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                                                                     Exhibit 3.2

                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                               ANDRX CORPORATION,
                             A DELAWARE CORPORATION

                              as of March 17, 2003

                                    ARTICLE I
                                     OFFICES

         Section 1. NAME. The name of the Corporation is Andrx Corporation, a
Delaware corporation (the "Corporation").

         Section 2. PRINCIPAL OFFICE AND ADDITIONAL OFFICES. The location of the
registered office of the Corporation shall be as stated in the Certificate of
Incorporation, which location may be changed from time to time by the Board of
Directors of the Corporation (the "Board of Directors"). The Corporation may
also have offices or branches at such other places, both within and without the
State of Delaware, as the Board of Directors may from time to time determine or
as the business of the Corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         Section 1. ANNUAL MEETINGS. All annual meetings of the stockholders of
the corporation for the election of directors and for such other business as may
properly come before the meeting shall be held (i) on the fourth Friday of May
of each calendar year at 10:00 a.m., Eastern time, or on such other date or at
such other time as may be fixed, from time to time, by the Board of Directors,
and (ii) at such place, within or without the State of Delaware, as may be
designated by or on behalf of the Board of Directors and stated in the notice of
meeting or in a duly executed waiver of notice thereof.

         Section 2. SPECIAL MEETINGS. Except as otherwise required by law and
subject to the rights of the holders of the Preferred Stock, special meetings of
stockholders of the Corporation may be called only by (i) the Board of Directors
pursuant to a resolution approved by a majority of the entire Board of
Directors, (ii) the Corporation's Chief Executive Officer ("CEO") or (iii) the
holders of at least one-third of the outstanding shares of capital stock of the
Corporation. Special meetings of stockholders may be held at such time and date,
and at such place, within or without the State of Delaware, as shall be
designated by the Board of Directors and set forth in the notice of meeting
required pursuant to Section 3 of this Article. Notwithstanding anything
contained in these Bylaws to the contrary, this Article II, Section 2 shall not
be altered, amended or repealed except by an affirmative vote of at least
two-thirds of the outstanding shares of capital stock of the Corporation
entitled to vote at a stockholders' meeting duly called for such purpose. Only
such business as is set forth in the notice of a special meeting may be
transacted at such Special Meeting.
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         Section 3. NOTICE. A written notice of each meeting of stockholders
shall be given to each stockholder entitled to vote at the meeting, at the
address as it appears on the stock transfer records of the Corporation, not less
than ten (10) nor more than sixty (60) days before the date of the meeting, by
or at the direction of the CEO, or the President in the absence of a CEO,, the
Secretary or the officer or persons calling the meeting. The notice so given
shall state the date, time and place of the meeting and, in the case of a
special stockholders' meeting, the purpose or purposes for which the meeting is
called.

         Section 4. WAIVER OF NOTICE. Stockholders may waive notice of any
meeting before or after the date and time specified in the written notice of
meeting. Any such waiver of notice must be in writing, be signed by the
stockholder entitled to the notice and be delivered to the Corporation for
inclusion in the appropriate corporate records. Neither the business to be
transacted at, nor the purpose of, any stockholders' meeting need be specified
in any written waiver of notice. Attendance of a person at a stockholders'
meeting shall constitute a waiver of notice of such meeting, unless the
stockholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting.

         Section 5. RECORD DATE. For the purpose of determining stockholders
entitled to notice of or to vote at a stockholders' meeting, to demand a special
meeting, to act by written consent or to take any other action, the Board of
Directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than sixty
(60) days nor, in the case of a stockholders' meeting, less than ten (10) days,
prior to the date on which the particular action requiring such determination of
stockholders is to be taken. If no record date is fixed for the determination of
stockholders entitled to notice of or to vote at a stockholders' meeting, then
the record date for such shall be the close of business on the day before the
first notice is delivered to stockholders.

