Exhibit 3.4  SECOND AMENDED AND RESTATED  BY-LAWS  OF  SONUS PHARMACEUTICALS, INC.  Section 1.Law, Certificate of Incorporation and By-Laws  1.1.These by-laws are subject to the certificate of
incorporation of the corporation.  In
these by-laws, references to law, the certificate of incorporation and by-laws
mean the law, the provisions of the certificate of incorporation and the
by-laws as from time to time in effect.  Section 2.Stockholders  2.1.Annual Meeting.  The annual meeting of stockholders shall be
held at 10:00 a.m. on the second Tuesday in May in each year, unless
that day be a legal holiday at the place where the meeting is to be held, in
which case the meeting shall be held at the same hour on the next succeeding
day not a legal holiday, or at such other date and time as shall be designated
from time to time by the board of directors and stated in the notice of the
meeting, at which they shall elect a board of directors and transact such other
business as may be required by law or these by-laws or as may properly come
before the meeting.  2.2.Special Meetings.  A special meeting of the stockholders may be
called at any time by the chairman of the board, if any, the president or the
board of directors.  A special meeting of
the stockholders shall be called by the secretary, or in the case of the death,
absence, incapacity or refusal of the secretary, by an assistant secretary or
some other officer, upon application of a majority of the directors.  Any such application shall state the purpose
or purposes of the proposed meeting.  Any
such call shall state the place, date, hour, and purposes of the meeting.  2.3.Place of Meeting.  All meetings of the stockholders for the
election of directors or for any other purpose shall be held at such place within
or without the State of Delaware as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors.  Any adjourned session of any meeting of the
stockholders shall be held at the place designated in the vote of adjournment.  2.4.Notice of Meetings.  Except as otherwise provided by law, a
written notice of each meeting of stockholders stating the place, day and hour
thereof and, in the case of a special meeting, the purposes for which the
meeting is called, shall be given not less than ten nor more than sixty days
before the meeting, to each stockholder entitled to vote thereat, and to each
stockholder who, by law, by the certificate of incorporation or by these
by-laws, is entitled to notice, by leaving such notice with him or at his
residence or usual place of business, or by depositing it in the United States
mail, postage prepaid, and addressed to such stockholder at his address as it
appears in the records of the corporation. 
Such notice shall be given by the secretary, or by an officer or person
designated by the board of directors, or in the case of a special meeting by
the officer calling the meeting.  As to
any adjourned session of any meeting of stockholders, notice of the adjourned
meeting need not be given if the time and place thereof are announced at the
meeting at which the adjournment was taken except that if the adjournment is
for more than thirty days or if after the adjournment a new record


date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described.  No notice of any meeting of stockholders or
any adjourned session thereof need be given to a stockholder if a written
waiver of notice, executed before or after the meeting or such adjourned
session by such stockholder, is filed with the records of the meeting or if the
stockholder attends such meeting without objecting at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened.  Neither the business
to be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.  2.5.Quorum of Stockholders.  At any meeting of the stockholders a quorum
as to any matter shall consist of a majority of the votes entitled to be cast
on the matter, except where a larger quorum is required by law, by the
certificate of incorporation or by these by-laws.  Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present.  If a quorum is
present at an original meeting, a quorum need not be present at an adjourned session
of that meeting.  Shares of its own stock
belonging to the corporation or to another corporation, if a majority of the
shares entitled to vote in the election of directors of such other corporation
is held, directly or indirectly, by the corporation, shall neither be entitled
to vote nor be counted for quorum purposes; provided, however, that the
foregoing shall not limit the right of any corporation to vote stock, including
but not limited to its own stock, held by it in a fiduciary capacity.  2.6.Action by Vote.  When a quorum is present at any meeting, a
plurality of the votes properly cast for election to any office shall elect to
such office and a majority of the votes properly cast upon any question other
than an election to an office shall decide the question, except when a larger vote
is required by law, by the certificate of incorporation or by these
by-laws.  No ballot shall be required for
any election unless requested by a stockholder present or represented at the
meeting and entitled to vote in the election.  2.7.Action without Meetings.  Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and shall be delivered to the
corporation by delivery to its registered office in Delaware by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded.  Each such written consent shall bear the date
of signature of each stockholder who signs the consent.  No written consent shall be effective to take
the corporate action referred to therein unless written consents signed by a
number of stockholders sufficient to take such action are delivered to the
corporation in the manner specified in this paragraph within sixty days of the
earliest dated consent so delivered.  If action is taken by consent of stockholders and in
accordance with the foregoing, there shall be filed with the records of the
meetings of stockholders the writing or writings comprising such consent.  If action is taken by less than unanimous consent of
stockholders, prompt notice of the taking of such action without a meeting
