Exhibit 3.10

                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                                   ALTEON INC.

                                    ARTICLE I

                                     OFFICES

         SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
within the State of Delaware shall be located at the Corporation Trust Center,
1209 Orange Street in the City of Wilmington, County of New Castle, State of
Delaware 19801, and the name of the registered agent in charge thereof is The
Corporation Trust Company.

         SECTION 2. OTHER OFFICES. The Corporation may have other offices,
either within or without the State of Delaware, at such place or places as the
Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 1. PLACE. All meetings of the stockholders shall be held at
such place, either within or without the State of Delaware, as shall be
designated by the Board of Directors, or in the case of special meetings, at the
place specified in the notice of the meeting.

         SECTION 2. ANNUAL MEETING. The annual meeting of stockholders for the
election of directors and for such other business as may properly come before
the meeting shall be held at such date and time as may be designated by the
Board of Directors.

         SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose or purposes, may be called only by the Chairman of the Board,
President or Secretary, or by resolution of the Board of Directors.

         SECTION 4. NOTICE. Written notice of the place, date and hour of any
annual or special meeting of the stockholders shall be given by the Secretary or
any Assistant Secretary not less than ten (10) nor more than sixty (60) days
prior to the meeting, to each stockholder of record entitled to vote thereat at
his/her post office address as the same appears on the books of the Corporation
at the time of such mailing. The notice of any special meeting shall state, in
addition, the purpose or purposes for which the meeting is called. Notice of any
meeting of stockholders need not be given to any stockholder who shall sign a
waiver of such notice in writing, whether before or after the time of such
meeting, or to any stockholder who shall attend such meeting in person or by
proxy. Notice of any adjourned meeting of the stockholders of the Corporation
need not be given, except as otherwise required by statute.



         SECTION 5. RECORD DATE. For the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining stockholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action affecting the interests of stockholders, the Board
of Directors may fix, in advance, a record date. Such date shall not be more
than sixty (60) nor less than ten (10) days before the date of any such meeting,
nor more than sixty (60) days prior to any other action.

         In each such case, except as otherwise provided by law, only such
persons as shall be stockholders of record on the date so fixed shall be
entitled to notice of, and to vote at, such meeting and any adjournment thereof,
or to express such consent or dissent, or to receive payment of such dividend,
or such allotment of rights, or otherwise to be recognized as stockholders for
the related purpose, notwithstanding any registration or transfer of stock on
the books of the Corporation after any such record date so fixed.

         SECTION 6. QUORUM. Except as otherwise provided by statute or the
Certificate of Incorporation of the Corporation, the presence, in person or by
proxy, of stockholders holding a majority of the shares of the stock of the
Corporation generally entitled to vote shall constitute a quorum at all meetings
of the stockholders for the transaction of business. When a quorum is once
present to organize a meeting, it is not broken by the subsequent withdrawal of
any stockholders. In the absence of a quorum at any meeting or any adjournment
thereof, a majority in interest of the stockholders entitled to vote thereat,
present in person or by proxy, shall have the power to adjourn the meeting from
time to time, without any notice other than announcement at the meeting of the
time and place of the adjourned meeting, until the requisite amount of shares
entitled to vote thereat shall be present. At any such adjourned meeting at
which the requisite amount of shares entitled to vote thereat shall be
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed. 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.

         SECTION 7. VOTING. Unless otherwise provided by any provision of the
laws of the State of Delaware or of the Certificate of Incorporation or these
By-Laws, each stockholder entitled to vote shall be entitled to one vote, in
person or by proxy, for each share of stock held by such stockholder. All
elections for directors shall be decided by plurality vote, and all other
questions shall be decided by majority vote, except as otherwise provided by the
laws of the State of Delaware or the Certificate of Incorporation or these
By-Laws.

         SECTION 8. PROXIES. Every proxy must be executed in writing by the
stockholder or by his/her attorney-in-fact. No proxy shall be valid after the
expiration of three (3) years from the date thereof, unless otherwise provided
in the proxy. Every proxy shall be revocable at the pleasure of the stockholder
executing it, except in those cases where an irrevocable proxy is permitted by
law.

