As Amended and Restated as of June 23, 2004

BYLAWS OF GENTA INCORPORATED

ARTICLE I
MEETINGS OF STOCKHOLDERS

Section 1. Place
of Meetings. All meetings of the stockholders shall be held at such place
within or without the state of Delaware as may be fixed from time to time by
the board of directors or the chief executive officer, or if not so designated,
at the registered office of the corporation.

Section 2. Annual
Meeting. Annual meetings of stockholders shall be held at such date and time
as shall be designated from time to time by the board of directors, or by the
chairman of the board in the absence of a designation by the board of
directors, and stated in the notice of meeting.

Section 3. Business
Properly Conducted at Annual Meetings. At an annual meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting,
business must be specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the board of directors, otherwise properly
brought before the meeting by or at the direction of the board of directors, or
otherwise properly brought before the meeting by a stockholder.  In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing
to the secretary of the corporation. To be timely, a stockholders notice shall
be delivered to the secretary at the principal executive offices of the
corporation not later than the close of business on the ninetieth calendar day
nor earlier than the close of business on the one hundred twentieth calendar
day prior to the first anniversary of the preceding years annual meeting;
provided, however, that in the event that the date of the annual meeting is
more than thirty calendar days before or more than sixty calendar days after
such anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the one hundred twentieth
calendar day prior to such annual meeting and not later than the close of
business on the later of the ninetieth calendar day prior to such annual
meeting or the tenth calendar day following the calendar day on which public
announcement of the date of such meeting is first made by the corporation.  In no event shall the public announcement of
an adjournment of an annual meeting commence a new time period for the giving
of a stockholders notice as described above. 
A stockholder's notice to the secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and address, as they appear on the corporations books, of the stockholder
proposing such business, (iii) the class and number of shares of the corporation
which are beneficially owned by the stockholder and (iv) any material interest
of the stockholder in such business. 
Notwithstanding anything in the bylaws to the contrary, no business
shall be conducted at a stockholder meeting except in accordance with the
procedures set forth in this Section 3. The chairman of an annual meeting
shall, if the facts warrant, determine and declare to the meeting that business
was not properly brought before the meeting in accordance with the provisions
of the bylaws, and if the chairman should so determine, the chairman shall so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted. 
Notwithstanding the foregoing provisions of this Section 3, a
stockholder shall also comply with all applicable requirements of the

---

---

Securities Exchange Act of 1934, and the rules and regulations thereunder with
respect to the matters set forth in this Section 3.

Section 4. Special
Meetings. Special meetings of the stockholders, for any purpose or
purposes, may be called only by the chairman of the board or the chief
executive officer or by the board of directors pursuant to a resolution
approved by a majority of the board of directors.

Section 5. Notice
of Meetings. Except as otherwise provided by law, written notice of each
meeting of stockholders, annual or special, stating the place, date and hour of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be given not less than ten nor more than
sixty days before the date of the meeting, to each stockholder entitled to vote
at such meeting.

Section 6. Voting
List. 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, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder. Such list shall be
open to the examination of any stockholder, for any purpose, germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the meeting, at the principal place of business of the corporation. 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.

Section 7. Quorum.
The holders of a majority of the stock issued and outstanding and entitled to
vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business,
except as otherwise provided by statute, the certificate of incorporation or
these bylaws.

Section 8. Adjournments.
Any meeting of stockholders may be adjourned from time to time to any other
time and to any other place at which a meeting of stockholders may be held
under these bylaws, which time and place shall be announced at the meeting, by
a majority of the stockholders present in person or represented by proxy at the
meeting and entitled to vote, though less than a quorum, or, if no stockholder
is present or represented by proxy, by any officer entitled to preside at or to
act as secretary of such meeting, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the original meeting. If the
adjournment is for more than thirty 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.

Section 9. Action
at Meetings. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock present in person or represented by proxy
and entitled to vote on the question shall decide any question brought before
such meeting, unless the question is one upon which by express provision of
law, the certificate of incorporation or these bylaws, a different vote is
required, in which case such express provisions shall govern and control the
decision of such question.

