EXHIBIT 3.5


                                  B Y - L A W S

                                       OF

                               CYTOGEN CORPORATION

                            (a Delaware corporation)

                           (amended as of June, 2002)


                                    ARTICLE I
                                     OFFICES

     SECTION 1. OFFICES. The corporation shall maintain its registered office in
the State of Delaware at 100 West Tenth Street,  City of  Wilmington,  County of
New Castle and its  resident  agent at such  address  is The  Corporation  Trust
Company.  The  Corporation  may also have  offices in such  other  places in the
United  States or elsewhere as the Board of  Directors  may,  from time to time,
appoint or as the business of the Corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     SECTION  1.  ANNUAL  MEETINGS.  Annual  meetings  of  stockholders  for the
election of directors  and for such other  business as may properly be conducted
at such meeting shall be held at such place,  either within or without the State
of Delaware, and at such time and date as the Board of Directors shall determine
by resolution and set forth in the notice of the meeting.  In the event that the
Board of Directors fails to so determine the time, date and place for the annual
meeting,  it shall be held,  beginning in 1981, at the  principal  office of the
Corporation at 10 o'clock A.M. on the last Friday in February of each year.

     SECTION 2.  SPECIAL  MEETINGS.  Special  meetings of  stockholders,  unless
otherwise prescribed by statute, may be called by the Chairman of the Board, the
President or by  resolution of the Board of Directors and shall be called by the
President or Secretary upon the written request of not less than 50% in interest
of the  stockholders  entitled to vote thereat.  Notice of each special  meeting
shall be given in accordance with Section 3 of this Article II. Unless otherwise
permitted by law,  business  transacted at any special  meeting of  stockholders
shall be limited to the purpose stated in the notice.

     SECTION 3.  NOTICE OF  MEETINGS.  Whenever  stockholders  are  required  or
permitted  to take any action at a  meeting,  a written  notice of the  meeting,
which shall state the place, date and time of the meeting, and, in the case of a
special meeting,  the purposes for which the meeting is called,  shall be mailed
to or delivered to each  stockholder  of record  entitled to vote thereat.  Such
notice  shall be given not less than ten (10) days nor more than sixty (60) days
before the date of any such meeting.


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     SECTION 4. QUORUM.  Unless otherwise  required by law or the Certificate of
Incorporation,  the  holders of a majority of the issued and  outstanding  stock
entitled  to vote  thereat,  present in person or  represented  by proxy,  shall
constitute  a  quorum  for  the  transaction  of  business  at all  meetings  of
stockholders.

     SECTION  5.  VOTING.  Unless  otherwise  provided  in  the  Certificate  of
Incorporation,  each stockholder shall be entitled to one vote for each share of
capital stock held by such stockholder. Upon the request of not less than 10% in
interest of the stockholders  entitled to vote at a meeting,  voting shall be by
written  ballot.  All elections of directors shall be decided by plurality vote.
Unless  otherwise   required  by  law,  these  By-Laws  or  the  Certificate  of
Incorporation,  all other corporate  action shall be decided by majority vote of
the shares cast on the proposed action.

     SECTION  6.  INSPECTORS.  The Board of  Directors  may,  in  advance of any
meeting of  stockholders,  appoint one or more inspectors to act at such meeting
or any adjournment  thereof. If any of the inspectors so appointed shall fail to
appear or act, the chairman of the meeting  shall,  or if  inspectors  shall not
have been  appointed,  the  chairman  of the  meeting  may,  appoint one or more
inspectors.  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  shall  determine  the number of shares of capital  stock of the
Corporation  outstanding  and the  voting  power of each,  the  number of shares
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 results, and do such acts
as are proper to conduct the election or vote with fairness to all stockholders.
On request of the chairman of the meeting, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall execute
a certificate of any fact found by them. No director or candidate for the office
of director shall act as an inspector of an election of directors.

     SECTION 7. CHAIRMAN OF MEETINGS.  The Chairman of the Board of Directors of
the  Corporation,  if one is  elected,  or, in his  absence or  disability,  the
President of the Corporation, shall preside at all meetings of the stockholders.

