Exhibit
3.1




AMENDED AND
RESTATED




BY-LAWS




of




HANA
BIOSCIENCES, INC.




(A
Delaware Corporation)




[as
amended through June 7, 2010]









ARTICLE
1


DEFINITIONS




As used
in these By-laws, unless the context otherwise requires, the term:




1.1           “Assistant
Secretary” means an Assistant Secretary of the Corporation.




1.2           “Assistant
Treasurer” means an Assistant Treasurer of the Corporation.




1.3           “Board”
means the Board of Directors of the Corporation.




1.4           “By-laws”
means the initial by-laws of the Corporation, as amended from time to
time.




1.5           “Certificate
of Incorporation” means the initial certificate of incorporation of the
Corporation, as amended, supplemented or restated from time to
time.




1.6           “Chairman”
means the Chairman of the Board of Directors of the Corporation.




1.7           “Corporation”
means Hana Biosciences, Inc.




1.8           “Directors”
means directors of the Corporation.




1.9           “Entire
Board” means all then authorized directors of the Corporation.




1.10         “General
Corporation Law” means the General Corporation Law of the State of Delaware, as
amended from time to time.




1.11         “Office
of the Corporation” means the executive office of the Corporation, anything in
Section 131 of the General Corporation Law to the contrary
notwithstanding.




1.12         “President”
means the President of the Corporation.




1.13         “Secretary”
means the Secretary of the Corporation.




1.14         “Stockholders”
means stockholders of the Corporation.




1.15         “Treasurer”
means the Treasurer of the Corporation.




1.16         “Vice
President” means a Vice President of the Corporation.




ARTICLE
2


STOCKHOLDERS




2.1           Place of
Meetings.  Every meeting of Stockholders may be held at such
place, within or without the State of Delaware, as may be designated by
resolution of the Board from time to time.









2.2         Annual
Meeting.  If required by applicable law, a meeting of
Stockholders shall be held annually for the election of Directors at such date
and time as may be designated by resolution of the Board from time to
time.  Any other business may be transacted at the annual
meeting.




2.3         Special
Meetings.  Unless otherwise prescribed by applicable law,
special meetings of Stockholders may be called at any time by the Board and may
not be called by any other person or persons.  Business transacted at
any special meeting of Stockholders shall be limited to the purpose stated in
the notice.




2.4         Fixing Record
Date.  For the purpose of (a) determining the Stockholders
entitled (i) to notice of or to vote at any meeting of Stockholders or any
adjournment thereof, (ii) unless otherwise provided in the Certificate of
Incorporation, to express consent to corporate action in writing without a
meeting or (iii) to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock; or (b) any other lawful action,
the Board may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date was adopted by the Board and
which record date, unless otherwise required by applicable law, shall not be
(x) in the case of clause (a)(i) above, more than 60 nor less than
10 days before the date of such meeting, (y) in the case of
clause (a)(ii) above, more than 10 days after the date upon which the
resolution fixing the record date was adopted by the Board and (z) in the
case of clause (a)(iii) or (b) above, more than 60 days prior to such
action.  If no such record date is fixed:




2.4.1           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 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;




2.4.2           the
record date for determining Stockholders entitled to express consent to
corporate action in writing without a meeting (unless otherwise provided in the
Certificate of Incorporation), when no prior action by the Board is required by
applicable law, shall be the first day on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to the Corporation
in accordance with applicable law; and when prior action by the Board is
required by applicable law, the record date for determining Stockholders
entitled to express consent to corporate action in writing without a meeting
shall be at the close of business on the date on which the Board adopts the
resolution taking such prior action; and




2.4.3           the
record date for determining Stockholders for any purpose other than those
specified in Sections 2.4.1 and 2.4.2 shall be at the close of business on the
day on which the Board adopts the resolution relating thereto.  When a
determination of Stockholders of record entitled to notice of or to vote at any
meeting of Stockholders has been made as provided in this Section 2.4, such
determination shall apply to any adjournment thereof unless the Board fixes a
new record date for the adjourned meeting.