         Section 6. QUORUM. A majority of the shares entitled to vote on a
matter, represented in person or by proxy, shall constitute a quorum for action
on that matter at a meeting of stockholders. If a quorum is not present or
represented at a meeting of stockholders, the holders of a majority of the
shares represented, and who would be entitled to vote at a meeting if a quorum
were present, may adjourn the meeting from time to time. Once a quorum has been
established at a stockholders' meeting, the subsequent withdrawal of
stockholders, so as to reduce the number of shares entitled to vote at the
meeting below the number required for a quorum, shall not affect the validity of
any action taken at the meeting or any adjournment thereof.

         Section 7. VOTING. If a quorum is present, action on a matter, other
than the election of directors, shall be approved if the votes cast by the
stockholders represented at the meeting and entitled to vote on the subject
matter favoring the action exceeds the votes cast opposing the action, unless a
greater number of affirmative votes or voting by classes is required by Delaware
law or by the Certificate of Incorporation. Directors shall be elected by
plurality vote in accordance with Article III, Section 3 of these Bylaws. Each
outstanding share shall be entitled to one vote on each matter submitted to a
vote at a meeting of stockholders, unless otherwise provided under the
Certificate of Incorporation (or any resolution authorizing any class or series
of Preferred Stock) or under Delaware law.

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         Section 8. PROXIES. A stockholder entitled to vote at any meeting of
stockholders or any adjournment thereof may vote in person or by proxy. A
stockholder may appoint a proxy to vote or otherwise act for him by signing an
appointment form, either personally or by his attorney-in-fact. An appointment
of proxy is effective when received by the Secretary or other officer or agent
authorized to tabulate votes. No proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period.

         Section 9. NO STOCKHOLDER ACTION WITHOUT A MEETING. Any action required
or permitted to be taken by the stockholders of the Corporation shall be taken
at a duly called annual or special meeting of such holders and may not be taken
by any consent in writing by such holders. Notwithstanding anything contained in
these Bylaws to the contrary, this Article II, Section 9 shall not be altered,
amended or repealed except by an affirmative vote of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote at a
stockholders' meeting duly called for such purpose.

         Section 10. ADVANCE NOTICE OF STOCKHOLDER PROPOSED BUSINESS AT ANNUAL
MEETING. At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be either (a) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, (b) otherwise properly brought before the meeting by or
at the direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by a stockholder. In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation, not less than sixty (60) days nor more than ninety (90) days prior
to the meeting; 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 or
made to stockholders, notice by the stockholder 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 was made, whichever first occurs. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of the stockholder
proposing such business, (iii) the class and number of shares of the Corporation
which are beneficially owned by the stockholder, and (iv) any material interest
of the stockholder in such business.

         Notwithstanding anything in the Bylaws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Article II, Section 10; provided, however, that
nothing in this Article II, Section 10 shall be deemed to preclude discussion by
any stockholder of any business properly brought before the annual meeting in
accordance with said procedure.

         The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the

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provisions of this Article III, Section 10, and if he should so determine, he
shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted.

         Notwithstanding anything contained in the Bylaws to the contrary, this
Article II, Section 10 shall not be altered, amended or repealed except by an
affirmative vote of at least two-thirds of the outstanding shares of capital
stock of the Corporation entitled to vote thereon.

                                   ARTICLE III
                                    DIRECTORS

         Section 1. POWERS. All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the Corporation shall be
managed under the direction of, the Board of Directors. Directors must be
natural persons who are at least 18 years of age but need not be residents of
Delaware or stockholders of the Corporation.

         Section 2. COMPENSATION. Directors of the Corporation who also serve as
officers or members of management ("employee directors") shall serve as
directors without compensation. Non-employee directors of the Corporation shall
be entitled to receive such compensation and benefits as is from time to time
determined by the Board of Directors. The employee directors may be paid their
expenses, if any, and the non-employee directors may be paid a fee and expenses,
if any, of attendance at each meeting of the Board of Directors or of any
committee. No such payments shall preclude any director from serving in any
other capacity and receiving compensation therefor.

