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                             AMENDED AND RESTATED

                                    BYLAWS

                                      OF

                             USA DETERGENTS, INC.


                        As Amended on January 19, 1998


                                   ARTICLE I

                                    OFFICES

                SECTION 1.01. Registered Office. The registered office of the
corporation in the State of Delaware shall be in the City of Wilmington,
County of New Castle, and the name of its registered agent shall be The
Corporation Trust Company.

                SECTION 1.02. Other Offices. The corporation may also have
offices at such other places both within and without the State of Delaware as
the Board of Directors may from time to time determine or the business of the
corporation may require.

                                  ARTICLE II

                           MEETINGS OF STOCKHOLDERS

                SECTION 2.01. Place of Meeting. All meetings of stockholders
for the election of directors shall be held at such place, either within or
without the State of Delaware, as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting.

                SECTION 2.02. Annual Meeting. The annual meeting of
stockholders shall be held at such date and time as shall be designated from
time to time by the Board of Directors and stated in the notice of the
meeting.

                SECTION 2.03. Voting List. The officer who has charge of the
stock ledger 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, 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.



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                SECTION 2.04. Special Meeting. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the Certificate of Incorporation, may be called by the Chairman
of the Board or by the President of the corporation or by the Board of
Directors or by written order of a majority of the directors and shall be
called by the President or the Secretary at the request in writing of
stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purposes of the proposed meeting. The Chairman of the Board or the
President of the corporation or directors so calling, or the stockholders so
requesting, any such meeting shall fix the time and any place, either within
or without the State of Delaware, as the place for holding such meeting.

                SECTION 2.05. Notice of Meeting. Written notice of the annual,
and each special meeting of stockholders, stating the time, place, and purpose
or purposes thereof, shall be given to each stockholder entitled to vote
thereat, not less than 10 nor more than 60 days before the meeting.

                SECTION 2.06. Quorum. The holders of a majority of the shares
of the corporation's capital stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum
at any meeting of stockholders for the transaction of business, except as
otherwise provided by statute or by the Certificate of Incorporation.
Notwithstanding the other provisions of the Certificate of Incorporation or
these bylaws, the holders of a majority of the shares of the corporation's
capital stock entitled to vote thereat, present in person or represented by
proxy, whether or not a quorum is present, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. If the adjournment is
for more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

                SECTION 2.07. Voting. When a quorum is present at any meeting
of the stockholders, the vote of the holders of a majority of the shares of
the corporation's capital stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the statutes,
of the Certificate of Incorporation or of these bylaws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question. Every stockholder having the right to vote shall be
entitled to vote in person, or by proxy appointed by an instrument in writing
subscribed by such stockholder, bearing a date not more than three years prior
to voting, unless such instrument provides for a longer period, and filed with
the Secretary of the corporation before, or at the time of, the meeting. If
such instrument shall designate two or more persons to act as proxies, unless
such instrument shall provide the contrary, a majority of such persons present
at any meeting at which their powers thereunder are to be exercised shall have
and may exercise all the powers of voting or giving consents thereby
conferred, or if only one be present, then such powers may be exercised by
that one; or, if an even number attend and a majority do not agree on any
particular issue, each proxy so attending shall be entitled to exercise such
powers in respect of the same portion of the shares as he is of the proxies
representing such shares.



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                SECTION 2.08. Consent of Stockholders. Whenever the vote of
stockholders at a meeting thereof is required or permitted to be taken for or
in connection with any corporate action by any provision of the statutes, the
meeting and vote of stockholders may be dispensed with if all the stockholders
who would have been entitled to vote upon the action if such meeting were held
shall consent in writing to such corporate action being taken; or on the
written consent of the holders of shares of the corporation's capital stock
having not less than the minimum percentage of the vote required by statute
for the proposed corporate action, and provided that prompt notice must be
given to all stockholders of the taking of corporate action without a meeting
and by less than unanimous written consent.

