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                                                                   EXHIBIT 3(ii)


                                     BY-LAWS
                                       OF
                           DUSA PHARMACEUTICALS, INC.


                                    ARTICLE I
                                  SHAREHOLDERS


        Section 1. Annual Meeting. The annual meeting of the shareholders of the
Corporation shall be held either within or without the State of New Jersey, at
such time and place as the Board of Directors may designate in the call or in a
waiver of notice thereof, or in the absence of Board action designating the time
for such meeting, on the 1st day of July of each year, commencing with the year
1991 (or if such day be a legal holiday, then on the next succeeding day not a
holiday) at 10:00 o'clock in the morning, or such other date as decided upon
during that month, for the purpose of electing directors and for the transaction
of such other business as may properly be brought before the meeting.

        Section 2. Delayed Annual Meeting. If for any reason the annual meeting
of the shareholders shall not be held on the day designated pursuant to Section
1 of this Article, or on any subsequent day to which it shall have been duly
adjourned, such meeting may be called and held as a special meeting, and only
the same proceedings may be had and the same business may be transacted at such
meeting as at the original annual meeting.

        Section 3. Special Meetings. Special meetings of the shareholders may be
called by the Board of Directors or by the President at such times and at such
place either within or without the State of New Jersey as may be stated in the
call or in a waiver of notice thereof.

        Section 4. Notice of Meetings. Notice of the time, place and purpose of
every meeting of shareholders shall be delivered personally or mailed not less
than ten (10) days nor more than sixty (60) days previous thereto to each
shareholder of record entitled to vote, at his post office address appearing
upon the records of the Corporation or at such other address as shall be
furnished in writing by him to the Corporation for such purpose. Such further
notice shall be given as may be required by law or by these By-Laws. Any meeting
may be held without notice if all shareholders entitled to vote either are
present in person or by proxy, or waive notice in writing, either before or
after the meeting.

        Section 5. Quorum. The holders of record of at least thirty-three and
one-third percent (33 1/3%) of the shares of the stock of the Corporation
issued and outstanding and entitled to vote, present in person or by proxy,
shall, except as otherwise provided by law, constitute a quorum at all meetings
of the shareholders; if there be no such quorum, the holders of a majority of
such                     


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shares so present or represented may adjourn the meeting from time to time until
a quorum shall have been obtained.

        Section 6. Organization of Meetings. Meetings of the shareholders shall
be presided over by the Chairman of the Board, if there be one, or if he is not
present, the President, or if he is not present, by a chairman to be chosen at
the meeting. The Secretary of the Corporation, or in his absence, an Assistant
Secretary, shall act as Secretary of the meeting, if present.

        Section 7. Voting. At each meeting of shareholders, except as otherwise
provided by statute or the Certificate of Incorporation, every holder of record
of stock entitled to vote shall be entitled to one vote in person or by proxy
for each share of such stock standing in his name on the records of the
Corporation. Elections of directors shall be determined by a plurality of the
votes cast there at and, except as otherwise provided by statute, the
Certificate of Incorporation, or these By-Laws, all other action shall be
determined by a majority of the votes cast at such meeting. Each proxy to vote
shall be either in writing and signed, or given by telegram, radio, radiogram,
cable or equivalent electronic communication made by the shareholder or by his
duly authorized agent.

        At all elections of directors, the voting shall be in such other manner
as may be determined by the Board of Directors, unless a shareholder present in
person or by proxy entitled to vote at such election, and before the voting
begins, demands election by ballot. With respect to any other matter presented
to the shareholders for their consideration at a meeting, any shareholder
entitled to vote may, on any question, demand a vote by ballot.

        A complete list of the shareholders entitled to vote at each such
meeting, arranged in alphabetical order (within each class, series or group of
shareholders maintained by the Corporation for convenience of reference) with
the address of each, and the number of shares registered in the name of each
shareholder, shall be prepared by the Secretary and shall be produced at the
time and place during the meeting and shall be subject to the inspection of any
shareholder for reasonable periods during the meeting.