         Section 3. NUMBER, ELECTION & TERM. The Corporation's Board of
Directors shall consist of not less than three nor more than twelve members,
with the exact number to be fixed from time to time in accordance with a
resolution adopted by a majority of the entire Board of Directors. No decrease
in the number of directors shall have the effect of shortening the term of any
incumbent director. The Board of Directors shall be divided into three classes.
The number of directors elected to each class shall be as nearly equal in number
as possible. Each director in the first class shall be elected to an initial
term expiring at the next ensuing annual meeting of stockholders, each director
in the second class shall be elected to an initial term expiring at the annual
meeting of stockholders held one year thereafter, and each director in the third
class shall be elected to an initial term expiring at the annual meeting of
stockholders held one year thereafter, in each case until his or her successor
is duly elected and qualified or until his or her earlier resignation, death,
incapacity or removal from office. Upon the expiration of the initial terms of
office for each class of directors, the successor directors of each class shall
be elected for a full term of three years, to serve until their successors are
duly elected and qualified or until their earlier resignation, death, incapacity
or removal from office. The Board of Directors shall apportion any increase or
decrease in the number of directors among the classes as nearly equal in number
as possible.

         Section 4. VACANCIES. Whenever any vacancy on the Board of Directors
shall occur due to death, resignation, retirement, disqualification, removal,
increase in the number of directors, or otherwise, a majority of the remaining
directors in office, although less than a quorum of the Board of Directors, may
fill the vacancy for the balance of the unexpired term, at which time a
successor or successors shall be duly elected by the stockholders and qualified.

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Notwithstanding the provisions of any other Article hereof, only the remaining
directors of the Corporation shall have the authority, in accordance with the
procedure stated herein, to fill any vacancy that arises on the Board of
Directors.

         Section 5. REMOVAL OF DIRECTORS. A director may be removed from office
prior to the expiration of his or her term: (i) only for cause; and (ii) only
upon the affirmative vote of at least two-thirds of the outstanding shares of
capital stock of the Corporation entitled to vote for the election of directors.

         Section 6. QUORUM AND VOTING. A majority of the number of directors
fixed by or in accordance with these Bylaws shall constitute a quorum for the
transaction of business at any meeting of directors. If a quorum is present when
a vote is taken, the affirmative vote of a majority of the directors present
shall be the act of the Board of Directors.

         Section 7. DEEMED ASSENT. A director who is present at a meeting of the
Board of Directors or a committee of the Board of Directors when corporate
action is taken is deemed to have assented to the action taken unless (i) the
director objects at the beginning of the meeting (or promptly upon his arrival)
to the holding of the meeting or transacting specified business at the meeting,
or (ii) the director votes against or abstains from the action taken.

         Section 8. COMMITTEES. The Board of Directors, by resolution adopted by
a majority of the full Board of Directors, may designate from among its members
an executive committee, a compensation committee, an audit committee and one or
more other committees each of which must have at least two members and, to the
extent provided in the designating resolution, shall have and may exercise all
the authority of the Board of Directors, except such authority as may be
reserved to the Board of Directors under Delaware law.

                  (a) EXECUTIVE COMMITTEE. The Board of Directors by resolution
may designate one or more directors to constitute an executive committee, which
committee, to the extent provided in such resolution, shall have and may
exercise all powers and authority of the Board of Directors in the management of
the business and affairs of the Corporation, except where action of the Board of
Directors is required by statute.

                  (b) OTHER COMMITTEES. The Board of Directors may by resolution
create other committees for such terms and with such powers and duties as the
Board of Directors shall deem appropriate.

                  (c) ORGANIZATION OF COMMITTEES. The chairman of all committees
of the Board of Directors shall be chosen by the members thereof. Each committee
shall elect a secretary, who shall be either a member of the committee or the
secretary of the Company. The chairman of each committee shall preside at all
meetings of such committee.

                  (d) MEETINGS. Regular meetings of each committee may be held
without the giving of notice if a day of the week a time, and a place shall have
been established by the committee for such meetings. Special meetings (and, if
the requirements of the preceding sentence have not been met, regular meetings)
shall be called as provided in Section 9 with respect to notices of special
meetings of the Board of Directors.