shall be given to those who have not consented in writing and a  2


certificate signed and attested
to by the secretary that such notice was given shall be filed with the records
of the meetings of stockholders.  In the event that the action which is consented to
is such as would have required the filing of a certificate under any provision
of the General Corporation Law of the State of Delaware, if such action had
been voted upon by the stockholders at a meeting thereof, the certificate filed
under such provision shall state, in lieu of any statement required by such
provision concerning a vote of stockholders, that written consent has been
given under Section 228 of said General Corporation Law and that written
notice has been given as provided in such Section 228.  2.8.Proxy Representation.  Every stockholder may authorize another
person or persons to act for him by proxy in all matters in which a stockholder
is entitled to participate, whether by waiving notice of any meeting, objecting
to or voting or participating at a meeting, or expressing consent or dissent
without a meeting.  Every proxy must be
signed by the stockholder or by his attorney-in-fact.  No proxy shall be voted or acted upon after
three years from its date unless such proxy provides for a longer period.  A duly executed proxy shall be irrevocable if
it states that it is irrevocable and, if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power.  A proxy may be made irrevocable regardless of
whether the interest with which it is coupled is an interest in the stock
itself or an interest in the corporation generally.  The authorization of a proxy may but need not
be limited to specified action, provided, however, that if a proxy limits its
authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at
any adjourned session but shall not be valid after the final adjournment
thereof.  2.9.Inspectors.  The directors or the person presiding at the
meeting may, but need not, appoint one or more inspectors of election and any
substitute inspectors to act at the meeting or any adjournment thereof.  Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector at such meeting with strict impartiality and according to
the best of his ability.  The inspectors,
if any, shall determine the number of shares of stock outstanding and the
voting power of each, the shares of stock represented at the meeting, the
existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders.  Notwithstanding the foregoing, in the event
that a stockholder seeks to nominate one or more directors pursuant to Section 3.3
of these by-laws, the directors shall appoint two inspectors, who shall not be
affiliated with the Corporation, to determine whether a stockholder has
complied with Section 3.3 of these by-laws.  If the inspector shall determine that a
stockholder has not complied with Section 3.3 of these by-laws, the
inspectors shall direct the person presiding over the meeting to declare to the
meeting that a nomination was not made in accordance with the procedures
prescribed by the by-laws; and the person presiding over the meeting shall so
declare to the meeting and the defective nomination shall be disregarded.  On request of the person presiding at the
meeting, the inspectors shall make a report in writing of any challenge,
question or matter determined by them and execute a certificate of any fact
found by them.  2.10.List of Stockholders.  The secretary shall prepare and make, at
least ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name.  The stock ledger shall be
the only evidence as to who are stockholders entitled to examine such list or
to vote in person or by proxy at such meeting.  3


Section 3.Board of Directors  3.1.Number.  The number of directors which shall
constitute the whole board shall not be less than three (3) nor more than
seven (7) in number.  The exact
number of directors shall be fixed from time to time by a resolution adopted by
a majority of directors.  Until otherwise
fixed by the directors, the number of directors constituting the entire board
of directors shall be five (5).  Within
the foregoing limits, the number of directors may be increased at any time or
from time to time by the stockholders or by the directors by vote of a majority
of the directors then in office.  The
number of directors may be decreased to any number permitted by the foregoing
at any time either by the stockholders or by the directors by vote of a
majority of the directors then in office, but only to eliminate vacancies
existing by reason of the death, resignation or removal of one or more
directors.  Directors need not be
stockholders.  3.2.Tenure.  Except as otherwise provided by law, by the
certificate of incorporation or by these by-laws, each director shall hold
office until the successors of such directors class are elected and qualified,
or until he sooner dies, resigns, is removed or becomes disqualified.  3.3.Nomination.  Only persons who are nominated in accordance
with the procedures set forth in this Section 3.3 shall be eligible for
election as directors.  Nominations of
persons for election to the board of directors may be made by or at the
direction of the board of directors or by any stockholder of the corporation
entitled to vote for the election of directors at the meeting who complies with
the notice procedures set forth in this Section 3.3.  Such nominations, other than those made by or
at the discretion of the board of directors, shall be made pursuant to timely
notice in writing to the Secretary.  To
be timely, a stockholders notice shall be delivered to or mailed and received
at the principal executive offices of the corporation not less than 45 days nor
more than 90 days prior to the meeting; provided, however, that in the event
that less than 55 days notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business on the 10th day
following the date on which such notice of the date of the meeting was mailed
or such public disclosure was made.  Such
stockholders notice shall set forth (A) as to each person whom the
stockholder proposes to nominate for election or reelection as a director, (i) the