        Section 8. Inspectors of Election. The Board of Directors in advance of
any meeting of shareholders, or the tabulation of written consents of
shareholders without a meeting, may appoint one or more Inspectors of Election
to act at the meeting or any adjournment thereof or to tabulate such consents.
If Inspectors of Election are not so appointed, the chairman of the meeting may,
and on the request of any shareholder entitled to vote, shall, appoint one or
more Inspectors of Election. In case any person appointed as Inspector of
Election fails to appear or act, the vacancy may be filled by appointment made
by the Board of Directors in advance of the meeting or at the meeting by the
chairman of the meeting. Each Inspector of Election, before entering upon the
discharge of his duties, shall take and sign an oath to faithfully execute the
duties of Inspector of Election at such meeting with strict impartiality and
according to the best of his ability. If appointed, Inspectors of Election shall
take charge of the polls as may be required by law and, when the vote is
completed, shall make a report of the result of the vote taken and of such other
facts as may be required by law.


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        Section 9. Action by Consent. Any action required or permitted to be
taken at any meeting of shareholders may be taken without a meeting, if, prior
to such action, a written consent or consents thereto, setting forth such
action, is or are signed by the holders of record of all of the shares of stock
of the Corporation or, in the alternative, by the holders of record of so many
of the shares of the stock of the Corporation as are required by law for the
taking of such action by written consent, if, either the Corporation solicits
for such consents or proxies for consents from the holders of all of the shares
of stock of the Corporation, issued, outstanding and entitled to vote thereon
and promptly notifies all non-consenting holders of stock of the Corporation as
required by law. Any such solicitation or notice to non-consenting shareholders
hereunder shall specify at least the action to which the consent relates, its
proposed effective date, any conditions precedent to such action, the date of
tabulation of consents, and the rights of all shareholders who are entitled to
dissent from such action, if any, together with the requisite procedure for
assertion and enforcement of those rights. In the case of a merger,
consolidation, or sale, lease, exchange or other disposition of substantially
all of the assets of the Corporation, any required or permitted shareholder
action may be taken by a prior written consent or consents to such action,
setting forth the action to be taken, signed by the holders of all of the shares
of every class of issued and outstanding stock of the Corporation, issued,
outstanding and entitled to vote, with the same notice to all other holders of
stock of the Corporation as is required hereunder to be sent to non-consenting
shareholders.

                                   ARTICLE II
                                    DIRECTORS

        Section 1. Number, Quorum, Term, Vacancies, Removal. The Board of
Directors of the Corporation shall consist of at least five and up to nine, as
determined from time to time by the Board of Directors. The number of directors
may be determined by a resolution passed by a majority of the whole Board or by
a vote of the holders of record of at least a majority of the shares of stock of
the Corporation, issued and outstanding and entitled to vote.

        A majority of the members of the Board of Directors then holding office
shall constitute a quorum, which in no case shall be less than one-third of the
total number of directors or less than two directors, except that when the
entire Board consists of one Director, then one Director shall constitute a
quorum for the transaction of business, but if at any meeting of the Board there
may shall be less than a quorum present, a majority of those present may adjourn
the meeting from time to time until a quorum shall have been obtained.

        Directors shall hold office until the next annual election and until
their successors shall have been elected and shall have qualified, unless sooner
displaced.

        Whenever any vacancy shall have occurred in the Board of Directors, by
reason of death, resignation, increase in the number of directors, or otherwise,
other than removal of a director with or without cause by a vote of the
shareholders, or is scheduled to occur pursuant to a resignation tendered to the
Board effective at a future date, it shall be filled by a majority of the
directors then holding office though less than a quorum (except as otherwise
provided by law), or in the case of a subsequently effective resignation, by
such a majority of the directors including


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the resignee, or by the shareholders, and the person so chosen shall hold office
until the next annual election and until his successor is duly elected and has
qualified.

        Any one or more of the directors of the Corporation may be removed with
cause at any time by an affirmative vote of the holders of record of at least a
majority of the shares of stock of the Corporation, issued and outstanding and
entitled to vote thereon, or removed with cause at any time by a majority of the
whole Board, and thereupon the term of the director or directors who shall have
been so removed shall forthwith terminate and there shall be a vacancy or
vacancies in the Board of Directors, to be filled as provided in these By-Laws.
A majority of the whole Board may suspend any one or more of the directors of
the Corporation pending a final determination that cause for removal exists.

