EXHIBIT 3.2

                                     BYLAWS

                                       OF

                            NEXELL THERAPEUTICS INC.

                AMENDED AND RESTATED EFFECTIVE NOVEMBER 9, 1999,
           AS FURTHER AMENDED ON JUNE 29, 2000 AND ON OCTOBER 16, 2002

ARTICLE I.
OFFICES

1.1 Registered Office. The registered office of Nexell Therapeutics Inc.
(hereinafter called the "Corporation") in the State of Delaware shall be at 9
East Loockerman Street in the City of Dover, County of Kent, and the name of the
registered agent in charge thereof shall be National Registered Agents, Inc.

1.2 Other Offices. The Corporation may also have an office or offices at such
other place or places, either within or without the State of Delaware, as the
Board of Directors (hereinafter called the "Board") may from time to time
determine or as the business of the Corporation may require.

ARTICLE II.
MEETINGS OF STOCKHOLDERS

2.1 Annual Meetings. Annual meetings of the stockholders of the Corporation for
the purpose of electing directors and for the transaction of such other proper
business as may come before such meetings may be held at such time, date and
place as the Board shall determine by resolution.

2.2 Special Meetings. A special meeting of the stockholders for the transaction
of any proper business may be called at any time by the Board or by the Chief
Executive Officer.

2.3 Place of Meetings. All meetings of the stockholders shall be held at such
places, within or without the State of Delaware, as may from time to time be
designated by the person or persons calling the respective meeting and specified
in the respective notices or waivers of notice thereof.

2.4 Notice of Meetings. Except as otherwise required by law, notice of each
meeting of the stockholders, whether annual or special, shall be given not less
than 10 nor more than 60 days before the date of the meeting to each stockholder
of record entitled to vote at such meeting by delivering a typewritten or
printed notice thereof to him personally, or by depositing such notice in the
United States mail or in the care of an express courier, in a postage prepaid
envelope, directed to him at his post office address or other delivery address
furnished by him to the Secretary of the Corporation for such purpose or, if he
shall not have furnished to the Secretary his address for such purpose, then at
his post office address last known to the Secretary, or by transmitting a notice
thereof to him at such address by facsimile, telegraph, cable, or wireless.
Except as otherwise expressly required by law, no publication of any notice of a
meeting of the stockholders shall be required. Every notice of a meeting of the
stockholders shall state the place, date and hour of the meeting, and, in the
case of a special meeting, shall also state the purpose or purposes for which
the meeting is called. Notice of any meeting of stockholders shall not be
required to be given to any stockholder who shall have waived such notice, and
such notice shall be deemed waived by any stockholder who shall attend such
meeting in person or by proxy, except for a stockholder who shall attend such
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. Except as
otherwise expressly required by law, notice of any adjourned meeting of the
stockholders need not be given if the time and place thereof are announced at
the meeting at which the adjournment is taken.

2.5 Quorum. Except in the case of any meeting for the election of directors
summarily ordered as provided by law, the holders of record of a majority in
voting interest of the shares of stock of the Corporation entitled to be voted
thereat, present in person or by proxy, shall constitute a quorum for the
transaction of business at any meeting of the stockholders of the Corporation or
any adjournment thereof. In the absence of a quorum at any meeting or any
adjournment thereof, a majority in voting interest of the stockholders present
in person or by proxy and entitled to vote thereat or, in the absence therefrom
of all the stockholders, any officer entitled to preside at or to act as
secretary of such meeting may adjourn such meeting from time to time. At any
such adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally called.

2.6   Voting.

(a) Each stockholder shall, at each meeting of the stockholders, be entitled to
vote, in person or by proxy, each share or fractional share of the stock of the
Corporation which shall have voting rights on the matter in question and which
shall have been held by him and registered in his name on the books of the
Corporation:

(i) on the date fixed, pursuant to Section 6.5 of these Bylaws, as the record
date for the determination of stockholders entitled to notice of and to vote at
such meeting; or

(ii) if no such record date shall have been so fixed, then (A) at the close of
business on the day next preceding the on which notice of the meeting shall be
given; or (B) if notice of meeting shall be waived, at the close of business on
the day next the day on which the meeting shall be held.

