DRTE

AMENDED AND RESTATED BY-LAWS

OF

DENDRITE INTERNATIONAL, INC.

ARTICLE I.
SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders of
the Corporation shall be held either within or without the State of New
Jersey, at such time and place as the Board of Directors may designate in
the call or in a waiver of notice thereof, or in the absence of Board
action designating the time for such meeting, on the third Tuesday of May
of each year beginning with the year 1996 (or if such day be a legal
holiday, then on the next succeeding day not a holiday) at 10:00 o'clock in
the morning, for the purpose of electing directors and for the transaction
of such other business as may properly be brought before the meeting.

Section 2. Delayed Annual Meeting. If for any reason the annual
meeting of the shareholders shall not be held on the day designated
pursuant to Section 1 of this Article, or on any subsequent day to which it
shall have been duly adjourned, such meeting may be called and held as a
special meeting, and the same proceedings may be had and the same business
may be transacted at such meeting as at any annual meeting.

Section 3. Special Meetings. Special meetings of the shareholders may
be called by the Board of Directors or by the President, at such times and
at such place either within or without the State of New Jersey as may be
stated in the call or in a waiver of notice thereof.

Section 4. Notice of Meetings. Notice of the time, place and purpose
of every meeting of shareholders shall be delivered personally or mailed
not less than ten days nor more than sixty days previous thereto to each
shareholder of record entitled to vote, at his post office address
appearing upon the records of the Corporation or at such other address as
shall be furnished in writing by him to the Corporation for such purpose.
Such further notice shall be given as may be required by law or by these
By-Laws. Any meeting may be held without notice if all shareholders
entitled to vote either are present in person or by proxy, or waive notice
in writing, either before or after the meeting.

Section 5. Quorum. The holders of record of at least a majority of
the shares of the stock of the Corporation issued and outstanding and
entitled to vote, present in person or by proxy, shall, except as otherwise
provided by law or by these By-Laws, constitute a quorum at all meetings of
the shareholders; if there be no such quorum, the holders of a majority of
such shares so present or represented may adjourn the meeting from time to
time until a quorum shall have been obtained.

Section 6. Organization of Meetings. Meetings of the shareholders
shall be presided over by the Chairman of the Board, if there be one, or if
he is not present, by the President, or if he is not present, by a chairman
to be chosen at the meeting. The Secretary of the Corporation, or in his
absence an Assistant Secretary, shall act as Secretary of the meeting, if
present.

Section 7. Voting. At each meeting of shareholders, except as
otherwise provided by statute or the Certificate of Incorporation, every
holder of record of stock entitled to vote shall be entitled to one vote in
person or by proxy for each share of such stock standing in his name on the
records of the Corporation. Elections of directors shall be determined by a
plurality of the votes cast thereat and, except as otherwise provided by
statute, the Certificate of Incorporation, or these By-Laws, all other
action shall be determined by a majority of the votes cast at such meeting.
Each proxy to vote shall be either in writing and signed, or given by
telegram, cable, or by any means of electronic communication which results
in a writing.

A complete list of the shareholders entitled to vote at each such
meeting, arranged in alphabetical order (within each class, series or group
of shareholders maintained by the Corporation for convenience of reference)
with the address of each, and the number of shares registered in the name
of each shareholder, shall be prepared by the officer or agent having
charge of the stock transfer books and shall be produced or available by
means of a visual display and kept at the time and place of the meeting
during the whole time of the meeting and may be inspected for reasonable
periods by any shareholder who is present.

Section 8. Inspectors of Election. The Board of Directors in advance
of any meeting of shareholders may appoint one or more Inspectors of
Election to act at the meeting or any adjournment thereof. If Inspectors of
Election are not so appointed, the chairman of the meeting may, and on the
request of any shareholder entitled to vote, shall, appoint one or more
Inspectors of Election. Each Inspector of Election, before entering upon
the discharge of his duties, shall take and sign an oath to faithfully
execute the duties of Inspector of Election at such meeting with strict
impartiality and according to the best of his ability. If appointed,
Inspectors of Election shall take charge of the polls and, when the vote is
completed, shall make a certificate of the result of the vote taken and of
such other facts as may be required by law.

