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                                  EXHIBIT 4.2


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                                     BYLAWS

                                       OF

                        PILOT THERAPEUTICS HOLDINGS, INC.


1.       OFFICES.

         1.01 Offices. The Corporation shall maintain its registered office in
the State of Delaware, and such other offices, either within or without the
State of Delaware, at such locations as the Board of Directors may from time to
time determine or the business of the Corporation may require.

2.       SEAL.

         2.01 Seal.

                  (a) The Corporation shall have a seal, which shall have
inscribed thereon its name and year of incorporation and the words, "Corporate
Seal Delaware."

                  (b) The seal shall be kept in safe custody by the Secretary of
the Corporation. It shall be affixed by the Chairman of the Board, the President
or any Vice President, the Secretary or any Assistant Secretary, or the
Treasurer to any corporate instrument or document requiring it, by practice or
by law, and when so affixed, it may be attested by the signature of the officer
so affixing it.

3.       MEETINGS OF STOCKHOLDERS.

         3.01 Annual Meetings.

                  (a) Annual meetings of stockholders shall be held at such
place, either within or without the State of Delaware, and at such time and date
as the Board of Directors shall determine by resolution and set forth in the
notice of the meeting. In the event that the Board of Directors fails to so
determine the time, date and place for the annual meeting, it shall be held at
the principal office of the Corporation at 10:00 a.m. on the first Tuesday of
May of each year. In the event such day shall fall upon a legal holiday, then
the annual meeting shall be on the next succeeding business day at the
aforementioned time and place.

                  (b) At each annual meeting the stockholders shall, by
plurality of the votes cast, elect directors and transact such other business as
may properly be brought before them.

                  (c) The Board of Directors may, in advance of any annual or
special meeting of the stockholders, adopt an agenda for such meeting, adherence
to which the Chairman of the Board may enforce.

         3.02 Special Meetings. Special meetings of the stockholders of the
Corporation, for any purpose or purposes, unless otherwise prescribed herein or
by statute, (i) may be called by the Chairman of the Board and (ii) shall be
called by the Secretary at the written request, or by resolution adopted by the
affirmative vote, of a majority of the Board of Directors. Such request shall
state the purpose or purposes of the proposed meeting. Stockholders of the
Corporation shall not be entitled to request a special meeting of the
stockholders.

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         3.03 Notice of Meetings.

                  (a) Notice of meetings of stockholders shall be in writing and
shall state the place (which may be within or without the State of Delaware),
date and hour of the meeting and in the case of a special meeting, the purpose
or purposes for which a meeting is called. No business other than that specified
in the notice thereof shall be transacted at any special meeting.

                  (b) Such notice shall either be delivered personally or
mailed, postage prepaid, to each stockholder entitled to vote at such meeting
not less than 10 nor more than 60 calendar days before the date of the meeting.
If mailed, the notice shall be directed to the stockholder at his or her address
as it appears on the records of the Corporation. Personal delivery of any such
notice to any officer of a corporation or association or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association or partnership.

                  (c) Notice of any meeting of stockholders need not be given to
any stockholder if waived by such stockholder in writing, whether before or
after such meeting is held, or if such stockholder shall sign the minutes or
attend the meeting.

         3.04 Stockholder Notices. At any meeting of the stockholders, only such
business shall be conducted, and only such proposals shall be acted upon as
shall have been brought before the meeting (i) by, or at the direction of the
Board of Directors or (ii) by any stockholder who complies with the notice
procedures set forth in this Section 3.04 (or for election of directors, with
the notice provisions set forth in Section 4.03).

                  (a) For a proposal to be properly brought before an annual
meeting by a stockholder, the stockholder must have given timely notice thereof
in writing to the Secretary. To be timely, a stockholder's notice must be
delivered to, or mailed and received at, the principal executive offices of the
corporation (i) in the case of the 2002 annual stockholders' meeting, not later
than February 1, 2002, and (ii) in the case of all subsequent annual
stockholders' meetings, not more than 150 calendar days nor less than 90
calendar days before the first anniversary of the date of the Corporation's
proxy statement in connection with the previous year's annual stockholders'
meeting. However, if the Corporation did not hold a meeting of stockholders the
previous year, or if the date of this year's annual meeting of stockholders has
been changed by more than 30 days from the date of the previous year's meeting,
then a stockholder's notice must be received 45 calendar days before the
Corporation begins to print and mail its proxy material.

                  (b) A stockholder's notice to the Secretary shall in addition
set forth as to each matter the stockholder proposes to bring before the meeting
(i) a brief description of the business desired to be brought before the annual
stockholders' meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address, as they appear on the Corporation's
books, of the stockholder proposing such business, (iii) the class, series and
number of shares of the Corporation that are beneficially owned by the
stockholder on the date of such stockholder notice and (iv) any material
interest of the stockholder in such business.