2.5         Notice of Meetings of
Stockholders. Whenever under the provisions of applicable law, the
Certificate of Incorporation or these By-laws, Stockholders are required or
permitted to take any action at a meeting, notice shall be given stating the
place ,if any, date and hour of the meeting ,the means of remote communication,
if any, by which Stockholders and proxy holders may be deemed to be present in
person and vote at such meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called.  Unless otherwise
provided by applicable law, the Certificate of Incorporation or these By-laws,
notice of any meeting shall be given, not less than 10 nor more than 60 days
before the date of the meeting, to each Stockholder entitled to vote at such
meeting.  If mailed, such notice shall be deemed to be given when
deposited in the United States mail, with postage prepaid, directed to the
Stockholder at his or her address as it appears on the records of the
Corporation.  An affidavit of the Secretary or an Assistant Secretary
or of the transfer agent of the Corporation that the notice required by this
Section 2.5 has been given shall, in the absence of fraud, be prima facie
evidence of the facts stated therein.  Any meeting of Stockholders,
annual or special, may adjourn from time to time to reconvene at the same or
some other place.  When a meeting is adjourned to another time or
place, 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, and at
the adjourned meeting any business may be transacted that might have been
transacted at the meeting as originally called.  If, however, the
adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each Stockholder of record entitled to vote at the
meeting.




2.6         Waivers of
Notice.  Whenever the giving of any notice to Stockholders is
required by applicable law, the Certificate of Incorporation or these By-laws, a
waiver thereof, given by the person entitled to said notice, whether before or
after the event as to which such notice is required, shall be deemed equivalent
to notice.  Attendance by a Stockholder at a meeting shall constitute
a waiver of notice of such meeting except when the Stockholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business on the ground that the meeting has not been lawfully
called or convened.  Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Stockholders need be specified
in any waiver of notice unless so required by applicable law, the Certificate of
Incorporation or these By-laws.




2.7         List of
Stockholders.  The Secretary shall prepare and make, at least
10 days before every meeting of Stockholders, a complete list of the
Stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address 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, the Stockholder’s agent, or attorney, at the
Stockholder’s expense, for any purpose germane to the meeting, for a period of
at least 10 days prior to the meeting, during ordinary business hours at the
principal place of business of the Corporation, or on a reasonably accessible
electronic network as provided by applicable law.  If the meeting is
to be held at a place, 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.  If the meeting is held solely by means of
remote communication, the list shall also be open for examination as provided by
applicable law.  Upon the willful neglect or refusal of the Directors
to produce such a list at any meeting for the election of Directors, they shall
be ineligible for election to any office at such meeting.  Except as
provided by applicable law, the stock ledger shall be the only evidence as to
who are the Stockholders entitled to examine the stock ledger, the list of
Stockholders or the books of the Corporation, or to vote in person or by proxy
at any meeting of Stockholders.









2.8         Quorum of Stockholders;
Adjournment.  Except as otherwise provided by applicable law,
the Certificate of Incorporation or these By-laws, at each meeting of
Stockholders, the presence in person or by proxy of the holders of a majority in
voting power of all outstanding shares of stock entitled to vote at the meeting
of Stockholders, shall constitute a quorum for the transaction of any business
at such meeting.  In the absence of a quorum, the holders of a
majority in voting power of the shares of stock present in person or represented
by proxy at any meeting of Stockholders, including an adjourned meeting, whether
or not a quorum is present, may adjourn such meeting to another time and
place.  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 the Corporation to vote stock, including
but not limited to its own stock, held by it in a fiduciary
capacity.