Section 10.
Voting and Proxies. Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote for each share of capital stock

---

---

having voting power held
of record by such stockholder. 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; provided that the instrument authorizing such proxy
to act shall have been executed in writing (which shall include telegraphing,
cabling or other means of electronically transmitted written copy) by the
stockholder personally or by the stockholder's duly authorized attorney in
fact. No such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.

ARTICLE II
DIRECTORS

Section 1. Number,
Election, Tenure and Qualification. The number of directors which shall
constitute the whole board shall not be less than three nor more than twelve.
Within such limit, the number of directors shall be determined by resolution of
the board of directors or by the stockholders at the annual meeting or at any
special meeting of stockholders. The directors shall be elected at the annual
meeting or at any special meeting of the stockholders, except as provided in
Section 3 of this Article II, and each director elected shall hold office until
the next annual meeting of stockholders and until such directors successor
shall have been elected and qualified, subject, however, to prior death,
resignation, retirement, disqualification or removal from office. Directors
need not be stockholders.

Section 2. Enlargement.
The number of directors which shall constitute the whole board may be increased
at any time by vote of seventy-five percent (75%) of the directors then in
office.

Section 3. Vacancies.
Vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors
then in office, though less than a quorum, or by a sole remaining director, and
the directors so chosen shall hold office until the next annual meeting of
stockholders and until their respective successors shall have been elected and
qualified, subject, however, to prior death, resignation, retirement,
disqualification or removal from office. If there are no directors in office,
then an election of directors may be held in the manner provided by statute. In
the event of a vacancy in the board of directors, the remaining directors,
except as otherwise provided by law or these bylaws, may exercise the powers of
the full board until the vacancy is filled.

Section 4. Resignation
and Removal. Any director may resign at any time upon written notice to the
corporation at its principal place of business or to the chief executive
officer or the secretary. Such resignation shall be effective upon receipt of
such notice unless the notice specifies such resignation to be effective at
some other time or upon the happening of some other event. Any director or the
entire board of directors may be removed, with or without cause, by the holders
of a majority of the shares then entitled to vote at an election of directors,
unless otherwise specified by law or the certificate of incorporation.

Section 5. General
Powers. The business of the corporation shall be managed by or under the
direction of its board of directors, which may exercise all powers of the
corporation and do all such lawful acts and things as are not by statute or by
the certificate of incorporation or by these bylaws directed or required to be
exercised or done by the stockholders.

---

---

Section 6. Place
of Meetings. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

Section 7. Regular
Meetings. Regular meetings of the board of directors may be held without
notice at such time and at such place as shall from time to time be determined
by the board; provided that any director who is absent when such a
determination is made shall be given prompt notice of such determination. A
regular meeting of the board of directors may be held without notice
immediately after and at the same place as the annual meeting of stockholders.

Section 8. Special
Meetings. Special meetings of the board may be called by the chairman of
the board, chief executive officer, secretary, or on the written request of two
or more directors, or by one director in the event that there is only one
director in office. Four hours notice to each director, either personally or by
facsimile transmission, e-mail, commercial delivery service or similar means
sent to such director's business or home address, or two days' notice by
written notice deposited in the mail or delivered by a nationally recognized
courier service or by express mail, shall be given to each director by the
secretary or by the officer or one of the directors calling the meeting. A
notice or waiver of notice of a meeting of the board of directors need not
specify the purposes of the meeting.