     SECTION 8. SECRETARY OF MEETING. The Secretary of the Corporation shall act
as Secretary at all meetings of the  stockholders.  In the absence or disability
of the Secretary,  the Chairman of the Board of Directors or the President shall
appoint a person to act as Secretary at such meetings.

     SECTION 9. LISTS OF  STOCKHOLDERS.  The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the  meeting,  arranged  in  alphabetical  order,  showing  the  address of each
stockholder  and the number and class of shares held by each. Such list shall be
open to the  examination  of any  stockholder,  for any  purpose  germane to the
meeting, during ordinary business hours, for a period of at least ten days prior


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to the  meeting,  at a place  within the city  where the  meeting is to be held,
which shall be specified in the notice of the meeting,  or, if not so specified,
at the place  where the  meeting is to be held.  The list shall also be produced
and kept at the meeting and may be inspected by any stockholder who is present.

     SECTION  10.  ACTION  WITHOUT  MEETING.  Unless  otherwise  provided by the
Certificate  of  Incorporation,  any action  required  by law to be taken at any
annual or special meeting of  stockholders,  or any action which may be taken at
such meetings, may be taken without a meeting,  without prior notice and without
a vote,  if a consent 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 were  present  and voted.  Prompt
notice of the  taking of the  corporate  action  without a meeting  by less than
unanimous  written  consent  shall be given to those  stockholders  who have not
consented in writing.

     SECTION 11. ADJOURNMENT. At any meeting of stockholders of the Corporation,
if less than a quorum be  present,  a majority of the  stockholders  entitled to
vote thereat, present in person or by proxy, shall have the power to adjourn the
meeting from time to time without notice other than  announcement at the meeting
until a quorum shall be present. Any business may be transacted at the adjourned
meeting which might have been transacted at the meeting originally  noticed.  If
the  adjournment is for more than thirty days, or if after the adjournment a new
record  date,  as provided  for in Section 5 of Article V of these  By-Laws,  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.

                                  ARTICLE III
                               BOARD OF DIRECTORS

     SECTION 1. POWERS.  The property,  business and affairs of the  Corporation
shall be managed  and  controlled  by its Board of  Directors.  The Board  shall
exercise all of the powers and duties conferred by law except as provided by the
Certificate of Incorporation or these By-Laws.

     SECTION 2. NUMBER AND TERM.  The number of  directors  shall be fixed at no
less than two nor more than seven. Within the limits specified above, the number
of  directors  shall be  fixed  from  time to time by the  Board.  The  Board of
Directors shall be elected by the stockholders at their annual meeting, and each
director  shall be  elected  to serve  for the  term of one year and  until  his
successor  shall be elected  and  qualify or until his  earlier  resignation  or
removal. Directors need not be stockholders.

     SECTION  3.  RESIGNATIONS.  Any  director  may  resign  at any  time.  Such
resignation  shall  be made in  writing,  and  shall  take  effect  at the  time
specified  therein,  and if no time is specified,  at the time of its receipt by
the  President  or  Secretary.  The  acceptance  of a  resignation  shall not be
necessary to make it effective.

     SECTION 4.  REMOVAL.  Any director or the entire Board of Directors  may be
removed either for or without cause at any time by the  affirmative  vote of the
holders  of a  majority  of the  shares  entitled  to vote for the  election  of


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directors at any annual or special meeting of the  stockholders  called for that
purpose. Vacancies thus created may be filled at such meeting by the affirmative
vote of a majority of the  stockholders  entitled to vote,  or, if the vacancies
not so filled, by the directors as provided in Section 5 of this Article III.

     SECTION 5. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Except as provided in
Section 4 of this Article III, vacancies occurring in any directorship and newly
created directorship may be filled by a majority vote of the remaining directors
then in office.  Any director so chosen shall hold office for the unexpired term
of his predecessor and until his successor shall be elected and qualify or until
his earlier death,  resignation  or removal.  The Board may not fill the vacancy
created by removal of a director by electing the director so removed.

     SECTION 6.  MEETINGS.  The newly elected  directors  shall hold their first
meeting to organize  the  Corporation,  elect  officers  and  transact any other
business  which may properly come before the meeting.  An annual  organizational
meeting of the Board of Directors  shall be held  immediately  after each annual
meeting of the stockholders, or at such time and place as may be noticed for the
meeting. Regular meetings of the Board may be held without notice at such places
and  times  as  shall  be  determined  from  time to time by  resolution  of the
directors.  Special meetings of the Board shall be called by the President or by
the  Secretary on the written  request of any  director  with at least two days'
notice to each  director and shall be held at such place as may be determined by
the directors or as shall be stated in the notice of the meeting.

