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                                                                     EXHIBIT 3-B

                           AMENDED AND RESTATED BYLAWS

                                       OF

                                   ZILA, INC.

                           (AS OF SEPTEMBER 26, 2002)

                                    ARTICLE I
                                     OFFICES

1.       Registered Office.

The registered office of the Corporation shall be in the City of Wilmington,
County of New Castle, State of Delaware.

2.       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
                                  SHAREHOLDERS

1.       Annual Meeting.

The annual meeting of the stockholders shall be held on the first Tuesday of
October of each year, or if that day is a legal holiday in Delaware, then on the
next day thereafter which is not a legal holiday, or at such other date as the
Board of Directors shall determine, for the purpose of electing Directors and
for the transaction of such other business as may properly come before the
meeting. If the election of Directors is not held on the day designated herein
for any annual meeting of the stockholders, or any adjournment hereof, the
Directors shall cause the election to be held at a special meeting of the
stockholders as soon thereafter as convenient.

2.       Special Meetings.

Special meetings of the stockholders may be called for any purpose or purposes,
unless otherwise prescribed by statute, at any time by the Board of Directors,
Chairman of the Board or the President, or otherwise as provided by the Delaware
General Corporation Law. In no event, however, shall a special meeting of the
stockholders be held on any matter that is the subject of pending litigation to
which the Corporation is a party.

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3.       Place of Meetings.

Annual and special meetings of the stockholders shall be held at the general
office of the Corporation, unless otherwise specified in the notice calling any
such meeting, or in the event of a waiver of notice of such meeting, in such
waiver of notice.

4.       Notice of Meeting.

Written notice stating the place, date and hour of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each stockholder of record entitled to vote at such
meeting not less than ten (10) nor more than fifty (50) days before the date of
the meeting. Notice may be delivered either personally or by first class,
certified or registered mail, by an officer of the Corporation at the direction
of the person or persons calling the meeting. If mailed, notice shall be deemed
to be delivered when mailed to the stockholders at his or her address as it
appears on the stock transfer books of the Corporation. Additionally, any notice
to stockholders given by the Corporation shall be effective if given by a form
of electronic transmission consented to by the stockholder to whom notice is
given. Notice need not be given of an adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken, provided
that such adjournment is for less than thirty days and further provided that a
new record date is not fixed for the adjourned meeting, in either of which
events, written notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at such meeting. At any adjourned
meeting, any business may be transacted which might have been transacted at the
meeting as originally noticed. A written waiver of notice, whether given before
or after the meeting to which it relates, shall be equivalent to the giving of
notice of such meeting to the stockholder or stockholders signing such waiver.
Attendance of a stockholder at a meeting shall constitute a waiver of notice of
such meeting, except when the stockholder attends for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened.

5.       Fixing Date for Determination of Shareholders Record.

In order that the Corporation may determine the stockholders entitled to notice
of and to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or to receive
payment of any dividend or other distribution or allotment of any rights, or to
exercise any rights in respect of any other change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board of Directors may
fix in advance a record date, which shall not be more than sixty (60) nor less
than ten (10) days prior to the date of such meeting or such action, as the case
may be. If the Board has not fixed a record date for determining the
stockholders entitled to notice of and to vote at a meeting of stockholders, the
record date shall be at four o'clock in the afternoon on the day before the day
on which notice is given, or if notice is waived, at the commencement of the
meeting. If the Board has not fixed a record date for determining the
stockholders entitled to express consent to corporate action in writing without
a meeting, the record date shall be the time of the day on which the first
written consent is served on the Corporation in the manner provided by the
Delaware General Corporation Law. If the Board has not fixed a record date for
determining stockholders for any other purpose, the record date shall be at the
close of business on the day before the Board adopts the resolution relating
thereto. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the

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meeting if such adjournment or adjournments do not exceed thirty days in the
aggregate; provided, however, that the Board may fix a new record date for the
adjourned meeting.

6.       Record of Stockholders.

The Secretary or other officer having charge of the stock transfer books of the
Corporation shall make, or cause to be made, a complete record of the
stockholders entitled to vote at a meeting of stockholders or any adjournment
thereof, arranged in alphabetical order, with the address of and the number of
shares held by each stockholder. Such record shall be produced and kept open at
the time and place of the meeting and shall be subject to inspection by the
stockholders during the entire time of the meeting for the purposes thereof.
Failure to comply with the requirements of this Section 6, however, shall not
affect the validity of any action taken at any such meeting.

7.       Quorum and Manner of Acting.

At any meeting of the stockholders, the presence, in person or by proxy, of the
holders of a majority of the outstanding stock entitled to vote shall constitute
a quorum. All shares represented and entitled to vote on any single subject
matter which may be brought before the meeting shall be counted for quorum
purposes. Only those shares entitled to vote on a particular subject matter
shall be counted for the purpose of voting on that subject matter. Business may
be conducted once a quorum is present and may continue to be conducted until
adjournment sine die, notwithstanding the withdrawal or temporary absence of
stockholders leaving less than a quorum. Except as otherwise provided in the
Delaware General Corporation Law, the affirmative vote of the holders of a
majority of the shares of stock then represented at the meeting and entitled to
vote on the subject matter under consideration shall be the act of the
stockholders; provided, however, that if the shares of stock then represented
are less than the number required to constitute a quorum, the affirmative vote
must be such as would constitute a majority if a quorum were present, except
that the affirmative vote of the holders of a majority of the shares of stock
then present is sufficient in all cases to adjourn a meeting.