                SECTION 2.09. Voting of Stock of Certain Holders. Shares of
the corporation's capital stock standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent, or proxy as the
bylaws of such corporation may prescribe, or in the absence of such provision,
as the Board of Directors of such corporation may determine. Shares standing
in the name of a deceased person may be voted by the executor or administrator
of such deceased person, either in person or by proxy. Shares standing in the
name of a guardian, conservator, or trustee may be voted by such fiduciary,
either in person or by proxy, but no such fiduciary shall be entitled to vote
shares held in such fiduciary capacity without a transfer of such shares into
the name of such fiduciary. Shares standing in the name of a receiver may be
voted by such receiver. A stockholder whose shares are pledged shall be
entitled to vote such shares, unless in the transfer by the pledgor on the
books of the corporation, he has expressly empowered the pledgee to vote
thereon, in which case only the pledgee, or his proxy, may represent the stock
and vote thereon.

                SECTION 2.10. Treasury Stock. The corporation shall not vote,
directly or indirectly, shares of its own capital stock owned by it; and such
shares shall not be counted in determining the total number of outstanding
shares of the corporation's capital stock.

                SECTION 2.11. Fixing Record Date. The Board of Directors may
fix in advance a date, which shall not be more than 60 days nor less than 10
days preceding the date of any meeting of stockholders, nor more than 60 days
preceding the date for payment of any dividend or distribution, or the date
for the allotment of rights, or the date when any change, or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining a consent, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting and any
adjournment thereof, or entitled to receive payment of any such dividend or
distribution, or to receive any such allotment of rights, or to exercise the
rights in respect of any such change, conversion or exchange of capital stock,
or to give such consent, and in such case such stockholders and only such
stockholders as shall be stockholders of record on the date so fixed, shall be
entitled to such notice of, and to vote at, any such meeting and any
adjournment thereof, or to receive payment of such dividend or distribution,
or to receive such allotment of rights, or to exercise such rights, or to give
such consent, as the case may be, notwithstanding any transfer of any stock on
the books of the corporation after any such record date fixed as aforesaid.



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                                  ARTICLE III

                              BOARD OF DIRECTORS

                SECTION 3.01. Powers. The business and affairs of the
corporation shall be managed by its Board of Directors, which may exercise all
such powers of the corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these bylaws
directed or required to be exercised or done by the stockholders.

                SECTION 3.02. Number, Election and Term. The number of
directors that shall constitute the whole Board of Directors shall be not less
than one. Such number of directors shall from time to time be fixed and
determined by the directors and shall be set forth in the notice of any
meeting of stockholders held for the purpose of electing directors. The
directors shall be elected at the annual meeting of stockholders, except as
provided in Section 3.03, and each director elected shall hold office until
his successor shall be elected and shall qualify. Directors need not be
residents of Delaware or stockholders of the corporation.

                SECTION 3.03. Vacancies, Additional Directors, and Removal
From Office. If any vacancy occurs in the Board of Directors caused by death,
resignation, retirement, disqualification, or removal from office of any
director, or otherwise, or if any new directorship is created by an increase
in the authorized number of directors, a majority of the directors then in
office, though less than a quorum, or a sole remaining director, may choose a
successor or fill the newly created directorship; and a director so chosen
shall hold office until the next election and until his successor shall be
duly elected and shall qualify, unless sooner displaced. Any director may be
removed either for or without cause at any special meeting of stockholders
duly called and held for such purpose.

                SECTION 3.04. Regular Meeting. A regular meeting of the Board
of Directors shall be held each year, without other notice than this bylaw, at
the place of, and immediately following, the annual meeting of stockholders;
and other regular meetings of the Board of Directors shall be held each year,
at such time and place as the Board of Directors may provide, by resolution,
either within or without the State of Delaware, without other notice than such
resolution.

                SECTION 3.05. Special Meeting. A special meeting of the Board
of Directors may be called by the Chairman of the Board of Directors or by the
President of the corporation and shall be called by the Secretary on the
written request of any two directors. The Chairman or President so calling, or
the directors so requesting, any such meeting shall fix the time and any
place, either within or without the State of Delaware, as the place for
holding such meeting.

                SECTION 3.06. Notice of Special Meeting. Written notice of
special meetings of the Board of Directors shall be given to each director at
least 48 hours prior to the time of such meeting. Any director may waive
notice of any meeting. The attendance of a director at any meeting shall
constitute a waiver of notice of such meeting, except where a director attends
a meeting for the purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business
to be transacted at, nor the purpose of, any special meeting of the


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Board of Directors need be specified in the notice or waiver of notice of such
meeting, except that notice shall be given of any proposed amendment to the
bylaws if it is to be adopted at any special meeting or with respect to any
other matter where notice is required by statute.