                  (c) The Secretary of the Corporation shall deliver each such
stockholder's notice that has been timely received to the Board of Directors or
a committee designated by the Board of Directors for review. Notwithstanding
anything in these Bylaws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth in this
Section 3.04. The Chairman


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of an annual meeting shall, if the facts warrant, determine that the business
was not brought before the meeting in accordance with the procedures prescribed
by this Section 3.04. If the Chairman should so determine, he or she shall so
declare to the meeting and the business not properly brought before the meeting
shall not be transacted. Notwithstanding the foregoing provisions of this
Section 3.04, a stockholder seeking to have a proposal included in the
Corporation's proxy statement shall comply with the requirements of Regulation
14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including, but not limited to, Rule 14a-8 or its successor provision.

         3.05 Adjourned Meetings. When a meeting is adjourned to another time or
place, unless otherwise provided by these Bylaws, notice need not be given of
the adjourned meeting if the time and place thereof are announced at the meeting
at which the adjournment is taken. At the adjourned meeting the stockholders may
transact any business that might have been transacted at the original meeting.
If an adjournment is for more than 30 calendar days or if after an adjournment a
new record date is fixed for the adjourned meeting a notice of the adjourned
meeting shall be given to each stockholder entitled to vote at the meeting.

         3.06 Quorum and Adjournment. Except as otherwise provided by law, by
the Certificate of Incorporation of the Corporation or by these Bylaws, the
presence, in person or by proxy, of the holders of a majority of the aggregate
voting power of the stock issued and outstanding, entitled to vote thereat, and
the voting rights of which are not suspended, shall be requisite and shall
constitute a quorum for the transaction of business at all meetings of
stockholders. If, however, such majority shall not be present or represented at
any meeting of stockholders, the stockholders present, although less than a
quorum, shall have the power to adjourn the meeting.

         3.07 Majority Vote Required. When a quorum is present at any meeting of
stockholders, the affirmative vote of the majority of the aggregate voting power
of the shares present in person or represented by proxy at the meeting and
entitled to vote on the subject matter shall constitute the act of the
stockholders, unless by express provision of law, the Certificate of
Incorporation or these Bylaws a different vote is required, in which case such
express provision shall govern and control.

         3.08 Manner of Voting. At each meeting of stockholders, each
stockholder having the right to vote, and whose voting rights have not been
suspended shall be entitled to vote in person or by proxy. Proxies need not be
filed with the Secretary of the Corporation until the meeting is called to
order, but shall be filed before being voted. Each stockholder shall be entitled
to vote each share of stock having voting power registered in his name on the
books of the Corporation on the record date fixed, as provided in Section 6.04
of these Bylaws, for the determination of stockholders entitled to vote at such
meeting. All elections of directors shall be by written ballot.

         3.09 Proxies.

                  (a) At any meeting of stockholders, any stockholder may be
represented and vote by proxy or proxies appointed by a written form of proxy.
In the event that any form of proxy shall designate two or more persons to act
as proxies, a majority of such persons present at the meeting or, if only one
shall be present, then that one shall have and may exercise all of the powers
conferred by the form of proxy upon all of the persons so designated unless the
form of proxy shall otherwise provide.


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                  (b) The Board of Directors may, in advance of any annual or
special meeting of the stockholders, prescribe additional regulations concerning
the manner of execution and filing of proxies and the validation of the same,
which are intended to be voted at any such meeting.

         3.10 Written Authorization. A stockholder or a stockholder's duly
authorized attorney-in-fact may execute a writing authorizing another person or
persons to act for him or her as proxy. Execution may be accomplished by the
stockholder or such stockholder's duly authorized attorney-in-fact or authorized
officer, director, employee or agent signing such writing or causing such
stockholder's signature to be affixed to such writing by any reasonable means
including, but not limited to, by facsimile signature.

         3.11 Electronic Authorization. The Secretary or any Vice President may
approve procedures to enable a stockholder or a stockholder's duly authorized
attorney-in-fact to authorize another person or persons to act for him or her as
proxy by transmitting or authorizing the transmission of a telegram, cablegram,
or other means of electronic transmission to the person who will be the holder
of the proxy or to a proxy solicitation firm, proxy support service organization
or like agent duly authorized by the person who will be the holder of the proxy
to receive such transmission, provided that any such transmission must either
set forth or be submitted with information from which the inspectors of election
can determine that the transmission was authorized by the stockholder or the
stockholder's duly authorized attorney-in-fact. If it is determined that such
transmissions are valid, the inspectors shall specify the information upon which
they relied. Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission created pursuant to this Section
3.11 may be substituted or used in lieu of the original writing or transmission
for any and all purposes for which the original writing or transmission could be
used, provided that such copy, facsimile telecommunication or other reproduction
shall be a complete reproduction of the entire original writing or transmission.

         3.12 Presiding Officer and Secretary. At all meetings of the
stockholders, the Chairman of the Board of Directors shall act as Chairman. In
the absence of the Chairman of the Board of Directors, or, if present, with
their consent, a majority of the shares entitled to vote at such meeting, may
appoint any person to act as Chairman. The Secretary of the Corporation shall
act as Secretary at all meetings of the stockholders. In the absence of the
Secretary, the Chairman may appoint any person to act as Secretary of the
meeting.

