**EXHIBIT 3.2**

**SECOND AMENDED AND RESTATED BY-LAWS****OF****NEOSE TECHNOLOGIES,INC.**

**ARTICLE I**

**OFFICES**

         Section 1.   Theregistered office shall be in the city of Dover, County of Kent, State of Delaware. 

         Section 2.   The corporation may also have offices atsuch 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 1.   All meetings of the stockholders for the election of directors shall beheld at such place as may be fixed from time to time by the Board of Directors, or at such other 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 themeeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. 

         Section 2.   Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors andstated in the notice of the meeting, at which they shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. 

         Section 3.   Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote atsuch meeting not fewer than ten (10) nor more than sixty (60) days before the date of the meeting. 

         Section 4.   The officer who has charge ofthe stock ledger of the corporation shall prepare and make, at least ten (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 ofeach 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 ten(10) days prior to the meeting, either at a place within the city

where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be producedand kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

         Section5.   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 president and shall be called by the president or secretary atthe request in writing of a majority of the Board of Directors. 

         Section 6.   Written notice of a special meeting stating the place, date andhour of the meeting and the purpose or purposes for which the meeting is called, shall be given not fewer than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. 

         Section 7.   Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. 

         Section 8.   The holders of fifty percent (50%) of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy,shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meetingof the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall bepresent or represented. 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. If the adjournment is for more than thirty(30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. 

         Section 9.   When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person orrepresented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such expressprovision shall govern and control the decision of such question. 

         Section 10.   Unless otherwise provided in the certificate of incorporationeach stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from itsdate, unless the proxy provides for a longer period. 
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         Section 11.   A. Annual Meetings of Stockholders

                  1.   Nominations of persons for election to the Board of Directors and theproposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the corporation’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder ofthe corporation who was a stockholder of record at the time of giving of notice provided for in this Section 11, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 11. 

                  2.   For nominations or other business to be properly brought before an annual meeting by astockholder pursuant to clause (c) of paragraph (A)(1) of this Section 11, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation and such other business must otherwise be a proper matter for stockholderaction. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the one hundred twentieth (120th) day nor earlier than the close ofbusiness on the one hundred fiftieth (150th) day prior to the first anniversary of the date of the proxy statement delivered to stockholders in connection with the preceding year’s annual meeting; provided, however, that if either (i) the dateof the annual meeting is more than thirty (30) days before or more than sixty (60) days after such an anniversary date or (ii) no proxy statement was delivered to stockholders in connection with the preceding year’s annual meeting, notice bythe stockholder to be timely must be so delivered not earlier than the close of business on the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annualmeeting or the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation. Such stockholder’s notice shall set forth (a) as to each person whom thestockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each casepursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director itelected); (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any materialinterest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal ismade (i) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner and (ii) the class and number of shares of capital stock of the corporation that are owned beneficially and held ofrecord by such stockholder and such beneficial owner. 

                  3.   Notwithstanding anything inthe second sentence of paragraph (A)(2) of this Section 11 to the contrary, in the event that the number of directors to be 
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elected to the Board of Directors of the corporation is increased and there is no public announcement by the corporation naming all of the nominees for director orspecifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the preceding year’s annual meeting (or, if the annual meeting is held more than thirty (30) days before or sixty (60) daysafter such anniversary date, at least seventy (70) days prior to such annual meeting), a stockholder’s notice required by this Section 11 shall also be considered timely, but only with respect to nominees for any new positions created by suchincrease, if it shall be delivered to the Secretary at the principal executive office of the corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by thecorporation. 

         B.   Special Meetings of Stockholders. Only such business shall be conducted at aspecial meeting of stockholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders atwhich directors are to be elected pursuant to the corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) provided that the Board of Directors has determined that directors shall be elected at such meeting,by any stockholder of the corporation who is a stockholder of record at the time of giving of notice of the special meeting, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 11. Ifthe corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) asspecified in the corporation’s notice of meeting, if the stockholder’s notice required by paragraph (A)(2) of this Section 11 shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than theninetieth (90th) day prior to such special meeting not later than the later of (x) the close of business of the sixtieth (60th) day prior to such special meeting or (y) the close of business of the tenth (10th) day following the day on which publicannouncement is first made of the date of such special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. 