     SECTION 7. QUORUM,  VOTING AND ADJOURNMENT.  A majority of the total number
of  directors  or any  committee  thereof  shall  constitute  a  quorum  for the
transaction  of business.  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.  In the
absence of a quorum,  a majority of the  directors  present  thereat may adjourn
such meeting to another time and place.  Notice of such  adjourned  meeting need
not be given if the time and place of such  adjourned  meeting are  announced at
the meeting so adjourned.

     SECTION 8. COMMITTEES.  The Board of Directors may, by resolution passed by
a majority of the Board,  designate  one or more  committees,  including but not
limited to an Executive Committee and an Audit Committee, each such 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 to replace
any absent or  disqualified  member at any  meeting of the  committee.  Any such
committee, to the extent provided in the resolution of the Board, shall have and
may  exercise  all the powers and  authority  of the Board of  Directors  in the
management of the business and, affairs of the Corporation and may authorize the
seal of the Corporation to be affixed to all papers which may require it; but no
such  committee  shall have the power or authority to amend the  Certificate  of
Incorporation,  adopt an agreement of merger or consolidation,  recommend to the
stockholders  the sale,  lease, or exchange of all or  substantially  all of the
Corporation's properties and assets, recommend to the stockholders a dissolution
of the  Corporation  or a revocation of a dissolution or to amend these By-Laws.
Unless a resolution of the Board  expressly  provides,  no such committee  shall
have the power or authority  to declare a dividend or to authorize  the issuance
of stock of the  Corporation.  All  committees  of the Board shall  report their
Proceedings to the Board when recruited.


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     SECTION 9. ACTION  WITHOUT A 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 of Directors or of any committee thereof
may be taken  without a meeting  if all  members  of the Board or any  committee
thereof consent thereto in writing.

     SECTION 10.  COMPENSATION.  The Board of Directors shall have the authority
to fix the  compensation  of directors for their  services.  A director may also
serve the Corporation in other capacities and receive compensation therefor.

     SECTION  11.  TELEPHONIC  MEETING.   Unless  otherwise  restricted  by  the
Certificate of Incorporation,  members of the Board, or any committee designated
by the Board,  may participate in a meeting by means of conference  telephone or
similar  communications  equipment  in which all  persons  participating  in the
meeting can hear each other.  Participation  in such  telephonic  meeting  shall
constitute the presence in person at such meeting.

                                   ARTICLE IV
                                    OFFICERS

     SECTION 1. The officers of the  Corporation  shall  include a President,  a
Secretary and one or more subordinate officers,  all of whom shall be elected by
the Board of  Directors  and who shall  hold  office  for a term of one year and
until  their   successors  are  elected  and  qualify  or  until  their  earlier
resignation or removal. In addition, the Board of Directors may elect a Chairman
of the  Board,  one  or  more  Vice  Presidents,  including  an  Executive  Vice
President,  a Treasurer  and one or more  Assistant  Treasurers  and one or more
Assistant  Secretaries,  who shall  hold  their  office for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of  Directors.  The initial  officers  shall be elected at the
first  meeting  of the  Board  of  Directors  and,  thereafter,  at  the  annual
organizational  meeting  of the Board  held  after  each  annual  meeting of the
stockholders. Any number of offices may be held by the same person.

     SECTION 2. OTHER  OFFICERS AND AGENTS.  The Board of Directors  may appoint
such  other  officers  and  agents as it deems  advisable,  who shall hold their
office for such terms and shall  exercise  and perform such powers and duties as
shall be determined from time to time by the Board of Directors.

     SECTION 3.  CHAIRMAN.  The  Chairman of the Board of  Directors  shall be a
member of the Board and shall  preside at all meetings of the Board of Directors
and of the stockholders.  In addition, the Chairman of the Board shall have such
powers and perform such other duties as from time to time may be assigned to him
by the Board of Directors.