2.9         Voting;
Proxies.  Unless otherwise provided in the Certificate of
Incorporation, every Stockholder entitled to vote at any meeting of Stockholders
shall be entitled to one vote for each share of stock held by such Stockholder
which has voting power upon the matter in question. At any meeting of
Stockholders, all matters, except as otherwise provided by the Certificate of
Incorporation, these By-laws, the rules and regulations of any stock exchange
applicable to the Corporation, applicable law or pursuant to any rules or
regulations applicable to the Corporation or its securities, shall be decided by
the affirmative vote of a majority in voting power of shares of stock present in
person or represented by proxy and entitled to vote thereon.  At all
meetings of Stockholders for the election of Directors, a plurality of the votes
cast shall be sufficient to elect.  Each Stockholder entitled to vote
at a meeting of Stockholders or to express consent or dissent to corporate
action in writing without a meeting may authorize another person or persons to
act for such Stockholder by proxy but no such proxy shall be voted or acted upon
after three years from its date, unless the proxy provides for a longer
period.  A proxy shall be irrevocable if it states that it is
irrevocable and if, and only so long as, it is coupled with an interest
sufficient in law to support an irrevocable power.  A Stockholder may
revoke any proxy that is not irrevocable by attending the meeting and voting in
person or by delivering to the Secretary a revocation of the proxy or by
delivering a new proxy bearing a later date.




2.10       Voting Procedures and
Inspectors of Election at Meetings of Stockholders.  The Board,
in advance of any meeting of Stockholders, may, and shall if required by
applicable law, appoint one or more inspectors, who may be employees of the
Corporation, to act at the meeting and make a written report
thereof.  The Board may designate one or more persons as alternate
inspectors to replace any inspector who fails to act.  If no inspector
or alternate is able to act at a meeting, the person presiding at the meeting
may, and shall if required by applicable law, appoint one or more inspectors to
act at the meeting.  Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of his or her ability.  The inspectors shall (a) ascertain
the number of shares outstanding and the voting power of each, (b) determine the
shares represented at the meeting and the validity of proxies and ballots,
(c) count all votes and ballots, (d) determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors, and (e) certify their determination of the
number of shares represented at the meeting and their count of all votes and
ballots.  The inspectors may appoint or retain other persons or
entities to assist the inspectors in the performance of their
duties.  Unless otherwise provided by the Board, the date and time of
the opening and the closing of the polls for each matter upon which the
Stockholders will vote at a meeting shall be determined by the person presiding
at the meeting and shall be announced at the meeting.  No ballot,
proxies or votes, or any revocation thereof or change thereto, shall be accepted
by the inspectors after the closing of the polls unless the Court of Chancery of
the State of Delaware upon application by a Stockholder shall determine
otherwise.  In determining the validity and counting of proxies and
ballots cast at any meeting of Stockholders, the inspectors may consider such
information as is permitted by applicable law.  No person who is a
candidate for office at an election may serve as an inspector at such
election.




2.11       Conduct of Meetings;
Organization.  The Board may adopt by resolution such rules and
regulations for the conduct of the meeting of Stockholders as it shall deem
appropriate.  Unless another officer is designated by the Board, at
each meeting of Stockholders, the President, or in the absence of the President,
the Chairman, or if there is no Chairman or if there be one and the Chairman is
absent, a Vice President, and in case more than one Vice President shall be
present, that Vice President designated by the Board (or in the absence of any
such designation, the most senior Vice President, based on age, present), shall
preside over the meeting.  Except to the extent inconsistent with such
rules and regulations as adopted by the Board, the person presiding over any
meeting of Stockholders shall have the right and authority to convene and to
adjourn the meeting, to prescribe such rules, regulations and procedures and to
do all such acts as, in the judgment of such person, are appropriate for the
proper conduct of the meeting.  Such rules, regulations or procedures,
whether adopted by the Board or prescribed by the presiding officer of the
meeting, may include, without limitation, the following:  (i) the
establishment of an agenda or order of business for the meeting; (ii) rules and
procedures for maintaining order at the meeting and the safety of those present;
(iii) limitations on attendance at or participation in the meeting to
Stockholders of record of the Corporation, their duly authorized and constituted
proxies or such other persons as the person presiding over the meeting shall
determine; (iv) restrictions on entry to the meeting after the time fixed for
the commencement thereof; and (v) limitations on the time allotted to questions
or comments by participants.  The presiding officer at any meeting of
Stockholders, in addition to making any other determinations that may be
appropriate to the conduct of the meeting, shall, if the facts warrant,
determine and declare to the meeting that a matter or business was not properly
brought before the meeting and if such presiding officer should so determine,
such person shall so declare to the meeting and any such matter or business not
properly brought before the meeting shall not be transacted or
considered.  Unless and to the extent determined by the Board or the
person presiding over the meeting, meetings of Stockholders shall not be
required to be held in accordance with the rules of parliamentary
procedure.  The Secretary, or in his or her absence, one of the
Assistant Secretaries, shall act as secretary of the meeting.  In case
none of the officers above designated to act as the person presiding over the
meeting or as secretary of the meeting, respectively, shall be present, a person
presiding over the meeting or a secretary of the meeting, as the case may be,
shall be designated by the Board, and in case the Board has not so acted, in the
case of the designation of a person to act as secretary of the meeting,
designated by the person presiding over the meeting.