         SECTION 9. ACTION WITHOUT MEETING. To the fullest extent permitted by
law, whenever a vote of stockholders at a meeting thereof is required or
permitted to be taken in



connection with any corporate action by any provision of the laws of the State
of Delaware or of the Certificate of Incorporation or these By-Laws, the
meeting, prior notice thereof and the vote of stockholders may be dispensed with
if the holders of shares of stock of the Corporation having not less than the
minimum number of votes that would have been necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted shall consent in writing to the taking of such action. Where corporate
action is taken in such manner by less than unanimous written consent, prompt
written notice of the taking of such action shall be given to all stockholders
who have not consented in writing thereto.

         SECTION 10. ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND
OTHER STOCKHOLDER PROPOSALS. The matters to be considered and brought before any
annual or special meeting of stockholders of the Corporation shall be limited to
only such matters, including the nomination and election of directors, as shall
be brought properly before such meeting in compliance with the procedures set
forth in this Section 10. For any matter to be properly brought before any
annual meeting of stockholders, the matter must be (i) specified in the notice
of annual meeting given by or at the direction of the Board of Directors, (ii)
otherwise brought before the annual meeting by or at the direction of the Board
of Directors or (iii) brought before the annual meeting in the manner specified
in this Section 10 by a stockholder that holds of record stock of the
Corporation entitled to vote at the annual meeting on such matter (including any
election of a director) or (y) by a person (a "Nominee Holder") that holds such
stock through a nominee or "street name" holder of record of such stock and can
demonstrate to the Corporation such indirect ownership of, and such Nominee
Holder's entitlement to vote, such stock on such matter. In addition to any
other requirements under applicable law, the certificate of incorporation and
these By-Laws, persons nominated by stockholders for election as directors of
the Corporation and any other proposals by stockholders shall be properly
brought before an annual meeting of stockholders only if notice of any such
matter to be presented by a stockholder at such meeting (a "Stockholder Notice")
shall be delivered to the Secretary at the principal executive office of the
Corporation not less than ninety nor more than one hundred and twenty days prior
to the first anniversary date of the annual meeting for the preceding year;
provided, however, that if and only if the annual meeting is not scheduled to be
held within a period that commences thirty days before and ends thirty days
after such anniversary date (an annual meeting date outside such period being
referred to herein as an "Other Meeting Date"), such Stockholder Notice shall be
given in the manner provided herein by the later of (i) the close of business on
the date ninety days prior to such Other Meeting Date or (ii) the close of
business on the tenth day following the date on which such Other Meeting Date is
first publicly announced or disclosed. Any stockholder desiring to nominate any
person or persons (as the case may be) for election as a director or directors
of the Corporation at an annual meeting of stockholders shall deliver, as part
of such Stockholder Notice, a statement in writing setting forth the name of the
person or persons to be nominated, the number and class of all shares of each
class of stock of the Corporation owned of record and beneficially by each such
person, as reported to such stockholder by such person, the information
regarding each such person required by paragraphs (a), (e) and (f) of Item 401
of Regulation S-K adopted by the Securities and Exchange Commission, each such
person's signed consent to serve as a director of the Corporation if elected,
such stockholder's name and address, the number and class of all shares of each
class of stock of the Corporation owned of record and beneficially by such
stockholder and, in the case of a Nominee Holder, evidence establishing such
Nominee Holder's indirect ownership of stock and entitlement to vote such stock
for the election of directors at the annual meeting. Any stockholder who gives a
Stockholder Notice of any matter (other than a nomination for director) proposed
to be brought before an annual meeting of stockholders shall deliver, as part of
such Stockholder Notice,



the text of the proposal to be presented and a brief written statement of the
reasons why such stockholder favors the proposal and setting forth such
stockholder's name and address, the number and class of all shares of each class
of stock of the Corporation owned of record and beneficially by such
stockholder, any material interest of such stockholder in the matter proposed
(other than as a stockholder), if applicable, and, in the case of a Nominee
Holder, evidence establishing such Nominee Holder's indirect ownership of stock
and entitlement to vote such stock on the matter proposed at the annual meeting.
As used in these by-laws, shares "beneficially owned" shall mean all shares
which such person is deemed to beneficially own pursuant to Rules 13d-3 and
13d-5 under the Securities Exchange Act of 1934 (the "Exchange Act"). If a
stockholder is entitled to vote only for a specific class or category of
directors at a meeting (annual or special), such stockholder's right to nominate
one or more individuals for election as a director at the meeting shall be
limited to such class or category of directors.