(b) Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors in such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Persons holding stock of the Corporation in a fiduciary capacity shall
be entitled to vote such stock. Persons whose stock is pledged shall be entitled
to vote, unless in the transfer by the pledgor on the books of the Corporation
he shall have expressly empowered the pledgee to vote thereon, in which case
only the pledgee or his proxy may represent such stock and vote thereon. Stock
having voting power standing of record in the names of two or more persons or
other entities, whether fiduciaries, members of a partnership, joint tenants in
common, tenants by entirety or otherwise, or with respect to which two or more
persons or other entities have the same fiduciary relationship, shall be voted
in accordance with the provisions of the General Corporation Law of the State of
Delaware.

(c) Any such voting rights may be exercised by the stockholder entitled thereto
in person or by his proxy appointed by an instrument in writing, subscribed by
such stockholder or by his attorney thereunto authorized, and delivered to the
secretary of the meeting; provided, however, that no proxy shall be voted or
acted upon after three years from its date, unless said proxy shall provide for
a longer period. The attendance at any meeting of a stockholder who may
theretofore have given a proxy shall not have the effect of revoking the same
unless he shall in writing so notify the secretary of the meeting prior to the
voting of the proxy. At any meeting of the stockholders, all matters, except as
otherwise provided in the Certificate of Incorporation, in these Bylaws or by
law, shall be decided by the vote of a majority in voting interest of the
stockholders present, in person or by proxy, and entitled to vote thereat and
thereon, a quorum being present. The vote at any meeting of the Stockholders on
any question need not be by ballot, unless so directed by the chairman of the
meeting. On a vote by ballot,



each ballot shall be signed by the stockholder voting or by his proxy, if there
be such proxy, and it shall state the number of shares voted.

2.7 List of Stockholders. The Secretary of the Corporation shall prepare and
make, at least 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 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.

2.8 Inspectors of Election. If at any meeting of the stockholders a vote by
written ballot shall be taken on any question, the chairman of such meeting may
appoint an inspector or inspectors to act with respect to such vote. Each
inspector so appointed shall first subscribe an oath to faithfully execute the
duties of an inspector at such meeting, with strict impartiality and according
to the best of his ability. Such inspectors shall decide upon the qualification
of the voters, report the number of shares represented at the meeting and
entitled to vote on such question, conduct and accept the votes, and, when the
voting is completed, ascertain and report the number of shares voted,
respectively, for and against the question. Reports of inspectors shall be in
writing, subscribed and delivered by them to the Secretary of the Corporation.
The inspectors need not be stockholders of the Corporation, and any officer of
the Corporation may be an inspector on any question other than a vote for or
against a proposal in which he shall have a material interest.

2.9 Action Without Meeting. Any action required to be taken at any annual or
special meeting of stockholders of the Corporation, or any action which 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 or
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding shares of 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, where by less
than unanimous written consent, shall be given to those stockholders who have
not consented in writing.

ARTICLE III.
BOARD OF DIRECTORS

3.1 General Powers. The property, business and affairs of the Corporation shall
be managed by the Board.

3.2 Number and Term of Office. The number of directors shall not be less than
one and not more than eight, as determined by the Board. Each of the directors
of the Corporation shall hold office until his successor shall have been duly
elected and shall qualify or until he shall resign or shall have been removed in
the manner hereinafter provided.

3.3 Election of Directors. The directors shall initially consist of the persons
elected as such by the incorporator and thereafter shall be elected annually by
the stockholders of the Corporation entitled to vote thereon, and the persons
receiving the greatest number of votes, up to the number of directors to be
elected, shall be the directors.

3.4 Resignations. Any director of the Corporation may resign at any time by
giving written notice to the Board or to the Secretary of the Corporation. Any
such resignation shall take effect at the time specified therein, or, if the
time be not specified, it shall take effect immediately upon its receipt; unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.



3.5 Vacancies. Except as otherwise provided in the Certificate of Incorporation,
any vacancy in the Board, whether because of death, resignation,
disqualification, an increase in the number of directors or any other cause, may
be filled by vote of the majority of the remaining directors, although less than
a quorum. Each director so chosen to fill a vacancy shall hold office until his
successor shall have been elected and shall qualify or until he shall resign or
shall have been removed in the manner hereinafter provided.

3.6 Place of Meeting, Etc. The Board may hold any of its meetings at such place
or places within or without the State of Delaware as the Board may from time to
time by resolution designate or as shall be designated by the person or persons
calling the meeting or in the notice or a waiver of notice of any such meeting.
Directors may participate in any regular or special meeting of the Board by
means of conference telephone or similar communications equipment pursuant to
which all persons participating in the meeting of the Board can hear each other,
and such participation shall constitute presence in person at such meeting.