8.       Voting of Shares of Stock.

Each stockholder shall be entitled to one vote or corresponding fraction thereof
for each share of stock or fraction thereof standing in his or her name on the
books of the Corporation on the record date. A stockholder may vote either in
person or by proxy executed in writing or transmitted as permitted by law,
including without limitation, electronically, via telegram, internet,
interactive voice response system, or other means of electronic transmission
executed or authorized by the stockholder or by his or her duly authorized
attorney in fact, but no such proxy shall be voted or acted upon after three (3)
years from the date of its execution unless the proxy provides for a longer
period. Any proxy transmitted electronically shall set forth such information
from which it can be determined that such electronic transmission was authorized
by the stockholder. Shares of its own stock belonging to the Corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of any
corporation to vote stock, including but not limited to its own stock, when held
by it in a fiduciary capacity. Shares of stock standing in the name of another
corporation may be voted by such officer, agent or proxy as the bylaws of such
other corporation may prescribe or, in the

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absence of such provision, as the board of directors of such other corporation
may determine. Shares of stock standing in the name of an administrator,
executor, guardian, conservator, trustee, receiver, trustee in bankruptcy or
assignee for the benefit of creditors may be voted by such person, either in
person or by proxy. Shares of stock held by an administrator, executor, guardian
or conservator may be voted by such person, either in person or by proxy,
without a transfer of such shares into his or her name. Shares of stock held by
a trustee, other than a trustee in bankruptcy, may not be voted by such trustee
without a transfer of such shares into his or her name. Shares of stock held by
or under the control of a receiver or trustee in bankruptcy may be voted by such
receiver or trustee, either in person or by proxy, without a transfer thereof
into his or her name if authority so to do is contained in an appropriate order
of the court by which such receiver or trustee was appointed. A person whose
stock is pledged shall be entitled to vote such stock unless the stock has been
transferred into the name of the pledgee on the books of the Corporation, in
which case only the pledgee or his or her proxy shall be entitled to vote such
stock. If shares of stock stand of record in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
tenants by the entirety, tenants by community property or otherwise, or if two
or more persons have the same fiduciary relationship respecting the same shares
of stock, unless the Corporation is given written notice in the manner required
by the Delaware General Corporation Law to the contrary and is furnished with a
copy of the instrument or order appointing them or creating the relationship
wherein it is so provided, their acts with respect to voting shall have the
following effect: (i) if only one votes, his or her act binds all; (ii) if more
than one vote, the act of the majority so voting binds all; and (iii) if more
than one vote, but the vote is evenly split on any particular matter, each
faction may vote the shares in question proportionally. If any tenancy is held
in unequal interests, the majority or even split, for the purpose of the
preceding sentence, shall be a majority or even split in interest. Unless
demanded by a stockholder present in person or by proxy at any meeting of the
stockholders and entitled to vote thereat, or unless so directed by the chairman
of the meeting, the vote thereat on any question need not be by ballot. If such
demand or direction is made, a vote by ballot shall be taken, and each ballot
shall be signed by the stockholder voting, or by his or her proxy, and shall
state the number of shares voted.

9.       Organization.

At each meeting of the stockholders, the Chairman of the Board, or, if he or she
is absent therefrom, the Chief Executive Officer, or, if he or she is absent
therefrom, another officer of the Corporation chosen as chairman of such meeting
by a majority in voting interest of the stockholders present in person or by
proxy and entitled to vote thereat, or, if all the officers of the Corporation
are absent therefrom, a stockholder of record so chosen, shall act as chairman
of the meeting and preside thereat. The Secretary, or, if he or she is absent
from the meeting or is required pursuant to the provisions of this Section 9 to
act as chairman of such meeting, the person (who shall be an Assistant
Secretary, if any and if present) whom the chairman of the meeting shall appoint
shall act as secretary of the meeting and keep the minutes thereof.

10.      Order of Business; Notice of Stockholder Proposals; Nomination of
         Director Candidates

(a) At any annual or special meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meetings (i) pursuant
to the Corporation's notice of meeting, (ii) by or at the direction of the Board
of Directors, or (iii) by any stockholder of the Corporation who is a
stockholder of record at the time of giving of notice provided for in this

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Section 10, who shall be entitled to vote at such meeting, and who complies with
the notice procedures set forth in this Section 10. The chairman of any meeting
shall determine the manner of voting and conduct of business at the meeting.