name, age, business address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class and
number of shares of the capital stock of the corporation which are beneficially
owned by such person and (iv) any other information relating to such
person that would be required to be disclosed in solicitations of proxies for
election of directors, or would be otherwise required, in each case pursuant to
Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended (including without limitation such persons written consent to being
named in the proxy statement as a without limitation such persons written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); and (B) as to the stockholder giving the notice (i) the
name and address of such stockholder and (ii) the class and number of
shares of the capital stock of the corporation which are beneficially owned (as
defined by Rule 13d-3 of the Securities Exchange Act of 1934, as amended)
by such stockholder.  If requested in
writing by the Secretary at least 15 days in advance of the annual meeting, a
stockholder whose shares are not registered in the name of such stockholder on
the corporations books shall provide the Secretary, within ten days of such
request, with documentary support for such claim of beneficial ownership.  At the request of the board of directors, any
person nominated by the board of directors for election as a director shall
furnish to the Secretary that information required to be set forth in a
stockholders notice of nomination which pertains to the nominee.  4


3.4.Powers.  The business and affairs of the corporation
shall be managed by or under the direction of the board of directors who shall
have and may exercise all the powers of the corporation and do all such lawful
acts and things as are not by law, the certificate of incorporation or these
by-laws directed or required to be exercised or done by the stockholders.  3.5.Vacancies.  Vacancies and any newly created directorships
resulting from any increase in the number of directors may be filled by vote of
the stockholders at a meeting called for the purpose, or by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director.  When one or more directors
shall resign from the board, effective at a future date, a majority of the directors
then in office, including those who have resigned, shall have power to fill
such vacancy or vacancies, the vote or action by writing thereon to take effect
when such resignation or resignations shall become effective.  The directors shall have and may exercise all
their powers notwithstanding the existence of one or more vacancies in their
number, subject to any requirements of law or of the certificate of
incorporation or of these by-laws as to the number of directors required for a
quorum or for any vote or other actions.  3.6.Committees.  The board of directors may, by vote of a
majority of the whole board, (a) designate, change the membership of or
terminate the existence of any committee or committees, each committee to
consist of one or more of the directors; (b) designated one or more
directors as alternate members of any such committee who may replace any absent
or disqualified member at any meeting of the committee; and (c) determine
the extent to which each such committee shall have and may exercise the powers
of the board of directors in the management of the business and affairs of the
corporation, including the power to authorize the seal of the corporation to be
affixed to all papers which require it and the power and authority to declare
dividends or to authorize the issuance of stock; excepting, however, such
powers which by law, by the certificate of incorporation or by these or by
these by-laws they are prohibited from so delegating.  In the absence or disqualification of any
member of such committee and his alternate, if any, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
constituting a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or disqualified
member.  Except as the board of directors
may otherwise determine, any committee may make rules for the conduct of
its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of
directors.  Each committee shall keep
regular minutes of its meetings and report the same to the board of directors
upon request.  3.7.Regular Meetings.  Regular meetings of the board of directors
may be held without call or notice at such places within or without the State
of Delaware and at such times as the board may from time to time determine,
provided that notice of the first regular meeting following any such
determination shall be given to absent directors.  A regular meeting of the directors may be
held without call or notice immediately after and at the same place as the
annual meeting of the stockholders.  3.8.Special Meetings.  Special meetings of the board of directors
may be held at any time and at any place within or without the State of
Delaware designated in the notice of the meting, when called by the chairman of
the board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.  5


3.9.Notice.  It shall be reasonable and sufficient notice
to a director to send notice by mail at least forty-eight hours or by telegram
or facsimile at least twenty-four hours before the meeting addressed to him at
his usual or last known business or residence address or to give notice to him
in person or by telephone at least twenty-four hours before the meeting.  Notice of a meeting need not be given to any
director if a written waiver of notice, executed by him before or after the
meeting, is filed with the records of the meeting, or to any director who
attends the meeting without protesting prior thereto or at its commencement the
lack of notice to him.  Neither notice of
a meeting nor a wavier of a notice need specify the purposes of the meeting.  3.10.Quorum.  Except as may be otherwise provided by law,
by the certificate of incorporation or these by-laws, at any meeting of the
directors a majority of the directors then in office shall constitute a quorum;
a quorum shall not in any case be less than one-third of the total number of
directors constituting the whole board. 