2.12       Order of
Business.  The order of business at all meetings of
Stockholders shall be as determined by the person presiding over the
meeting.




2.13       Written Consent of
Stockholders Without a Meeting.  Unless otherwise provided in
the Certificate of Incorporation, any action required by the General Corporation
Law to be taken at any annual or special meeting of Stockholders 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 (by hand or by certified or registered mail, return receipt requested)
to the Corporation by delivery to its registered office in the State of
Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
Stockholders are recorded.  Every written consent shall bear the date
of signature of each Stockholder who signs the consent and no written consent
shall be effective to take the corporate action referred to therein unless,
within 60 days of the earliest dated consent delivered in the manner
required by this Section 2.13, written consents signed by a sufficient
number of holders to take action are delivered to the Corporation as
aforesaid.  Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall, to the extent
required by applicable law, be given to those Stockholders who have not
consented in writing, and who, if the action had been taken at a meeting, would
have been entitled to notice of the meeting if the record date for such meeting
had been the date that written consents signed by a sufficient number of holders
to take the action were delivered to the Corporation.




ARTICLE
3


DIRECTORS




3.1         General
Powers.  Except as otherwise provided in the Certificate of
Incorporation, the business and affairs of the Corporation shall be managed by
or under the direction of the Board.  The Board may adopt such rules
and regulations, not inconsistent with the Certificate of Incorporation or these
By-laws or applicable law, as it may deem proper for the conduct of its meetings
and the management of the Corporation.




3.2         Number; Qualification; Term
of Office.  The Board shall consist of one or more members, the
number thereof to be determined from time to time by resolution of the
Board.  Directors need not be Stockholders.  Each Director
shall hold office until a successor is duly elected and qualified or until the
Director’s earlier death, resignation, disqualification  or
removal.




3.3         Newly Created Directorships
and Vacancies.  Unless otherwise provided by applicable law or
the Certificate of Incorporation, any newly created directorships resulting from
an increase in the authorized number of Directors and vacancies occurring in the
Board for any cause, may be filled by the affirmative votes of a majority of the
remaining members of the Board, although less than a quorum, or by a sole
remaining Director, or may be elected by a plurality of the votes
cast.  A Director so elected shall be elected to hold office until the
expiration of the term of office of the Director whom he or she has replaced or
until a successor is elected and qualified, or until the Director’s earlier
death, resignation or removal.




3.4         Resignation.  Any
Director may resign at any time by notice given in writing or by electronic
transmission to the Corporation.  Such resignation shall take effect
at the time therein specified, and, unless otherwise specified in such
resignation, the acceptance of such resignation shall not be necessary to make
it effective.