                SECTION 3.07. Quorum. A majority of the Board of Directors
shall constitute a quorum for the transaction of business at any meeting of
the Board of Directors, and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute, by the
Certificate of Incorporation or by these bylaws. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

                SECTION 3.08. Action Without Meeting. Unless otherwise
restricted by the Certificate of Incorporation or these bylaws, any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof as provided in Article IV of these bylaws, may be
taken without a meeting, if a written consent thereto is signed by all members
of the Board of Directors or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the Board of
Directors or such committee.

                SECTION 3.09. Compensation. Directors, as such, shall not be
entitled to any stated salary for their services unless voted by the
stockholders or the Board of Directors; but by resolution of the Board of
Directors, a fixed sum and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board of Directors or any
meeting of a committee of directors. No provision of these bylaws shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

                                  ARTICLE IV

                            COMMITTEE OF DIRECTORS

                SECTION 4.01. Designation, Powers and Name. The Board of
Directors may, by resolution passed by a majority of the whole Board of
Directors, designate one or more committees, including, if they shall so
determine, an Executive Committee, each such committee to consist of two or
more of the directors of the corporation. The committee shall have and may
exercise such of the powers of the Board of Directors in the management of the
business and affairs of the corporation as may be provided in such resolution.
The committee may authorize the seal of the corporation to be affixed to all
papers that may require it. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of such committee. In the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any
such absent or disqualified member. Such committee or committees shall have
such name or names and such limitations of authority as may be determined from
time to time by resolution adopted by the Board of Directors.


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                SECTION 4.02. Minutes. Each committee of directors shall keep
regular minutes of its proceedings and report the same to the Board of
Directors when required.

                SECTION 4.03. Compensation. Members of special or standing
committees may be allowed compensation for attending committee meetings, if
the Board of Directors shall so determine.

                                   ARTICLE V

                                    NOTICE

                SECTION 5.01. Methods of Giving Notice. Whenever under the
provisions of applicable statutes, the Certificate of Incorporation or these
bylaws, notice is required to be given to any director, member of any
committee, or stockholder, such notice shall be in writing and delivered
personally or mailed to such director, member, or stockholder; provided that
in the case of a director or a member of any committee such notice may be
given orally or by telephone or facsimile. If mailed, notice to a director,
member of a committee, or stockholder shall be deemed to be given when
deposited in the United States mail first class in a sealed envelope, with
postage thereon prepaid, addressed, in the case of a stockholder, to the
stockholder at the stockholder's address as it appears on the records of the
corporation or, in the case of a director or a member of a committee, to such
person at his business address. If sent by facsimile, notice to a director or
member of a committee shall be deemed to be given when such notice is sent.

                SECTION 5.02. Written Waiver. Whenever any notice is required
to be given under the provisions of an applicable statute, the Certificate of
Incorporation, or these bylaws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                  ARTICLE VI

                                   OFFICERS

                SECTION 6.01. Officers. The officers of the corporation shall
be a Chairman of the Board and a Vice Chairman of the Board (if such offices
are created by the Board), a President, one or more Vice Presidents, any one
or more of which may be designated Executive Vice President or Senior Vice
President, a Secretary and a Treasurer. The Board of Directors may appoint
such other officers and agents, including Assistant Vice Presidents, Assistant
Secretaries, and Assistant Treasurers, in each case as the Board of Directors
shall deem necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined by the
Board. Any two or more offices may be held by the same person. No officer
shall execute, acknowledge, verify or countersign any instrument on behalf of
the corporation in more than one capacity, if such instrument is required by
law, by these bylaws or by any act of the corporation to be executed,
acknowledged, verified, or countersigned by two or more officers. The Chairman
and Vice Chairman of the Board shall be elected from among the directors. With
the foregoing exceptions, none of the other officers need be a director, and
none of the officers need be a stockholder of the corporation.



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                SECTION 6.02. Election and Term of Office. The officers of the
corporation shall be elected annually by the Board of Directors at its first
regular meeting held after the annual meeting of stockholders or as soon
thereafter as conveniently possible. Each officer shall hold office until his
successor shall have been chosen and shall have qualified or until his death
or the effective date of his resignation or removal, or until he shall cease
to be a director in the case of the Chairman and the Vice Chairman.