The Chairman shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts and things as are necessary
or desirable for the proper conduct of the meeting, including, without
limitation, the establishment of procedures for the dismissal of business not
properly presented, the maintenance of order and safety, limitations on the time
allotted to questions or comments on the affairs of the Corporation,
restrictions on entry to such meeting after the time prescribed for the
commencement thereof and the opening and closing of the voting polls.

         3.13 Disregard of Nomination or Proposal. Except as otherwise provided
by law, the Certificate of Incorporation or these Bylaws, the person presiding
over any meeting of the stockholders shall have the power and duty to determine
whether a nomination or any other business proposed to be brought before the
meeting was made in accordance with the procedures set forth in this Article 3
or Section 4.03 and, if any proposed nomination or business is not in compliance
with such provisions, to declare that such defective proposal or nomination
shall be disregarded.


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         3.14 Inspections of Elections. The Board of Directors by resolution
shall appoint one or more inspectors of election (which may include individuals
who serve the Corporation in other capacities including, without limitation, as
officers, employees, agents or representatives of the Corporation) to act at any
meeting of the stockholders and make a written report thereof. Such appointments
shall be made in accordance with, and each inspector shall have the duties
prescribed by, Section 231 of the Delaware General Corporation Law (the "DGCL").

4.       DIRECTORS.

         4.01 Powers. The Board of Directors shall exercise all of the powers of
the Corporation except such as are by law, or by the Certificate of
Incorporation of this Corporation or by these Bylaws conferred upon or reserved
to the stockholders of any class or classes.

         4.02 Number and Classification.

                  (a) The Board of Directors of the Corporation shall consist of
one member.

                  (b) Subject to and as provided in the Certificate of
Incorporation, commencing with the 2002 annual meeting of stockholders (or by
written consent in lieu thereof), the number of directors shall be divided into
three classes, as nearly equal in number as may be, to serve staggered
three-year terms on the Board of Directors. When the number of directors is
changed, any newly-created directorships or any decrease in directorships shall
be so apportioned among the classes by the Board of Directors as to make all
classes as nearly equal in number as possible; provided, however, that no
decrease in the number of directors shall shorten or terminate the term of any
incumbent directors. Election of directors shall be conducted as provided in the
Certificate of Incorporation, in these Bylaws, or by applicable law.

         4.03 Nominations. No person shall be elected to the Board of Directors
of this Corporation at an annual meeting of the stockholders, or at a special
meeting called for that purpose, unless a written nomination of such person to
the Board of Directors: (i) if made by a stockholder of the Corporation who is
entitled to vote at such meetings shall be received by the Secretary of the
Corporation (A) not more than 150 calendar days nor less than 90 calendar days
before the first anniversary of the date of the Corporation's proxy statement in
connection with the previous year's annual stockholders' meeting, or (B) if the
Corporation did not hold a meeting of stockholders the previous year, or if the
date of this year's annual meeting of stockholders has been changed by more than
30 days from the date of the previous year's meeting, then no less than 45
calendar days before the Corporation begins to print and mail its proxy
material; or (ii) is made by or at the direction of the Board of Directors.

         4.04 Resignations. Any director may resign at any time by giving
written notice to the Board of Directors or the Secretary. Such resignation
shall take effect at the date of receipt of such notice or at any later time
specified therein. Acceptance of such resignation shall not be necessary to make
it effective.

         4.05 Removal. At any special meeting of the stockholders duly called as
provided herein, any director may be removed from office in accordance with the
DGCL and the Certificate of Incorporation and the successor of the director so
removed may be elected at such meeting. Any vacancy may be filled as provided in
Section 4.06.


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         4.06 Vacancies.

                  (a) In case any vacancy shall occur on the Board of Directors
because of death, resignation, retirement, disqualification, removal, an
increase in the authorized number of directors or any other cause, the Board of
Directors may, at any meeting, by resolution adopted by the affirmative vote of
a majority of the directors then in office, though less than a quorum, elect a
director to fill such vacancy.

                  (b) If, as a result of a disaster or emergency (as determined
in good faith by the then remaining directors), it becomes impossible to
ascertain whether or not vacancies exist on the Board of Directors, and a person
is or persons are elected by directors, who in good faith believe themselves to
be a majority of the remaining directors, to fill a vacancy or vacancies that
said remaining directors in good faith believe exists, then the acts of such
person or persons who are so elected as directors shall be valid and binding
upon the Corporation even though (i) there was in fact no vacancy or vacancies
existing on the Board of Directors, or (ii) the directors who so elected such
person or persons did not in fact constitute a majority of the remaining
directors.

         4.07 Presiding Officer and Secretary. At each meeting of the Board of
Directors, the Chairman of the Board shall preside, and the Secretary shall act
as secretary of the meeting.