ARTICLE II.
DIRECTORS

Section 1. Number, Quorum, Term, Vacancies, Removal. Unless otherwise
specified to the contrary in the Certificate of Incorporation, the Board of
Directors of the Corporation shall consist of at least one but not more
than eighteen persons. The number of directors may be determined by a
resolution passed by a majority of the whole Board or by the affirmative
vote of at least a majority of the votes cast by holders of shares entitled
to vote for the election of directors.

A majority of the members of the Board of Directors then holding
office shall constitute a quorum, which in no case shall be less than
one-third of the total number of directors or less than two directors,
except that when the entire Board consists of one Director, then one
director shall constitute a quorum for the transaction of business, but if
at any meeting of the Board there shall be less than a quorum present, a
majority of those present may adjourn the meeting from time to time until a
quorum shall have been obtained.

Unless otherwise specified in the Certificate of Incorporation,
directors shall hold office until the next annual election and until their
successors shall have been elected and shall have qualified, unless sooner
displaced.

Whenever any vacancy shall have occurred in the Board of
Directors, by reason of death, resignation, increase in the authorized
number of directors, or otherwise, other than removal of a director with or
without cause by a vote of the shareholders, or is scheduled to occur
pursuant to a resignation tendered to the Board effective at a future date,
it shall be filled by a majority of the directors then holding office
though less than a quorum (except as otherwise provided by law), or in the
case of a subsequently effective resignation, by such a majority of the
directors including the resignee, or by the shareholders, and the person so
chosen shall hold office until the next annual election and until his
successor is duly elected and has qualified.

Any one or more of the directors of the Corporation may be removed
with or without cause at any time by the affirmative vote of the majority
of the votes cast by holders of shares entitled to vote for the election of
directors, or removed with or without cause at any time by a majority of
the whole Board, and thereupon the term of the director or directors who
shall have been so removed shall forthwith terminate and there shall be a
vacancy or vacancies in the Board of Directors, to be filled as provided in
these By-Laws. A majority of the whole Board may suspend any one or more of
the directors of the Corporation pending a final determination that cause
for removal exists.

Section 2. Meetings, Notice. Meetings of the Board of Directors shall
be held at such place either within or without the State of New Jersey, as
may from time to time be fixed by resolution of the Board, or as may be
specified in the call or in a waiver of notice thereof. Regular meetings of
the Board of Directors shall be held at such times as may from time to time
be fixed by resolution of the Board, and special meetings may be held at
any time upon the call of a majority of directors, the Chairman of the
Board, if one be elected, or the President, by oral, telegraphic or written
notice, duly served on or sent or mailed to each director not less than two
days before such meeting. A meeting of the Board may be held without notice
immediately after the annual meeting of shareholders at the same place at
which such meeting was held. Notice need not be given of regular meetings
of the Board or of any special meeting when its time and place are
determined in advance by a quorum of the Board. Any meeting may be held
without notice, if all directors are present, or if notice is waived in
writing, either before or after the meeting, by those not present. Where
appropriate communication facilities are reasonably available, any or all
directors shall have the right to participate in all or any part of a
meeting of the Board by means of conference telephone or any other means of
communication by which all persons participating in the meeting are able to
hear each other.

Section 3. Committees. The Board of Directors may, in its discretion,
by resolution passed by a majority of the whole Board, designate from among
its members one or more committees which shall consist of two or more
directors. The Board may designate one or more directors as alternate
members of any such committee, who may replace any absent or disqualified
member at any meeting of the committee. Such committees shall have and may
exercise such powers as shall be conferred or authorized by the resolution
appointing them. A majority of any such committee may determine its action
and fix the time and place of its meetings, including meetings by telephone
conference call or similar means of communication, unless the Board of
Directors shall otherwise provide. The Board shall have power at any time
to change the membership of any such committee, to fill vacancies in it, or
to dissolve it.

Section 4. Action by Consent. 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 prior to such action a written
consent or consents thereto is signed by all members of the Board, or of
such committee as the case may be, and such written consent or consents is
filed with the minutes of proceedings of the Board or committee.

Section 5. Compensation. The Board of Directors may determine, from
time to time, the amount of compensation which shall be paid to its
members, The Board of Directors shall also have power, in its discretion,
to allow a fixed sum and expenses for attendance at each regular or special
meeting of the Board, or of any committee of the Board; in addition, the
Board of Directors shall also have power, in its discretion, to provide for
and pay to directors rendering services to the Corporation not ordinarily
rendered by directors, as such, special compensation appropriate to the
value of such services, as determined by the Board from time to time.