3.7 First Meeting. The Board shall meet as soon as practicable after each annual
election of directors, and notice of such first meeting shall not be required.

3.8 Regular Meetings. Regular meetings of the Board may be held at such times as
the Board shall from time to time by resolution determine. If any day fixed for
a regular meeting shall be a legal holiday at the place where the meeting is to
be held, then the meeting shall be held at the same hour and place on the next
succeeding business day that is not a legal holiday. Except as provided by law,
notice of regular meetings need not be given.

3.9 Special Meetings. Special meetings of the Board shall be held whenever
called by the Chief Executive Officer or a majority in number of directors then
serving on the Board. Except as otherwise provided by law, notice of the time
and place of each such special meeting shall be mailed to each director,
addressed to him at his residence or usual place of business, at least five days
before the day on which the meeting is to be held or shall be sent to him at
such place by facsimile, wireless, telegraph, or cable or be delivered
personally not less than 24 hours before the time at which the meeting is to be
held.

Except where otherwise required by law or by these Bylaws, notice of the purpose
of a special meeting need not be given. Notice of any meeting of the Board shall
not be required to be given to any director who is present at such meeting,
except a director who shall attend such 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.

3.10 Quorum and Manner of Acting. Except as otherwise provided in the
Certificate of Incorporation, in these Bylaws or by law, the presence of a
majority of the authorized number of directors shall be required to constitute a
quorum for the transaction of business at any meeting of the Board, and all
matters shall be decided at any such meeting, a quorum being present, by the
affirmative votes of a majority of the directors present. In the absence of a
quorum, a majority of directors present at any meeting may adjourn the same,
from time to time, until a quorum shall be present. Notice of any adjourned
meeting need not be given. The directors shall act only as a Board, and the
individual directors shall have no power as such.

3.11 Action by Consent. Any action required or permitted to be taken at any
meeting of the Board or of any committee thereof may be taken without a meeting
if a written consent thereto is signed by all members of the Board or of such
committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board or committee.

3.12 Removal of Directors. Subject to the provisions of the Certificate of
Incorporation, any director may be removed at any time, either with or without
cause, by an affirmative vote of stockholders having a majority of the shares
entitled to elect directors of the Corporation.

3.13 Compensation. The directors shall receive only such compensation for their
services as directors as may be allowed by resolution of the Board. The Board
may also provide that the Corporation shall reimburse each director for any
expense incurred by him on account of his



attendance at any meetings of the Board or committees of the Board. Neither the
payment of such compensation nor the reimbursement of such expenses shall be
construed to preclude any director from serving the Corporation or its
subsidiaries in any other capacity and receiving compensation therefor.

3.14 Committees. The Board may, by resolution passed by a majority of the whole
Board, designate one or more committees, each committee to consist of one or
more of the directors of the Corporation. Any such committee, to the extent
provided in the resolution of the Board and except as otherwise limited by law,
shall have and may exercise all the powers and authority of the Board 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 which may require it. Any
such committee shall keep written minutes of its meetings and report the same to
the Board at the next regular meeting of the Board. 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
constituting a quorum, may unanimously appoint another member of the Board to
act at the meeting in the place of any such absent or disqualified member.

ARTICLE IV.
OFFICERS

4.1 Executive Officers: Number and Titles. The executive officers of the
Corporation shall consist solely of those persons elected by the Board and
designated as executive officers. The executive officers of the Corporation
shall consist of a Chairman of the Board, a Chief Executive Officer, a
President, a Secretary, a Treasurer, and, in the discretion of the Board, a
Chief Financial Officer, a Chief Operating Officer, and one or more executive or
senior vice presidents carrying such descriptive titles, if any, as the Board
may designate. Any two or more executive offices may be held by the same person.

4.2 Election, Term of Office, and Qualifications. Notwithstanding a multi-year
employment agreement with any executive officer, the executive officers of the
Corporation shall be elected annually by the Board at the first meeting thereof
held after the annual meeting of the stockholders of the Corporation. Each
executive officer shall hold office at the pleasure of the Board until his
successor shall have been duly elected and qualified or until his death or
earlier resignation or removal from office. The election to office shall not
confer on the individual elected any contractual rights to continued employment.
Any two or more offices may be held by the same person. No officer need be a
stockholder, a director, a resident of any particular State, or a citizen of the
United States.