3.5         Regular
Meetings.  Regular meetings of the Board may be held without
notice at such times and at such places within or without the State of Delaware
as may be determined from time to time by resolution of the Board.




3.6         Special
Meetings.  Special meetings of the Board may be held at such
times and at such places within or without the State of Delaware whenever called
by the Chairman, the President or the Secretary or by any two or more Directors
then serving as Directors on at least 24 hours’ notice to each Director given by
one of the means specified in Section 3.9 hereof other than by mail, or on
at least three days’ notice if given by mail.  Special meetings shall
be called by the Chairman, President or Secretary in like manner and on like
notice on the written request of any two or more of the Directors then serving
as Directors.




3.7         Telephone
Meetings.  Directors or members of any committee designated by
the Board may participate in a meeting of the Board or of such committee by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 3.7 shall constitute
presence in person at such meeting.




3.8         Adjourned
Meetings.  A majority of the Directors present at any meeting
of the Board, including an adjourned meeting, whether or not a quorum is
present, may adjourn such meeting to another time and place.  At least
24 hours’ notice of any adjourned meeting of the Board shall be given to each
Director whether or not present at the time of the adjournment, if such notice
shall be given by one of the means specified in Section 3.9 hereof other
than by mail, or at least three days’ notice if by mail.  Any business
may be transacted at an adjourned meeting that might have been transacted at the
meeting as originally called.









3.9         Notice
Procedure.  Subject to Sections 3.6 and 3.10 hereof,
whenever, under applicable law, the Certificate of Incorporation or these
By-laws, notice is required to be given to any Director, such notice shall be
deemed given effectively if given in person or by telephone, by mail addressed
to such Director at such Director’s address as it appears on the records of the
Corporation, with postage thereon prepaid, or by telegram, telecopy or, if
consented to by the Director to whom notice is given, by other means of
electronic transmission.




3.10       Waiver of
Notice.  Whenever the giving of any notice to Directors is
required by applicable law, the Certificate of Incorporation or these By-laws, a
waiver thereof, given by the Director entitled to said notice, whether before or
after the event as to which such notice is required, shall be deemed equivalent
to notice.  Attendance by a Director at a meeting shall constitute a
waiver of notice of such meeting except when the Director attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business on the ground that the meeting has not been lawfully
called or convened.  Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Directors or a committee of
Directors need be specified in any waiver of notice unless so required by
applicable law, the Certificate of Incorporation or these By-laws.




3.11       Organization.  At
each meeting of the Board, the Chairman, or in the absence of the Chairman, the
President, or in the absence of the President, a chairman chosen by a majority
of the Directors present, shall preside.  The Secretary shall act as
secretary at each meeting of the Board.  In case the Secretary shall
be absent from any meeting of the Board, an Assistant Secretary shall perform
the duties of secretary at such meeting; and in the absence from any such
meeting of the Secretary and all Assistant Secretaries, the person presiding at
the meeting may appoint any person to act as secretary of the
meeting.




3.12       Quorum of
Directors.  The presence in person of a majority of the
Directors at any time in office, provided, however, that such number of
Directors shall in no event constitute less than one third (1/3) of the number
of members of the Entire Board, shall be necessary and sufficient to constitute
a quorum for the transaction of business at any meeting of the
Board.




3.13       Action by Majority
Vote.  Except as otherwise expressly required by applicable
law, the Certificate of Incorporation or these By-laws, the vote of a majority
of the Directors present at a meeting at which a quorum is present shall be the
act of the Board.




3.14       Action Without
Meeting.  Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, any action required or permitted to be taken at
any meeting of the Board or of any committee thereof may be taken without a
meeting if all Directors or members of 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 or committee.