         Except as provided in the immediately following sentence, no matter
shall be properly brought before a special meeting of stockholders unless such
matter shall have been brought before the meeting pursuant to the Corporation's
notice of such meeting. In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board of
Directors, any stockholder entitled to vote for the election of such director(s)
at such meeting may nominate a person or persons (as the case may be) for
election to such position(s) as are specified in the Corporation's notice of
such meeting, but only if the Stockholder Notice required by this Section 10
shall be delivered to the Secretary at the principal executive office of the
Corporation not later than the close of business on the tenth day following the
first day on which the date of the special meeting and either the names of all
nominees proposed by the Board of Directors to be elected at such meeting or the
number of directors to be elected shall have been publicly announced or
disclosed.

         In no event shall the adjournment of an annual meeting or a special
meeting, or any announcement thereof, commence a new period for the giving of
notice as provided in this Section 10. This Section 10 shall not apply to (i)
any stockholder proposal made pursuant to Rule 14a-8 under the Exchange Act or
(ii) any nomination of a director in an election in which only the holders of
one or more series of Preferred Stock of the Corporation issued pursuant to the
certificate of incorporation are entitled to vote (unless otherwise provided in
the terms of such stock).

         The chairman of any meeting of stockholders, in addition to making any
other determinations that may be appropriate to the conduct of the meeting,
shall have the power and duty to determine whether notice of nominees and other
matters proposed to be brought before a meeting has been duly given in the
manner provided in this Section 10 and, if not so given, shall direct and
declare at the meeting that such nominees and other matters shall not be
considered.



                                   ARTICLE III

                                    DIRECTORS

         SECTION 1. NUMBER AND TERM. The number of directors that shall
constitute the whole Board of Directors shall be no less than four (4) and no
more than ten (10). The number of directors may be increased within the range of
four (4) to ten (10) by a vote of the Board without stockholder approval. The
Board of Directors shall be divided into three (3) classes, which are designated
Class A, Class B and Class C, respectively. The directors in each class shall be
as equal in number as possible. At each annual meeting of stockholders,
directors to replace those whose terms expired at such meeting shall be elected
to hold office until the third succeeding annual meeting and until their
successors have been elected and shall have qualified.

         SECTION 2. RESIGNATIONS. Any director or member of a committee of the
Board of Directors may resign at any time. Such resignation shall be made in
writing, and shall take effect at the time specified therein, and if no time be
specified, at the time of its receipt by any officer of the Corporation. The
acceptance of a resignation shall not be necessary to make it effective.

         SECTION 3. VACANCIES. If any vacancy shall occur on the Board of
Directors or on a committee of the Board of Directors, for any reason, the
remaining directors in office, though less than a quorum, by a majority vote may
appoint any qualified person to fill such vacancy. Such person shall hold office
for the unexpired term and until his/her successor shall be elected and
qualified.

         SECTION 4. INCREASE OF NUMBER OF DIRECTORS. Newly created directorships
resulting from any increase in the authorized number of directors may be filled
only by a majority of the directors then in office, although less than a quorum,
or by a sole remaining director.

         SECTION 5. POWERS. The property, affairs and business of the
Corporation shall be managed by or under the direction of the Board of Directors
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute, by the Certificate of Incorporation or by
these By-Laws directed or required to be exercised or done by the stockholders.

                                   ARTICLE IV

                              MEETINGS OF THE BOARD

         SECTION 1. PLACE. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.



         SECTION 2. PARTICIPATION IN MEETINGS BY TELEPHONE. Members of the Board
of Directors, or any committee thereof, may participate in a meeting of such
Board or committee by means of conference telephone or similar communications
equipment that enables all persons participating in the meeting to hear each
other. Such participation shall constitute presence in person at such meeting.

         SECTION 3. ANNUAL MEETING. The annual meeting of the Board of Directors
shall be held immediately after the annual meeting of stockholders, and no
notice of such meeting shall be necessary in order to constitute the meeting,
provided a quorum shall be present. In the event such annual meeting is not held
at such time and place, 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 duly executed waiver of
notice thereof.

         SECTION 4. 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 of Directors.

         SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board, if any, or by the President not less
than one (1) day before the meeting; special meetings shall be called by the
Chairman of the Board, President or Secretary on like notice on the written
request of two (2) directors.

         SECTION 6. QUORUM; ACT OF THE BOARD OF DIRECTORS. At all meetings of
the Board of Directors, a majority of the total number of directors shall be
necessary to be and constitute a quorum for the transaction of business. The
vote of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time until a quorum shall be present.
Notice of any such adjournment shall be given to any directors who were not
present and, unless announced at the meeting, to the other directors. For
purposes of the foregoing, any director who participates in any meeting of the
Board of Directors by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other shall be deemed to be present in person at such meeting.

         SECTION 7. COMPENSATION. Directors, as such, shall not receive any
stated salary for their services. By resolution of the Board of Directors,
however, a fixed fee together with expenses of attendance, if any, may be
allowed for attendance at each regular or special meeting of the Board of
Directors or of any committee of the Board of Directors, provided that nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Further,
by resolution of the Board of Directors, the Chairman of the Board may receive a
stipend in connection with his or her services rendered as Chairman.



         SECTION 8. ACTION WITHOUT MEETING. Whenever any action is required or
permitted to be taken at a meeting of the Board of Directors, such action may be
taken without a meeting if, prior or subsequent to the taking of such action,
all members of the Board of Directors consent thereto in writing and such
written consent or consents are filed with the minutes of the proceedings of the
Board; and such written consent or consents shall have the same effect as a
unanimous vote at a meeting of the Board of Directors at which all members
thereof were present and voting.

         SECTION 9. COMMITTEES. The Board of Directors, by resolution adopted by
a majority of the whole Board, may from time to time designate from among its
members an executive committee, an audit committee, a compensation committee and
such other committees, and alternate members thereof, as they may deem
desirable, each such committee consisting of one or more members, with such
power and authority (to the extent permitted by law) as may be provided in such
resolution. Each such committee shall serve at the pleasure of the Board.

                                    ARTICLE V

                                     NOTICES

         SECTION 1. FORM; DELIVERY. Notices to directors and stockholders shall
be in writing and may be delivered personally or by mail or telegram. Notice by
mail shall be deemed to be given at the time when deposited in any post office
or letter box, in a post-paid sealed wrapper, and addressed to directors or
stockholders at their addresses appearing on the records of the Corporation,
unless any such director or stockholder shall have filed with the Secretary of
the Corporation a written request that notices intended for him/her be mailed or
delivered to some other address, in which case the notice shall be mailed to or
delivered at the address designated in such request. Notice to directors may
also be given by leaving the notice at the residence or usual place of business
of a director.

         SECTION 2. WAIVER. Whenever a notice is required to be given by any
statute or these By-Laws, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to such notice. Attendance of a person at a
meeting of stockholders, directors or any committee of directors, as the case
may be, shall constitute a waiver of notice of such meeting, except when the
person is attending 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 stockholders, directors or
committee of directors need be specified in any written waiver of notice.



                                   ARTICLE VI

                                    OFFICERS

         SECTION 1. OFFICERS. The officers of the Corporation shall be a
Chairman of the Board, a President, a Treasurer, and a Secretary, all of whom
shall be elected by the Board of Directors and who shall hold office until their
successors are elected and qualified or until their earlier resignation or
removal. In addition, the Board of Directors may elect a Chief Operating
Officer, one or more Vice Presidents, and such Assistant Secretaries and
Assistant Treasurers as the Board of Directors may deem proper. None of the
officers of the Corporation need be directors. The officers shall be elected at
the first meeting of the Board of Directors after each annual meeting of
stockholders. Any officer elected by the Board of Directors may be removed with
or without cause at any time by the Board of Directors. Any number of offices
may be held by the same person.

         SECTION 2. OTHER OFFICERS AND AGENTS. The Board of Directors may elect
such other officers and agents as it may deem advisable, who shall hold their
offices for such terms, shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.

         SECTION 3. COMPENSATION. Except as otherwise provided in any employment
agreement to which the Corporation is a party, the compensation of all officers
of the Corporation shall be fixed by the Board of Directors, and the
compensation of agents shall either be so fixed or shall be fixed by officers
thereunto duly authorized.