        Section 2. Meetings, Notice. Meetings of the Board of Directors shall be
held at such place either within or without the State of New Jersey, as may from
time to time be fixed by resolution of the Board, or as may be specified in the
call or in a waiver of notice thereof. Regular meetings of the Board of
Directors shall be held at such times as may from time to time be fixed by
resolution of the Board, and special meetings may be held at any time upon the
call of one director, the Chairman of the Board, if one be elected, or the
President, by oral, telegraphic or written notice, duly served on or sent or
mailed to each director not less than two days before such meeting. A meeting of
the Board may be held without notice immediately after the annual meeting of
shareholders at the same place at which such meeting was held. Notice need not
be given of regular meetings of the Board or of any special meeting when its
time and place are determined in advance by a quorum of the Board. Any meeting
may be held without notice, if all directors are present, or if notice is waived
in writing, either before or after meeting, by those not present. Any meeting of
the Board may be held by means of telephone conference or any other means of
communication by which all persons participating in the meeting are able to hear
each other. Notice of an adjourned meeting need not be given if time and place
are fixed at the prior meeting and if the period of adjournment does not exceed
ten (10) days per adjournment.

        Section 3. Committees. The Board of Directors may, in its discretion, by
resolution passed by a majority of the whole Board, designate from among its
members one or more committees which shall consist of one or more directors. The
Board may designate 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. Such committee shall have and may exercise such powers as shall
be conferred or authorized by the resolution appointing them. A majority of any
such committee may determine its action and fix the time and place of its
meetings, including meetings by telephone conference call or similar means of
communication, unless the Board of Directors shall otherwise provide. The Board
by resolution passed by a majority of the whole Board shall have power at any
time to change the membership of any such committee, to fill vacancies in it, or
to dissolve it.

        Section 4. Action by Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee thereof, may
be taken without a meeting, if prior to such action a written consent or
consents thereto is signed by all members of the Board,


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or of such committee as the case may be, and such written consent or consents is
filed with the minutes of proceedings of the Board of committee.

        Section 5. Compensation. The Board of Directors, by an affirmative vote
by the majority of the Board, may determine, from time to time, the amount of
reasonable compensation which shall be paid to its members. The Board of
Directors shall also have power, in its discretion, to allow a fixed sum and
expenses for attendance at each regular or special meeting of the Board, or of
any committee of the Board; in addition, the Board of Directors shall also have
power, in its discretion, to provide for and pay to directors rendering services
to the Corporation not ordinarily rendered by directors, as such, special
reasonable compensation appropriate to the value of such services, as determined
by the Board from time to time.

                                   ARTICLE III
                                    OFFICERS

        Section 1. Titles and Election. The officers of the Corporation, who
shall be chosen by the Board of Directors at its first meeting after each annual
meeting of shareholders, shall be a President, a Treasurer and a Secretary. The
Board of Directors from time to time may elect a Chairman of the Board, one or
more Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other
officers and agents as it shall deem necessary, and may define their powers and
duties. Any number of offices may be held by the same person.

        Section 2. Terms of Office. The officers shall hold office until their
successors are chosen and qualify.

        Section 3. Removal. Any officer may be removed, either with or without
cause, at any time, by the affirmative vote of a majority of the Board of
Directors.

        Section 4. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors or to the Secretary. Such resignations
shall take effect at the time specified therein, and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

        Section 5. Vacancies. If the office of any officer or agent becomes
vacant by reason of death, resignation, retirement, disqualification, removal
from office or otherwise, the Board of Directors may choose a successor, who
shall hold office for the unexpired term in respect of which such vacancy
occurred.

        Section 6. Chairman of the Board. The Chairman of the Board of
Directors, if one be elected, shall preside at all meetings of the Board of
Directors and of the shareholders, and he shall have and perform such other
duties as from time to time may be assigned to him by the Board of Directors.

        Section 7. President. The President shall be the chief executive officer
of the Corporation and, in the absence of the Chairman, shall preside at all
meetings of the Board of


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Directors, and of the shareholders. He shall exercise the powers and perform the
duties usual to the chief executive officer and, subject to the control of the
Board of Directors, shall have general management and control of the affairs and
business of the Corporation; he shall appoint and discharge employees and agents
of the Corporation (other than officers elected by the Board of Directors) and
fix their compensation; and he shall see that all orders and resolutions of the
Board of Directors are carried into effect. He shall have the power to execute
bonds, mortgages and other contracts, agreements and instruments of the
Corporation, and shall do and perform such other duties as from time to time may
be assigned to him by the Board of Directors.

        Section 8. Vice Presidents. If chosen, the Vice Presidents, in the order
of their seniority, shall, in the absence or disability of the President,
exercise all of the powers and duties of the President. Such Vice Presidents
shall have the power to execute bonds, notes, mortgages and other contracts,
agreements and instruments of the Corporation, and shall do and perform such
other duties incident to the office of Vice President and as the Board of
Directors, or the President, shall direct.