     SECTION 4. PRESIDENT. The President shall be the Chief Executive Officer of
the  Corporation.  He shall exercise such duties as  customarily  pertain to the
office of  President  and Chief  Executive  Officer,  and shall have general and
active  management  of the  property,  business and affairs of the  Corporation,
subject to the supervision and control of the Board. He shall perform such other
duties as prescribed from time to time by the Board or these By-Laws.


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     In the absence,  disability or refusal of the Chairman of the Board to act,
or the vacancy of such office,  the  President  shall preside at all meetings of
the stockholders and of the Board of Directors. Except as the Board of Directors
shall  otherwise  authorize,  the President  shall execute bonds,  mortgages and
other  contracts  on behalf of the  Corporation,  and shall cause the seal to be
affixed to any instrument  requiring it and, when so affixed,  the seal shall be
attested by the  signature  of the  Secretary  or the  Treasurer or an Assistant
Secretary or an Assistant Treasurer.

     SECTION 5. VICE  PRESIDENTS.  Each Vice President,  if any are elected,  of
whom one or more may be designated an Executive Vice President,  shall have such
powers  and  shall  perform  such  duties  as  shall be  assigned  to him by the
President or the Board of Directors.

     SECTION 6.  TREASURER.  The  Treasurer  shall have custody of the corporate
funds,  securities,  evidences  of  indebtedness  and  other  valuables  of  the
Corporation  and  shall  keep  full  and  accurate   accounts  of  receipts  and
disbursements in books belonging to the Corporation. He shall deposit all moneys
and other  valuables  in the name and to the credit of the  Corporation  in such
depositories as may be designated by the Board of Directors. The Treasurer shall
disburse the funds of the Corporation, taking proper vouchers therefor. He shall
render to the President and Board of Directors,  upon their request, a report of
the  financial  condition  of the  Corporation.  If  required  by the  Board  of
Directors,  he shall give the  Corporation a bond for the faithful  discharge of
his duties in such amount and with such surety as the Board shall prescribe.

     The Treasurer  shall have such further powers and perform such other duties
incident to the office of Treasurer as from time to time  assigned to him by the
Board.

     SECTION  7.  SECRETARY.  The  Secretary  shall be the Chief  Administrative
Officer of the Corporation  and shall:  (a) cause minutes of all meetings of the
stockholders  and  directors  to be  recorded  and kept;  (b) cause all  notices
required by these  By-Laws or otherwise to be given  properly;  (c) see that the
minute books, stock books, and other nonfinancial  books,  records and papers of
the  Corporation  are kept  properly;  and (d)  cause all  reports,  statements,
returns,  certificates  and other documents to be prepared and filed when and as
required.  The Secretary  shall have such further  powers and perform such other
duties as prescribed from time to time by the Board.

     SECTION 8. ASSISTANT TREASURERS AND ASSISTANT  SECRETARIES.  Each Assistant
Treasurer and each Assistant Secretary, if any are elected, shall be vested with
all the Powers and shall perform all the duties of the Treasurer and  Secretary,
respectively,  in the absence or disability of such officer, unless or until the
Board of' Directors shall otherwise determine. In addition, Assistant Treasurers
and Assistant  Secretaries  shall have such powers and shall perform such duties
as shall be assigned to them by the Board.

     SECTION 9. CORPORATE FUNDS AND CHECKS.  The funds of the Corporation  shall
be kept in such  depositories  as shall from time to time be  prescribed  by the
Board of Directors. All checks or other orders for the payment of money shall be
signed by the  President  or the  Treasurer or such other person or agent as may
from time to time be authorized and with such  countersignature,  if any, as may
be required by the Board of Directors.


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     SECTION 10. CONTRACTS AND OTHER DOCUMENTS.  The President or Treasurer,  or
such other  officer or  officers as may from time to time be  authorized  by the
Board of  Directors,  shall  have  power to sign and  execute  on  behalf of the
Corporation  deeds,  conveyances and contracts,  and any and all other documents
requiring execution by the Corporation.

     SECTION 11. OWNERSHIP OF STOCK OF ANOTHER CORPORATION. The President or the
Treasurer, or such other officer or agent as shall be authorized by the Board of
Directors, shall have the power and authority, on behalf of the Corporation,  to
attend and to vote at any meeting of  stockholders  of any  corporation in which
the Corporation holds stock and may exercise, on behalf of the corporation,  any
and all of the rights and powers  incident  the  ownership  of such stock at any
such meeting, including authority to execute and deliver proxies and consents on
behalf of the corporation.