Any meeting may be adjourned from time to time by a majority of the
votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.  3.11.Action by Vote.  Except as may be otherwise provided by law,
by the certificate of incorporation or by these by-laws, when a quorum is
present at any meeting the vote of a majority of the directors present shall be
the act of the board of directors.  3.12.Action Without a Meeting.  Any action required or permitted to be taken
at any meeting of the board of directors or a committee thereof may be taken
without a meeting if all the members of the board or of such committee, as the
case may be, consent thereto in writing, and such writing or writings are filed
with the records of the meetings of the board or of such committee.  Such consent shall be treated for all
purposes as the act of the board or of such committee, as the case may be.  3.13.Participation in Meetings by Conference Telephone.  Members of the board of directors, or any
committee designated by such board, may participate in a meeting of such board
or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meting can hear
each other or by any other means permitted by law.  Such participation shall constitute presence
in person at such meeting.  3.14.Compensation.  In the discretion of the board of directors,
each director may be paid such fees for his services as director and be
reimbursed from his reasonable expenses incurred in the performance of his
duties as director as the board of directors from time to time may determine.  Nothing contained in this section shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving reasonable compensation therefor.  3.15.Interested Directors and
Officers.  (a)No contract or transaction between the corporation
and one or more of its directors or officers, or between the corporation and
any other corporation, partnership, association, or other organization in which
one or more of the corporations directors or officers are directors or
officers, or have a financial interest, shall be void or voidable, solely for
this reason, or solely because the director officer is present at or
participates in the meeting of the board or committee thereof which authorizes
the contract or transaction, or solely because his or their votes are counted
for such purpose, if:  6


(1)The material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to
the board of directors or the committee, and the board or committee in good
faith authorizes the contract or transaction by the affirmative votes of
majority of the disinterested directors, even though the disinterested
directors be less than a quorum: or  (2)The material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to
the stockholder 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 the board
of directors, a committee thereof, or the stockholders.  (b)Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the board of directors
or of a committee which authorized the contract or transaction.  Section 4.Officers and Agents.  4.1.Enumeration: 
Qualification.  The
officers of the corporation shall be a president, a treasurer, a secretary and
such other officers, if any, as the board of directors from time to time may in
its discretion elect or appoint including without limitation a chairman of the
board, one or more vice presidents and a controller.  The corporation may also have such agents, if
any, as the board of directors from time to time may in its discretion
choose.  Any officer may be but none need
be a director or stockholder.  Any two or
more offices may be held by the same person. 