(b) Only persons who are nominated in accordance with the procedures set forth
in these Bylaws shall be eligible to serve as directors. Nominations of persons
for election to the Board of Directors may be made at a meeting of stockholders
(i) by or at the direction of the Board of Directors or a committee thereof or
(ii) by any stockholder of the Corporation who is a stockholder of record at the
time of giving of notice provided for in this Section 10 who shall be entitled
to vote for the election of directors at the meeting, and who complies with the
notice procedures set forth in this Section 10.

(c) A stockholder must give timely, written notice to the Secretary of the
Corporation to nominate directors at an annual meeting pursuant to Section 10
hereof or to propose business to be brought before an annual or special meeting
pursuant to clause (iii) of Section 10(a) hereof. To be timely in the case of an
annual meeting, a stockholder's notice must be received at the principal
executive offices of the Corporation not less than 120 days before the date of
the Corporation's proxy statement release to shareholders in connection with the
Corporation's previous year's annual meeting of stockholders. To be timely in
the case of a special meeting or in the event that the date of the annual
meeting is changed by more than 30 days from such anniversary date, a
stockholder's notice must be received at the principal executive offices of the
Corporation no later than the close of business on the tenth day following the
earlier of the day on which notice of the meeting date was mailed or public
disclosure of the meeting date was made. For purposes of this Section 10, public
disclosure shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of
1934. Such stockholder's notice shall set forth (i) with respect to each matter,
if any, that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (ii) with respect to each
person, if any, whom the stockholder proposes to nominate for election as a
director, all information relating to such person (including such person(s)
written consent to being named in the proxy statement as a nominee and to
serving as a director) that is required under the Securities Exchange Act of
1934, as amended, (iii) the name and address, as they appear on the
Corporation's records, of the stockholder proposing such business or nominating
such persons (as the case may be), and the name and address of the beneficial
owner, if any, on whose behalf the proposal or nomination is made, (iv) the
class and number of shares of capital stock of the Corporation that are owned
beneficially and of record by such stockholder of record and by the beneficial
owner, if any, on whose behalf the proposal or nomination is made, and (v) any
material interest or relationship that such stockholder of record and/or the
beneficial owner, if any, on whose behalf the proposal or nomination is made may
respectively have in such business or with such nominee. At the request of the
Board of Directors, any person nominated for election as a director shall
furnish to the Secretary of the Corporation the information required to be set
forth in a stockholder(s) notice of nomination which pertains to the nominee.

(d) Notwithstanding anything in these Bylaws to the contrary, no business shall
be conducted, and no person shall be nominated to serve as a director, at an
annual or special meeting of stockholders, except in accordance with the
procedures set forth in this Section 8. The

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Chairman of the meeting shall, if the facts warrant, determine that business was
not properly brought before the meeting, or that a nomination was not made, in
accordance with the procedures prescribed by these Bylaws and, if he shall so
determine, he shall so declare to the meeting, and any such business not
properly brought before the meeting shall not be transacted and any defective
nomination shall be disregarded. A stockholder shall also comply with all
applicable requirements of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder with respect to the matters set forth in
this Section 10.

(e) This Section 10 shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, directors and
committees of the Board of Directors, but, in connection with such reports, no
business shall be acted upon at such annual meeting unless stated, filed and
received as herein provided.

11.      Election of Directors.

At each election of Directors, each stockholder entitled to vote thereat shall
have the right to vote, in person or by proxy, the number of shares of stock
owned by such stockholder. Stockholders shall not have cumulative voting rights
with respect to the election of Directors. The candidates receiving the greatest
number of votes, up to the number of Directors to be elected, shall be the
Directors.

12.      Action By Stockholders Without a Meeting.

Any action required or permitted to be taken at a meeting of the stockholders
may be taken without a meeting, without notice and without a vote, if a consent
in writing, setting forth the action so taken, is signed by the number of
stockholders as are required to pass such action and entitled to vote with
respect to the subject matter thereof.

13.      Irregularities.

All informalities and irregularities at any meeting of the stockholders with
respect to calls, notices of meeting, the manner of voting, the form of proxies
and credentials, and the method of ascertaining those present shall be deemed
waived if no objection is made at the meeting.

                                   ARTICLE III
                               BOARD OF DIRECTORS

1.       General Powers.

The business and affairs of the Corporation shall be managed by the Board of
Directors.

2.       Number.  Term of Office and Qualifications.

Subject to the requirements of the Delaware General Corporation Law, the Board
of Directors may from time to time determine the number of Directors. Until the
Board shall otherwise determine, the number of Directors shall be that number
comprising the initial Board as set forth in the Certificate of Incorporation.
Each Director shall hold office until the next annual meeting

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of stockholders following his appointment or election and until his or her
successor is elected or until his or her death, resignation or removal in the
manner hereinafter provided.

3.       Place of Meeting.

The Board of Directors may hold its meetings at such place or places as it may
from time to time by resolution determine or as shall be designated in any
notices or waivers of notice thereof. Any such meeting, whether regular or
special, may be held by conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting in such manner shall constitute presence in
person at such meeting.