     SECTION 12. DELEGATION OF DUTIES. In the absence,  disability or refusal of
any officer to exercise  and perform  his  duties,  the Board of  Directors  may
delegate to another officer such powers or duties.

     SECTION 13. RESIGNATION AND REMOVAL.  Any officer of the Corporation may be
removed from office for or without  cause at any time by the Board of Directors.
Any officer may resign at any time in the same manner prescribed under Section 3
of Article III of these By-laws.

     SECTION  14.  VACANCIES.  The Board of  Directors  shall have power to fill
vacancies occurring in any office.

                                   ARTICLE V
                                     STOCK

     SECTION 1. CERTIFICATES OF STOCK.  Every holder of stock in the Corporation
shall  be  entitled  to have a  certificate  signed  by,  or in the  name of the
Corporation  by, the Chairman of the Board or the President or a Vice  President
and by the Treasurer or an Assistant  Treasurer or the Secretary or an Assistant
Secretary, certifying the number and class of shares of stock in the Corporation
owned  by  him.  Any  or  all of the  signatures  on  the  certificate  may be a
facsimile.  The Board of  Directors  shall have the power to appoint one or more
transfer   agents  and/or   registrars  for  the  transfer  or  registration  of
certificates  of stock of any class,  and may require stock  certificates  to be
countersigned  or  registered  by one or  more of such  transfer  agents  and/or
registrars.

     SECTION 2. TRANSFER OF SHARES.  Shares of stock of the Corporation shall be
transferable  upon its books by the holders thereof,  in person or by their duly
authorized attorneys or legal representatives, upon surrender to the Corporation
by delivery  thereof to the person in charge of the stock and transfer books and
ledgers.  Such  certificates  shall  be  cancelled  and new  certificates  shall
thereupon  be issued.  A record  shall be made of each  transfer.  Whenever  any


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transfer of shares shall be made for collateral security, and not absolutely, it
shall be so expressed in the entry of the transfer if, when the certificates are
presented,  both the transferor and transferee request the Corporation to do so.
The Board shall have power and authority to make such rules and  regulations  as
it may deem necessary or proper concerning the issue,  transfer and registration
of certificates for shares of stock of the corporation.

     SECTION 3. LOST  CERTIFICATES.  A new certificate of stock may be issued in
the place of any certificate  previously  issued by the Corporation,  alleged to
have been lost, stolen,  destroyed or mutilated, and the Board of Directors may,
in their  discretion,  require  the owner of such  lost,  stolen,  destroyed  or
mutilated  certificate,  or his legal representative,  to give the Corporation a
bond, in such sum as the Board may direct, not exceeding double the value of the
stock, in order to indemnify the Corporation against any claims that may be made
against it in connection therewith.

     SECTION 4.  STOCKHOLDERS OF RECORD.  The  Corporation  shall be entitled to
treat the  holder  of  record  of any  share or  shares  of stock as the  holder
thereof,  in fact,  and shall not be bound to recognize  any  equitable or other
claim to or interest in such shares on the part of any other person,  whether or
not it shall have express or other notice thereof, except as otherwise expressly
provided by law.

     SECTION 5.  STOCKHOLDERS  RECORD DATE.  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,  or to express  consent to corporate
action in  writing  without a meeting,  or  entitled  to receive  payment of any
dividend  or other  distribution  or  allotment  of any  rights,  or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful  action,  the Board of  Directors  may fix a
record  date,  which  shall not be more than  sixty  days nor less than ten days
before the date of such  meeting.  A  determination  of  stockholders  of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting,  provided,  however, that the Board of Directors may
fix a new record date for the adjourned meeting.

     SECTION 6.  DIVIDENDS.  Subject to the  provisions  of the  Certificate  of
Incorporation, the Board of Directors may at any regular or special meeting, out
of funds legally  available  therefor,  declare  dividends upon the stock of the
Corporation.  Before the declaration of any dividend, the Board of Directors may
set apart, out of any funds of the Corporation available for dividends, such sum
or sums as from  time to time in  their  discretion  may be  deemed  proper  for
working  capital or as a reserve  fund to meet  contingencies  or for such other
purposes as shall be deemed conducive to the interests of the Corporation.