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                  (e) QUORUM AND MANNER OF ACTING. A majority of the members of
each committee shall be present either in person or by telephone, radio,
television, or similar means of communication through which all persons
participating may simultaneously hear each other at all times, at each meeting
of such committee in order to constitute a quorum for the transaction of
business. The act of a majority of the members so present at a meeting at which
a quorum is present shall be the act of such committee. The members of each
committee shall act only as a committee, and shall have no power or authority,
as such, by virtue of their membership on the committee.

                  (f) RECORD OF COMMITTEE ACTION; REPORTS. Each committee shall
maintain a record, which need not be in the form of complete minutes, of the
action taken by it at each meeting, which record shall include the date, time
and place of the meeting, the names of the members present and absent, the
action considered, and the number of votes cast for and against the adoption of
the action considered. All action by each committee shall be reported to the
Board of Directors at its next meeting succeeding such action, such report to be
in sufficient detail as to enable the Board of Directors to be informed of the
conduct of the Corporation's business and affairs since the last meeting of the
Board of Directors.

                  (g) REMOVAL. Any member of any committee may be removed from
such committee, either with or without cause, at any time by resolution adopted
by a majority of the whole Board of Directors at any meeting of the Board of
Directors.

                  (h) VACANCIES. Any vacancy in any committee shall be filled by
the Board of Directors in the manner prescribed by these Bylaws.

         Section 9. MEETINGS. Regular and special meetings of the Board of
Directors shall be held at the principal place of business of the Corporation or
at any other place, within or without the State of Delaware, designated by the
person or persons entitled to give notice of or otherwise call the meeting.
Meetings of the Board of Directors may be called by the CEO, or the President in
the absence of a CEO, or by any two directors. Members of the Board of Directors
(and any committee of the Board of Directors) may participate in a meeting of
the Board of Directors (or any committee of the Board of Directors) by means of
a conference telephone or similar communications equipment through which all
persons participating may simultaneously hear each other during the meeting;
participation by these means constitutes presence in person at the meeting.

         Section 10. NOTICE OF MEETINGS. Regular meetings of the Board of
Directors may be held without notice of the date, time, place or purpose of the
meeting, so long as the date, time and place of such meetings are fixed
generally by the Board of Directors. Special meetings of the Board of Directors
must be preceded by at least two (2) days' written notice of the date, time and
place of the meeting. The notice need not describe either the business to be
transacted at or the purpose of the special meeting.

         Section 11. WAIVER OF NOTICE. Notice of a meeting of the Board of
Directors need not be given to a director who signs a waiver of notice either
before or after the meeting. Attendance of a director at a meeting shall
constitute a waiver of notice of that meeting and a waiver of any and all
objections to the place of the meeting, the time of the meeting and the manner
in which it

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has been called or convened, except when a director states, at the beginning of
the meeting or promptly upon arrival at the meeting, any objection to the
transaction of business because the meeting is not lawfully called or convened.
The waiver of notice need not describe either the business to be transacted at
or the purpose of the special meeting.

         Section 12. DIRECTOR ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at a meeting of the Board of Directors (or a committee of
the Board of Directors) may be taken without a meeting if the action is taken by
the written consent of all members of the Board of Directors (or of the
committee of the Board of Directors). The action must be evidenced by one or
more written consents describing the action to be taken and signed by each
director (or committee member), which consent(s) shall be filed in the minutes
of the proceedings of the Board of Directors. The action taken shall be deemed
effective when the last director signs the consent, unless the consent specifies
otherwise.