        Section 9. Secretary. The Secretary shall attend all sessions of the
Board and all meetings of the shareholders and record all notes and the minutes
of proceedings in a book to be kept for that purpose. He shall give, or cause to
be given, notice of all meetings of the shareholders and of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors. The Secretary shall affix the corporate seal to any instrument
requiring it, and when so affixed, it shall be attested by the signature of the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
who may affix the seal to any such instrument in the event of the absence or
disability of the Secretary. The Secretary shall have and be the custodian of
the stock records and all other books, records and papers of the Corporation
(other than financial) and shall see that all books, reports, statements,
certificates and other documents and records, required by law are properly kept
and filed.

        Section 10. Treasurer. The Treasurer shall have the 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 all monies 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 shall disburse the funds of the Corporation as may be ordered by
the Board, taking proper vouchers for such disbursements, and shall render to
the directors whenever they may require it, an account of all his transactions
as Treasurer and of the financial condition of the Corporation.

        Section 11. Duties of Officers may be Delegated. In case of the absence
or disability of any officer of the Corporation, or for any other reason that
the Board may deem sufficient, the Board may delegate, for the time being, the
powers or duties, or any of them, of such officer to any other officer, or to
any director.


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                                   ARTICLE IV
                                 INDEMNIFICATION

        Section 1. Actions by Others. The Corporation (1) shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a director,
officer or trustee of the Corporation or of any constituent corporation absorbed
by the Corporation in a consolidation or merger and (2) except as otherwise
required by Section 3 of this Article, may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he (a) is or was an employee or agent or the legal
representative of a director, officer, trustee, employee or agent of the
Corporation or of any absorbed constituent corporation, or (b) is or was serving
at the request of the Corporation or of any absorbed constituent corporation as
a director, officer, employee, agent of or participant in another corporation,
partnership, joint venture, trust or other enterprise, or the legal
representative of such a person against expenses, costs, disbursements
(including attorneys' fees), judgments, fines and amounts actually and
reasonably incurred by him in good faith and in connection with such action,
suit or proceeding if he acted in a manner he reasonably believed to be in or
not opposed to the best interests of the Corporation, and with respect to any
criminal action or proceeding, he had no reasonable cause to believe that his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a pleas of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not meet the applicable standard of conduct.

        Section 2. Actions by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, trustee, employee or agent of the
Corporation or of any constituent corporation absorbed by the Corporation by
consolidation or merger, or the legal representative of any such person, or is
or was serving at the request of the Corporation or of any absorbed constituent
corporation, as a director, officer, trustee, employee, agent of or participant,
or the legal representative of any such person in another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the New Jersey Superior Court or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the New
Jersey Superior Court or such other court shall deem proper.


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        Section 3. Successful Defense. To the extent that a person who is or was
a director, officer, trustee, employee or agent of the Corporation or of any
constituent corporation absorbed by the Corporation by consolidation or merger,
or the legal representative of any such person, has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
Section 1 or Section 2 of this Article, or in defense of any claim, issue, or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

        Section 4. Specific Authorization. Any indemnification under Section 1
or Section 2 of this Article (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, trustee, employee, agent, or the legal
representative thereof, is proper in the circumstances because he has met the
applicable standard of conduct set forth in said Sections 1 and 2. Such
determination shall be made (1) by the Board of Directors by a majority vote of
quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, a quorum of disinterested
directors so directs, by independent legal counsel for a written opinion, (3) by
the shareholders.

        Section 5. Advance of Expenses. Expenses incurred by any person who may
have a right of indemnification under this Article in defending civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final distribution of such action, suit or proceeding as authorized by the
Board of Directors upon receipt of an undertaking by or on behalf of the
director, officer, trustee, employee, or the legal representative thereof, to
repay such amount unless it shall ultimately be determined that he is entitled
to be indemnified by the Corporation pursuant to this Article.

        Section 6. Right of Indemnity not Exclusive. The indemnification and
advancement of expenses provided by this Article shall not exclude any other
rights to which those seeking indemnification may be entitled under the
certificate of incorporation of the Corporation or any By-Law, agreement, vote
of shareholders or otherwise; provided that no indemnification shall be made to
or on behalf of a director, officer, trustee, employee, agent, or legal
representative if a judgment or other final adjudication adverse to such persons
establishes that his acts or omissions (a) were in breach of his duty of loyalty
to the Corporation or its shareholders, as defined by law, (b) were not in good
faith or involved a knowing violation of law or (c) resulted in receipt by such
person of an improper personal benefit.