Section 6. Directors' Voting; Quorum of Board of Directors and
Committees. Each director shall have one vote at meetings of the board or
at meetings of board committees unless the Certificate of Incorporation
provides the director is entitled to more than one vote pursuant to a
provision in the certificate of incorporation consistent with N.J.S.A.
subsection l4A:6-7.l(2).

The certificate of incorporation may provide either that one or
more directors elected by the holders of shares of a class or series shall
have more than one vote or that the shareholders at an annual or special
meeting shall have the right to designate one or more directors who shall
have more than one vote. The certificate of incorporation shall also
specify either the number of votes which those directors shall have or that
the shareholders electing those directors shall have the right to specify
the number of votes which the directors shall have. Any person appointed by
the board to fill a vacancy of a directorship with more than one vote shall
have only one vote unless otherwise provided by the certificate of
incorporation. If a director has more than one vote as provided in this
subsection, any reference to the vote or act of a majority of the board, of
the directors, or of the entire board, or similar language, means the vote
or act of directors who are entitled to cast a majority of the votes.

The participation of directors with a majority of the votes of the
entire board, or of any committee thereof, shall constitute a quorum for
the transaction of business, unless the certificate of incorporation or the
By-laws provide that a greater or lesser proportion shall constitute a
quorum, which in no case shall be less than one-third of the votes of the
entire board or committee.

Any action approved by a majority of the votes of directors
present at a meeting at which a quorum is present shall be the act of the
board or of the committee, unless this act, or the certificate of
incorporation or the By-laws requires a greater proportion, including a
unanimous vote.

Section 7. Advance Notice of Director Nominations.

Only persons who are nominated in accordance with the following
procedures shall be eligible for election as Directors of the Corporation.
Nominations of persons for election to the Board of Directors may be made
at any annual meeting of shareholders (a) by or at the direction of the
Board of Directors (or any duly authorized committee thereof) or (b) by any
shareholder of the Corporation (i) who is a shareholder of record on the
date of the giving of the notice provided for in this Section 7 and on the
record date for the determination of shareholders entitled to vote at such
annual meeting and (ii) who complies with the notice procedures set forth
in this Section 7.

In addition to any other applicable requirements, for a nomination
to be made by a shareholder, such shareholder must have given timely notice
thereof in proper written form to the secretary of the Corporation.

To be timely, a shareholder's notice to the secretary must be
delivered to or mailed and received at the principal executive offices of
the Corporation not less than sixty (60) days nor more than ninety (90)
days prior to the date of the annual meeting of shareholders; provided,
however, that in the event that less than seventy (70) days' notice or
prior public disclosure of the date of the meeting is given to
shareholders, notice by the shareholder to be timely must be so received
not later than the close of business on the tenth (10th) day following the
day on which such notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual meeting was made,
whichever first occurs.

To be in proper written form, a shareholder's notice to the
secretary must set forth (a) as to each person whom the shareholder
proposes to nominate for election as a Director (i) the name, age, business
address and residence address of the person, (ii) the principal occupation
or employment of the person, (ii) the class or series and number of shares
of capital stock of the Corporation that are owned beneficially or of
record by the person and (iv) any other information relating to the person
that would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of proxies for
election of Directors pursuant to Section 14 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the rules and regulations
promulgated thereunder; and (b) as to the shareholder giving the notice (i)
the name and record address of such shareholder, (ii) the class or series
and number of shares of capital stock of the Corporation that are owned
beneficially or of record by such shareholder, (iii) a description of all
arrangements or understandings between such shareholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such shareholder, (iv) a
representation that such shareholder intends to appear in person or by
proxy at the meeting to nominate the persons named in its notice and (v)
any other information relating to such shareholder that would be required
to be disclosed in a proxy statement or other filings required to be made
in connection with solicitations of proxies for election of Directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written
consent of each proposed nominee to being named as a nominee and to serve
as a Director if elected.

No person shall be eligible for election as a Director of the
Corporation unless nominated in accordance with the procedures set forth in
this Section 7. If the chairman of the meeting determines that a nomination
was not made in accordance with the foregoing procedures, the chairman
shall declare to the meeting that the nomination is defective and such
defective nomination shall be disregarded.

No business may be transacted at an annual or special meeting of
shareholders, other than business that is specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the
Board of Directors.