Section 9. Quorum,
Action at Meeting, Adjournments. At all meetings of the board a majority of
the directors then in office, but in no event less than one third of the whole
board, shall constitute a quorum for the transaction of business and, except as
provided in this Section 9 and in Article VIII of these bylaws, the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by law or by the certificate of incorporation. For
purposes of this section, the term whole board' shall mean the number of
directors last fixed by the stockholders or directors, as the case may be, in
accordance with law and these bylaws; provided, however, that if less than all
the number so fixed of directors were elected, the whole board shall mean the
greatest number of directors so elected to hold office at any one time pursuant
to such authorization. If a quorum shall not be present at any meeting of the
board of directors, a majority of the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

Notwithstanding
any other provision of this Section 9, the approval of at least seventy-five
percent (75%) of the directors then in office shall be required for board
action with respect to:

| | (a)     the
  merger or consolidation of this corporation with or into another corporation
  or other entity or person, or any other corporate reorganization in which
  this corporation shall not be the continuing or surviving entity in such
  merger, consolidation or reorganization, or the sale of all or substantially
  all of this corporation's properties and assets to any other person, or any
  transaction or series of related transactions by this corporation in which in
  excess of fifty percent (50%) of this corporation's voting power is
  transferred;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (b)     the
  offer of any shares of, or securities convertible into or exercisable for,
  any class of the corporation's capital stock;                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (b)     the
  amendment of Section 4 of Article III of these bylaws, as the case may be, to
  change the individual who has been designated as the chairman of the board.                                                                                                                                                                                                                                                                                                                                                                                                          

---

---

Section 10.
Action by Consent. Unless otherwise restricted by the certificate of
incorporation or these bylaws, 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 committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.

Section 11.
Telephonic Meetings. Unless otherwise restricted by the certificate of
incorporation or these bylaws, members of the board of directors or of any
committee thereof may participate in a meeting of the board of directors or of
any committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

Section 12.
Committees. The board of directors may, by resolution passed by a
majority of the whole board, 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 the committee. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not such member or members constitute a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Any such committee to the
extent permitted by law and provided in the resolution of the board of
directors, 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 in reference to amending the certificate of incorporation, adopting
an agreement of merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the corporation's
property and assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the bylaws of the
corporation; and, unless the resolution designating such committee or the
certificate of incorporation expressly so provides, no such committee shall
have the power or authority to declare a dividend or to authorize the issuance
of stock. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.
Each committee shall keep regular minutes of its meetings and make such reports
to the board of directors as the board of directors may request. Except as the
board of directors may otherwise determine, any committee may make rules for
the conduct of its business, but unless otherwise provided by the directors or
in such rules, its business shall be conducted as nearly as possible in the
same manner as is provided in these bylaws for the conduct of its business by
the board of directors.

Section 13.
Compensation. Unless otherwise restricted by the certificate of
incorporation or these bylaws, the board of directors shall have the authority
to fix from time to time the compensation of directors. The directors may be
paid their expenses, if any, of attendance at each meeting of the board of
directors and for the performance of their responsibilities as directors. No
such payment shall preclude any director from serving the corporation or its
parent or subsidiary corporations in any other capacity and receiving
compensation therefor. The board of directors may also allow compensation for
members of special or standing committees for service on such committees.

---

---

Section 14.
Nominating Procedures. Subject to the rights of holders of any class or
series of stock having a preference over the common stock as to dividends or
upon liquidation, nominations for election to the board of directors of the
corporation at a meeting of stockholders may be made on behalf of the board by
the nominating committee appointed by the board, or by any stockholder of the
corporation entitled to vote for the election of directors at such meeting.
Such nominations, other than those made by the nominating committee on behalf
of the board, must be properly brought before the meeting by a stockholder. In
addition to any other applicable requirements, for nominations for election to
the board of directors of the corporation to be properly brought before an annual
meeting by a stockholder, the stockholder must have given timely notice thereof
in writing to the secretary of the corporation. To be timely, a
stockholder's notice shall be delivered to the secretary at the principal
executive offices of the corporation at a time and date during which notice
would be timely with respect to business properly brought before an annual
meeting under Article I, Section 3.In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period
for the giving of a stockholders notice as described above.  Such notice shall set forth as to each
proposed nominee who is not an incumbent director (i) the name, age, business
address and, if known, residence address of each nominee proposed in such
notice, (ii) the principal occupation or employment of each such nominee, (iii)
the number of shares of stock of the corporation which are beneficially owned
by each such nominee and by the nominating stockholder, (iv) whether the
proposed nominee, if elected, would qualify as independent for purposes of
the Marketplace Rules of the Nasdaq Stock Market, Inc. and Section 10A(m)(3) of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder, and (v) any other information concerning the nominee that must be
disclosed of nominees in proxy solicitations regulated by Regulation 14A of the
Securities Exchange Act of 1934. The chairman of the meeting may, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if the chairman should so
determine, the chairman shall so declare to the meeting and the defective
nomination shall be disregarded.