         SECTION 4. VACANCIES. If an office becomes vacant for any reason, the
Board of Directors may fill such vacancy. Any officer so elected by the Board of
Directors shall serve only until such time as the unexpired term of his/her
predecessor shall have expired, unless reelected by the Board of Directors or
unless he/she shall resign or be removed in accordance with these By-Laws.

         SECTION 5. CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors.
He/she shall see that all orders and resolutions of the Board are carried into
effect, subject, however, to the right of the directors to delegate any specific
powers to any other officer or officers of the Corporation. He/she shall have
the authority to execute bonds, mortgages and other contracts under the seal of
the Corporation except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation. He/she shall perform such other duties as may from time to time
be requested by the Board of Directors.

         SECTION 6. PRESIDENT. The President shall be the Chief Executive
Officer of the Corporation. He/she shall have general and active management of
the business of the Corporation, shall see that all orders and resolutions of
the Board are carried into effect, subject, however, to the right of the
Chairman of the Board and the directors to delegate any specific powers, except
such as may be by statute exclusively conferred on the Chief Executive Officer,
to any other officer or officers of the Corporation. He/she shall have the
authority to execute bonds, mortgages and other contracts under the seal of the
Corporation except where the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other



officer or agent of the Corporation. He/she shall have the general powers and
duties of supervision and management usually vested in the Chief Executive
Officer of a corporation. He/she shall present a report of the condition of the
business of the Corporation at each annual meeting of the stockholders and the
Board of Directors. In the absence of the Chairman of the Board, he/she shall
preside at all meetings of the stockholders and of the Board of Directors.
He/she shall perform such other duties as may from time to time be requested by
the Board of Directors.

         SECTION 7. CHIEF OPERATING OFFICER. A Chief Operating Officer, if one
has been appointed, shall be vested with all the powers, and shall be required
to perform all the duties, as may be properly assigned by the Board of
Directors, the Chairman of the Board or the President.

         SECTION 8. VICE PRESIDENT(S). The Vice President or Vice Presidents,
acting under the direction of the President, shall manage the business and
affairs of the Corporation and shall have such other powers and duties as may
from time to time be assigned by the Board of Directors, the Chairman of the
Board or the President. Subject to any limitations imposed by the Board of
Directors, the Vice President or Vice Presidents in the order of their election
shall have all the powers and duties of the President in the event of the
President's absence or inability to act.

         SECTION 9. SECRETARY AND ASSISTANT SECRETARY(IES). The Secretary shall
attend all meetings of the Board of Directors and all meetings of the
stockholders and record all the proceedings of the meetings of the stockholders
and of the Board of Directors in a book to be kept for that purpose and shall
perform like duties for the standing committees if required. He/she shall give,
or cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors, the Chairman of the Board or the
President, under whose supervision he/she shall be. He/she shall have custody of
the seal of the Corporation and he/she or an Assistant Secretary shall have
authority to affix the same to any instrument requiring it, and, when so
affixed, it may be attested by his/her signature or by the signature of such
Assistant Secretary. The Board of Directors may give general authority to any
other officer to affix the seal of the Corporation and to attest the affixing by
his/her signature. He/she shall keep in safe custody the certificate books and
stockholder records and such other books and records as the Board of Directors
may direct and shall perform all other duties incident to the office of
Secretary.

         The Assistant Secretary or, if there be more than one, the Assistant
Secretaries in the order determined by the 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/her inability 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 may from time to time
prescribe.



         SECTION 10. TREASURER AND ASSISTANT TREASURER(S). 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 moneys 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/she shall disburse the funds of the Corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Board of Directors, the Chairman of the
Board and the President at its regular meetings, or when the Board of Directors
so requires, an account of all of his/her transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board of Directors,
he/she shall give the Corporation a bond (which shall be renewed from time to
time) in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his/her
office and for the restoration to the Corporation, in case of his/her death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his/her possession or under his/her
control belonging to the Corporation.

         The Assistant Treasurer or, if there shall be more than one, the
Assistant Treasurers in the order determined by the 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/her inability 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 may from
time to time prescribe.

         SECTION 11. RESIGNATIONS. Any officer may resign at any time. Such
resignation shall be made in writing, and shall take effect at the time
specified therein or, if no time shall be specified, at the time of its receipt
by any officer of the Corporation. The acceptance of a resignation shall not be
necessary to make it effective.