ARTICLE III.
OFFICERS

Section 1. Titles and Election. The officers of the Corporation, who
shall be chosen by the Board of Directors at its first meeting after each
annual meeting of shareholders, shall be a President, a Treasurer and a
Secretary. The Board of Directors from time to time may elect a Chairman of
the Board, one or more Vice Presidents, Assistant Secretaries, Assistant
Treasurers and such other officers and agents as it shall deem necessary,
and may define their powers and duties. Any number of offices may be held
by the same person.

Section 2. Term of Office. The officers shall hold office until their
successors are chosen and qualify.

Section 3. Removal. Any officer may be removed, either with or
without cause, at any time, by the affirmative vote of a majority of the
Board of Directors.

Section 4. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors or to the Secretary. Such
resignations shall take effect at the time specified therein, and, unless
otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

Section 5. Vacancies. If the office of any officer or agent becomes
vacant by reason of death, resignation, retirement, disqualification,
removal from office or otherwise, the directors may choose a successor, who
shall hold office for the unexpired term in respect of which such vacancy
occurred.

Section 6. Chairman of the Board. The Chairman of the Board of
Directors, if one be elected, shall preside at all meetings of the Board of
Directors and of the shareholders, and he shall have and perform such other
duties as from time to time may be assigned to him by the Board of
Directors.

Section 7. President. The President shall be the chief executive
officer of the corporation and, in the absence of the Chairman, shall
preside at all meetings of the Board of Directors, and of the shareholders.
He shall exercise the powers and perform the duties usual to the chief
executive officer and, subject to the control of the Board of Directors,
shall have general management and control of the affairs and business of
the Corporation; he shall appoint and discharge employees and agents of the
Corporation (other than officers elected by the Board of Directors) and fix
their compensation; and he shall see that all orders and resolutions of the
Board of Directors are carried into effect. He shall have the power to
execute bonds, mortgages and other contracts, agreements and instruments of
the Corporation, and shall do and perform such other duties as from time to
time may be assigned to him by the Board of Directors.

Section 8. Vice Presidents. If chosen, the Vice Presidents, in the
order of their seniority, shall, in the absence or disability of the
President, exercise all of the powers and duties of the President. Such
Vice Presidents shall have the power to execute bonds, notes, mortgages and
other contracts, agreements and instruments of the Corporation, and shall
do and perform such other duties incident to the office of Vice President
and as the Board of Directors, or the President, shall direct.

Section 9. Secretary. The Secretary shall attend all sessions of the
Board and all meetings of the shareholders and record all notes and the
minutes of proceedings in a book to be kept for that purpose. He shall
give, or cause to be given, notice of all meetings of the shareholders and
of the Board of Directors, and shall perform such other duties as may be
prescribed by the Board of Directors. The Secretary shall affix the
corporate seal to any instrument requiring it, and when so affixed, it
shall be attested by the signature of the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer who may affix the seal
to any such instrument in the event of the absence or disability of the
Secretary. The Secretary shall have and be the custodian of the stock
records and all other books, records and papers of the Corporation (other
than financial) and shall see that all books, reports, statements,
certificates and other documents and records required by law are properly
kept and filed.

Section 10. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all monies and other valuable effects in the name and to the credit
of the Corporation, in such depositories as may be designated by the Board
of Directors. He shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and
shall render to the directors whenever they may require it, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

Section 11. Duties of Officers May Be Delegated. In case of the
absence or disability of any officer of the Corporation, or for any other
reason that the Board may deem sufficient, the Board may delegate, for the
time being, the powers or duties, or any of them, of such officer to any
other officer, or to any director.

ARTICLE IV.
INDEMNIFICATION

Section 1. Actions By Others. The Corporation (1) shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or was a
director, officer or trustee of the Corporation or of any constituent
corporation absorbed by the Corporation in a consolidation or merger and
(2) except as otherwise required by Section 3 of this Article, may
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an
action by or in the right of the Corporation) by reason of the fact that he
(a) is or was an employee or agent or the legal representative of a
director, officer, trustee, employee or agent of the Corporation or of any
absorbed constituent corporation, or (b) is or was serving at the request
of the Corporation or of any absorbed constituent corporation as a
director, officer, employee, agent of or participant in another
corporation, partnership, joint venture, trust or other enterprise, or the
legal representative of such a person against expenses, costs,
disbursements (including attorneys' fees), judgments, fines and amounts
actually and reasonably incurred by him in good faith and in connection
with such action, suit or proceeding if he acted in a manner he generally
believed to be in or not opposed to the best interests of the Corporation,
and with respect to any criminal action or proceeding, he had no reasonable
cause to believe that his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not meet the applicable standard
of conduct.