         Section 13. STOCKHOLDER NOMINATIONS FOR DIRECTOR CANDIDATES. Only
persons who are nominated in accordance with the following procedures shall be
eligible for election as directors. Nominations of persons for election to the
Board of Directors of the Corporation may be made at a meeting of stockholders
by or at the direction of the Board of Directors by any nominating committee or
person appointed by the Board of Directors or by any stockholder of the
Corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Article III, Section 13.
Such nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a stockholder's notice shall 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 meeting;
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 or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the tenth (10th) day following the date on
which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs. Such stockholder's notice to the
Secretary shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or re-election as a director: (i) the name, age, business
address and residence address of the person, (ii) the principal occupation or
employment of the persons, (iii) the class and number of shares of capital stock
of the Corporation which are beneficially owned by the person, (iv) the consent
of each nominee to serve as a director of the Corporation if so elected, and (v)
any other information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Rule 14a under
the Securities Exchange Act of 1934, as amended; and (b) as to the stockholder
giving the notice: (i) the name and record address of stockholder, and (ii) the
class and number of shares of capital stock of the Corporation which are
beneficially owned by the stockholder. The Corporation may require any proposed
nominee to furnish such other information as may reasonably be required by the
Corporation to determine the eligibility of such proposed nominee to serve as
director of the Corporation. No person shall be eligible for election as a
director of the Corporation unless nominated in accordance with the procedures
set forth herein.

         The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he

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should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

         Section 14. AMENDMENTS. Notwithstanding anything contained in the
Bylaws to the contrary, this Article III shall not be altered, amended or
repealed except by an affirmative vote of at least two-thirds of the outstanding
shares of capital stock of the Corporation entitled to vote thereon.

                                   ARTICLE IV
                                    OFFICERS

         Section 1. OFFICERS. The officers of the Corporation shall consist of a
President, one or more Vice Presidents and Secretaries and a Treasurer, and if
elected by the Board of Directors by resolution, a CEO and/or Chairman. Such
other officers and assistant officers and agents as may be deemed necessary or
desirable may be appointed by the Board of Directors. Any two or more offices
may be held by the same person.

         Section 2. DUTIES. The officers of the Corporation shall have the
following duties:

         The CHIEF EXECUTIVE OFFICER shall have general and active management of
the business and affairs of the Corporation subject to the direction of the
Board of Directors. The Chief Executive Officer shall see to it that all orders
and resolutions of the Board of Directors are carried into effect. The Chief
Executive Officer may, without approval of the Board of Directors, appoint a
Vice President or an assistant officer who is not deemed an executive "officer"
pursuant to Section 16 of the Securities Exchange Act of 1934, as amended. In
the absence of the Chairman of the Board of Directors or in the event the Board
of Directors shall not have designated a Chairman of the Board of Directors, the
Chief Executive Officer shall preside at all meetings of the Board of Directors
and stockholders.

         The PRESIDENT shall have such powers and perform such duties as the
Board of Directors shall from time to time designate. In the absence or
disability of the Chief Executive Officer, the President shall have the powers
and shall exercise the duties of the Chief Executive Officer.

         Each VICE PRESIDENT, if any, shall have such powers and perform such
duties as the Board of Directors shall from time to time designate. In the
absence or disability of the President, a Vice President specifically designated
by the vote of the Board of Directors shall have the powers and shall exercise
the duties of the President.

         The SECRETARY shall have custody of and shall maintain all of the
corporate records (except the financial records), shall record the minutes of
all meetings of the stockholders and the Board of Directors, shall authenticate
records of the Corporation, shall send all notices of meetings and shall perform
such other duties as are prescribed by the Board of Directors or the CEO, or the
President in the absence of a CEO,, under whose supervision he shall be.

         The TREASURER shall have custody of all corporate funds, securities and
financial records, 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

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of the Corporation in such depositaries as may be designated by the Board of
Directors. The Treasurer 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 an account of all his transactions as treasurer
and of the financial condition of the Corporation at regular meetings of the
Board of Directors or when the Board of Directors so requests. The Treasurer
shall also perform such other duties as are prescribed by the Board of
Directors.