                                   ARTICLE VI
                          NOTICE AND WAIVER OF NOTICE

     SECTION 1. NOTICE.  Whenever any written  notice is required to be given by
law, the Certificate of Incorporation or these By-Laws,  such notice, if mailed,
shall be deemed to be given when  deposited in the United  States mail,  postage
prepaid,  addressed  to the person  entitled to such notice at his address as it
appears on the books and  records of the  Corporation.  Such  notice may also be
sent by telegram.


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     SECTION 2.  WAIVER OF NOTICE.  Whenever  notice is  required to be given by
law, the Certificate of Incorporation or these By-laws, a written waiver thereof
signed by the person entitled to notice, whether before or after the time stated
therein,  shall be deemed  equivalent  to  notice.  Attendance  of a person at a
meeting  shall  constitute a waiver of notice of such  meeting,  except when the
person attends a meeting for the express purpose of 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,  directors,  or  members  of a
committee of the Board need be specified in any written waiver of notice.

                                   ARTICLE VII
                              AMENDMENT OF BY-LAWS

     SECTION 1.  AMENDMENTS.  These  By-Laws  may be amended or  repealed or new
By-Laws  may be adopted by the  affirmative  vote of a majority  of the Board of
Directors  at any  regular  or  special  meeting  of the  Board.  If any  By-Law
regulating an impending election of directors is adopted, amended or repealed by
the  Board,  there  shall be set  forth in the  notice  of the next  meeting  of
shareholders for the election of directors the By-Law(s) so adopted, amended, or
repealed, together with a precise statement of the changes made. By-Laws adopted
by  Board  of   Directors   may  be  amended  or   repealed   by   stockholders.
Notwithstanding  the  foregoing to the  contrary,  the  provisions  of Article X
hereof may not be further amended or repealed  without the  affirmative  vote of
the  holders of a  majority  of the  shares of common  stock of the  Corporation
present and entitled to vote at a duly convened  meeting of the  stockholders of
the Corporation.

                                  ARTICLE VIII

     SECTION 1. The seal of the Corporation  shall be circular in form and shall
have the name of the corporation on the  circumference  and the jurisdiction and
year of incorporation in the center.

     SECTION 2. FISCAL  YEAR.  The fiscal year of the  Corporation  shall end on
September 30 of each year, or such other twelve  consecutive months as the Board
of Directors may designate.

                                   ARTICLE IX
                                INDEMNIFICATION

     SECTION 1. A director of the Corporation  shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the  director  derived an improper
personal benefit.


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     SECTION 2. Each  person who has or is made a party or is  threatened  to be
made a party to or is 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,  or a person of whom he or she is the legal
representative,  is or  was a  director,  officer,  employee  or  agent  of  the
Corporation  or 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 or other  enterprise,  including  service with respect to
employee  benefit plans,  whether the basis of such proceeding is alleged action
or inaction in an official capacity as a director, officer, employee or agent or
in any other capacity while serving as a director,  officer,  employee or agent,
shall be indemnified  and held harmless by the Corporation to the fullest extent
permitted 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  said  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 or to be paid
in  settlement)  reasonably  incurred or  suffered by such person in  connection
therewith and such indemnification  shall continue as to a person who has ceased
to be a director,  officer,  employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators;  provided, however, that, except
as provided in this Section 2, the  Corporation  shall indemnify any such person
seeking  indemnification  in  connection  with a  proceeding  (or part  thereof)
initiated  by  such  person  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 2 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 as authorized
by the Board of  Directors;  provided,  however,  that if the  Delaware  General
Corporation  Law so  requires,  the  payment  of  such  expenses  incurred  by a
director,  officer,  employee or agent of the Company in his or her  capacity as
such in advance of the final disposition of a proceeding shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such director,
officer,  employee or agent of the Company,  to repay all amounts so advanced if
it shall ultimately be determined that such director, officer, employee or agent
of the  Company  is not  entitled  to be  indemnified  under  this  Section 2 or
otherwise.