ARTICLE
4


COMMITTEES OF THE
BOARD




The Board
may, by resolution, designate one or more committees, each committee to consist
of one or more of the Directors of the Corporation.  The Board may
designate one or more Directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of such
committee.  If a member of a committee shall be absent from any
meeting, or disqualified from voting thereat, the remaining member or members
present at the meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may, by a unanimous vote, appoint another
member of the Board to act at the meeting in the place of any such absent or
disqualified member.  Any such committee, to the extent permitted by
applicable law and to the extent provided in the resolution of the Board
designating such committee, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers that may require it.  Unless otherwise specified in the
resolution of the Board designating a committee, at all meetings of such
committee, a majority of the then authorized members of the committee shall
constitute a quorum for the transaction of business, and the vote of a majority
of the members of the committee present at any meeting at which there is a
quorum shall be the act of the committee.  Each committee shall keep
regular minutes of its meetings.  Unless the Board otherwise provides,
each committee designated by the Board may make, alter and repeal rules for the
conduct of its business.  In the absence of such rules each committee
shall conduct its business in the same manner as the Board conducts its business
pursuant to Article 3 of these By-laws.




ARTICLE
5


OFFICERS




5.1         Positions.  The
officers of the Corporation shall be a President, a Secretary, a Treasurer and
such other officers as the Board may elect, including a Chairman, one or more
Vice Presidents and one or more Assistant Secretaries and Assistant Treasurers,
who shall exercise such powers and perform such duties as shall be determined
from time to time by resolution of the Board.  The Board may elect one
or more Vice Presidents as Executive Vice Presidents and may use descriptive
words or phrases to designate the standing, seniority or areas of special
competence of the Vice Presidents elected or appointed by it.  Any
number of offices may be held by the same person unless the Certificate of
Incorporation or these By-laws otherwise provide.




5.2         Election.  The
officers of the Corporation shall be elected by the Board at its annual meeting
or at such other time or times as the Board shall determine.







5.3         Term of
Office.  Each officer of the Corporation shall hold office for
the term for which he or she is elected and until such officer’s successor is
elected and qualifies or until such officer’s earlier death, resignation or
removal.  Any officer may resign at any time upon written notice to
the Corporation.  Such resignation shall take effect at the date of
receipt of such notice or at such later time as is therein specified, and,
unless otherwise specified, the acceptance of such resignation shall not be
necessary to make it effective.  The resignation of an officer shall
be without prejudice to the contract rights of the Corporation, if
any.  Any officer may be removed at any time, with or without cause by
the Board.  Any vacancy occurring in any office of the Corporation may
be filled by the Board.  The removal of an officer with or without
cause shall be without prejudice to the officer’s contract rights, if
any.  The election or appointment of an officer shall not of itself
create contract rights.




5.4         Fidelity
Bonds.  The Corporation may secure the fidelity of any or all
of its officers or agents by bond or otherwise.




5.5         Chairman.  The
Chairman, if one shall have been appointed, shall preside at all meetings of the
Board and shall exercise such powers and perform such other duties as shall be
determined from time to time by resolution of the Board.




5.6         President.  Unless
a separate Chief Executive Officer has been appointed by the Board, the
President shall be the Chief Executive Officer of the Corporation and shall have
general supervision over the business of the Corporation, subject, however, to
the control of the Board and of any duly authorized committee of the
Board.  Except as otherwise provided in Section 2.11, the President
shall preside at all meetings of the Stockholders and shall also preside at all
meetings of the Board at which the Chairman (if there be one) is not
present.  The President may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts and other instruments, except in
cases in which the signing and execution thereof shall be expressly delegated by
resolution of the Board or by these By-laws to some other officer or agent of
the Corporation, or shall be required by applicable law otherwise to be signed
or executed and, in general, the President shall perform all duties incident to
the office of President of a corporation and such other duties as may from time
to time be assigned to the President by resolution of the Board.