         Section 3. RESIGNATION OF OFFICER. An officer may resign at any time by
delivering notice to the Corporation. The resignation shall be effective upon
receipt, unless the notice specifies a later effective date acceptable to the
Board of Directors. If the resignation is effective at a later date and the
Corporation accepts the future effective date, the Board of Directors may fill
the pending vacancy before the effective date provided the Board of Directors
provides that the successor officer does not take office until the future
effective date.

         Section 4. REMOVAL OF OFFICER. The Board of Directors may remove any
officer at any time with or without cause.

         Section 5. COMPENSATION. The compensation of officers shall be fixed
from time to time at the discretion of the Board of Directors. The Board of
Directors may enter into employment agreements with any officer of the
Corporation.

                                   ARTICLE V
                               STOCK CERTIFICATES

         Section 1. ISSUANCE. Every holder of shares in this Corporation shall
be entitled to have a certificate representing all shares to which he is
entitled. No certificate shall be issued for any share until the consideration
therefor has been fully paid.

         Section 2. FORM. Certificates representing shares in this Corporation
shall be signed by the CEO, or the President in the absence of a CEO, and the
Secretary of the Corporation, or any other officer so designated by the Board of
Directors.

         Section 3. LEGENDS FOR PREFERENCES AND RESTRICTIONS ON TRANSFER. If the
Corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the powers, designations, preferences and
relative, participating, optional, or other special rights of each class of
stock or series thereof and the qualifications or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided by law, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the Corporation shall issue to represent such class or
series of stock, a statement that the Corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional, or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

         A written restriction on the transfer or registration of transfer of a
security of the Corporation, if permitted by law and noted conspicuously on the
certificate representing

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the security may be enforced against the holder of the restricted security or
any successor or transferee of the holder including an executor, administrator,
trustee, guardian or other fiduciary entrusted with like responsibility for the
person or estate of the holder. Unless noted conspicuously on the certificate
representing the security, a restriction, even though permitted by law, is
ineffective except against a person with actual knowledge of the restriction. If
the Corporation issues any shares that are not registered under the Securities
Act of 1933, as amended, and registered or qualified under the applicable state
securities laws, the transfer of any such shares shall be restricted
substantially in accordance with the following legend, or in such other form as
the Board of Directors may provide from time to time:

                  "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
         ACT OF 1933 OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED
         FOR SALE, SOLD, TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION UNDER
         THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW, OR (2) AT
         HOLDER'S EXPENSE, AN OPINION (SATISFACTORY TO THE CORPORATION) OF
         COUNSEL (SATISFACTORY TO THE CORPORATION) THAT REGISTRATION IS NOT
         REQUIRED."

         Section 4. FACSIMILE SIGNATURES. Any and all signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of the issue.

         Section 5. REGISTERED STOCKHOLDERS. The Corporation shall be entitled
to treat the holder of record of shares as the holder in fact and, except as
otherwise provided by the laws of Delaware, shall not be bound to recognize any
equitable or other claim to or interest in the shares.

         Section 6. TRANSFER OF SHARES. Shares of the Corporation shall be
transferred on its books only after the surrender to the Corporation or the
transfer agent of the share certificates duly endorsed by the holder of record
or attorney-in-fact. If the surrendered certificates are canceled, new
certificates shall be issued to the person entitled to them, and the transaction
recorded on the books of the Corporation.

         Section 7. LOST, STOLEN OR DESTROYED CERTIFICATES. If a stockholder
claims to have lost or destroyed a certificate of shares issued by the
Corporation, a new certificate shall be issued upon delivery to the Corporation
of an affidavit of that fact by the person claiming the certificate of stock to
be lost, stolen or destroyed, and, at the discretion of the Board of Directors,
upon the deposit of a bond or other indemnity as the Board of Directors
reasonably requires.

                                   ARTICLE VI
                                  DISTRIBUTIONS

         The Board of Directors may, in its sole judgment and discretion, from
time to time authorize and declare, and the Corporation may pay, distributions
on its outstanding shares in

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cash, property or its own shares, unless the distribution, after giving it
effect, would result in (i) the Corporation being unable to pay its debts as
they become due in the usual course of business, or (ii) a violation of
applicable law.