Section 2. Actions by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
trustee, employee or agent of the Corporation or of any constituent
corporation absorbed by the Corporation by consolidation or merger, or the
legal representative of any such person, or is or was serving at the
request of the Corporation or of any absorbed constituent corporation, as a
director, officer, trustee, employee, agent of or participant, or the legal
representative of any such person in another corporation, partnership,
joint venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation in the performance of
his duty to the Corporation unless and only to the extent that the New
Jersey Superior Court or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the New
Jersey Superior Court or such other court shall deem proper.

Section 3. Successful Defense. To the extent that a person who is or
was a director, officer, trustee, employee or agent of the Corporation or
of any constituent corporation absorbed by the Corporation by consolidation
or merger, or the legal representative of any such person, has been
successful on the merits or otherwise in defense of any action, suit
proceeding referred to in Section 1 or Section 2 of this Article, or in
defense of any claim, issue, or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

Section 4. Specific Authorization. Any indemnification under Section
1 or Section 2 of this Article (unless ordered by a court) shall be made by
the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, trustee,
employee, agent, or the legal representative thereof, is proper in the
circumstances because he has met the applicable standard of conduct set
forth in said Sections 1 and 2. Such determination shall be made (1) by the
Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (2) if such a
quorum is not obtainable, a quorum of disinterested directors so directs,
by independent legal counsel for a written opinion, or (3) by the
shareholders.

Section 5. Advance of Expenses. Expenses incurred by any person who
may have a right of indemnification under this Article in defending civil
or criminal action, suit or proceeding may be paid by the Corporation in
advance of the final distribution of such action, suit or proceeding as
authorized in the specific case, in the same manner as a determination that
indemnification is proper under Section 4 of this Article upon receipt of
an undertaking by or on behalf of the director, officer, trustee, employee,
or the legal representative thereof, to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation pursuant to this Article.

Section 6. Rights of Indemnity not Exclusive. The indemnification
provided by this Article shall not exclude any other rights to which those
seeking indemnification may be entitled under the certificate of
incorporation of the Corporation or any By-Law agreement, vote of
shareholders or otherwise, and shall continue as to a person who has ceased
to be a director, officer, trustee, employee, agent or the legal
representative thereof, and shall inure to the benefit of the heirs,
executors, and administrators of such a person.

Section 7. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer,
trustee, employee or agent of the Corporation or of any constituent
corporation absorbed by the Corporation by consolidation or merger or the
legal representative of such person or is or was serving at the request of
the Corporation or of any absorbed constituent corporation as a director,
officer, trustee, employee or agent of or participant in another
corporation, partnership, joint venture, trust or other enterprise, or the
legal representative of any such person against any liability asserted
against him and incurred by him in any such capacity, arising out of his
status as such or by reason of his being or having been such, whether or
not the Corporation would have the power to indemnify him against such
liability under the provisions of this Article, Section l4A:3-5 of the New
Jersey Business Corporation Act, or otherwise.

Section 8. Invalidity of any Provision of this Article. The
invalidity or unenforceability of any provision of this Article shall not
affect the validity or enforceability of the remaining provisions of this
Article.

ARTICLE V.
CAPITAL STOCK

Section 1. Certificates. The interest of each shareholder of the
Corporation shall be evidenced by certificates for shares of stock in such
form (including punch cards, magnetically coded or otherwise treated forms
to facilitate machine or automatic processing) as the Board of Directors
may from time to time prescribe. Each certificate of stock shall in any
event state upon its face all matters required by law. The certificates of
stock shall be signed by the Chairman of the Board, if any, or by the
President or a Vice President and may be countersigned by the Secretary, or
the Treasurer, or an Assistant Secretary, or an Assistant Treasurer, sealed
with the seal of the Corporation or a facsimile thereof, and countersigned
and registered in such manner, if any, as the Board of Directors may by
resolution prescribe. Any or all signatures upon a certificate may be a
facsimile. In case any officer or officers who shall have signed, or whose
facsimile signature or signatures shall have been used on, any such
certificate or certificates shall cease to be such officer or officers of
the Corporation whether because of death, resignation or otherwise, before
such certificate or certificates shall have been delivered by the
Corporation, such certificate or certificates may nevertheless be adopted
by the Corporation and be issued and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile
signature or signatures shall have been used thereon had not ceased to be
such officer or officers of the Corporation.