        Section 7. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, trustee,
employee or agent of the Corporation or of any constituent corporation absorbed
by the Corporation by consolidation or merger of the legal representative of
such person or is or was serving at the request of the Corporation or of any
absorbed constituent corporation as a director, officer, trustee, employee or
agent of or participant in another corporation, partnership, joint venture,
trust or other enterprise, or the legal representative of any such person
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such or by reason of his being or having
been such, whether or not the Corporation would have the power to indemnify


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him against such liability under the provisions of this Article, the New Jersey
Business Corporation Act, or otherwise.

        Section 8. Invalidity of any Provision of this Article. The invalidity
or unenforceability of any provision of this Article shall not affect the
validity or enforceability of the remaining provisions of this Article.

                                    ARTICLE V
                                  CAPITAL STOCK

        Section l. Certificates. The interest of each shareholder of the
Corporation shall be evidenced by certificates for shares of stock in such form
(including punch cards, magnetically coded or otherwise treated forms to
facilitate machine or automatic processing) as the Board of Directors may from
time to time prescribe. Each certificate of stock shall in any event state upon
its face all matters required by law. Each certificate of stock issued at any
time the Corporation is authorized to issue shares of more than one class of
stock shall set out on it the designations, relative rights, preferences and
limitations of each class and series then authorized and the power of the Board
of Directors to divide any such shares and to change such designations, relative
rights, preferences and limitations. The certificates of stock shall be signed
by the Chairman of the Board, if any, or by the President or a Vice President
and sealed with the seal of the Corporation or a facsimile thereof, and
countersigned by the Secretary, or the Treasurer, or an Assistant Secretary, or
an Assistant Treasurer, and registered in such manner, if any, as the Board of
Directors may by resolution prescribe. Where any such certificate is
countersigned by a transfer agent other than the Corporation or its employee, or
registered by a registrar other than the Corporation or its employee, the
signature of any such officer may be a facsimile signature. In case any officer
or officers who have signed, or whose facsimile signature or signatures shall
have been used on, any such certificate or certificates shall cease to be such
officer or officers of the Corporation whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the Corporation, such certificate or certificates may nevertheless be adopted by
the Corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature or
signatures shall have been used thereon had not ceased to be such officer or
officers of the Corporation.

        Section 2. Transfer. The shares of stock of the Corporation shall be
transferred only upon the books of the Corporation by the holder thereof in
person or by his attorney, upon surrender for cancellation of certificates for
the same number of shares, with an assignment and power of transfer endorsed
thereon or attached thereto, duly executed, with such proof of the authenticity
of the signature as the Corporation or its agents may reasonably require.

        Section 3. Record Dates. The Board of Directors may fix, in advance, a
date, not less than ten (10) nor more than sixty (60) days preceding the date of
any meeting of shareholders, or the date for the payment of any dividend, or the
date for the distribution or allotment of any rights, or the date when any
change, conversion or exchange of capital stock shall go into effect, as a
record date for the determination of the shareholders entitled to notice of, and
to vote at, any such meeting, or entitled to receive payment of any such
dividend, or to exercise the rights in


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respect of any such change, conversion or exchange of capital stock, and in such
case only such shareholders as shall be shareholders of record on the date so
fixed shall be entitled to such notice of, and to vote, at such meeting, or to
receive payment of such dividend, or to receive such distribution or allotment
or rights or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after such record date
fixed as aforesaid. Such determination of shareholders of record shall remain in
effect for any adjournment thereof unless the Board of Directors fixes a new
record date.

        Section 4. Lost Certificates. In the event that any certificate of stock
is lost, stolen, destroyed, or mutilated, the Board of Directors may authorize
the issuance of a new certificate of the same enter and for the same number of
shares in lieu thereof. The Board may in its discretion, before the issuance of
such new certificate, require the owner of the lost, stolen, destroyed or
mutilated certificate, or the legal representative of the owner, to make an
affidavit or affirmation setting forth such acts as to the loss, destruction or
mutilation as it deems necessary, and to give the Corporation a bond in such
reasonable sum as it directs to indemnify the Corporation.