                                  ARTICLE VII
                                CORPORATE RECORDS

         The Corporation shall keep as permanent records minutes of all meetings
of its stockholders and Board of Directors, a record of all actions taken by the
Board of Directors without a meeting, and a record of all actions taken by a
committee of the Board of Directors in place of the Board of Directors on behalf
of the Corporation. The Corporation shall also maintain accurate accounting
records and a record of its stockholders in a form that permits preparation of a
list of the names and addresses of all stockholders in alphabetical order by
class of shares showing the number and series of shares held by each.

                                  ARTICLE VIII

                          INDEMNIFICATION OF OFFICERS,
                         DIRECTORS, EMPLOYEES AND AGENTS

         Section 1. INDEMNIFICATION. The Corporation shall, and does hereby,
indemnify and hold harmless to the fullest extent permitted or authorized by
current or future legislation or current or future judicial or administrative
decisions (but, in the case of any such future legislation or decisions, only to
the extent that it permits the Corporation to provide broader indemnification
rights than permitted prior to such legislation or decisions), each person
(including here and hereinafter, the heirs, executors, administrators, personal
representatives or estate of such person) who was or is a party, or is
threatened to be made a party, or was or is a witness, to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "Proceeding"), from, against and in respect
of any liability (which for purposes of this Article shall include any judgment,
settlement, penalty or fine) or cost, charge or expense (including attorneys'
fees and expenses) asserted against him or incurred by him by reason of the fact
that such indemnified person (1) is or was a director or officer of the
Corporation or (2) is or was an employee or agent of the Corporation as to whom
the Corporation has agreed in writing to grant such indemnity or (3) is or was
serving, at the request of the Corporation, as a director, officer, employee or
trustee of another corporation, partnership, joint venture, trust or other
enterprise (including serving as a fiduciary of an employee benefit plan) or is
or was serving as an agent of such other corporation, partnership, joint
venture, trust or other enterprise, in each case, as to whom the Corporation has
agreed in writing to grant such indemnity. Each director, officer, employee or
agent of the Corporation as to whom indemnification rights have been granted
under this Section 1 of this Article shall be referred to as an "Indemnified
Person".

         Notwithstanding the foregoing, except as specified in Section 3 of this
Article, the Corporation shall not be required to indemnify an Indemnified
Person in connection with a Proceeding (or any part thereof) initiated by such
Indemnified Person unless the authorization for such Proceeding (or any part
thereof) was not denied by the Board of Directors of Directors of the
Corporation within sixty (60) days after receipt of notice thereof from such

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Indemnified Person stating his intent to initiate such Proceeding and only then
upon such terms and conditions as the Board of Directors may deem appropriate.

         Section 2. ADVANCE OF COSTS, CHARGES AND EXPENSES. Costs, charges and
expenses (including attorneys' fees and expenses) incurred by an officer or
director who is an Indemnified Person in defending a Proceeding shall be paid by
the Corporation, to the fullest extent permitted or authorized by current or
future legislation or current or future judicial or administrative decisions
(but, in the case of any such future legislation or decisions, only to the
extent that it permits the Corporation to provide broader rights to advance
costs, charges and expenses than permitted prior to such legislation or
decisions), in advance of the final disposition of such Proceeding, upon receipt
of an undertaking by or on behalf of the Indemnified Person to repay all amounts
so advanced in the event that it shall ultimately be determined that such person
is not entitled to be indemnified by the Corporation as authorized in this
Article. The Corporation may, upon approval of the Indemnified Person, authorize
the Corporation's counsel to represent such person in any Proceeding, whether or
not the Corporation is a party to such Proceeding. Such authorization may be
made by the Chairman of the Board of Directors, unless he is a party to such
Proceeding, or by the Board of Directors by majority vote, including directors
who are parties to such Proceeding.