Any officer may be required by the board of directors to secure the
faithful performance of his duties to the corporation by giving bond in such
amount and with sureties or otherwise as the board of directors may determine.  4.2.Powers.  Subject to law, to the certificate of
incorporation and to the other provisions of these by-laws, each officer shall
have, in addition to the duties and powers herein set forth, such duties and
powers as are commonly incident to his office and such additional duties and
powers as the board of directors may from time to time designate.  4.3.Election.  The officers may be elected by the board of
directors at their first meeting following the annual meeting of the
stockholders or at any other time.  At
any time or from time to time the directors may delegate to any officer their
power to elect or appoint any other officer or any agents.  4.4.Tenure.  Each officer shall hold office until the
first meeting of the board of directors following the next annual meeting of
the stockholders and until his respective successor is chosen and qualified
unless a shorter period shall have been specified by the terms of his election
or appointment, or in each case until he sooner dies, resigns, is removed or
becomes disqualified.  Each agent shall
retain his authority at the pleasure of the directors, or the officer by whom
he was appointed or by the officer who then holds agent appointive power.  4.5.Chairman of the board of directors, President and
Vice President.  The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the  7


board of directors.  Unless the
board of directors otherwise specifies, the chairman of the board, or if there
is none the chief executive officer, shall preside, or designate the person who
shall preside, at all meetings of the stockholders and of the board of
directors.  Unless the board of directors otherwise specifies,
the president shall be the chief executive officer and shall have direct charge
of all business operations of the corporation and, subject to the control of
the directors, shall have general charge and supervision of the business of the
corporation.  Any vice president shall have such duties and powers
as shall be set forth in these by-laws or as shall be designated from time to
time by the board of directors or by the president.  4.6.Chief Financial Officer and Assistant Treasurers.  Unless the board of directors otherwise
specifies, the chief financial officer shall be the treasurer of the
corporation and shall be in charge of its funds and valuable papers, and shall
have such other duties and powers as may be designated from time to time by the
board of directors or by the president. 
If no controller is elected, the chief financial officer shall, unless
the board of directors otherwise specifies, also have the duties and powers of
the controller.  Any assistant treasurers shall have such duties and
powers as shall be designated from time to time by the board of directors, the
president or the chief financial officer.  4.7.Controller and Assistant Controller.  If a controller is elected, he shall, unless
the board of directors otherwise specifies, be the chief accounting officer of
the corporation and be in charge of its books of account and accounting
records, and of its accounting procedures. 
He shall have such other duties and powers and may be designated from
time to time by the board of directors, the president or the treasurer.  Any assistant controller shall have such duties and
powers as shall be designated from time to time by the board of directors, the
president, the treasurer or the controller.  4.8.Secretary to the Assistant Secretaries.  The secretary shall record all proceedings of
the stockholders, of the board of directors and of committees of the board of
directors in a book or series of books to be kept therefore and shall file
therein all actions by written consent of stockholders or directors.  In the absence of the secretary from any
meeting, an assistant secretary, or if there be none or he is absent, a
temporary secretary chosen at the meeting, shall record the proceedings
thereof.  Unless a transfer agent has
been appointed the secretary shall keep or cause to be kept the stock and
transfer records of the corporation, which shall contain the names and record
addresses of all stockholders and the number of shares registered in the name
of each stockholder.  He shall have such
other duties and powers as may from time to time be designated by the board of
directors or the president.  Any assistant secretaries shall have such duties and
powers as shall be designated from time to time by the board of directors, the
president or the secretary.  Section 5.Resignations and Removals.  5.1.Any director or officer may resign at any time by
delivering his resignation in writing to the chairman of the board, if any, the
president, or the secretary or to a meeting of the board of directors.  Such resignation shall be effective upon
receipt unless specified to be effective at some  8


other time, and without in either case the necessity of its being
accepted unless the resignation shall so state. 
A director (including persons elected by directors to fill vacancies in
the board) may be removed from office with or without cause by the vote of the
holders of a majority of the shares issued and outstanding and entitled to vote
in the election of directors.  The board
of directors may at any time remove any officer either with or without cause.  The board of directors may at any time
terminate or modify the authority of any agent. 
No director of officer resigning and (except where a right to receive
compensation shall be expressly provided in a duly authorized written agreement
with the corporation) no director or officer removed shall have any right to
any compensation as such director or officer for any period following his
resignation or removal, or any right to damages on account of such removal,
whether his compensation be by the month or by the year or otherwise; unless,
in the case of a resignation, the directors, or, in the case of removal, the
body acting on the removal, shall in their or its discretion provide for
compensation.  Section 6.Vacancies.  6.1.If the office of the president or the treasurer or
the secretary becomes vacant, the directors may elect a successor by vote of a
majority of the directors then in office. 