                                   ARTICLE VI
                      CONTRACTS AND FINANCIAL TRANSACTIONS

        Section 1. Contracts. When the execution of any contract, conveyance, or
other instrument, has been authorized by the Board of Directors, or in the case
of such contract, conveyance or other instrument, between the Corporation and
any director or any corporation, firm, association or entity in which a director
of the Corporation has a direct or indirect interest, has been authorized as set
out in the New Jersey Business Corporation Act, without specification as to the
executing officer, the President, or a Vice President may execute the same in
the name and on behalf of the Corporation, and the Secretary, and Assistant
Secretary or the Secretary-Treasurer may attest to that execution and affix the
corporate seal thereto.

        Section 2. Checks, Notes, Etc. All checks and drafts on the
Corporation's bank accounts and all bills of exchange and promissory notes, and
all acceptances, obligations and other instruments for the payment of money, may
be signed by the President or any Vice President and may also be signed by such
officer or officers, agent or agents, as shall be thereunto authorized from time
to time by the Board of Directors.

        Section 3. Loans to Directors, Officers and Employees. The Board of
Directors may authorize the loaning of money, guaranteeing of obligations or
other assistance to any other officer or employee of the Corporation or of any
subsidiary whenever in judgment of the Board such loan, guarantee or assistance
may reasonably be expected to benefit the Corporation, provided, however, if
such officer or employee is also a director, such loan, guarantee or assistance
must be approved by a majority of the entire Board. Any such loan, guarantee or
assistance may be made with or without interest, and may be unsecured, or
secured in such manner as the Board shall approve.


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                                   ARTICLE VII
                            MISCELLANEOUS PROVISIONS

        Section 1. Registered Office and Agent. The registered office of the
Corporation shall be located at 991 Route 22 West, Somerville, New Jersey. The
Corporation may have other offices either within or without the State of New
Jersey at such places as shall be determined from time to time by the Board of
Directors or the business of the Corporation may require. The registered agent
at such office is Nanette W. Mantell, Esq.

        Section 2. Fiscal Year. The fiscal year of the Corporation shall be as
determined by the Board of Directors.

        Section 3. Corporate Seal. The seal of the Corporation shall be circular
in form and contain the name of the Corporation, and the year and state of its
incorporation. Such seal may be altered from time to time at the discretion of
the Board of Directors.

        Section 4. Books and Records. There shall be kept at such office of the
Corporation as the board of Directors shall determine, within or without the
State of New Jersey, correct books and records of account of all its business
and transactions, minutes of the proceedings of its shareholders, Board of
Directors and committees, and the stock book containing the names and addresses
of the shareholders, the number of shares held by the owners of record thereof,
and in which the transfer of stock shall be registered, and such other books and
records as the Board of Directors may from time to time determine. Any person
who shall have been a shareholder of record of the Corporation for at least six
(6) months immediately preceding his or her demand, or any person holding, or so
authorized in writing by the holders of, at least five percent (5%) of the
outstanding shares of any class or series, upon at least five (5) days written
notice, shall have the right, for any proper purpose, to examine, in person or
by agent or attorney, during usual business hours, the Company's minutes of the
proceedings of its shareholders and record of shareholders and to make extracts
therefrom, at places where the same are kept.

        Section 5. Voting of Stock. Unless otherwise specifically authorized by
the Board of Directors, all rights and powers, including any right to vote,
incident to any stock owned by the Corporation, other than stock of the
Corporation, shall be exercised in person or by proxy, by the President or any
Vice President of the Corporation on behalf of the Corporation in no more
restricted manner or limited extent than would apply to any owner thereof.

                                  ARTICLE VIII
                                   AMENDMENTS

        Section 1. Amendments. The vote of the holders of at least a majority of
the shares of stock of the Corporation, issued and outstanding and entitled to
vote, shall be necessary at any meeting of shareholders to amend or repeal these
By-Laws or to adopt new By-Laws. These By-Laws may also be amended or repealed,
or new By-Laws adopted, at any meeting of the Board of Directors by the vote of
at least a majority of the entire Board; provided that any By-Law


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adopted by the Board may be amended or repealed by the shareholders in the
manner set forth above.

        Any proposal to amend or repeal these By-Laws or to adopt new By-Laws
shall be stated in the notice of the meeting of the Board of Directors of the
shareholders, or in the waiver or notice thereof, as the case may be, unless all
of the directors or the holders of record of all of the shares of stock of the
Corporation, issued and outstanding and entitled to vote, are present at such
meeting.


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