4.       Annual Meetings.

As soon as practicable after each annual election of Directors and on the same
day, the Board of Directors may meet for the purpose of organization and the
transaction of other business at the place where regular meetings of the Board
of Directors are held, and no notice of such meeting shall be necessary in order
to legally hold the meeting, provided that a quorum is present. If such meeting
is not held as provided above, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for a special
meeting of the Board of Directors, or in the event of waiver of notice as
specified in the written waiver of notice.

5.       Regular Meetings.

Regular meetings of the Board of Directors may be held without notice at such
times as the Board of Directors shall from time to time by resolution determine.

6.       Special Meetings; Notice.

Special meetings of the Board of Directors shall be held whenever called by the
Chairman of the Board or a majority of the Directors at the time in office.
Notice shall be given, in the manner hereinafter provided, of each such special
meeting, which notice shall state the time and place of such meeting, but need
not state the purposes thereof. Except as otherwise provided in Section 7 of
this Article III, notice of each such meeting shall be mailed to each Director,
addressed to him or her at his or her residence or usual place of business, at
least two (2) days before the day on which such meeting is to be held, or shall
be sent addressed to him or her at such place by telegraph, cable, wireless or
other form of recorded communication or delivered personally or by telephone not
later than the day before the day on which such meeting is to be held. A written
waiver of notice, whether given before or after the meeting to which it relates,
shall be equivalent to the giving of notice of such meeting to the Director or
Directors signing such waiver. Attendance of a Director at a special meeting of
the Board of Directors shall constitute a waiver of notice of such meeting,
except when he or she attends the meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.

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7.       Quorum and Manner of Acting.

A majority of the whole Board of Directors shall be present in person at any
meeting of the Board of Directors in order to constitute a quorum for the
transaction of business at such meeting, and except as otherwise specified in
these Bylaws, and except also as otherwise expressly provided by the Delaware
General Corporation Law, the vote of a majority of the Directors present at any
such meeting at which a quorum is present shall be the act of the Board of
Directors. In the absence of a quorum from any such meeting, a majority of the
Directors present thereat may adjourn such meeting from time to time to another
time or place, without notice other than announcement at the meeting, until a
quorum shall be present thereat. The Directors shall act only as a Board and the
individual Directors shall have no power as such.

8.       Organization.

From its members, the Board of Directors will elect a Chairman to preside over
meetings of the stockholders and of the Board of Directors. The Chairman may
simultaneously serve as any officer of the Corporation. The Board may elect one
or more Vice Chairmen. In the absence of the Chairman or a Vice Chairman, if
any, the Board shall designate any person to preside at such meetings.

At each meeting of the Board of Directors, the Chairman of the Board, or, if he
or she is absent therefrom, a Vice Chairman, or if he or she is absent
therefrom, a Director chosen by a majority of the Directors present thereat,
shall act as chairman of such meeting and preside thereat. The Secretary, or if
he or she is absent, the person (who shall be an Assistant Secretary, if any and
if present) whom the chairman of such meeting shall appoint, shall act as
Secretary of such meeting and keep the minutes thereof.

9.       Action by Directors Without a Meeting.

Any action required or permitted to be taken at a meeting of the Board of
Directors may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, is signed by
all Directors entitled to vote with respect to the subject matter thereof.

10.      Resignations.

Any Director may resign at any time by giving written notice of his or her
resignation to the Corporation. Any such resignation shall take effect at the
time specified therein, or, if the time when it shall become effective is not
specified therein, it shall take effect immediately upon its receipt by the
Chairman of the Board, the President or the Secretary; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

11.      Recording of a Negative Vote.

A Director who is present at a meeting of the Board of Directors at which any
action is taken shall be presumed to have assented to such action unless his
dissent to such action shall be entered in the minutes of the meeting or unless
he shall file his written dissent to such action with the Secretary before the
adjournment thereof or forward such dissent to the Secretary by certified

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mail before 5:00 p.m. the next day which is not a holiday or Saturday after the
adjournment of the meeting. No right to dissent shall apply to a Director who
voted in favor of such action.

12.      Removal of Directors.

Directors may be removed, with or without cause, as provided from time to time
by the Delaware General Corporation Law as then in effect.

13.      Vacancies.

Any vacancy occurring in the Board of Directors, and any newly created
directorship, may be filled by a majority of the Directors then in office,
including any Director whose resignation from the Board of Directors becomes
effective at a future time, provided that the number of Directors then in office
is not less than a quorum of the whole Board, or by a sole remaining Director.
If at any time the Corporation has no Directors in office, any officer or any
shareholder or any fiduciary entrusted with responsibility for the person or
estate of a shareholder may call a special meeting of the shareholders for the
purpose of filling vacancies in the Board of Directors.

14.      Compensation.

Unless otherwise expressly provided by resolution adopted by the Board of
Directors, no Director shall receive any compensation for his or her services as
a Director. The Board of Directors may at any time and from time to time by
resolution provide that the Directors shall be paid a fixed sum for attendance
at each meeting of the Board of Directors or a stated salary as Director. In
addition, the Board of Directors may at any time and from time to time by
resolution provide that Directors shall be paid their actual expenses, if any,
of attendance at each meeting of the Board of Directors. Nothing in this section
shall be construed as precluding any Director from serving the Corporation in
any other capacity and receiving compensation therefor, but the Board of
Directors may by resolution provide that any Director receiving compensation for
his or her services to the Corporation in any other capacity shall not receive
additional compensation for his or her services as a Director.