ARTICLE III
OFFICERS

Section 1. Enumeration.
The officers of the corporation shall be chosen by the board of directors and
shall be a chief executive officer and a secretary. The board of directors may
elect from among its members a chairman of the board, a vice chairman of the
board and a lead director. The chief executive officer may appoint from time to
time one or more presidents, a chief financial officer, a chief operating
officer, and such other officers as the chief executive officer may deem
desirable or appropriate, and may give any of them such further designations or
alternate titles as he or she considers desirable, as well as one or more vice
presidents, a treasurer, one or more assistant treasurers, one or more
assistant secretaries, any of whom may also be designated by the chief
executive officer as an officer of the corporation. The chief executive officer
shall collaborate and consult with the board of directors in the selection and
appointment of one or more presidents, a chief financial officer, a chief
operating officer, and such other officers as the board of directors may deem
desirable or appropriate upon periodic reviews of the organization chart of the
corporation. Any number of offices may be held by the same person, unless the
certificate of incorporation or these bylaws otherwise provide.

Section 2. Compensation.
The salaries of all officers of the corporation shall be fixed by the board of
directors.

---

---

Section 3. Tenure.
The officers of the corporation shall hold office until their successors are
chosen and qualify, unless a different term is specified when such officer is
appointed or elected, or until such officer's earlier death, resignation or
removal. Any officer elected or appointed by the board of directors or by the
chief executive officer may be removed at any time by the affirmative vote of a
majority of the board of directors or a committee duly authorized to do so,
except that any officer appointed by the chief executive officer may also be
removed at any time by the chief executive officer. Any vacancy occurring in
any office of the corporation may be filled by the board of directors, at its
discretion. Any officer may resign by delivering such officer's written
resignation to the corporation at its principal place of business or to the
chief executive officer or the secretary. Such resignation shall be effective
upon receipt unless it is specified to be effective at some other time or upon
the happening of some other event.

Section 4. Chairman
of the Board. If the board of directors appoints a chairman of the board,
such chairman shall, when present, preside at all meetings of the stockholders
and the board of directors. The chairman shall perform such duties and possess
such powers as are customarily vested in the office of the chairman of the
board or as may be vested in the chairman by the board of directors.

Section 5. Vice
Chairman of the Board. If  the board
of directors appoints a vice chairman of the board, in the absence of the
chairman of the board, such vice chairman shall, when present, preside at all
meetings of the board of directors and of the stockholders. The vice chairman
shall perform such duties and possess such powers as may be prescribed by the
board of directors and, to the extent not so provided, as are customarily
vested in the office of the vice chairman of the board, subject to the control
of the board of directors.

Section 6.Lead Director. If the board of directors appoints a lead director of the board,
such lead director shall, when present, preside at executive sessions of the
independent directors of the board.  The
lead director shall be chosen from among the independent directors of the board,
and shall assume the responsibility of ensuring that the board of directors and
officers of the corporation are acting in conformity with good corporate
governance practices.

Section 7. Chief
Executive Officer. The chief executive officer shall have general
supervision, direction and control of the business and officers of the
corporation.  He or she shall perform
such other duties and possess such other powers as are usually incident to the
chief executive officer of a corporation and such other duties as may be
prescribed by the board of directors. 
Any powers or duties vested in the chief executive officer may be
delegated by him or her to such subordinates as he or she may choose.