5.7         Vice
Presidents.  At the request of the President, or, in the
President’s absence, at the request of the Board, the Vice Presidents shall (in
such order as may be designated by the Board, or, in the absence of any such
designation, in order of seniority based on age) perform all of the duties of
the President and, in so performing, shall have all the powers of, and be
subject to all restrictions upon, the President.  Any Vice President
may sign and execute in the name of the Corporation deeds, mortgages, bonds,
contracts or other instruments, except in cases in which the signing and
execution thereof shall be expressly delegated by resolution of the Board or by
these By-laws to some other officer or agent of the Corporation, or shall be
required by applicable law otherwise to be signed or executed, and each Vice
President shall perform such other duties as from time to time may be assigned
to such Vice President by resolution of the Board or by the
President.




5.8         Secretary.  The
Secretary shall attend all meetings of the Board and of the Stockholders and
shall record all the proceedings of the meetings of the Board and of the
Stockholders in a book to be kept for that purpose, and shall perform like
duties for committees of the Board, when required.  The Secretary
shall give, or cause to be given, notice of all special meetings of the Board
and of the Stockholders and shall perform such other duties as may be prescribed
by the Board or by the President, under whose supervision the Secretary shall
be.  The Secretary shall have custody of the corporate seal of the
Corporation, and the Secretary, or an Assistant Secretary, shall have authority
to affix the same on any instrument requiring it, and when so affixed, the seal
may be attested by the signature of the Secretary or by the signature of such
Assistant Secretary.  The Board may, by resolution, give general
authority to any other officer to affix the seal of the Corporation and to
attest the same by such officer’s signature.  The Secretary or an
Assistant Secretary may also attest all instruments signed by the President or
any Vice President.  The Secretary shall have charge of all the books,
records and papers of the Corporation relating to its organization and
management, shall see that the reports, statements and other documents required
by applicable law are properly kept and filed and, in general, shall perform all
duties incident to the office of Secretary of a corporation and such other
duties as may from time to time be assigned to the Secretary by resolution of
the Board or by the President.




5.9         Treasurer.  The
Treasurer, who may also be the Chief Financial Officer, shall have charge and
custody of, and be responsible for, all funds, securities and notes of the
Corporation; receive and give receipts for moneys due and payable to the
Corporation from any sources whatsoever; deposit all such moneys and valuable
effects in the name and to the credit of the Corporation in such depositaries as
may be designated by the Board; against proper vouchers, cause such funds to be
disbursed by checks or drafts on the authorized depositaries of the Corporation
signed in such manner as shall be determined by the Board and be responsible for
the accuracy of the amounts of all moneys so disbursed; regularly enter or cause
to be entered in books or other records maintained for the purpose full and
adequate account of all moneys received or paid for the account of the
Corporation; have the right to require from time to time reports or statements
giving such information as the Treasurer may desire with respect to any and all
financial transactions of the Corporation from the officers or agents
transacting the same; render to the President or the Board, whenever the
President or the Board shall require the Treasurer so to do, an account of the
financial condition of the Corporation and of all financial transactions of the
Corporation; disburse the funds of the Corporation as ordered by the Board; and,
in general, perform all duties incident to the office of Treasurer of a
corporation and such other duties as may from time to time be assigned to the
Treasurer by resolution of the Board or by the President.




5.10       Assistant Secretaries and
Assistant Treasurers.  Assistant Secretaries and Assistant
Treasurers shall perform such duties as shall be assigned to them by the
Secretary or by the Treasurer, respectively, or by resolution of the Board or by
the President.





ARTICLE
6


INDEMNIFICATION




6.1         Right to
Indemnification.  The Corporation shall indemnify and hold
harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person (a “Covered Person”) who was or
is made or is threatened to be made a party or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a “Proceeding”), by reason of the fact that he or she, or a
person for whom he or she is the legal representative, is or was a director or
officer of the Corporation or, while a director or officer of the Corporation,
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity (an “Other Entity”), including service
with respect to employee benefit plans, against all liability and loss suffered
and expenses (including attorneys’ fees) reasonably incurred by such Covered
Person.  Notwithstanding the preceding sentence, except as otherwise
provided in Section 6.3, the Corporation shall be required to indemnify a
Covered Person in connection with a Proceeding (or part thereof) commenced by
such Covered Person only if the commencement of such Proceeding (or part
thereof) by the Covered Person was authorized by the Board.