                                   ARTICLE VII

                               STOCK CERTIFICATES

         SECTION 1. FORM; SIGNATURE. The certificates for shares of stock of the
Corporation shall be in such form as shall be determined by the Board of
Directors and shall be numbered consecutively and entered in the books of the
Corporation as they are issued. Each certificate shall exhibit the registered
holder's name, the number and class of shares and the date of issuance thereof
and shall be signed by, or in the name of, the Corporation by (i) the Chairman
of the Board of Directors, the President or any Vice President and (ii) the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
of the Corporation, certifying the number of shares owned by such holder in the
Corporation. In case any officer who has signed a certificate shall cease to be
an officer before such certificate is issued, it may be issued with the same
effect as if he/she were such officer at the date of issue. Each certificate
exchanged or returned to the Corporation shall be marked "Canceled," with the
date of cancellation.



         SECTION 2. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his/her
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate or certificates alleged to have been lost, stolen or destroyed or
the issuance of such new certificate or certificates.

         SECTION 3. REGISTRATION OR TRANSFER. Upon surrender to the Corporation
or any transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation or such transfer
agent to issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

         SECTION 4. REGISTERED STOCKHOLDERS. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as such
owner, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

         SECTION 1. DIVIDENDS. Dividends upon the shares of the Corporation may
be declared by the Board of Directors, from time to time, at any regular or
special meeting. Dividends may be paid in cash, in property, or in shares of
stock, subject to the provisions of the Certificate of Incorporation and the
provisions of the Delaware General Corporation Law or any successor statute.

         SECTION 2. RESERVES. The directors may set apart out of any funds of
the Corporation legally available for dividends such sum or sums as the Board of
Directors, in its absolute discretion, thinks proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for such other purpose as the directors
shall determine to be in the best interests of the Corporation, and the
directors may modify or abolish any such reserve.

         SECTION 3. ANNUAL STATEMENT. The Board of Directors shall present at
each annual meeting of stockholders a full and clear statement of the business
and condition of the Corporation.



         SECTION 4. CHECKS. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

         SECTION 5. FISCAL YEAR. The fiscal year of the Corporation shall
commence on January 1 and end on December 31.

         SECTION 6. SEAL. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Delaware." The seal may be used by causing it or a facsimile to be
impressed or affixed or reproduced or otherwise.

                                   ARTICLE IX

                          INDEMNIFICATION AND INSURANCE

         SECTION 1. INDEMNIFICATION AND INSURANCE. Every person who was or is a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he/she or a person of whom he/she is the legal
representative is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation or for its benefit as a director or
officer of another corporation, or as its representative in another enterprise,
shall be indemnified and held harmless to the fullest extent legally permissible
under and pursuant to any procedure specified in the General Corporation Law of
the State of Delaware, as amended from time to time, against all expenses,
liabilities and losses (including attorneys' fees, judgments, fines and amounts
paid or to be paid in settlement) reasonably incurred or suffered by him/her in
connection therewith. Such right of indemnification shall be a contract right
that may be enforced in any manner desired by such person. Such right of
indemnification shall not be exclusive of any other right which such directors,
officers or representatives may have or hereafter acquire and, without limiting
the generality of such statement, they shall be entitled to their respective
rights of indemnification under any agreement, vote of stockholders, provision
of law or otherwise, as well as their rights under this Article.

         The Board of Directors may cause the Corporation to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the Corporation would have the power to indemnify
such person.



                                    ARTICLE X

                                   AMENDMENTS

         SECTION 1. AMENDMENT BY STOCKHOLDERS. These By-Laws may be amended by
the stockholders, not inconsistent with the Corporation's Articles of
Incorporation or the laws of the State of Delaware, at any annual or special
meeting of the stockholders, by a two-thirds vote of all outstanding shares of
the Corporation.

         SECTION 2. AMENDMENT BY BOARD OF DIRECTORS. The Board of Directors by a
majority vote of the whole Board at any meeting may amend these By-Laws,
including By-Laws adopted by the stockholders, provided the stockholders may
from time to time specify particular provisions of these By-Laws that may not be
amended by the Board of Directors.

As amended through February 12, 2003.