         C.   General.

                  1.   Only such persons who are nominated in accordance with the procedures set forth in this Section 11 shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shallhave been brought before the meeting in accordance with the procedures set forth in this Section 11. Except as otherwise provided by law, the certificate of incorporation or these by-laws, the chairman of the meeting shall have the power and duty todetermine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 11 and, if any proposed nomination or business is notincompliance herewith, to declare that such defective proposal or nomination shall be disregarded. 
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                  2.   For purposes of this Section 11,“public announcement” 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 ExchangeCommission pursuant to Section 13, 14 and 15(d) of the Exchange Act. 

                  3.   Notwithstanding the foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters setforth herein. Nothing in this Section 11 shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of anyseries of Preferred Stock to elect directors under specified circumstances. 

         Notwithstanding any other provision of law, the certificate of incorporation orthese by-laws, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least seventy-five percent (75) of the votes which all the stockholders would be entitled to cast at any annualelection of directors or class of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Section 11.

**ARTICLE III**

**DIRECTORS**

         Section 1.   The number of directors which shall constitute the whole Board shall be determined byresolution of the Board of Directors or by the stockholders at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until said director’s successor is elected andqualified. Directors need not be stockholders. 

         Section 2.   Vacancies and new created directorships resulting from any increase in theauthorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until theirsuccessors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly createddirectorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding atleast ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directorschosen by the directors then in office. 
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         Section 3.   The business of the corporation shall be managed by or under the direction of itsBoard 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 by-laws directed or required to be exercised or done by thestockholders. 

**MEETINGS OF THE BOARD OF DIRECTORS**

         Section 4.   The Board of Directors of thecorporation may hold meetings, both regular and special, either within or without the State of Delaware. 

         Section 5.   The first meeting ofeach newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally toconstitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the timeand place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiversigned by all of the directors. 

         Section 6.   Regular meetings of the Board of Directors may be held without notice at such time and at suchplace as shall from time to time be determined by the Board. 

         Section 7.   Special meetings of the Board may be called by the president on two(2) days’ notice to each director by mail or forty-eight (48) hours notice to each director either personally or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the writtenrequest of two directors unless the Board consists of only one director, in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. 

         Section 8.   At all meetings of the Board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority ofthe 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 or by the certificate of incorporation. If a quorum shall not be present at anymeeting 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 9.   Unless otherwise restricted by the certificate of incorporation of these by-laws, any action required or permitted to be taken at any meetingof the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or
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writings are filed with the minutes of proceedings of the Board or committee. 

         Section 10.   Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Boardof Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence inperson at the meeting. 

**COMMITTEES OF DIRECTORS**

         Section 11.   The Board of Directors may, byresolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee,who may replace any absent or disqualified member at any meeting of the committee. 

         In the absence of disqualification of a member of a committee, the memberor members thereof present at any meeting and not disqualified from voting, whether or not the member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any suchabsent or disqualified member. 

         Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all thepowers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have thepower or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’sproperty and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide,no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board ofDirectors. 

         Section 12.   Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors whenrequired. 

**COMPENSATION OF DIRECTORS**

         Section 13.   Unless otherwise restricted by thecertificate of incorporation or these by-laws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may bepaid a fixed sum for attendance at each meeting 
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of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receivingcompensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. 

**REMOVAL OF DIRECTORS**

         Section 14.   Unless otherwise restricted by the certificate of incorporation or by-laws, any director or the entire Board of Directors may be removed, withor without cause, by the holders of a majority of shares entitled to vote at an election of directors. 

**ARTICLE IV**

**NOTICES**

         Section 1.   Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given toany director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at such director’s or stockholder’s address as it appears on therecords of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. 

         Section 2.   Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, awaiver 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 V**

**OFFICERS**

         Section 1.   The officers of the corporation shall be chosen by the Board of Directors and shall bea chief executive officer, chief financial officer, president, treasurer and a secretary. The Board of Directors may elect from among its members a Chairman of the Board and a Vice Chairman of the Board. The Board of Directors may also choose one ormore vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. 