                SECTION 6.03. Removal and Resignation. Any officer or agent
elected or appointed by the Board of Directors may be removed without cause by
the affirmative vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation shall be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed. Any officer may resign at any time by giving written
notice to the corporation. Any such resignation shall take effect at the date
of the receipt of such notice or at any later time specified therein, and
unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.

                SECTION 6.04. Vacancies. Any vacancy occurring in any office
of the corporation by death, resignation, removal, or otherwise, may be filled
by the Board of Directors for the unexpired portion of the term.

                SECTION 6.05. Salaries. The salaries of all officers and
agents of the corporation shall be fixed by the Board of Directors or pursuant
to its direction; and no officer shall be prevented from receiving such salary
by reason of his also being a director.

                SECTION 6.06. Chairman of the Board. The Chairman of the Board
(if such office is created by the Board) shall preside at all meetings of the
Board of Directors or of the stockholders of the corporation. The Chairman
shall formulate and submit to the Board of Directors or the Executive
Committee matters of general policy for the corporation and shall perform such
other duties as usually appertain to the office or as may be prescribed by the
Board of Directors or the Executive Committee.

                SECTION 6.07. Vice Chairman of the Board. The Vice Chairman of
the Board (if such office is created by the Board) shall, in the absence or
disability of the Chairman of the Board, perform the duties and exercise the
powers of the Chairman of the Board. The Vice Chairman shall perform such
other duties as from time to time may be prescribed by the Board of Directors
or the Executive Committee or assigned by the Chairman of the Board.

                SECTION 6.08. President. The President shall be the chief
executive officer of the corporation and, subject to the control of the Board
of Directors, shall in general supervise and control the business and affairs
of the corporation. In the absence of the Chairman of the Board or the Vice
Chairman of the Board (if such offices are created by the Board), the
President shall preside at all meetings of the Board of Directors and of the
stockholders. He may also preside at any such meeting attended by the Chairman
or Vice Chairman of the Board if he is so designated by the Chairman, or in
the Chairman's absence by the Vice Chairman. He shall have the power to
appoint and remove subordinate officers, agents and employees, except those
elected or appointed by the Board of Directors. The President shall keep the
Board of Directors and the Executive Committee fully informed and shall
consult them concerning the business of the corporation. He may sign with the
Secretary or any


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other officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation and any deeds, bonds,
mortgages, contracts, checks, notes, drafts, or other instruments that the
Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof has been expressly delegated by these bylaws or
by the Board of Directors to some other officer or agent of the corporation,
or shall be required by law to be otherwise executed. He shall vote, or give a
proxy to any other officer of the corporation to vote, all shares of stock of
any other corporation standing in the name of the corporation and in general
he shall perform all other duties normally incident to the office of President
and such other duties as may be prescribed by the stockholders, the Board of
Directors, or the Executive Committee from time to time.

                SECTION 6.09. Vice Presidents. In the absence of the
President, or in the event of his inability or refusal to act, the Executive
Vice President (or in the event there shall be no Vice President designated
Executive Vice President, any Vice President designated by the Board) shall
perform the duties and exercise the powers of the President. Any Vice
President may sign, with the Secretary or Assistant Secretary, certificates
for shares of the corporation. The Vice Presidents shall perform such other
duties as from time to time may be assigned to them by the President, the
Board of Directors or the Executive Committee.

                SECTION 6.10. Secretary. The Secretary shall (a) keep the
minutes of the meetings of the stockholders, the Board of Directors and
committees of directors; (b) see that all notices are duly given in accordance
with the provisions of these bylaws and as required by law; (c) be custodian
of the corporate records and of the seal of the corporation, and see that the
seal of the corporation or a facsimile thereof is affixed to all certificates
for shares prior to the issue thereof and to all documents, the execution of
which on behalf of the corporation under its seal is duly authorized in
accordance with the provisions of these bylaws; (d) keep or cause to be kept a
register of the post office address of each stockholder which shall be
furnished by such stockholder; (e) sign with the President, or an Executive
Vice President or Vice President, certificates for shares of the corporation,
the issue of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general, perform all duties normally incident to the
office of Secretary and such other duties as from time to time may be assigned
to him by the President, the Board of Directors or the Executive Committee.