                                   ARTICLE IV
                                    OFFICERS

1.       Number.

The Corporation shall have the following officers: a Chief Executive Officer, a
President, a Chief Financial Officer/Treasurer, a Vice President and a
Secretary. At the discretion of the Board of Directors, the Corporation may also
have additional Vice Presidents, one or more Assistant Vice Presidents, one or
more Assistant Secretaries and one or more Assistant Treasurers. Any two or more
offices may be held by the same person.

2.       Election and Term of Office.

The officers of the corporation shall be elected annually by the Board of
Directors. Each such officer shall hold office until his or her successor is
duly elected or until his or her earlier death or resignation or removal in the
manner hereinafter provided.

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3.       Agents.

In addition to the officers mentioned in Section 1 of this Article IV, the Board
of Directors may appoint such agents as the Board of Directors may deem
necessary or advisable, each of which agents shall have such authority and
perform such duties as are provided in these Bylaws or as the Board of Directors
may from time to time determine. The Board of Directors may delegate to any
officer or to any committee the power to appoint or remove any such agents.

4.       Removal.

Any officer may be removed, with or without cause, at any time by resolution
adopted by a majority of the whole Board of Directors.

5.       Resignations.

Any officer may resign at any time by giving written notice of his or her
resignation to the Board of Directors, the Chairman of the Board of Directors,
the President or the Secretary. Any such resignation shall take effect at the
times specified therein, or, if the time when it shall become effective is not
specified therein, it shall take effect immediately upon its receipt by the
Board of Directors, the Chairman of the Board, the President or the Secretary;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

6.       Vacancies.

A vacancy in any office due to death, resignation, removal, disqualification or
any other cause may be filled for the unexpired portion of the term thereof by
the Board of Directors.

7.       Chief Executive Officer.

The Chief Executive Officer shall be the chief executive officer of the
Corporation. Subject to the direction of the Board of Directors, the Chief
Executive Officer shall have and exercise direct charge of and general
supervision over the business and affairs of the Corporation and shall perform
such other duties as may be assigned from time to time by the Board of
Directors.

8.       President.

The President shall be the chief operating officer of the Corporation. And shall
perform such duties as the Board of Directors or the Chief Executive Officer
shall prescribe. In the absence or disability of the Chief Executive Officer,
the President shall perform and exercise the powers of the Chief Executive
Officer.

9.       Vice President.

The Vice President and any additional Vice Presidents shall have such powers and
perform such duties as the Chairman of the Board, the Chief Executive Officer,
the President or the Board of Directors may from time to time prescribe and
shall perform such other duties as may be prescribed by these Bylaws. In the
absence or disability of the President, the Vice President shall

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perform the duties of the President and, when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the President.

10.      Secretary.

The Secretary shall: (a) record all the proceedings of the meetings of the
stockholders, the Board of Directors and the Executive Committee, if any, in one
or more books kept for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (c) be the
custodian of all contracts, deeds, documents, all other indicia of title to
properties owned by the Corporation and of its other corporate records (except
accounting records) and of the corporate seal, if any, and affix such seal to
all documents the execution of which on behalf of the Corporation under its seal
is duly authorized; (d) sign, with the Chairman of the Board, the Chief
Executive Officer, the President or a Vice President, certificates for stock of
the Corporation; (e) have charge, directly or through the transfer clerk or
transfer clerks, transfer agent or transfer agents and registrar or registrars
appointed as provided in Section 3 of Article VII of these Bylaws, of the issue,
transfer and registration of certificates for stock of the Corporation and of
the records thereof, such records to be kept in such manner as to show at any
time the amount of the stock of the Corporation issued and outstanding, the
manner in which and the time when such stock was paid for, the names,
alphabetically arranged, and the addresses of the holders of record thereof, the
number of shares held by each, and the time when each became a holder of record;
(f) upon request, exhibit or cause to be exhibited at all reasonable times to
any Director such records of the issue, transfer and registration of the
certificates for stock of the Corporation; (g) see that the books, reports,
statements, certificates and all other documents and records required by law are
properly kept and filed; and (h) see that the duties prescribed by Section 6 of
Article II of these Bylaws are performed. In general, the Secretary shall
perform all duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him or her by the Chairman of the Board,
the Chief Executive Officer, the President or the Board of Directors.