4.3 Subordinate Officers, Assistants, Agents, and Employees. In addition to the
executive officers specified in Section 4.1 above, the Board may appoint other
vice presidents, assistants, agents, and employees as it may deem necessary or
advisable, each of whom shall hold office for such period, have such authority,
and perform such duties as the Board may from time to time determine. The Board
may delegate to any executive officer of the Corporation or any committee of the
Board the power to appoint, remove, and prescribe the duties of any such
subordinate officers, assistants, agents, or employees.

4.4 Removal and Suspension. Any executive officer, subordinate officer,
assistant, agent, or employee of the Corporation may be removed, with or without
cause, at any time as follows: (i) in the case of any executive officer, only by
resolution of the Board; (ii) in the case of any subordinate officer, assistant,
agent, or employee appointed by the Board, only by resolution of the Board; and
(iii) in the case of any other subordinate officer, assistant, agent, or
employee, by any executive officer of the Corporation or committee of the Board
upon whom such power of removal may have been conferred by the Board. The
removal of any executive officer, subordinate officer, assistant, agent, or
employee shall not impair or prejudice the contractual rights, if any, of such
person. The Chief Executive Officer may suspend, with or without cause and
without prior notice, any executive officer, subordinate officer, assistant,
agent, or



employee, pending final action of the Board with respect to such continued
suspension, removal, or reinstatement of such person.

4.5 Resignations. Any officer may resign at any time by giving written notice of
his resignation to the Board, the Chief Executive Office, or the Secretary of
the Corporation. Any such resignation shall take effect at the time specified
therein or, if the time is not specified, upon receipt thereof by the Board, the
Chief Executive Officer, or the Secretary, as the case may be; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. No resignation shall relieve the person of any
contractual obligations that he may have to the Corporation.

4.6 Vacancies. A vacancy in any office, whether because of death, resignation,
removal, disqualification, or otherwise, may be filled for the unexpired portion
of the term thereof in the manner prescribed by these Bylaws for regular
appointments or elections to such office.

4.7 The Chairman of the Board. The Chairman of the Board shall preside at all
meetings of the stockholders, the Board, and any committee on which he serves.
The Chairman in his role as an executive officer shall not have any authority
with respect to the business, financial affairs, or day-to-day operations of the
Corporation. At the request of the Chairman, or in case of his absence or
inability to act, unless otherwise directed by the Board, the Chief Executive
Officer shall perform the duties of the Chairman and, when so acting, shall have
all the powers of, and be subject to all the restrictions upon, the Chairman.

4.8 The Chief Executive Officer. The Chief Executive Officer shall be the
highest ranking executive officer of the Corporation and, subject to the
supervision of the Board, shall have all authority and power with respect to,
and shall be responsible for, the general management of the business, financial
affairs, and day-to-day operations of the Corporation. The Chief Executive
Officer shall see that all orders and resolutions of the Board are carried into
effect and shall perform such other duties and have such other authority and
powers as the Board may from time to time prescribe. At the request of the Chief
Executive Officer, or in case of his absence or inability to act, unless
otherwise directed by the Board, the President shall perform the duties of the
Chief Executive Officer and, when so acting, shall have all the powers of, and
be subject to all the restrictions upon, the Chief Executive Officer.

4.9 The President and Chief Operating Officer. Unless the Board shall designate
otherwise, the President shall be the Chief Operating Officer of the
Corporation. The President and Chief Operating Officer shall report to the Chief
Executive Officer and shall have, subject to the control of the Chief Executive
Officer and the Board, active supervision and management over the day-to-day
operations of the Corporation and over its subordinate officers, assistants,
agents, and employees. At the request of the President, or in case of his
absence or inability to act, unless otherwise directed by the Board, the Chief
Executive Officer shall perform the duties of the President and, when so acting,
shall have all the powers of, and be subject to all the restrictions upon, the
President.