         4.08 Annual Meetings. The Board of Directors shall meet each year
immediately following the annual meeting of stockholders, at the place where
such meeting of stockholders has been held, or at such other place as shall be
fixed by the person presiding over the meeting of the stockholders at which such
directors are elected, for the purpose of organization, election of officers,
and consideration of such other business as the Board considers relevant to the
management of the Corporation.

         4.09 Regular Meetings. Regular meetings of the Board of Directors shall
be held on such dates and at such times and places, within or without the state
of Delaware, as shall from time to time be determined by the Board of Directors.
In the absence of any such determination, such meetings shall be held at such
times and places, within or without the State of Delaware, as shall be
designated by the Chairman of the Board on not less than two calendar days'
notice (specifying the time and place of the meeting and the agenda therefor) to
each director, given verbally or in writing either personally, by telephone, by
facsimile transmission, by mail, by courier service, by telegram or by telex.

         4.10 Special Meetings. Special meetings of the Board of Directors shall
be held at the call of the Chairman of the Board at such times and places,
within or without the State of Delaware, as he or she shall designate, on not
less than one calendar day's notice (specifying the time and place of the
meeting and the agenda therefor) to each director, given verbally or in writing
either personally, by telephone, by facsimile transmission, by mail, by courier
service, by telegram or by telex. Special meetings also shall be called by the
Secretary on like notice at the written request of a majority of the directors.

         4.11 Quorum and Powers of a Majority. At all meetings of the Board of
Directors and of each committee thereof, a majority of the total number of
members shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the members present at any
meeting at which a quorum is present shall be the act of the Board of Directors
or such committee, unless by express provision of law, of the Certificate of
Incorporation or these Bylaws, a different vote is required, in which case such
express provision shall govern and control. In the absence of a quorum, a
majority of the members


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present at any meeting may, without notice other than announcement at the
meeting, adjourn such meeting from time to time until a quorum is present.

         4.12 Waiver of Notice. Notice of any meeting of the Board of Directors,
or any committee thereof, need not be given to any member if waived by him or
her in writing, whether before or after such meeting is held, or if he or she
shall sign the minutes or attend the meeting.

         4.13 Manner of Acting.

                  (a) Members of the Board of Directors, or any committee
thereof, may participate in any meeting of the Board of Directors or such
committee by means of conference telephone or other communications equipment by
means of which all persons participating therein can hear each other, and
participation in a meeting by such means shall constitute presence in person at
such meeting.

                  (b) Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board of Directors or such committee, as the
case may be, consent thereto in writing or by electronic transmission, and the
writing or writings or electronic transmission or transmissions are filed with
the minutes of proceedings of the Board of Directors or such committee.

         4.14 Compensation.

                  (a) The Board of Directors, by a resolution or resolutions,
may fix, and from time to time, change the compensation of directors.

                  (b) Each director who is not also an employee of the
Corporation shall be entitled to reimbursement from the Corporation for his or
her reasonable expenses incurred in attending meetings of the Board of Directors
or any committee thereof.

                  (c) Nothing contained in these Bylaws shall be construed to
preclude any director from serving the Corporation in any other capacity and
from receiving compensation from the Corporation for services rendered to it in
such other capacity.

         4.15 Committees. The Board of Directors may, by resolution or
resolutions adopted by the affirmative vote of a majority of the Board of
Directors, designate one or more committees, each committee to consist of two or
more directors, which to the extent provided in said resolution or resolutions
shall have and may exercise the powers and authority of the Board of Directors
in the management of the business and affairs of the Corporation; provided that
no such committee shall have the power to (i) elect directors, (ii) alter,
amend, or repeal these Bylaws or any resolution of the Board relating to such
committee, (iii) appoint any member of such committee, (iv) declare any dividend
or make any other distribution to the stockholders of the Corporation or (v)
take any other actions which may lawfully be taken only by the full Board of
Directors. Such committee or committees shall have such name or names as may be
determined from time to time by resolutions adopted by the Board of Directors.

         4.16 Committee Procedure.

                  (a) Except as otherwise provided by these Bylaws, each
committee shall adopt its own rules governing the time, place and method of
holding its meetings and the conduct of its proceedings and


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shall meet as provided by such rules or by resolution of the Board of Directors.
Unless otherwise provided by these Bylaws or any such rules or resolutions,
notice of the time and place of each meeting of a committee shall be given to
each member of such committee as provided in Section 4.10 of these Bylaws with
respect to notices of special meetings of the Board of Directors.

                  (b) Each committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.

                  (c) Any member of any committee may be removed from such
committee either with or without cause, at any time, by resolution adopted by
the affirmative vote of a majority of the Board of Directors at any meeting
thereof. Any vacancy in any committee shall be filled by the Board of Directors
in the manner prescribed by these Bylaws for the original appointment of the
members of such committee.

         4.17 Executive Committee. There may be established an Executive
Committee. The Chairman of the Board shall be a member and shall act as Chairman
of the Executive Committee. In addition, the Board of Directors shall elect from
its members the remaining members of the Executive Committee.