11.      Chief Financial Officer/Treasurer.

If required by the Board of Directors, the Chief Financial Officer/Treasurer
shall give a bond for the faithful discharge of his or her duties in such sum
and with such surety or sureties as the Board of Directors shall determine. The
Chief Financial Officer/Treasurer shall: (a) have charge and custody of, and be
responsible for, all funds, securities, notes and valuable effects of the
Corporation; (b) receive and give receipt for moneys due and payable to the
Corporation from any sources whatsoever; (c) deposit all such moneys to the
credit of the Corporation or otherwise as the Board of Directors, the Chairman
of the Board, the Chief Executive Officer or the President shall direct in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article VI of these Bylaws; (d) cause such funds to be
disbursed by checks or drafts on the authorized depositories of the Corporation
signed as provided in Article VI of these Bylaws; (e) be responsible for the
accuracy of the amounts of, and cause to be preserved proper vouchers for, all
moneys so disbursed; (f) have the right to require from time to time reports or
statements giving such information as he or she may desire with respect to any
and all financial transactions of the Corporation from the officers or agents
transacting the same; (g) render to the Chairman of the Board, the Chief
Executive Officer or the Board, whenever they, respectively, shall request him
or her so to do, an account of the financial condition of the Corporation and of
all his or her transactions as Treasurer; (h) upon request,

                                      -11-
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exhibit or cause to be exhibited at all reasonable times the cash books and
other records to the Chairman of the Board, the Chief Executive Officer or any
of the Directors of the Corporation; and (i) cause to be kept correct books of
account of all the business and transactions of the Corporation, shall see that
adequate audits thereof are currently and regularly made and certify the
accounts of the Corporation. In general, the Chief Financial Officer/Treasurer
shall perform all duties incident to the office of Chief Financial
Officer/Treasurer and such other duties as from time to time may be assigned to
him or her by the Chairman of the Board, the Chief Executive Officer or the
Board of Directors.

12.      Assistant Officers.

Any persons elected as assistant officers shall assist in the performance of the
duties of the designated office and such other duties as shall be assigned to
them by the Board of Directors, the Chairman of the Board, the Chief Executive
Officer, the President, any Vice President, the Secretary or the Treasurer.

                                    ARTICLE V
                                   COMMITTEES

1.       Executive Committee: How Constituted and Powers.

The Board of Directors, by resolution adopted by a majority of the whole Board
of Directors, may designate one or more of the Directors then in office, who
shall include the Chairman of the Board, to constitute an Executive Committee,
which shall have and may exercise between meetings of the Board of Directors all
the delegable powers of the Board of Directors to the extent not expressly
prohibited by the Delaware General Corporation Law or by resolution of the Board
of Directors. The Board may designate one or more Directors as alternate members
of the Committee who may replace any absent or disqualified member at any
meeting of the Committee. Each member of the Executive Committee shall continue
to be a member thereof only during the pleasure of a majority of the whole Board
of Directors.

2.       Executive Committee; Organization.

The Chairman of the Board shall act as chairman at all meetings of the Executive
Committee and the Secretary shall act as secretary thereof. In case of the
absence from any meeting of the Chairman of the Board or the Secretary, the
Committee may appoint a chairman or secretary, as the case may be, of the
meeting.

3.       Executive Committee Meetings.

Regular meetings of the Executive Committee may be held without notice on such
days and at such places as shall be fixed by resolution adopted by a majority of
the Committee and communicated to all its members. Special meetings of the
Committee shall be held whenever called by the Chairman of the Board or a
majority of the members thereof then in office. Notice of each special meeting
of the Committee shall be given in the manner provided in Section 6 of Article
III of these Bylaws for special meetings of the Board of Directors. Notice of
any such meeting of the Executive Committee, however, need not be given to any
member of the Committee if waived by him or her in writing or by telegraph,
cable, wireless or other form of

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<PAGE>
recorded communication either before or after the meeting, or if he or she is
present at such meetings, except when he or she attends for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened. Subject to the provisions of this Article V, the
Committee, by resolution adopted by a majority of the whole Committee, shall fix
its own rules of procedure and it shall keep a record of its proceedings and
report them to the board at the next regular meeting thereof after such
proceedings have been taken. All such proceedings shall be subject to revision
or alteration by the Board of Directors; provided, however, that third parties
shall not be prejudiced by any such revision or alteration.

4.       Executive-Committee; Quorum and Manner of Acting.

A majority of the Executive Committee shall constitute a quorum for the
transaction of business, and, except as specified in Section 3 of this Article
V, the act of a majority of those present at a meeting thereof at which a quorum
is present shall be the act of the Committee. The members of the Committee shall
act only as a committee, and the individual members shall have no power as such.

5.       Other Committees.

The Board of Directors, by resolution adopted by a majority of the whole Board,
may constitute other committees, which shall in each case consist of one or more
of the Directors and, at the discretion of the Board of Directors, such officers
who are not Directors. The Board of Directors may designate one or more
Directors or officers who are not Directors as alternate members of any
committee who may replace any absent or disqualified member at any meeting of
the committee. Each such committee shall have and may exercise such powers as
the Board of Directors may determine and specify in the respective resolutions
appointing them; provided, however, that (a) unless all of the members of any
committee shall be Directors, such committee shall not have authority to
exercise any of the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and (b) if any committee shall have the
power to determine the amounts of the respective fixed salaries of the officers
of the Corporation or any of them, such committee shall consist of not less than
three (3) members and none of its members shall have any vote in the
determination of the amount that shall be paid to him or her as a fixed salary.
A majority of all the members of any such committee may fix its rules of
procedure, determine its action and fix the time and place of its meetings and
specify what notice thereof, if any, shall be given, unless the Board of
Directors shall otherwise by resolution provide.