         Section 2.   The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a president, a treasurer, and a secretaryand may choose vice presidents. 
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         Section 3.   The Board of Directors may appoint such other officers and agents as it shall deemnecessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. 

         Section 4.   The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors. 

         Section5.   The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of theBoard of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors. 

**THE CHAIRMAN OF THE BOARD**

         Section 6.   The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which the Chairman shallbe present. The Chairman shall have and may exercise such powers as are, from time to time, assigned to the Chairman by the Board and as may be provided by law. 

         Section 7.   In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which the Vice Chairman shall be present. TheVice Chairman shall have and may exercise such powers as are, from time to time, assigned to the Vice Chairman by the Board and as may be provided by law. 

**THE PRESIDENT AND VICE-PRESIDENTS**

         Section 8.   The president shall be the chief operating officer or chief executive officer of the corporation, and in the absence of the Chairman andVice Chairman of the Board the President shall preside at all meetings of the stockholders and the Board of Directors; the President shall have general and active management of the business of the corporation and shall see that all orders andresolutions of the Board of Directors are carried into effect. 

         Section 9.   The President shall execute bonds, mortgages and other contractsrequiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to someother officer or agent of the corporation. 

         Section 10.   In the absence of the president or in the event of the president’s inability orrefusal to act, the vice-president, if any, (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the 
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absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and besubject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. 

**THE SECRETARYAND ASSISTANT SECRETARY**

         Section 11.   The secretary shall attend all meetings of the Board of Directors and all meetings of thestockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give, orcause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision the secretaryshall be. The secretary shall have custody of the corporate seal of the corporation and the secretary, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by thesignature of the secretary or by the signature of such assistant secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by said officer’s signature.

         Section 12.   The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the Board ofDirectors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of the secretary’s inability or refusal to act, perform the duties and exercise the powers of thesecretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. 

**THE TREASURER AND ASSISTANT TREASURERS**

         Section 13.   The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts anddisbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. 

         Section 14.   The treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for suchdisbursements, and shall render to the president and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all the treasurer’s transactions as treasurer and of the financial condition of thecorporation. 

         Section 15.   If required by the Board of Directors, the treasurer shall give the corporation a bond (which shall be renewedevery six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of the treasurer and for the restoration to the 
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corporation, in case of the treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whateverkind in the treasurer’s possession or under the treasurer’s control belonging to the corporation. 

         Section 16.   the assistanttreasurer, or if there shall be more than one, the assistant treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in theevent of the treasurer’s inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

**ARTICLE VI**

**CERTIFICATE OF STOCK**

         Section1.   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 or vice-chairman of the Board of Directors, or the president or a vice-president andthe treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation. 

         Certificates may be issued for partly paid shares and in such case upon the face or back of the certificate issued to represent any such partly paid shares, the totalamount of the consideration to be paid therefor, and the amount paid thereon shall be specified. 

         If the corporation shall be authorized to issue more thanone class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictionsor such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in section202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that thecorporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications,limitations or restrictions of such preferences and/or rights. 

         Section 2.   Any of or all the signatures on the certificate may be facsimile.In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued bythe corporation with the same effect as if the former officer, transfer agent or registrar were such officer, transfer agent or registrar at the date of issue. 
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**LOST CERTIFICATES**

         Section 3.   The Board ofDirectors 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 theperson 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, requirethe owner of such lost, stolen or destroyed certificate or certificates, or the legal representative of the owner of such lost, stolen or destroyed certificate or certificates, to advertise the same in such manner as it shall require and/or give thecorporation 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 alleged to have been lost, stolen or destroyed. 

**TRANSFER OF STOCK**

         Section 4.   Upon surrender to the corporation or the transfer agent of the corporation of a certificate forshares duly endorsed or accompanied by proper evidence of succession, assignation 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 thetransaction upon its books. 