         The Executive Committee shall, to the full extent of the DGCL, have and
may exercise in the intervals between meetings of the Board of Directors, all
the powers of the whole Board of Directors in its management of the affairs and
business of the Corporation, except those powers expressly denied in Section
4.15 of these Bylaws.

         Meetings of the Executive Committee may be called at any time by the
Chairman of the Board and shall be held at the general office of the Corporation
or at such other place, within or without the State of Delaware, as the Chairman
of the Board may designate, on not less than one day's notice to each member of
the Executive Committee, given verbally or in writing either personally, by
telephone, by facsimile transmission, by mail, by telegram or telex.

5.       OFFICERS.

         5.01 Number.

                  (a) The officers of the Corporation shall include a Chief
Executive Officer, a President, one or more Vice Presidents (including one or
more Executive Vice Presidents and one or more Senior Vice Presidents if deemed
appropriate by the Board of Directors), a Secretary and a Treasurer. The Board
of Directors shall also elect a Chairman of the Board pursuant to Section 5.02.
The Board of Directors may also elect such other officers as the Board of
Directors may from time to time deem appropriate or necessary. Except for the
Chairman of the Board, none of the officers of the Corporation need be a
director of the Corporation. Any two or more offices may be held by the same
person, but no officer shall execute, acknowledge or verify any instrument in
more than one capacity.

                  (b) The Chairman of the Board shall be the Chief Executive
Officer unless the Board of Directors, by resolution adopted by the affirmative
vote of not less than a majority of the directors then in office, designates the
President or some other person as Chief Executive Officer. If at any time the
offices of the Chairman of the Board and Chief Executive Officer shall not be
filled, the President shall also be the Chief Executive Officer.


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                  (c) The Board of Directors may delegate to the Chief Executive
Officer the power to appoint one or more employees of the Corporation as
divisional or departmental Vice Presidents and fix the duties of such
appointees. However, no such divisional or departmental Vice President shall be
considered as an officer of the Corporation, the officers of the Corporation
being limited to those officers elected by the Board of Directors.

         5.02 Election of Officers. The officers of the corporation to be
elected by the Board of Directors shall be elected annually at the first meeting
of the Board of Directors held after each annual meeting of the stockholders.
Each such officer shall hold office for one year and until a successor shall
have been duly elected and shall qualify in his or her stead unless the Board of
Directors shall have provided by contract or otherwise in any particular case,
or until such officer shall have resigned and his or her resignation shall have
become effective, or until such officer shall have been removed in the manner
hereinafter provided. Notwithstanding anything in this Section 5.02 to the
contrary, the Chairman of the Board may be elected only by the vote of a
majority of the directors then in office (who may include the director who is or
is to be the Chairman of the Board).

         5.03 Removal. Except as otherwise expressly provided in a contract duly
authorized by the Board of Directors, any officer elected by the Board of
Directors may be removed, either with or without cause, at any time by
resolution adopted by the affirmative vote of a majority of the Board of
Directors at any meeting thereof; provided that the Chairman of the Board may be
removed by the vote of a majority of the directors then in office (excluding the
director who is the Chairman of the Board).

         5.04 Resignations. Any officer of the Corporation may resign at any
time by giving written notice to the Board of Directors or the Chairman of the
Board. Such resignation shall take effect at the date of the receipt of such
notice or at any later time specified therein and, unless otherwise specified
herein, the acceptance of such resignation shall not be necessary to make it
effective.

         5.05 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause may be filled for the unexpired
portion of the term by election by the Board of Directors at any meeting
thereof.

         5.06 The Chairman of the Board.

                  (a) The Chairman of the Board shall have the powers and duties
customarily and usually associated with the office of the Chairman of the Board.
The Chairman of the Board shall preside at meetings of the stockholders and of
the Board of Directors. In the event of the Chairman of the Board's temporary
absence or disability and the absence or disability of the Chief Executive
Officer and the President, the Chairman of the Board shall have the power to
designate any director to preside at any or all meetings of the stockholders and
of the Board of Directors.

                  (b) If at any time the office of President or Chief Executive
Officer shall not be filled, or in the event of the disability of the President
or the Chief Executive Officer, the Chairman of the Board (if one shall be
elected) shall have the duties and powers of the President or the Chief
Executive Officer, as the case may be. The Chairman of the Board shall have such
other powers and perform such greater or lesser duties as may be delegated to
him or her from time to time by the Board of Directors.

         5.07 The President. Unless the Board of Directors, by resolution
adopted by the affirmative vote of not less than a majority of the directors
then in office, designates some other person to serve as the Chief


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Operating Officer, the President shall serve as Chief Operating Officer and
shall have such other powers and perform such other duties as may be delegated
to him or her from time to time by the Board of Directors or the Chairman of the
Board.

         5.08 The Vice Presidents. Each Vice President shall have such powers
and perform such duties as may from time to time be assigned to him or her by
the Board of Directors, the Chairman of the Board or the President.