Section 2. Transfer. The shares of stock of the Corporation shall be
transferred only upon the books of the Corporation by the holder thereof in
person or by his attorney, upon surrender for cancellation of certificates
for the same number of shares, with an assignment and power of transfer
endorsed thereon or attached thereto, duly executed, with such proof of the
authenticity of the signature as the Corporation or its agents may
reasonably require.

Section 3. Record Dates. The Board of Directors may fix in advance a
date, not less than ten nor more than sixty days preceding the date of any
meeting of shareholders, or the date for the payment of any dividend, or
the date for the distribution or allotment of any rights, or the date when
any change, conversion or exchange of capital stock shall go into effect,
as a record date for the determination of the shareholders entitled to
notice of, and to vote at, any such meeting, or entitled to receive payment
of any such dividend, or to receive any distribution or allotment of such
rights, or to exercise the rights in respect of any such change, conversion
or exchange of capital stock, and in such case only such shareholders as
shall be shareholders of record on the date so fixed shall be entitled to
such notice of, and to vote, at such meeting, or to receive payment of such
dividend, or to receive such distribution or allotment of rights or to
exercise such rights, as the case may be, notwithstanding any transfer of
any stock on the books of the Corporation after such record date fixed as
aforesaid.

Section 4. Lost Certificates. In the event that any certificate of
stock is lost, stolen, destroyed or mutilated, the Board of Directors may
authorize the issuance of a new certificate of the same tenor and for the
same number of shares in lieu thereof. The Board may in its discretion,
before the issuance of such new certificate, require the owner of the lost,
stolen, destroyed or mutilated certificate, or the legal representative of
the owner, to make an affidavit or affirmation setting forth such acts as
to the loss, destruction or mutilation as it deems necessary, and to give
the Corporation a bond in such reasonable sum as it directs to indemnify
the Corporation.

ARTICLE VI.
CONTRACTS AND FINANCIAL TRANSACTIONS

Section 1. Contracts. When the execution of any contract, conveyance,
or other instrument, has been authorized by the Board of Directors, or in
the case of such contract, conveyance or other instrument , between the
Corporation and any director or any corporation, firm, association or
entity in which a director of the Corporation has a direct or indirect
interest, has been authorized as set out in the New Jersey Business
Corporation Act, without specification as to the executing officer, the
President, or a Vice President may execute the same in the name and on
behalf of the Corporation, and the Secretary, an Assistant Secretary or the
Secretary-Treasurer may attest to that execution and affix the corporate
seal thereto.

Section 2. Checks, Notes, Etc. All checks and drafts on the
Corporation's bank accounts and all bills of exchange and promissory notes,
and all acceptances, obligations and other instruments for the payment of
money, may be signed by the President or any Vice President and may also be
signed by such other officer or officers, agent or agents, as shall be
thereunto authorized from time to time by the Board of Directors.

Section 3. Loans to Directors, Officers And Employees. The
Corporation may authorize the loaning of money, guaranteeing of obligations
or other assistance to any director, officer or employee of the Corporation
or of any subsidiary whenever in judgment of the Board such loan, guarantee
or assistance may reasonably be expected to benefit the Corporation. Any
such loan, guarantee or assistance may be made with or without interest,
and may be unsecured, or secured in such manner as the Board shall approve.

ARTICLE VII.
MISCELLANEOUS PROVISIONS

Section 1. Registered Office and Agent. The registered office of the
Corporation shall be located at 1200 Mt. Kemble Avenue, Morristown, New
Jersey 07960-6797. The Corporation may have other offices either within or
without the State of New Jersey at such places as shall be determined from
tine to time by the Board of Directors or the business of the Corporation
may require, The registered agent at such office is John E. Bailye.

Section 2. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

Section 3. Corporate Seal. The seal of the Corporation shall be
circular in form and contain the name of the Corporation, and the year and
state of its incorporation. Such seal may be altered from time to time at
the discretion of the Board of Directors.