                SECTION 6.11. Treasurer. If required by the Board of
Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board of Directors
shall determine. He shall (a) have charge and custody of and be responsible
for all funds and securities of the corporation; (b) receive and give receipts
for moneys due and payable to the corporation from any source whatsoever and
deposit all such moneys in the name of the corporation in such banks, trust
companies, or other depositories as shall be selected in accordance with the
provisions of Section 7.03 of these bylaws; (c) prepare, or cause to be
prepared, for submission at each regular meeting of the Board of Directors, at
each annual meeting of the stockholders, and at such other times as may be
required by the Board of Directors, the President or the Executive Committee,
a statement of financial condition of the corporation in such detail as may be
required; and (d) in general, perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him by
the President, the Board of Directors or the Executive Committee.



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                SECTION 6.12. Assistant Secretary and Treasurer. The Assistant
Secretaries and Assistant Treasurers shall, in general, perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or
by the President, the Board of Directors, or the Executive Committee. The
Assistant Secretaries and Assistant Treasurers shall, in the absence of the
Secretary or Treasurer, respectively, perform all functions and duties which
such absent officers may delegate, but such delegation shall not relieve the
absent officer from the responsibilities and liabilities of his office. The
Assistant Secretaries may sign, with the President or a Vice President,
certificates for shares of the corporation, the issue of which shall have been
authorized by a resolution of the Board of Directors. The Assistant Treasurers
shall respectively, if required by the Board of Directors, give bonds for the
faithful discharge of their duties in such sums and with such sureties as the
Board of Directors shall determine.

                                  ARTICLE VII

                        CONTRACTS, CHECKS AND DEPOSITS

                SECTION 7.01. Contracts. Subject to the provisions of Section
6.01, the Board of Directors may authorize any officer, officers, agent, or
agents, to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the corporation, and such authority may be
general or confined to specific instances.

                SECTION 7.02. Checks. All checks, demands, 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 such officer or
officers or such agent or agents of the corporation, and in such manner, as
shall be determined by the Board of Directors.

                SECTION 7.03. 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
of Directors may select.

                                 ARTICLE VIII

                             CERTIFICATES OF STOCK

                SECTION 8.01. Issuance. Each stockholder of this corporation
shall be entitled to a certificate or certificates showing the number of
shares of capital stock registered in his name on the books of the
corporation. The certificates shall be in such form as may be determined by
the Board of Directors, shall be issued in numerical order and shall be
entered in the books of the corporation as they are issued. They shall exhibit
the holder's name and number of shares and shall be signed by the President or
a Vice President and by the Secretary or an Assistant Secretary. If any
certificate is countersigned (1) by a transfer agent other than the
corporation or any employee of the corporation, or (2) by a registrar other
than the corporation or any employee of the corporation, any other signature
on the certificate may be a facsimile. If the corporation shall be authorized
to issue more than one class of stock or more than one series of any class,
the 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 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 of
stock; provided that, except as otherwise provided by statute, 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


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of stock, a statement that the corporation will furnish to each stockholder
who so requests the 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
rights. All certificates surrendered to the corporation for transfer shall be
canceled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and canceled, except
that in the case of a lost, stolen, destroyed, or mutilated certificate a new
one may be issued therefor upon such terms and with such indemnity, if any, to
the corporation as the Board of Directors may prescribe. Certificates shall
not be issued representing fractional shares of stock.

                SECTION 8.02. Lost Certificates. The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost, stolen, or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require (1) the owner of such lost, stolen, or destroyed
certificate or certificates, or his legal representative, to advertise the
same in such manner as it shall require, (2) such owner to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate or
certificates alleged to have been lost, stolen, or destroyed, or (3) both.

                SECTION 8.03. Transfers. Upon surrender to the corporation or
the transfer agent of the corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment, or
authority to transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate, and
record the transaction upon its books. Transfers of shares 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 and filed with the
Secretary of the corporation or the Transfer Agent.

                SECTION 8.04. Registered Stockholders. The corporation shall
be entitled to treat the holder of record of any share or shares of the
corporation's capital stock as the holder in fact thereof and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of the State of Delaware.