         Section 3. PROCEDURE FOR INDEMNIFICATION. Any indemnification or
advance under this Article shall be made promptly and in any event within
forty-five (45) days upon the written request of the Indemnified Person. The
right to indemnification or advances as granted by this Article shall be
enforceable by the Indemnified Person in any court of competent jurisdiction, if
the Corporation denies such request under this Article, in whole or in part, or
if no disposition thereof is made within forty-five (45) days. Such Indemnified
Person's costs and expenses incurred in connection with successfully
establishing his right to indemnification or advances, in whole or in part, in
any such action shall also be indemnified by the Corporation. It shall be a
defense to any such action that the claimant has not met the standard of
conduct, if any, required by current or future legislation or by current or
future judicial or administrative decisions for indemnification (but, in the
case of any such future legislation or decisions, only to the extent that it
does not impose a more stringent standard of conduct than permitted prior to
such legislation or decision), but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors or any committee thereof, its independent legal counsel, and its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct, if any, nor the fact that
there has been an actual determination by the Corporation (including its Board
of Directors or any committee thereof, its independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

         Section 4. RIGHTS NOT EXCLUSIVE; CONTRACT RIGHT; SURVIVAL. The
indemnification provided by this Article shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any agreement,
vote of stockholders or disinterested directors or otherwise, both as to actions
in such person's official capacity and as to actions in another capacity while
holding such office, and shall continue as to an Indemnified Person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs,

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<PAGE>

executors, administrators, personal representatives and estate of such person.
All rights to indemnification and advances under this Article shall be deemed to
be a contract between the Corporation and each Indemnified Person who serves or
served in such capacity at any time while this Article is in effect and, as
such, are enforceable against the Corporation. Any repeal or modification of
this Article or any repeal or modification of relevant provisions of Delaware's
General Corporation Law or any other applicable laws shall not in any way
diminish these rights to indemnification of or advances to such Indemnified
Person, or the obligations of the Corporation arising hereunder, for claims
relating to matters occurring prior to such repeals or modification.

         Section 5. INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee, trustee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including serving as a
fiduciary of an employee benefit plan), with respect to 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 the
applicable provisions of Delaware law.

         Section 6. SAVINGS CLAUSE. If this Article or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify and hold harmless, and make advances
to, each Indemnified Person as to costs, charges and expenses (including
attorneys' fees), liabilities, judgments, fines and amounts paid in settlement
with respect to any Proceeding, including any action by or in the right of the
Corporation, to the full extent permitted by any applicable portion of this
Article that shall not have been invalidated and as otherwise permitted by
applicable law.


                                   ARTICLE IX
                                  MISCELLANEOUS

         Section 1. CORPORATE SEAL. The corporate seal of the Corporation shall
be circular in form and shall include the name and jurisdiction of incorporation
of the Corporation.

         Section 2. FISCAL YEAR. The fiscal year of the Corporation shall end on
December 31 of each calendar year, unless otherwise fixed by resolution of the
Board of Directors.

         Section 3. CHECKS. All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by the CEO, or the President in the absence of a
CEO,, the Treasurer or such other officer(s) or agent(s) of the Corporation as
shall be determined from time to time by resolution of the Board of Directors.

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                                    ARTICLE X
                                    AMENDMENT

         The Board of Directors shall have the power to adopt, amend or repeal
the Bylaws or any part hereof. Certain provisions of the Bylaws, as stated
herein, may not be altered, amended or repealed except by the affirmative vote
of at least two-thirds of the outstanding shares of capital stock of the
Corporation entitled to vote at a stockholders' meeting duly called for such
purpose. Except for such provisions requiring a two-thirds vote to alter, amend
or repeal, the Bylaws may be altered, amended or repealed, and new bylaws may be
adopted, by the stockholders upon the affirmative vote of at least a majority of
the outstanding shares of capital stock of the Corporation entitled to vote at a
stockholders' meeting duly called for such purpose. Notwithstanding anything
contained in these Bylaws to the contrary, this Article X shall not be altered,
amended or repealed except by an affirmative vote of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote at a
stockholders' meeting duly called for such purpose.

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