         5.09 The Secretary and the Assistant Secretary.

                  (a) The Secretary shall attend meetings of the Board of
Directors and meetings of the stockholders and record all votes and minutes of
all such proceedings in a book or equivalent electronic database kept for such
purpose and shall perform like duties for the committees of directors as
provided for in these Bylaws when required. The Secretary shall give, or cause
to be given, notice of all meetings of stockholders and of the Board of
Directors (except in case of meetings called by the Chairman of the Board in
accordance with Sections 4.09 or 4.10). He or she shall have charge of the stock
ledger (unless responsibility for maintaining the stock ledger is delegated to a
transfer agent by the Board of Directors pursuant to Section 6.06) and such
other books and papers as the Board of Directors may direct. He or she shall
have all such further powers and duties as generally are incident to the
position of Secretary or as may from time to time be assigned to him or her by
the Board of Directors or the Chairman of the Board.

                  (b) Each Assistant Secretary shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chairman of the Board or the Secretary. In case of the
absence or disability of the Secretary, the Assistant Secretary designated by
the Secretary (or, in the absence of such designation, the senior Assistant
Secretary) shall perform the duties and exercise the powers of the Secretary.

         5.10 The Treasurer and the Assistant Treasurer.

                  (a) The Treasurer shall have custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit 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. He or she may
endorse all commercial documents requiring endorsements for or on behalf of the
Corporation and may sign all receipts and vouchers for payments made to the
Corporation.

                  (b) The Treasurer shall disburse funds of the Corporation as
may from time to time be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and render to the Board of Directors, the
Chairman of the Board and President, whenever they may require it, an account of
all transactions undertaken by him or her as Treasurer and of the financial
condition of the Corporation.

                  (c) Each Assistant Treasurer shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chairman of the Board, the President or the Treasurer.
In case of the absence or disability of the Treasurer, the Assistant Treasurer
designated by the Treasurer (or, in the absence of such designation, the senior
Assistant Treasurer) shall perform the duties and exercise the powers of the
Treasurer.


                                       10
<PAGE>


         5.11 Treasurer's Bond. If required by the Board of Directors, the
Treasurer or any Assistant Treasurer shall give the Corporation a bond in such
form and with such surety or sureties as are satisfactory to the Board of
Directors for the faithful performance of the duties of office and for the
restoration to the Corporation, in case of his or her death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his or her possession or under his or her
control belonging to the Corporation.

         5.12 Chief Executive Officer. The Chief Executive Officer shall have,
subject to the supervision, direction and control of the Board of Directors, the
general powers and duties of supervision, direction and management of the
affairs and business of the Corporation usually vested in the chief executive
officer of a Corporation, including, without limitation, all powers necessary to
direct and control the organizational and reporting relationships within the
Corporation.

         5.13 Chief Operating Officer. The Chief Operating Officer shall,
subject to the supervision, direction and control of the Chief Executive Officer
and the Board of Directors, manage the day-to-day operations of the Corporation
and, in general, shall assist the Chief Executive Officer.

6.       STOCK.

         6.01 Certificates. Certificates or shares of the stock of the
Corporation shall be issued under the seal of the Corporation, or facsimile
thereof, and shall be numbered and shall be entered in the books of the
Corporation as they are issued. Each certificate shall bear a serial number,
shall exhibit the holder's name and the number of shares evidenced thereby and
shall be signed by the Chairman of the Board or a Vice Chairman, if any, or the
Chief Executive Officer or the President or any Vice President and the Secretary
or an Assistant Secretary or the Treasurer or an Assistant Treasurer. Any or all
of the signatures on the certificate may be a facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if such person or entity were such officer,
transfer agent or registrar at the date of issue.

         6.02 Transfers. Transfers of stock of the Corporation shall be made on
the books of the Corporation only upon surrender to the Corporation of a
certificate for the shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, provided such succession,
assignment, or transfer is not prohibited by the Certificate of Incorporation,
the Bylaws, applicable law or contract. Thereupon, the Corporation shall issue a
new certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

         6.03 Lost, Stolen or Destroyed Certificates. Any person claiming a
certificate of stock to be lost, stolen or destroyed shall make an affidavit or
an affirmation of that fact, and may be required to give the Corporation a bond
of indemnity in satisfactory form and with one or more satisfactory sureties,
whereupon a new certificate may be issued of the same tenor and for the same
number of shares as the one alleged to be lost or destroyed.

         6.04 Record Date.

                  (a) In order that the Corporation may determine the
stockholders entitled to notice of or to vote at a meeting of stockholders 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 other
distribution or allotment of


                                       11
<PAGE>


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 shall fix, in advance, a record date, which shall not be
more than 60 nor less than 10 calendar days before the date of such meeting, nor
more than 60 calendar days prior to any other action.

                  (b) If no record date is fixed by the Board of Directors, (i)
the record date for determining stockholders entitled to notice of or to vote at
a meeting of stockholders shall be at the close of business on the day next
preceding the date on which notice is given, or, if the notice is waived by all
stockholders entitled to vote at the meeting, at the close of business on the
day next preceding the day on which the meeting was held and (ii) the record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.