**FIXING RECORD DATE**

         Section 5.   In order that the corporation maydetermine the stockholders entitled to notice of or to vote at any meeting of stockholder or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or otherdistribution or allotment of any rights, or entitled to exercise any rights in respect of any 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, whichshall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 

**REGISTERED STOCKHOLDERS**

         Section 6.   The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receivedividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on thepart of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. 
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**TRANSFER OF RIGHTS BY ACQUIRING PERSON**

         Section7.   Rights issued pursuant to the Rights Agreement, dated September 26, 1997, between the corporation and American Stock Transfer & Trust Company, as amended (the “Rights Agreement”) may be transferred by an AcquiringPerson or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement) only in accordance with the terms of, and subject to the restrictions contained in, the Rights Agreement. 

**ARTICLE VII**

**GENERAL PROVISIONS**

**DIVIDENDS**

         Section 1.   Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared bythe Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. 

         Section 2.   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 thedirectors 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 purposes as thedirectors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. 

**CHECKS**

         Section 3.   All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as theBoard of Directors may from time to time designate. 

**FISCAL YEAR**

         Section 4.   The fiscal yearof the corporation shall be fixed by resolution of the Board of Directors. 
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**SEAL**

         Section 5.   The Board of Directors may adopt acorporate seal having inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproducedor otherwise. 

**INDEMNIFICATION**

         Section 6.   The corporation shall, to the fullest extentpermitted by Section 145 of the General corporation Law of Delaware, as amended from time to time, indemnify each 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, by reason of the fact that he or she is or was, or has agreed to become, a director or officer of the corporation, or is or was serving, or has agreed to serve, at the request of thecorporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been takenor omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on such person’s behalf in connection with such action, suitor proceeding and any appeal therefrom. 

         Indemnification may include payment by the corporation of expenses in defending an action or proceeding in advanceof the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Section, whichundertaking may be accepted without reference to the financial ability of such person to make such repayment. 

         The corporation shall not indemnify any suchperson seeking indemnification in connection with a proceeding (or part thereof) initiated by such person unless the initiation thereof was approved by the Board of Directors of the corporation. The indemnification rights provided in this Section(i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement or vote of stockholders or disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executorsand administrators of such persons. The corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the corporation or other persons serving the corporation andsuch rights may be equivalent to, or greater or less than, those set forth in this Section. 

**TRANSACTIONS WITH INTERESTED PARTIES**

         Section 7.   No contract or transaction between the corporation and one or more of the directors or officers, or between the corporation and any othercorporation, 
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partnership, association, or other organization in which one or more of the directors or officers are directors or officers, or have a financial interest, shall be voidor voidable solely for this reason, or solely because such director or officer is present at or participates in the meeting of the Board of Directors or a committee of the Board of Directors which authorizes the contract or transaction or solelybecause his, her or their votes are counted for such purpose, if:
          (1)      The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or areknown to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be lessthan a quorum;           (2)      The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or areknown to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or           (3)      The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by theBoard of Directors, a committee of the Board of Directors, or the stockholders. 
         Common or interested directors may be counted indetermining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. 

**OPTION REPRICING**

         Section 8.   In no event shall any stock option or stock appreciation right, either issued and outstanding or to be granted in the future, under any stockoption plan or agreement, be repriced at any time while such stock option or stock appreciation right is outstanding (other than adjustments for stock splits, stock dividends, recapitalizations and like events as provided for in the documentsgoverning the grant), without the affirmative vote of a majority of the shares of stock of the corporation present in person or by proxy and entitled to vote thereon. For the purposes of this Section 8, a repricing shall include any reduction of theexercise price, cancellation and re-granting of options at a lower exercise price (including entering into any “6 month and 1 day” cancellation and re-grant plan), replacement of underwater options with restricted stock in an exchange,buy-back or other plan, or replacement of any options with new options having a lower exercise price or accelerated vesting schedule in an exchange or buy-back.
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**ARTICLE VIII**

**AMENDMENTS**

         These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the certificate of incorporation at any regularmeeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such specialmeeting. If the power to adopt, amend or repeal by-laws is conferred upon the Board of Directors by the certificate or incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws. 
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