6.2         Prepayment of
Expenses.  The Corporation shall pay the expenses (including
attorneys’ fees) incurred by a Covered Person in defending any Proceeding in
advance of its final disposition, provided, however, that, to the
extent required by applicable law, such payment of expenses in advance of the
final disposition of the Proceeding shall be made only upon receipt of an
undertaking by the Covered Person to repay all amounts advanced if it should be
ultimately determined that the Covered Person is not entitled to be indemnified
under this Article 6 or otherwise.




6.3         Claims.  If
a claim for indemnification or advancement of expenses under this Article 6 is
not paid in full within 30 days after a written claim therefor by the Covered
Person has been received by the Corporation, the Covered Person may file suit to
recover the unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such
claim.  In any such action the Corporation shall have the burden of
proving that the Covered Person is not entitled to the requested indemnification
or advancement of expenses under applicable law.




6.4         Nonexclusivity of
Rights.  The rights conferred on any Covered Person by this
Article 6 shall not be exclusive of any other rights that such Covered Person
may have or hereafter acquire under any statute, provision of this Certificate
of Incorporation, the By-laws, agreement, vote of stockholders or disinterested
directors or otherwise.




6.5         Other
Sources.  The Corporation’s obligation, if any, to indemnify or
to advance expenses to any Covered Person who was or is serving at its request
as a director, officer, employee or agent of an Other Entity shall be reduced by
any amount such Covered Person may collect as indemnification or advancement of
expenses from such Other Entity.




6.6         Amendment or
Repeal.  Any repeal or modification of the foregoing provisions
of this Article 6 shall not adversely affect any right or protection hereunder
of any Covered Person in respect of any act or omission occurring prior to the
time of such repeal or modification.




6.7         Other Indemnification and
Prepayment of Expenses.  This Article 6 shall not limit the
right of the Corporation, to the extent and in the manner permitted by
applicable law, to indemnify and to advance expenses to persons other than
Covered Persons when and as authorized by appropriate corporate
action.




ARTICLE
7


GENERAL
PROVISIONS




7.1         Certificates Representing
Shares. Shares of the Corporation's stock may be certificated or
uncertificated, as provided under Delaware law.  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, if any, or the President or a Vice President and by
the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer, certifying the number of shares owned by such Stockholder in the
Corporation.  Any or all of the signatures upon a certificate may be
facsimiles. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon any certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, such certificate may be issued by the Corporation with the same effect
as if such person were such officer, transfer agent or registrar at the date of
issue.




7.2         Transfer and Registry
Agents.  The Corporation may from time to time maintain one or
more transfer offices or agents and registry offices or agents at such place or
places as may be determined from time to time by the Board.




7.3         Lost, Stolen or Destroyed
Certificates.  The Corporation may issue a new certificate of
stock in the place of any certificate theretofore issued by it, alleged to have
been lost, stolen or destroyed, and the Corporation may require the owner of the
lost, stolen or destroyed certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.




7.4         Form of
Records.  Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or by means of, or be in the form of, any
information storage device or method, provided that the records so kept can be
converted into clearly legible paper form within a reasonable
time.  The Corporation shall so convert any records so kept upon the
request of any person entitled to inspect such records pursuant to applicable
law.




7.5         Seal.  The
Board may provide for a corporate seal, in which case such corporate seal shall
have the name of the Corporation inscribed thereon and shall be in such form as
may be approved from time to time by the Board.  The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or otherwise
reproduced.









7.6         Fiscal
Year.  The fiscal year of the Corporation shall be determined
by  resolution of the Board and may be changed by the
Board.




Amendments.  These
By-laws may be altered, amended or repealed and new By-laws may be adopted by
the Board, but the Stockholders may make additional By-laws and may alter and
repeal any By-laws whether adopted by them or otherwise