     SECTION  3. If a claim  under  Section 2 of this  Article IX is not paid in
full by the  Corporation  within 30 days after a written claim has been received
by the  Corporation,  the claimant may at any time thereafter bring suit against
the  Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part,  the claimant shall be entitled to be paid also the expense of
prosecuting  such claim. It shall be a defense to any such action (other than an
action  brought  to  enforce a claim for  expenses  incurred  in  defending  any
proceeding in advance of its final disposition  where the required  undertaking,
if any is required,  has been tendered to the Corporation) that the claimant has
not met the standard of conduct  which makes it  permissible  under the Delaware
General  Corporation  Law for the  Corporation to indemnify the claimant for the
amount  claimed,  but  the  burden  of  proving  such  defense  shall  be on the
Corporation.  Neither the  failure of the  Corporation  (including  its Board of
Directors,  independent  legal  counsel,  or its  stockholders  to  have  made a
determination  prior to the commencement of such action that  indemnification of
the  claimant  is  proper  in the  circumstances  because  he or she has met the
applicable  standard of conduct set forth in the  Delaware  General  Corporation


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Law, nor an actual  determination  by the  Corporation  (including  its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption  that the claimant has not met the  applicable  standard of
conduct.

     SECTION  4. The  right  to  indemnification  and the  payment  of  expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this  Article IX shall not be  exclusive  of any other right which any person
may have or hereafter acquire under any statute, provision of the Certificate of
Incorporation,  these By-Laws,  agreement, vote of stockholders or disinterested
directors or otherwise.

     SECTION 5. 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 such  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.

                                   ARTICLE X
                                 MISCELLANEOUS

     SECTION 1. STOCK OPTIONS.  The Corporation may not grant any stock options,
including any stock  appreciation  right,  having an exercise price that is less
than 100% of the fair market value of the underlying stock on the date of grant.
Furthermore, the Corporation may not: (i) reduce the exercise price of any stock
option,  including any stock appreciation right,  granted or to be granted under
any existing  stock option plan or under any stock option plan adopted after the
date of these amended By-Laws; (ii) cancel and re-grant stock options at a lower
exercise price (including entering into any "6 month and 1 day" cancellation and
re-grant  scheme),  whether or not the cancelled stock options are put back into
the  available  pool for grant;  (iii)  replace  underwater  stock  options with
restricted stock in an exchange,  buy-back or other scheme;  or (iv) replace any
stock  options  with  new  stock  options  having  a  lower  exercise  price  or
accelerated vesting schedule in an exchange, buy-back or other scheme.

     SECTION 2.  CONVERTIBLE  SECURITIES.  The Corporation may not sell or issue
any security of the Corporation  convertible,  exercisable or exchangeable  into
shares of common  stock of the  Corporation,  having a  conversion,  exercise or
exchange  price per share which is subject to downward  adjustment  based on the
market price of the common stock at the time of conversion, exercise or exchange
of such security into common stock (except for appropriate  adjustments  made to
give effect to any stock splits or stock  dividends).

     SECTION  3. SALE OF STOCK.  The  Corporation  may not enter  into:  (a) any
equity line or similar  agreement or  arrangement;  or (b) any agreement to sell
common stock of the  Corporation  (or any security  convertible,  exercisable or
exchangeable  into shares of common stock ("Common Stock  Equivalent")) at a per
share price (or,  with respect to a Common Stock  Equivalent,  at a  conversion,
exercise or exchange  price,  as the case may be  ("Equivalent  Price")) that is
fixed after the  execution  date of the  agreement,  whether or not based on any
predetermined  price-setting formula or calculation method.  Notwithstanding the


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foregoing, however, a price protection clause shall be permitted in an agreement
for sale of Common Stock or Common Stock Equivalent, if such clause provides for
an  adjustment  to the price per share of Common  Stock or,  with  respect  to a
Common Stock  Equivalent,  to the Equivalent  Price (provided that such price or
Equivalent Price is fixed on or before the execution date of the  agreement)(the
"Fixed Price") in the event that the Corporation, during the period beginning on
the date of the  agreement  and ending no later  than 90 days after the  closing
date of the transaction, sells shares of Common Stock or Common Stock Equivalent
to another  investor at a price or Equivalent  Price,  as the case may be, below
the Fixed Price.



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