4.10 The Treasurer and Chief Financial Officer. Unless the Board shall designate
otherwise, the Treasurer shall be the Chief Financial Officer of the
Corporation. The Treasurer and Chief Financial Officer shall report to the Chief
Executive Officer and shall have, subject to the control of the Chief Executive
Officer and the Board, the general care and custody of the funds and securities
of the Corporation and the authority and power with respect to, and the
responsibility for, the Corporation's accounting, auditing, reporting, and
financial record-keeping methods and procedures; controls and procedures with
respect the receipt, tracking, and disposition of the revenues and expenses of
the Corporation; the establishment and maintenance of depository, checking,
savings, investment, and other accounts of the Corporation; relations with
accountants, financial institutions, lenders, underwriters, and analysts; the
development and implementation of funds management and short-term investment
strategies; the preparation of



financial statements and all tax returns and filings of the Corporation; and the
supervision and management of all subordinate officers and personnel associated
with the foregoing.

4.11 The Secretary. The Secretary shall take and transcribe the minutes of all
meetings of the Board, of any committee, and of the stockholders, or consents in
lieu thereof, shall insert such minutes and consents in the Corporation's minute
books, and shall cause notice of such meetings to be given when requested by any
person authorized to call such meetings. The Secretary may sign with the Chief
Executive Officer or President, in the name of the Corporation, all contracts of
the Corporation and affix the seal of the Corporation thereto. The Secretary
shall have charge and custody of the Corporation's seal, minute book, stock
certificate books, and stock transfer ledger. The Secretary shall perform such
other duties as may be prescribed from time to time by the Board of Directors or
as may be delegated from time to time by the Chief Executive Officer.

4.12 The Vice Presidents. Each Executive Vice President shall have such powers
and perform such duties as the Board may from time to time prescribe. Each Vice
President shall have such powers and perform such duties as the executive
officer or committee empowered to appoint such Vice President shall from time to
time prescribe.

4.13 Compensation. The compensation of the executive officers of the Corporation
shall be fixed from time to time by the Board or a committee thereof, or by
written agreement authorized by the Board or a committee thereof. No officer
shall be prevented from receiving such compensation by reason of the fact that
he is also a director of the Corporation, provided, however, that such person
shall abstain from voting as a director on the issue of his compensation.
Nothing contained herein shall preclude any officer from serving the
Corporation, or any subsidiary corporation, in any other capacity and receiving
proper compensation therefor.

ARTICLE V.
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

5.1 Execution of Contracts. The Board, except as in these Bylaws otherwise
provided, may authorize any officer or officers, agent or agents, to enter into
any contract or execute any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances.

5.2 Checks, Drafts, Etc. All checks, drafts, or other orders for payment of
money, notes, or other evidence of indebtedness issued in the name of or payable
to the Corporation shall be signed or endorsed by such person or persons and in
such manner as from time to time shall be determined by resolution of the Board.
Each such officer, assistant, agent or attorney shall give such bond, if any, as
the Board may require.

5.3 Deposits. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as the Board may select or as may be
selected by any officer or officers, assistant or assistants, agent or agents,
or attorney or attorneys of the Corporation to whom such power shall have been
delegated by the Board. For the purpose of deposit and collection for the
account of the Corporation, the Chief Executive Officer, the President, any Vice
President or the Treasurer (or any other officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation who
shall from time to time be determined by the Board) may endorse, assign, and
deliver checks, drafts and other orders for the payment of money which are
payable to the order of the Corporation.

5.4 General and Special Bank Accounts. The Board may from time to time authorize
the opening and keeping of general and special bank accounts with such banks,
trust companies or other depositories as the Board may select or as may be
selected by any officer or officers, assistant or assistants, agent or agents,
or attorney or attorneys of the Corporation to whom such power shall have been
delegated by the Board. The Board may make such special rules



and regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.

ARTICLE VI.
SHARES AND THEIR TRANSFER

6.1 Certificates for Stock. Every owner of stock of the Corporation shall be
entitled to have a certificate or certificates, to be in such form as the Board
shall prescribe, certifying the number and class of shares of the stock of the
Corporation owned by him. The certificates representing shares of such stock
shall be numbered in the order in which they shall be issued and shall be signed
in the name of the Corporation by the Chairman of the Board, Chief Executive
Officer, the President, or a Vice President, and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer. Any or all of
the signatures on the certificates may be a facsimile. In case any officer,
transfer agent or registrar who has signed, or whose facsimile signature has
been placed upon, any such certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, such certificate
may nevertheless be issued by the Corporation with the same effect as though the
person who signed such certificate, or whose facsimile signature shall have been
placed thereupon, were such officer, transfer agent or registrar at the date of
issue. A record shall be kept of the respective names of the persons, firms or
corporations owning the stock represented by such certificates, the number and
class of shares respectively represented by such certificates, the respective
dates thereof, and, in case of cancellation, the respective dates of
cancellation. Every certificate surrendered to the Corporation for exchange or
transfer shall be cancelled, and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so cancelled, except in cases provided for in Section 6.4.