                  (c) 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 meeting; provided that the Board of Directors may fix a new record date
for the adjourned meeting.

         6.05 Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares as the person entitled to exercise the rights referred to in Section
6.04 and shall not be bound to recognize any equitable or other claim to or
interest in any such shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise expressly
provided by the laws of the State of Delaware.

         6.06 Additional Powers of the Board.

                  (a) In addition to those powers set forth in Section 4.01, the
Board of Directors shall have power and authority to make all such rules and
regulations as it shall deem expedient concerning the issue, transfer and
registration of certificates for shares of stock of the Corporation.

                  (b) The Board of Directors may appoint and remove transfer
agents and registrars of transfers, and may require all stock certificates to
bear the signature of any such transfer agent and/or any such registrar of
transfers.

                  (c) The Board of Directors shall have power and authority to
create and issue (whether or not in connection with the issue and sale of any
stock or other securities of the Corporation) warrants, rights or options
entitling the holders thereof to purchase from the Corporation any shares of any
class or classes or any other securities of the Corporation for such
consideration and to such persons, firms or corporations as the Board of
Directors, in its sole discretion, may determine, setting aside from the
authorized but unissued stock of the Corporation the requisite number of shares
for issuance upon the exercise of such warrants, rights or options. Such
warrants, rights or options shall be evidenced by such instrument or instruments
as shall be approved by the Board of Directors. The terms upon which, the time
or times (which may be limited or unlimited in duration) at or within which, and
the price or prices at which any such shares or other securities may be
purchased from the Corporation upon the exercise of any such warrant, right or
option shall be such as shall be fixed and stated in a resolution or resolutions
of the Board of Directors providing for the creation and issue of such warrants,
rights or options.

7.       MISCELLANEOUS.

         7.01 Place and Inspection of Books.


                                       12
<PAGE>


                  (a) The books of the Corporation other than such books as are
required by law to be kept within the State of Delaware shall be kept in the
State of North Carolina or at such other place or places within or without the
State of Delaware as the Board of Directors may from time to time determine.

                  (b) At least 10 calendar days before each meeting of
stockholders, the officer in charge of the stock ledger of the Corporation shall
prepare a complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least 10 days prior
to the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

                  (c) The Board of Directors shall determine from time to time
whether, when and under what conditions and regulations the accounts and books
of the Corporation (except such as may be by law specifically open to inspection
or as otherwise provided by these Bylaws) or any of them shall be open to the
inspection of the stockholders and the stockholders' rights in respect thereof.

         7.02 Indemnification of Directors, Officers, Employees and Agents.

                  (a) The Corporation shall indemnify any person who was or is a
party to 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 such person is or was a director or officer 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 the person in connection with such action, suit or proceeding, if
the person acted in good faith and in a manner the person 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 or
her 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, in itself, create a presumption that the person did
not act in good faith and in a manner which he or she 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 or
her conduct was unlawful.

                  (b) 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 such person is or was a
director or officer 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 the
person in connection with the defense or settlement of such action or suit if
the person acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the Corporation; provided however,
that no indemnification shall be made in respect to any claim, issue or matter
as to which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all


                                       13
<PAGE>


circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

                  (c) The Corporation may, at the discretion of the Board of
Directors, indemnify all employees and agents of the Corporation (other than
directors and officers) to the extent that directors and officers shall be
indemnified pursuant to subsections (a) and (b).

                  (d) To the extent that a person who may be entitled to
indemnification by the Corporation under this section is or has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b), or in defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses, including attorney's
fees, actually and reasonably incurred by him or her in connection therewith.

                  (e) Any indemnification under subsections (a), (b) or (c)
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 or she has met the applicable standard
of conduct set forth in subsection (a) or (b). Such determination shall be made,
with respect to a person who is a director or officer at the time of such
determination, (i) by a majority vote of the directors who were not parties to
such action, suit or proceeding even though less than a quorum, or (ii) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (iii) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (iv)
by the stockholders.

                  (f) Expenses, including attorneys' fees, incurred by an
officer or director in defending a civil, criminal, administrative, or
investigative action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of the director or officer to repay such
amount if it shall ultimately be determined that he or she is not entitled to be
indemnified by the Corporation as authorized in this section. Such expenses,
including attorneys' fees, incurred by other employees and agents shall be so
paid upon terms and conditions, if and as the Board of Directors deems
appropriate.

                  (g) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of the
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.

                  (h) The provisions of this section 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 estate, executors, administrators, spouse, heirs,
legatees or devisees of a person entitled to indemnification hereunder and the
term "person," as used in this section, shall include the estate, executors,
administrators, spouse, heirs, legatees or devisees of such person.

