate signed by, or in the name of the corporation by the chairman or
vice-chairman of the board of directors, or the president or vice-president,
and by the treasurer or an assistant treasurer, or the secretary or an
assistant secretary of the corporation representing the number of shares
registered in certificate form. Any or all of the signatures on the
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 has 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 were such officer, transfer agent or registrar at the date of
issue.
 
         The corporation may issue the whole or any part of its shares as
partly paid and subject to call for the remainder of the consideration to be
paid therefor. Upon the face or back of each stock certificate issued to
represent any such partly paid shares, upon the books and records of the
corporation in the case of uncertificated partly paid shares, the total amount
of the consideration to be paid therefor and the amount paid thereon shall be
stated. Upon the declaration of any dividend on fully paid shares, the
corporation shall declare a dividend upon partly paid shares of the same
class, but only upon the basis of the percentage of the consideration actually
paid thereon.
 
         8.4 SPECIAL DESIGNATION ON CERTIFICATES
 
         If the corporation is authorized to issue more than one class of
stock or more than one series of any class, then the powers, the designations,
the preferences, and the relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be set
forth in full or summarized on the face or back of the certificate that the
corporation shall issue to represent such class or series of stock; provided,
however, that, except as otherwise provided in Section 202 of the General
Corporation Law of Delaware, in lieu of the foregoing requirements there may
be set forth on the face or back of the certificate that the corporation shall
issue to represent such class or series of stock a statement that the
corporation will furnish without charge to each stockholder who so requests
the powers, the designations, the preferences, and the relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
 
         8.5 LOST CERTIFICATES
 
         Except as provided in this Section 8.5, no new certificates for
shares shall be issued to replace a previously issued certificate unless the
latter is surrendered to the corporation and cancelled at the same time. The
corporation may issue a new certificate of stock or uncertificated shares in
the place of any certificate theretofore issued by it, alleged to have been
lost, stolen or destroyed, and 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 it 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 uncertificated
shares.
 
         8.6 CONSTRUCTION; DEFINITIONS
 
         Unless the context requires otherwise, the general provisions, rules
of construction, and definitions in the Delaware General Corporation Law shall
govern the construction of these bylaws. Without limiting the generality of
this provision, the singular number includes the plural, the plural number
includes the singular, and the term "person" includes both a corporation and a
natural person.
 
         8.7 DIVIDENDS
 
         The directors of the corporation, subject to any restrictions
contained in the certificate of incorporation, may declare and pay dividends
upon the shares of its capital stock pursuant to the General Corporation Law
of Delaware. Dividends may be paid in cash, in property, or in shares of the
corporation's capital stock.
 
         The directors of the corporation may set apart out of any of the
funds of the corporation available for dividends a reserve or reserves for any
proper purpose and may abolish any such reserve. Such purposes shall include
but not be limited to equalizing dividends, repairing or maintaining any
property of the corporation, and meeting contingencies.
 
         8.8 FISCAL YEAR
 
         The fiscal year of the corporation shall be fixed by resolution of
the board of directors and may be changed by the board of directors.
 
         8.9 SEAL
 
         The corporation may adopt a corporate seal, which shall be adopted
and which may be altered by the board of directors, and may use the same by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.
 
         8.10 TRANSFER OF STOCK
 
         Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction in its books.
 
         8.11 STOCK TRANSFER AGREEMENTS
 
         The corporation shall have power to enter into and perform any
agreement with any number of shareholders of any one or more classes of stock
of the corporation to restrict the transfer of shares of stock of the
corporation of any one or more classes owned by such stockholders in any
manner not prohibited by the General Corporation Law of Delaware.
 
         8.12 REGISTERED STOCKHOLDERS
 
         The corporation shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares to receive dividends
and to vote as such owner, shall be entitled to hold liable for calls and
assessments the person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of another person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Delaware.
 
                                  ARTICLE IX
 
                                  AMENDMENTS
 
         The original or other bylaws of the corporation may be adopted,
amended or repealed by the stockholders entitled to vote; provided, however,
that the corporation may, in its certificate of incorporation, confer the
power to adopt, amend or repeal bylaws upon the directors. The fact that such
power has been so conferred upon the directors shall not divest the
stockholders of the power, nor limit their power to adopt, amend or repeal
bylaws.
 
                                  ARTICLE X
 
                                  DISSOLUTION
 
         If it should be deemed advisable in the judgment of the board of
directors of the corporation that the corporation should be dissolved, the
board, after the adoption of a resolution to that effect by a majority of the
whole board at any meeting called for that purpose, shall cause notice to be
mailed to each stockholder entitled to vote thereon of the adoption of the
resolution and of a meeting of stockholders to take action upon the
resolution.
 
         At the meeting a vote shall be taken for and against the proposed
dissolution. If a majority of the outstanding stock of the corporation
entitled to vote thereon votes for the proposed dissolution, then a
certificate stating that the dissolution has been authorized in accordance
with the provisions of Section 275 of the General Corporation Law of Delaware
and setting forth the names and residences of the directors and officers shall
be executed, acknowledged, and filed and shall become effective in accordance
with Section 103 of the General Corporation Law of Delaware. Upon such
certificate's becoming effective in accordance with Section 103 of the General
Corporation Law of Delaware, the corporation shall be dissolved.
 
         Whenever all the stockholders entitled to vote on a dissolution
consent in writing, either in person or by duly authorized attorney, to a
dissolution, no meeting of directors or stockholders shall be necessary. The
consent shall be filed and shall become effective in accordance with Section
103 of the General Corporation Law of Delaware. Upon such consent's becoming
effective in accordance with Section 103 of the General Corporation Law of
Delaware, the corporation shall be dissolved. If the consent is signed by an
attorney, then the original power of attorney or a photocopy thereof shall be
attached to and filed with the consent. The consent filed with the Secretary
of State shall have attached to it the affidavit of the secretary or some
other officer of the corporation stating that the consent has been signed by
or on behalf of all the stockholders entitled to vote on a dissolution; in
addition, there shall be attached to the consent a certification by the
secretary or some other officer of the corporation setting forth the names and
residences of the directors and officers of the corporation.
 
                                  ARTICLE XI
 
                                   CUSTODIAN
 
         11.1 APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES
 
         The Court of Chancery, upon application of any stockholder, may
appoint one or more persons to be custodians and, if the corporation is
insolvent, to be receivers, of and for the corporation when:
 
                  (i) at any meeting held for the election of directors
the stockholders are so divided that they have failed to elect successors to
directors whose terms have expired or would have expired upon qualification of
their successors; or
 
                  (ii) the business of the corporation is suffering or is
threatened with irreparable injury because the directors are so divided
respecting the management of the affairs of the corporation that the required
vote for action by the board of directors cannot be obtained and the
stockholders are unable to terminate this division; or
 
                  (iii) the corporation has abandoned its business and has
failed within a reasonable time to take steps to dissolve, liquidate or
distribute its assets.
 
         11.2 DUTIES OF CUSTODIAN
 
         The custodian shall have all the powers and title of a receiver
appointed under Section 291 of the General Corporation Law of Delaware, but
the authority of the custodian shall be to continue the business of the
corporation and not to liquidate its affairs and distribute its assets, except
when the Court of Chancery otherwise orders and except in cases arising under
Sections 226(a)(3) or 352(a)(2) of the General Corporation Law of Delaware.