6.2 Transfers of Stock. Transfers of shares of stock of the Corporation shall be
made only on the books of the Corporation by the registered holder thereof or by
his attorney thereunto authorized by power of attorney, duly executed and filed
with the Secretary, or with a transfer clerk or a transfer agent, appointed as
provided in Section 6.3, and upon surrender of the certificate or certificates
for such shares, properly endorsed, and the payment of all taxes thereon. The
person in whose name shares of stock stand on the books of the Corporation shall
be deemed the owner thereof for all purposes as regards the Corporation.
Whenever any transfer of shares shall be made for collateral security, and not
absolutely, such fact shall be so expressed in the entry of transfer if, when
the certificate or certificates shall be presented to the Corporation for
transfer, both the transferor and the transferee request the Corporation to do
so.

6.3 Regulations. The Board may make such rules and regulations as it may deem
expedient, not inconsistent with these Bylaws, concerning the issue, transfer
and registration of certificates for shares of the stock of the Corporation. It
may appoint, or authorize any officer or officers to appoint, one or more
transfer clerks or one or more transfer agents and one or more registrars and
may require all certificates for stock to bear the signature or link signatures
of any of them.

6.4 Lost, Stolen, Destroyed and Mutilated Certificates. In any case of loss,
theft, destruction or mutilation of any certificate of stock, another may be
issued in its place upon proof of such loss, theft, destruction, or mutilation
and upon the giving of a bond of indemnity to the Corporation, in such form and
in such sum as the Board may direct; provided, however, that a new certificate
may be issued without requiring any bond when, in the judgment of the Board, it
is proper so to do.

6.5 Fixing Date for Determination of Stockholders of Record. 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, to express consent to
corporate action in writing without a meeting, to receive payment of any
dividend or other distribution or allotment of any rights, to exercise any
rights in respect of any other change, conversion, or exchange of stock, or for
the purpose of




any other lawful action, the Board may fix, in advance, a record date, which
shall not be more than 60 nor less than 10 days before the date of any such
meeting of stockholders nor more than 60 days prior to any other action. If, in
any case involving the determination of stockholders for any purpose other than
notice of or voting at a meeting of stockholders or expressing consent to
corporate action without a meeting, the Board shall not fix such a record date,
the record date for determining stockholders for such purpose shall be the close
of business on the day on which the Board shall adopt the resolution relating
thereto. A determination of stockholders entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of such meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.

ARTICLE VII.
INDEMNIFICATION

7.1 Action, Etc. Other Than 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, 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 employee of the Corporation, or that, being
such a director, officer or employee, he 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 (all persons serving or
having served in such capacities hereinafter referred to as "indemnitees"),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding 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, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; provided, however, that,
except as provided in Section 7.6 hereof with respect to proceedings to enforce
rights to indemnification, the Corporation shall indemnify any such indemnitee
in connection with any proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by two-thirds of the
Board. The termination of any action, suit or proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the indemnitee did not act in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the Corporation and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.

7.2 Actions, Etc., 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 an indemnitee (as defined above) 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, 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 unless, and only to the extent that, the Court of
Chancery 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 Court of Chancery or such other court
shall deem proper.

7.3 Indemnification for Expenses. To the extent that an indemnitee of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 7.1 or 7.2, 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.

7.4 Determination of Right of Indemnification. Any indemnification under Section
7.1 or 7.2 (unless ordered by a court) shall be made by the Corporation unless a
determination is reasonably and promptly made (i) by the Board by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding; or (ii) if such a quorum is not obtainable, or even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion; or (iii) by the stockholders, that such person
acted in bad faith and in a manner that such person did not believe to be in or
not opposed to the best interests of the Corporation or, with respect to any
criminal proceeding, that such person believed or had reasonable cause to
believe that his conduct was unlawful.

7.5 Advances of Expenses. Expenses (including attorneys' fees) incurred by an
indemnitee in defending any civil, criminal, administrative or investigative
action, suit or proceeding or any appeal therefrom shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding if the Corporation shall have received an undertaking by or on behalf
of the indemnitee to repay any amounts so advanced in the event that he is
ultimately determined not to be entitled to be indemnified by the Corporation as
authorized in this Article.