                  (i) For the purposes of this section 7.02, (i) references to
the Corporation shall be deemed to include any predecessor corporation and any
constituent corporation absorbed in a merger, consolidation or other
reorganization of or by the Corporation which, if its separate existence had
continued, would have had power and authority to indemnify its directors,
officers, employees or agents so that any person who was a director, officer,
employee or agent of such predecessor or constituent corporation, or


                                       14
<PAGE>


served at the request of such predecessor or constituent corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under the
provisions of this Section 7.02 with respect to the Corporation as such person
would have with respect to such predecessor or constituent corporation if its
separate existence had continued, and (ii) all other terms shall be deemed to
have the meanings for such terms as set forth in Section 145 of the DGCL.

         7.03 Dividends.

                  (a) Dividends may be declared at the discretion of the Board
of Directors at any meeting thereof.

                  (b) Dividends may be paid to stockholders in cash or, when the
directors shall so determine, in stock. A director shall be fully protected in
relying in good faith upon the books of account of the Corporation or statements
prepared by any of its officers as to the value and amount of the assets,
liabilities or net profits of the Corporation, or any other facts pertinent to
the existence and amount of surplus or other funds from which dividends might
properly be declared.

                  (c) Before payment of any dividend or any distribution of
profits, there may be set aside out of the said surplus of the Corporation such
sum or sums as the Board of Directors from time to time, in its discretion
thinks proper as a reserve fund to meet contingencies, or for equalizing
dividends, or for such other purpose as the Board of Directors shall think
conducive to the interests of the Corporation and the Board of Directors may
abolish any such reserve in the manner in which it was created.

         7.04 Execution of Deeds, Contracts and Other Agreements and
Instruments. Subject to the specific directions of the Board of Directors, all
deeds, mortgages and bonds entered into by the Corporation and all other written
contracts and agreements to which the Corporation shall be a party shall be
executed in its name by the Chairman of the Board, the President or a Vice
President, or such other person or persons as may be authorized by any such
officer.

         7.05 Checks. All checks, drafts, acceptances, notes and other orders,
demands or instruments with respect to the payment of money may be signed or
endorsed on behalf of the Corporation by such officer or officers or by such
agent or agents as the Board of Directors may from time to time designate.

         7.06 Voting of Shares Held. Unless otherwise provided by resolution of
the Board of Directors or of the Executive Committee, if any, each of the Chief
Executive Officer and President may from time to time appoint an attorney or
attorneys or agent or agents of the Corporation, in the name and on behalf of
the Corporation, to cast the vote which the Corporation may be entitled to cast
as a stockholder or otherwise in any other corporation, partnership, limited
liability company or joint venture, any of whose securities may be held by the
Corporation, at meetings of the holders of the shares or other securities of
such other corporation, partnership, limited liability company or joint venture
or to consent in writing to any action by any such other corporation,
partnership, limited liability company or joint venture; and the Chief Executive
Officer or President shall instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent and may execute or cause to
be executed on behalf of the Corporation, and under its corporate seal or
otherwise, such written proxies, consents, waivers or other instruments as may
be necessary or proper in the premises. In lieu of such appointment the Chief
Executive Officer or President may themselves attend any meetings of the holders
of shares or other securities of any such other corporation, partnership,
limited liability company or joint venture and there vote or exercise any or all
power of the Corporation as the holder


                                       15
<PAGE>


of such shares or other securities of such other corporation, partnership,
limited liability company or joint venture.

         7.07 Fiscal Year. The fiscal year of the Corporation shall correspond
with the calendar year.

         7.08 Gender/Number. As used in these Bylaws, the masculine, feminine or
neuter gender, and the singular or plural number, shall each include the others
whenever the context so indicates.

         7.09 Paragraph Titles. The titles of the paragraphs have been inserted
as a matter of reference only and shall not control or affect the meaning or
construction of any of the terms and provisions hereof.

         7.10 Amendment. These Bylaws may be altered, amended or repealed by the
affirmative vote of the holders of a majority of the voting power of the stock
issued and outstanding and entitled to vote at any meeting of stockholders or by
resolution 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
alteration, amendment or repeal be contained in the notice of such special
meeting; provided, however, that any provision of these Bylaws adopted or
required to be adopted pursuant to the DGCL by the stockholders of the
Corporation shall only be amended by the affirmative vote of a majority of the
votes entitled to be cast on such matter.

         7.11 Certificate of Incorporation. Notwithstanding anything to the
contrary contained herein, if any provision contained in these Bylaws is
inconsistent with or conflicts with a provision of the Certificate of
Incorporation of the Corporation, such provision of these Bylaws shall be
superseded by the inconsistent provision in the Certificate of Incorporation to
the extent necessary to give effect to such provision in the Certificate of
Incorporation.


                 Amendment to Bylaws, effective October 10, 2001

         RESOLVED, that effective at the time the Plan of Merger is made
effective in accordance with the Delaware General Corporation Law and the Nevada
Revised Statutes, Section 4.02(a) of the Company's Bylaws be amended and
restated as follows:

         "(a) The Board of Directors of the Corporation shall consist of
         seven (7) members."


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