                                  ARTICLE IX

                                   DIVIDENDS

                SECTION 9.01. Declaration. Dividends with respect to the
shares of the corporation's capital stock, subject to the provisions of the
Certificate of Incorporation, if any, may be declared by the Board of
Directors at any regular or special meeting, pursuant to applicable law.
Dividends may be paid in cash, in property, or in shares of capital stock,
subject to the provisions of the Certificate of Incorporation.



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                SECTION 9.02. Reserve. Before payment of any dividend, there
may be set aside out of any funds of the corporation available for dividends
such sum or sums as the Board of Directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the corporation, or for such other purpose as the Board of
Directors shall think conducive to the interest of the corporation, and the
Board of Directors may modify or abolish any such reserve in the manner in
which it was created.

                                   ARTICLE X

                                INDEMNIFICATION

                SECTION 10.01. Third Party Actions. The corporation shall
indemnify any director or officer of the corporation, and may indemnify any
other 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, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against 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. 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 person 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.

                SECTION 10.02. Actions by or in the Right of the Corporation.
The corporation shall indemnify any director or officer and may indemnify any
other person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee, or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust,
or other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue,
or matter as to which such person shall have been adjudged to be liable to the
corporation 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 as the Court of Chancery or such other court shall
deem proper.



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<PAGE>



                SECTION 10.03. Mandatory Indemnification. To the extent that a
director, officer, employee, or agent of the corporation has been successful
on the merits or otherwise in defense of any action, suit, or proceeding
referred to in Sections 10.01 and 10.02, or in defense of any claim, issue, or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

                SECTION 10.04. Determination of Conduct. The determination
that a director, officer, employee, or agent has met the applicable standard
of conduct set forth in Sections 10.01 and 10.02 (unless indemnification is
ordered by a court) shall be made (1) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit, or proceeding, or (2) if such quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.

                SECTION 10.05. Payment of Expenses in Advance. Expenses
incurred in defending a civil or criminal action, suit, or proceeding shall be
paid by the corporation in advance of the final disposition of such action,
suit, or proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee, or agent to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this Article X.

                SECTION 10.06. Indemnity Not Exclusive. The indemnification
and advancement of expenses provided or granted hereunder 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 other bylaw, agreement, vote of stockholders, or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.

                SECTION 10.07. Definitions. For purposes of this Article X:

                (a) "the corporation" shall include, in addition to the
        resulting corporation, any constituent corporation (including any
        constituent of a constituent) absorbed in a consolidation or merger
        that, if its separate existence had continued, would have had power
        and authority to indemnify its directors, officers, and employees or
        agents, so that any person who is or was a director, officer,
        employee, or agent of such constituent corporation, or is or was
        serving at the request of such constituent corporation as a director,
        officer, employee, or agent of another corporation, partnership, joint
        venture, trust, or other enterprise, shall stand in the same position
        under this Article X with respect to the resulting or surviving
        corporation as he would have with respect to such constituent
        corporation if its separate existence had continued;

                (b) "other enterprises" shall include employee benefit plans;

                (c) "fines" shall include any excise taxes assessed on a
        person with respect to any employee benefit plan;




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<PAGE>


                (d) "serving at the request of the corporation" shall include
        any service as a director, officer, employee, or agent of the
        corporation that 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

                (e) 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 X.

                SECTION 10.08. Continuation of Indemnity. The indemnification
and advancement of expenses provided or granted hereunder 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 XI

                                 MISCELLANEOUS

                SECTION 11.01. Seal. The corporate seal, if one is authorized
by the Board of Directors, shall have inscribed thereon the name of the
corporation, and the words "Corporate Seal, Delaware." The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or otherwise
reproduced.

                SECTION 11.02. Books. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at the offices of the corporation in North Brunswick, New Jersey, or
at such other place or places as may be designated from time to time by the
Board of Directors.

                                  ARTICLE XII

                                   AMENDMENT

                These bylaws may be altered, amended, or repealed by a
majority of the number of directors then constituting the Board of Directors
at any regular meeting of the Board of Directors without prior notice, or at
any special meeting of the Board of Directors if notice of such alteration,
amendment, or repeal be contained in the notice of such special meeting.



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