Section 8. Secretary.
The secretary shall have such powers and perform such duties as are customarily
incident to the office of secretary. The secretary shall maintain a stock
ledger and prepare lists of stockholders and their addresses as required and
shall be the custodian of corporate records. The secretary shall attend all
meetings of the board of directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and of the board
of directors in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. The secretary shall give, or
cause to be given, notice of all meetings of the stockholders and special
meetings of the board of directors, and shall perform such other duties as may
be from time to time prescribed by the board of directors or chief executive
officer, 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 to any instrument
requiring it and when so affixed, it may be attested by the secretary's
signature or by the signature of such assistant secretary. The board of
directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by such officer's signature.

Section 9. Assistant
Secretaries. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the chief executive officer or
the secretary (or if there be no such determination, then in the order
determined by their tenure in office), shall, in the absence of the secretary
or in the event of the secretary's inability or refusal to act, perform the
duties and exercise the powers of the secretary and shall perform such other
duties and have such other powers as the chief executive officer or the
secretary may from time to time prescribe. In the absence of the secretary or
any assistant secretary at any meeting of stockholders or directors, the person
presiding at the meeting shall designate a temporary or acting secretary to
keep a record of the meeting.

Section 10.
Other Officers. Each other officer of the corporation shall exercise the
powers and shall perform the duties incident to his or her office, subject to
the direction of the chief executive officer.

Section 11.
Bond. If required by the board of directors, any officer shall give the
corporation a bond in such sum and with such surety or sureties and upon such
terms and conditions as shall be satisfactory to the board of directors,
including without limitation a bond for the faithful performance of the duties
of such officer's office and for the restoration to the corporation of all books,
papers, vouchers, money and other property of whatever kind in such officer's
possession or under such officer's control and belonging to the corporation.

Section 12.
Delegation of Authority. The board of directors may from time to time
delegate the powers or duties of any officer to any other officers or agents,
notwithstanding any provision hereof.

ARTICLE IV
NOTICES

Section 1. Delivery.
Whenever, under the provisions of law, or of the certificate of incorporation
or these bylaws, written notice is required to be given to any director or
stockholder, such notice may be given by mail, addressed to such director or
stockholder, at such person's address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to
be given at the time when the same shall be deposited in the United States mail
or delivered to a nationally recognized courier service or other commercial
delivery service. Unless written notice by mail is required by law, written
notice may also be given by facsimile transmission, e-mail or similar means,
addressed to such director or stockholder at such person's address as it
appears on the records of the corporation, in which case such notice shall be
deemed to be given when delivered into the control of the persons charged with
effecting such transmission the transmission charge to be paid by the
corporation or the person sending such notice. Oral notice or other in-hand
delivery (in person or by telephone) shall be deemed given at the time it is
actually given.

---

---

Section 2. Waiver
of Notice. Whenever any notice is required to be given under the provisions
of law or of the certificate of incorporation or of these bylaws, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.

ARTICLE V
CAPITAL 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 or vice chairman of the board of directors, or the president or a vice
president, and by the treasurer or an assistant treasurer, or the secretary or
an assistant secretary of the corporation, certifying the number of shares
owned by such stockholder in the corporation. Certificates may be issued for
partly paid shares and in such case upon the face or back of the certificates
issued to represent any such partly paid shares, the total amount of the
consideration to be paid therefor, and the amount paid thereon shall be
specified. Any or all of the signatures on the certificate may be a facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if such person were
such officer, transfer agent or registrar at the date of issue.

Section 2. Lost
Certificates. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates,
the board of directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or such owner's legal representative, to give
reasonable evidence of such loss, theft or destruction, to advertise the same
in such manner as it shall require and/or to give the corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been
lost, stolen or destroyed or the issuance of such new certificate.

Section 3. Transfer
of Stock. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares, duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, and proper
evidence of compliance with other conditions to rightful transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

Section 4. Record
Date for Action at a Meeting or for Other Purpose. 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 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, in advance, a record date, which shall not be more than
sixty days nor less than ten days before the date of such meeting, nor more
than sixty days prior to any other action to which such record date relates. 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. If no record date is fixed, 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 before the day on
which notice is given, or, if notice is waived, at the close of business on the
day before the day on which the meeting is held. The record date for determining
stockholders for any other purpose within this Section 4 shall be at the close
of business on the day on which the board of directors adopts the resolution
relating to such purpose.