If the office of any other officer becomes vacant, any person or body
empowered to elect or appoint that officer may choose a successor.  Each such successor shall hold office for the
unexpired term, and in the case of the president, the treasurer and the
secretary until his successor is chosen and qualified or in each case he sooner
dies, resigns, is removed or becomes disqualified.  Any vacancy of a directorship shall be filled
as specified in Section 3.5 of these by-laws.  Section 7.Capital Stock.  7.1.Stock Certificates.  The shares of the corporation shall be
represented by certificates, provided that the board of directors of the
corporation may provide by resolution or resolutions that some or all of any or
all classes or series of its stock shall be uncertificated shares.  Any such resolution shall not apply to shares
represented by a certificate until such certificate is surrendered to the
corporation.  Notwithstanding the
adoption of such a resolution by the board of directors, every holder of stock
represented by certificates and upon request every holder of uncertificated
shares 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, if any,
or the president or vice-president, and by the treasurer or an assistant
treasurer, or by the secretary or an assistant secretary of such corporation
representing the number of shares registered in certificate form.  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 has ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the corporation with the same effect as if he were such officer, transfer
agent, or registrar at the time of issue.  7.2.Loss of Certificates.  In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate
may be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof,
as the board of directors may prescribe.  Section 8.Transfer of Shares of Stock.  8.1.Transfer on Books.  Subject to the restrictions, if any, stated
or noted on the stock certificate, shares of stock may be transferred on the
books of the corporation by the surrender to the  9


corporation or its transfer agent of the certificate therefor properly
endorsed or accompanied by a written assignment and power of attorney properly
executed, with necessary transfer stamps affixed, and with such proof of the
authenticity of signature as the board of directors or the transfer agent of
the corporation may reasonably require. 
Except as may be otherwise required by law, by the certificate of
incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive
notice and to vote or to give any consent with respect thereto and to be held
liable for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.  It shall be the duty of each stockholder to notify
the corporation of his post office address.  8.2.Record Date and Closing Transfer Books.  In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the board of directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the board of directors, and
which record date shall not be more than sixty nor less than ten days before
the date of such meeting.  If no such
record date is fixed by the board of directors, the record date for determining
the 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 day on which
notice is given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held.  A determination of stockholders or record
entitled to notice of or to vote at a meeting of stockholders 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.  In order that the corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the board of directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted by the board of directors, and which date shall not be more than ten
days after the date upon which the resolution fixing the record date is adopted
by the board of directors.  If no such
record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required
by the General Corporation Law of the State of Delaware, shall be the first date
on which a signed written consent setting forth the action taken or proposed to
be taken is delivered to the corporation by delivery to its registered office
in Delaware by hand or certified or registered mail, return receipt requested,
to its principal place of business or to an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded.  If no record date has been
fixed by the board of directors and prior action by the board of directors is
required by the General Corporation Law of the State of Delaware, the record
date for determining stockholders entitled to consent to corporate action in
writing without a meeting shall be at the close of business on the day on which
the board of directors adopts the resolution taking such prior action.  In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or 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 a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such payment,
exercise or other action.  If no such
record date is fixed, the record date for  10


determining stockholders for
any such purpose shall be at the close of business on the day on which the
board of directors adopts the resolution relating thereto.  Section 9.Indemnification.  9.1.Right to Indemnification.  Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a proceeding), by reason of the fact that he or she is or was a
director officer of the corporation or is or was serving at the request of the corporation
as a director or officer of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans (hereinafter an indemnitee), whether the basis of such
proceeding is alleged action in an official capacity as a director or officer
or in any other capacity while serving as a director or officer, shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to provide broader
indemnification rights than such law permitted the corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such indemnitee in
connection therewith and such indemnification shall continue as to an
indemnitee who has ceased to be a director or officer and shall inure to the
benefit of the indemnitees heirs, executors and administrators; provided,
however, that, except as provided in this Section 9.1 with respect to proceedings
to enforce rights to indemnification, the corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by the
board of directors of the corporation. 