Section 4. Books. There shall be kept at such office of the
Corporation as the Board of Directors shall determine, within or without
the State of New Jersey, correct books and records of account of all its
business and transactions, minutes of the proceedings of its shareholders,
Board of Directors and committees, and the stock book, containing the names
and addresses of the shareholders, the number of shares held by them,
respectively, and the dates when they respectively became the owners of
record thereof, and in which the transfer of stock shall be registered, and
such other books and records as the Board of Directors may from time to
time determine.

Section 5. Voting of Stock. Unless otherwise specifically authorized
by the Board of Directors, all rights and powers, including any right to
vote, incident to any stock owned by the Corporation, other than stock of
the Corporation, shall be exercised in person or by proxy, by the President
or any Vice President of the Corporation on behalf of the Corporation in no
more restricted manner or limited extent than would apply to any owner
thereof.

Section 6. Force and Effect of By-Laws. These By-Laws are subject to
the provisions of the New Jersey Business Corporation Act (the "Act") and
the Certificate of Incorporation as they may be amended from time to time.
If any provisions in these By-Laws is inconsistent with a provision in the
Act or the Certificate of Incorporation, the provision of the Act or the
Certificate of Incorporation shall govern to the extent of such
inconsistency.

ARTICLE VIII.
AMENDMENTS

Section 1. Amendments. The vote of the holders of at least a majority
of the shares of stock of the Corporation, issued and outstanding and
entitled to vote, shall be necessary at any meeting of shareholders to
amend or repeal these By-Laws or to adopt new by-laws. These By-Laws may
also be amended or repealed, or new by-laws adopted, at any meeting of the
Board of Directors by the vote of at least a majority of the entire Board;
provided that any by-law adopted by the Board may be amended or repealed by
the shareholders in the manner set forth above.

Any proposal to amend or repeal these By-Laws or to adopt new
by-laws shall be stated in the notice of the meeting of the Board of
Directors or the shareholders, or in the waiver of notice thereof, as the
case may be, unless all of the directors or the holders of record of all of
the shares of stock of the Corporation, issued and outstanding and entitled
to vote, are present at such meeting.

ARTICLE IX.
WRITTEN CONSENT

Unless otherwise provided in the certificate of incorporation, any
action required by this Article IX to be taken at any annual or special
meeting of shareholders of the Corporation, or any action that may be taken
at any annual or special meeting of such shareholders, 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
shareholders 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 Act if such action had been voted on by
shareholders 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 shareholders, that written notice and written
consent have been given as provided in Section 14A:5-6 of the Act.

In order that the Corporation may determine the shareholders
entitled to consent to corporate action in writing without a meeting, the
Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors, and which date shall not be more than
ten (10) days after the date upon which the resolution fixing the record
date is adopted by the Board of Directors. Any shareholder of record
seeking to have the shareholders authorize or take corporate action by
written consent shall, by written notice to the secretary, request the
Board of Directors to fix a record date. The Board of Directors 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 of Directors within ten (10)
days after the date on which such a request is received, the record date for
determining shareholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors 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 Corporation by delivery to its registered office in the
State of New Jersey, its principal place of business or an officer or agent
of the Corporation having custody of the book in which proceedings of
meetings of shareholders are recorded, to the attention of the secretary of
the Corporation. Delivery shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the
Board of Directors and prior action by the board of Board of Directors is
required by applicable law, the record date for determining shareholders
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 of Directors
adopts the resolution taking such prior action.

In the event of the delivery to the Corporation of a written
consent or consents purporting to authorize or take corporate action and/or
related revocations (each such written consent and any revocation thereof
is referred to in this Article IX as a "Consent"), the secretary of the
Corporation shall provide for the safekeeping of such Consents and shall as
soon as practicable thereafter conduct such reasonable investigation as he
deems necessary or appropriate for the purpose of ascertaining the validity
of such Consents and all matters incident thereto, including, without
limitation, whether the holders of shares having the requisite voting power
to authorize or take the action specified in the Consents have given
consents. No consent to corporate action in writing without a meeting shall
be effective unless delivered to the Corporation within sixty (60) days
following the record date relating thereto fixed pursuant to this Article
IX.

ARTICLE X.
EFFECTIVE DATE, EFFECT ON PRIOR BY-LAWS

Section 1. Effective Date. These By-Laws shall take effect as of
February 16, 2001 (the "Effective Date"), the date of approval hereof by
the Board of Directors of the Company.

Section 2. Effect on Prior By-Laws. As of the Effective Date, these
By-Laws shall replace and supersede all existing and prior by-laws of the
Corporation, which hereby are repealed.