Section 5. Registered
Stockholders. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and assessments
a person registered on its books as the owner of shares and shall not be bound
to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of  Delaware.

ARTICLE VI
CERTAIN TRANSACTIONS

Section 1. Transactions
with Interested Parties. No contract or transaction between the corporation
and one or more of its directors or officers, or between the corporation and
any other corporation, partnership, association or other organization in which
one or more of its directors or officers are directors or have a financial
interest, shall be void or voidable solely for this reason, or solely because the
director or officer is present at or participates in the meeting of the board
or committee thereof which authorizes the contract or transaction or solely
because the vote or votes of such director or officer are counted for such
purpose, if:

| | (a)     
  the material facts as to such person's relationship or interest and as to the
  contract or transaction are disclosed or are known to the board of directors
  or the committee, and the board or committee in good faith authorizes the
  contract or transaction by the affirmative votes of a majority of the
  disinterested directors, even though the disinterested directors be less than
  a quorum; or
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b)     the
  material facts as to such person's relationship or interest and as to the
  contract or transaction are disclosed or are known to the stockholders
  entitled to vote thereon, and the contract or transaction is specifically
  approved in good faith by vote of the stockholders; or                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c)     the
  contract or transaction is fair as to the corporation as of the time it is
  authorized, approved or ratified, by the board of directors, a committee
  thereof, or the stockholders.                                                                                                                                                                                                                       

Section 2.     Quorum. Common or interested
directors may be counted in determining the presence of a quorum at a meeting
of the board of directors or of a committee which authorizes the contract or
transaction.

ARTICLE VII
GENERAL PROVISIONS

Section 1. Dividends.
Dividends upon the capital stock of the corporation, subject to the provisions
of the certificate of incorporation, if any, may be declared by the board of
directors at any regular or special meeting or by written consent, pursuant to
law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of incorporation.

---

---

Section 2. Reserves.
The directors may set apart out of any funds of the corporation available for
dividends a reserve or reserves for any proper purpose and may abolish any such
reserve.

Section 3. Checks.
All checks or demands for money and notes of the corporation shall be signed by
such officer or officers or such other person or persons as the board of
directors may from time to time designate.

Section 4. Fiscal
Year. The fiscal year of the corporation shall be fixed by resolution of
the board of directors.

Section 5. Seal.
The board of directors may adopt a corporate seal having inscribed thereon the
name of the corporation, the year of its organization and the word Delaware.
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise. The seal may be altered from time to time
by the board of directors.

ARTICLE VIII
AMENDMENTS

The
board of directors is expressly empowered to adopt, amend or repeal these
bylaws, provided, however, that any adoption, amendment or repeal of these
bylaws by the board of directors shall require the approval of at least
sixty-six and two-thirds percent (66 2/3%) of the total number of authorized
directors (whether or not there exist any vacancies in previously authorized
directorships at the time any resolution providing for adoption, amendment or
repeal is presented to the board). The stockholders shall also have power to
adopt, amend or repeal these bylaws, provided, however, that in addition to any
vote of the holders of any class or series of stock of this corporation
required by law or by the certificate of incorporation of this corporation, the
affirmative vote of the holders of at least sixty-six and two-thirds percent
(66 2/3%) of the voting power of all of the then outstanding shares of the
stock of the corporation entitled to vote generally in the election of
directors, voting together as a single If we obtainclass, shall be required for such
adoption, amendment or repeal by the stockholders of any provisions of these
bylaws. Notwithstanding anything to the contrary in this Article VIII, the
second paragraph of Section 9 of Article II of these bylaws, shall be amended
only by the act of at least seventy-five percent (75%) of the directors then in
office or by the affirmative vote of the holders of at least seventy-five
percent (75%) of the voting power of all of the then outstanding shares of the
stock of the corporation entitled to vote generally in the election of
directors, voting together as a single class.

---

---