The right to indemnification conferred in this Section 9.1 shall be
a contract right and shall include the right to be paid by the corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter an advancement of expenses); provided, however,
that, if the Delaware General Corporation Law requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including without limitation, service to an employee benefit
plan) shall be made only upon delivery to the corporation of an undertaking, by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is not
further right to appeal that such indemnitee is not entitled to be indemnified
for such expenses under this Section 9 or otherwise (hereinafter an undertaking).  9.2.Right of Indemnitee to Bring Suit.  If a claim under Section 9.1 of these
by-laws is not paid in full by the corporation within forty-five (45) days
after a written claim has been received by the corporation, the indemnitee may
at any time thereafter bring suit against the corporation to recover the unpaid
amount of the claim.  If successful in
whole or part in any such suit or in a suit brought by the corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit.  In (i) any
suit brought by the indemnitee to enforce a right to indemnification hereunder
(but not in a suit brought by the indemnitee to enforce a right to an advancement
of expenses) it shall be a defense that, and (ii) any suit by the
corporation to recover an advancement of expenses pursuant to the terms of an
undertaking the corporation shall be entitled to recover such expenses upon a
final adjudication that, the indemmitee has not met the applicable standard of
conduct set forth in the Delaware General Corporation Law.  Neither the failure of the corporation
(including its board of directors, independent legal counsel, or its
stockholders) to have made a determination prior  11


to the commencement of such suit that indemnification of the indemnitee
is proper in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the Delaware General Corporation Law, nor an
actual determination by the corporation (including its board of directors,
independent legal counsel, or its stockholders) that the indemnitee has not met
such applicable standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by indemnitee, be a defense to such suit.  In any suit brought by the indemnitee to
enforce a right hereunder, or by the corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving that
the indemnitee is not entitled to be indemnified or to such advancement of
expenses under this Section 9 or otherwise shall be on the corporation.  9.3.Non-Exclusivity of Rights.  The rights of indemnification and to the
advancement of expenses conferred in this Section 9 shall not be exclusive
of any other right which any person may have or thereafter acquire under any
statue, provision of the Certificate of Incorporation, by-law agreement, vote
of stockholders or disinterested directors or otherwise and shall inure to the
benefit of the heirs and legal representatives of such person.  9.4.Insurance.  The corporation may maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent of
the corporation or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.  9.5.Indemnification of Employees or Agents of the
Corporation.  The
corporation may, to the extent authorized from time to time by the board of
directors, grant rights to indemnification and to the advancement of expenses,
to any employee or agent of the corporation to the fullest extent of the
provisions of this Section 9 with respect to the indemnification and
advancement of expenses of directors or officers of the corporation.  9.6.Indemnification Contracts.  The board of directors is authorized to enter
into a contract with any director, officer, employee or agent of the
corporation, or any person serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including employee benefit plans, providing
for indemnification rights equivalent to or, if the board of directors so
determines, greater than, those provided for in this Section 9.  9.7.Effect of Amendment.  Any amendment, repeal or modification of any
provision of this Section 9 by the stockholders or the directors of the
corporation shall not adversely affect any right or protection of a director or
officer of the corporation existing at the time of such amendment, repeal or
modification.  Section 10.Corporate Seal.  10.1.Subject to alteration by the directors, the seal of
the corporation shall consist of a flat-faced circular die with the word Delaware
and the name of the corporation cut or engraved thereon, together with such
other words, dates or images as may be approved from time to time by the
directors.  12


Section 11.Execution of Papers.  11.1.Except as the board of directors may generally or in
particular cases authorize the execution thereof in some other manner, all
deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other
obligations made, accepted or endorsed by the corporation shall be signed by
the chairman of the board, if any, the president, a vice president or the
treasurer.  Section 12.Fiscal Year.  12.1.The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.  Section 13.Amendments.  13.1.These by-laws may be adopted, amended or repealed by
vote of a majority of the directors then in office or by vote of a majority of
the stock outstanding and entitled to vote. 
Any by-law, whether adopted, amended or repealed by the stockholders or
directors, may be amended or reinstated by the stockholders or the directors.  13