7.6 Right of Indemnitee to Indemnification Upon Application. Any indemnification
pursuant to Sections 7.1 and 7.4 or Sections 7.2 and 7.4 or any advance made
pursuant to Section 7.5 of this Article, shall be made promptly (and, in any
event, within 90 days, in the case of indemnification, and 60 days, in the case
of an advancement, of the receipt by the Secretary of the Corporation of the
written request of the indemnitee), unless, with respect to applications under
Sections 7.1, 7.2 or 7.5, a determination is promptly made by the Board or by a
majority vote of disinterested directors that the indemnitee acted in a manner
set forth in such Sections as to justify the Corporation's not indemnifying or
making an advance to the indemnitee. In the event no quorum of disinterested
directors is obtainable, the Board shall promptly direct that independent legal
counsel shall decide whether the indemnitee acted in the manner set forth in
such Sections as to justify the Corporation's not indemnifying or making an
advance to the indemnitee. The right to indemnification or advances, as granted
by this Article, shall be enforceable by the indemnitee in any court of
competent jurisdiction if the Board or independent legal counsel denies the
claim, whether in whole or in part, or if no disposition of such claim is made
within ninety days. The indemnitee's costs and expenses incurred in connection
with successfully establishing his right to indemnification, whether in whole or
in part, in any such proceeding shall also be indemnified by the Corporation.

7.7 Other Rights and Remedies. The rights provided by or granted pursuant to
this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under the
Certificate of Incorporation, any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in an indemnitee's
official capacity and as to action in another capacity while vested with such
official capacity. All rights provided pursuant to this Article shall be deemed
to be provided by a contract between the Corporation and the indemnitee who
serves in such official capacity at any time while these Bylaws are in effect
and are intended to be retroactive and available with respect to actions taken
in an official capacity or actions taken while vested with such official
capacity prior to the adoption hereof. Any repeal or modification of any
provisions hereof shall not affect any rights or obligations existing at the
time of such repeal or modification.

7.8 Insurance. Upon resolution passed by the Board, the Corporation may (i)
purchase and maintain insurance on behalf of any person who is or was an
indemnitee 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 this Article; or (ii) create a trust fund, grant a security
interest or



use other means (including, without limitation, a letter of credit) to ensure
the payment of such sums as may become necessary to effect indemnification as
provided herein.

7.9 Other Enterprises, Fines and Serving at the Corporation's Request. For
purposes of this Article, references to "other enterprises" shall include
employee benefit plans; references to "fines" shall include any excise taxes
assessed on a person with respect to any employee benefit plan; references to
"serving at the request of the Corporation" shall include any service as a
director, officer, employee or agent of the Corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent with respect
to an employee benefit plan, its participants, or beneficiaries; and a person
who acted in good faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best interests of the
Corporation" as referred to in this Article.

7.10 Beneficiaries of this Article. The rights provided by, or granted pursuant
to the provisions of this Article shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

ARTICLE VIII.
MISCELLANEOUS

8.1 Fiscal Year. The fiscal year of the Corporation shall be determined by
resolution of the Board. In the absence of such resolution, the fiscal year of
the Corporation shall be the calendar year.

8.2 Seal. The Board shall provide a corporate seal, which shall be in the form
of a circle and shall bear the name of the Corporation and words and figures
showing that the Corporation was incorporated in the State of Delaware and the
year of incorporation.

8.3 Waiver of Notices. Whenever notice is required to be given by these Bylaws
or the Certificate of Incorporation, the person entitled to said notice may
waive such notice in writing, either before or after the time stated therein,
and such waiver shall be deemed equivalent to notice.

8.4 Amendments. These Bylaws, or any of them, may be altered, amended or
repealed, and new Bylaws may be made, (i) by the Board, by vote of a majority of
the number of directors then in office as directors acting at any meeting of the
Board; or (ii) by the stockholders holding shares of a class of stock entitled
to vote for the election of directors, at any annual meeting of stockholders,
without previous notice, or at any special meeting of stockholders, provided
that notice of such proposed amendment, modification, repeal or adoption is
given in the notice of special meeting. Any bylaws made or altered by the
stockholders may be altered or repealed by either the Board or the stockholders.