6.       Resignations.

Any member of the Executive Committee or any other committee may resign
therefrom at any time by giving written notice of his or her resignation to the
Chairman of the Board, the President or the Secretary. Any such resignation
shall take effect at the time specified therein, or if the time when it shall
become effective is not specified therein, it shall take effect immediately upon
its receipt by the Chairman of the Board or the Secretary; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

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<PAGE>
7.       Vacancies.

Any vacancy in the Executive Committee or any other committee shall be filled by
the vote of a majority of the whole Board of Directors.

8.       Compensation.

Unless otherwise expressly provided by resolution adopted by the Board of
Directors, no member of the Executive Committee or any other committee shall
receive any compensation for his or her services as a committee member. The
Board of Directors may at any time and from time to time by resolution provide
that committee members shall be paid a fixed sum for attendance at each
committee meeting or a stated salary as a committee member. In addition, the
Board of Directors may at any time and from time to time by resolution provide
that such committee members shall be paid their actual expenses, if any, of
attendance at each committee meeting. Nothing in this section shall be construed
as precluding any committee member from serving the Corporation in any other
capacity and receiving compensation therefor, but the Board of Directors may by
resolution provide that any committee member receiving compensation for his or
her services to the Corporation in any other capacity shall not receive
additional compensation for his or her services as a committee member.

9.       Dissolution of Committees; Removal of Committee Members.

The Board of Directors, by resolution adopted by a majority of the whole Board,
may, with or without cause, dissolve the Executive Committee or any other
committee, and, with or without cause, remove any member thereof.

                                   ARTICLE VI
                                  MISCELLANEOUS

1.       Execution of Contracts.

Except as otherwise required by law or by these Bylaws, any contract or other
instrument may be executed and delivered in the name of the Corporation and on
its behalf by the Chairman of the Board, the Chief Executive Officer, the
President, or any Vice President. In addition, the Board of Directors may
authorize any other officer of officers or agent or agents to execute and
deliver any contract or other instrument in the name of the Corporation and on
its behalf, and such authority may be general or confined to specific instances
as the Board of Directors may by resolution determine.

2.       Attestation.

Any Vice President, the Secretary, or any Assistant Secretary may attest the
execution of any instrument or document by the Chairman of the Board, the
President, or any other duly authorized officer or agent of the Corporation and
may affix the corporate seal, if any, in witness thereof, but neither such
attestation nor the affixing of a corporate seal shall be requisite to the
validity of any such document or instrument.

                                      -14-
<PAGE>
3.       Loans.

Unless the Board of Directors shall otherwise determine, the Chairman of the
Board of Directors, the Chief Executive Officer or the President, acting
together with any one of the following officers, to-wit: any Vice President, the
Treasurer or the Secretary, may effect loans and advances at any time for the
Corporation from any bank, trust company or other institution or from any firm
or individual and, for such loans and advances, may make, execute and deliver
promissory notes or other evidences of indebtedness of the Corporation, but no
officer or officers shall mortgage, pledge, hypothecate or otherwise transfer
for security any property owned or held by the Corporation except when
authorized by resolution adopted by the Board of Directors.

4.       Checks, Drafts.

All checks, drafts, orders for the payment of money, bills of lading, warehouse
receipts, obligations, bills of exchange and insurance certificates shall be
signed or endorsed (except endorsements for collection for the account of the
Corporation or for deposit to its credit, which shall be governed by the
provisions of Section 5 of this Article VI) by such officer or officers or agent
or agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

5.       Deposits.

All funds of the Corporation not otherwise employed shall be deposited from time
to time to the credit of the Corporation or otherwise as the Board of Directors,
the Chairman of the Board, the Chief Executive Officer or the President shall
direct in general or special accounts at such banks, trust companies, savings
and loan associations, or other depositories as the Board of Directors may
select or as may be selected by any officer or officers or agent or agents of
the Corporation to whom power in that respect has been delegated by the Board of
Directors. For the purpose of deposit and for the purpose of collection for the
account of the Corporation, checks, drafts and other orders for the payment of
money which are payable to the order of the Corporation may be endorsed,
assigned and delivered by any officer or agent of the Corporation. The Board of
Directors may make such special rules and regulations with respect to such
accounts, not inconsistent with the provisions of these Bylaws, as it may deem
expedient.

6.       Proxies in Respect of Stock or Other Securities of Other Corporations.

Unless otherwise provided by resolution adopted by the Board of Directors, the
Chairman of the Board of Directors, the Chief Executive Officer, the President
or any Vice President may exercise in the name and on behalf of the Corporation
the powers and rights which the Corporation may have as the holder of stock or
other securities in any other corporation, including without limitation the
right to vote or consent with respect to such stock or other securities.

7.       Fiscal Year.

The fiscal year of the Corporation shall commence on the first day of August and
end on the last day of July.

                                      -15-
<PAGE>
                                   ARTICLE VII
                                      STOCK

1.       Certificates.

Every holder of stock in the Corporation shall be entitled to have a certificate
signed by or in the name of the Corporation by the Chairman of the Board of
Directors, the President, or a Vice President and by the Secretary or an
Assistant Secretary. The signatures of such officers upon such certificate may
be facsimiles if the certificate is manually signed by a transfer agent or
registered by a registrar, other than the Corporation itself or one of its
employees. If any officer who has signed or whose facsimile signature has been
placed upon a certificate has ceased for any reason to be such officer prior to
issuance of the certificate, the certificate may be issued with the same effect
as if that person were such officer at the date of issue. All certificates for
stock of the Corporation shall be consecutively numbered, shall state the number
of shares represented thereby and shall otherwise be in such form as shall be
determined by the Board of Directors, subject to such requirements as are
imposed by the Delaware General Corporation Laws. The names and addresses of the
persons to whom the shares represented by certificates are issued shall be
entered on the stock transfer books of the Corporation, together with the number
of shares and the date of issue, and in the case of cancellation, the date of
cancellation. Certificates surrendered to the Corporation for transfer shall be
cancelled, and no new certificate shall be issued in exchange for such shares
until the original certificate has been cancelled; except that in the case of a
lost, destroyed or mutilated certificate, a new certificate may be issued
therefor upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.

2.       Transfer of Stock.

Transfers of shares of stock of the Corporation shall be made only on the stock
transfer books of the Corporation by the holder of record thereof or by his or
her legal representative or attorney in fact, who shall furnish proper evidence
of authority to transfer to the Secretary, or a transfer clerk or a transfer
agent, and upon surrender of the certificate or certificates for such shares
properly endorsed and payment of all taxes thereon. The person in whose name
shares of stock stand on the books of the Corporation shall be deemed the owner
thereof for all purposes as regards the Corporation.

3.       Regulations.

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

                                      -16-
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                                  ARTICLE VIII
                                    DIVIDENDS

The Board of Directors may from time to time declare, and the Corporation may
pay, dividends on its outstanding shares of stock in the manner and upon the
terms and conditions provided in the Delaware General Corporation Law.

                                   ARTICLE IX
                                      SEAL

A corporate seal shall not be requisite to the validity of any instrument
executed by or on behalf of the Corporation. Nevertheless, if in any instance a
corporate seal is used, the same shall be in the form of a circle and shall bear
the full name of the Corporation and the year and state of incorporation, or
words and figures of similar import.

                                    ARTICLE X
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

1.       General.

The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, 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,
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.

2.       Derivative Actions.

The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, 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

                                      -17-
<PAGE>
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 of the
State of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

3.       Indemnification in Certain Cases.

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 1 and 2 of this Article X, 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.

4.       Procedure.

Any indemnification under Sections 1 and 2 of this Article X (unless ordered by
a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in such Sections 1 and 2. Such
determination shall be made (a) 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 (b) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (c) by the stockholders.

5.       Advances for-Expenses.

Expenses incurred in defending a civil or criminal action, suit or proceeding
shall be paid by the Corporation, to the extent permitted by law, 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 be ultimately determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article X.

6.       Rights Not-Exclusive.

The indemnification and advancement of expenses provided by or granted pursuant
to, the other Sections of this Article X shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under any
law, by-law, 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.

7.       Insurance.

The Corporation shall have power to 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 or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and

                                      -18-
<PAGE>
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 X.

8.       Definition of Corporation.

For the purposes of this Article X, references to "the Corporation" include all
constituent corporations absorbed in consolidation or merger as well as the
resulting or surviving corporation so that any person who is or was a director,
officer, employee or agent of such a constituent corporation or is or was
serving at the request of such constituent as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under the provisions of this Article
X with respect to the resulting or surviving corporation as he would if he had
served the resulting or surviving corporation in the same capacity.

9.       Other Definitions.

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

10.      Continuation of Rights.

The indemnification and advancement of expenses provided by, or granted pursuant
to this Article X shall 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 person. No amendment to or repeal of this
Article X shall apply to or have any effect on, the rights of any director,
officer, employee or agent under this Article X which rights come into existence
by virtue of acts or omissions of such director, officer, employee or agent
occurring prior to such amendment or repeal.

                                   ARTICLE XI
                                   AMENDMENTS

These Bylaws may be repealed, altered or amended by the affirmative vote of the
holders of a majority of the stock issued and outstanding and entitled to vote
at any meeting of Stockholders or by resolution duly adopted by the affirmative
vote of not less than a majority of the Directors in office at any annual or
regular meeting of the Board of Directors or at any special meeting of the Board
of Directors if notice of the proposed repeal, alteration or amendment be
contained in the notice of such special meeting, and new Bylaws may be adopted,
at any time only by the Board of Directors.



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