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                               BYLAWS
                                 OF
                           SUPERGEN, INC.
                      (A DELAWARE CORPORATION)

     

                              ARTICLE I
                          CORPORATE OFFICES


      1.1  PRINCIPAL OFFICE.  The registered office of the corporation shall 
be fixed in the certificate of incorporation of the corporation. 

      1.2  OTHER OFFICES.  The board of directors may at any time establish 
offices at such other places as the board of directors may from time to time 
designate. 

                             ARTICLE II
                      MEETINGS OF STOCKHOLDERS


     2.1  PLACE OF MEETINGS.  Meetings of stockholders shall be held at any 
place within or outside the State of Delaware designated by the board of 
directors. In the absence of any such designation, stockholders' meetings 
shall be held at the principal executive office of the corporation. 

     2.2  ANNUAL MEETING.  The annual meeting of stockholders shall be held 
each year on a date and at a time designated by the board of directors. In 
the absence of such designation, the annual meeting of stockholders shall be 
held on the third Wednesday of May in each fiscal year at such time as the 
Board shall determine. However, if such day falls on a legal holiday, then 
the meeting shall be held at the same time and place on the next succeeding 
full business day. At the meeting, directors shall be elected, and any other 
proper business may be transacted. 

     2.3  SPECIAL MEETING.  A special meeting of the stockholders may be 
called at any time by the board of directors, or by the chairman of the 
board, by the president or by the holders of shares entitled to cast not less 
than ten percent (10%) of the votes at the special meeting to be called. 

     If a special meeting is called by any person or persons other than the 
board of directors or the chairman of the board or the president, then the 
request shall be in writing, specifying the time of such meeting and the 
general nature of the business proposed to be transacted, and shall be 
delivered personally or sent by registered mail or by telegraphic or other 
facsimile transmission to the chairman of the board, the president, or the 
secretary of the corporation. The officer receiving the request shall cause 
notice to be promptly given to the stockholders entitled to vote, in 
accordance with the provisions of Sections 2.4 and 2.5 of these bylaws, that 
a meeting will be held at the time requested by the person or persons calling 
the meeting, so long as that time is not less than ten (10) nor more than 
sixty (60) days after the receipt of the request. If the notice is not given 
within twenty (20) days after receipt of the request, then the person or 
persons requesting the meeting may give the notice. Nothing


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contained in this paragraph of this Section 2.3 shall be construed as 
limiting, fixing or affecting the time when a meeting of stockholders called 
by action of the board of directors may be held. 

     2.4  NOTICE OF STOCKHOLDERS' MEETINGS.  All notices of meetings of 
stockholders shall be sent or otherwise given in accordance with Section 2.5 
of these bylaws not less than ten (10) nor more than sixty (60) days before 
the date of the meeting. The notice shall specify the place, date, and hour 
of the meeting and (i) in the case of a special meeting, the general nature 
of the business to be transacted (no business other than that specified in 
the notice may be transacted) or (ii) in the case of the annual meeting, 
those matters which the board of directors, at the time of giving the notice, 
intends to present for action by the stockholders (but any proper matter may 
be presented at the meeting for such action). The notice of any meeting at 
which directors are to be elected shall include the name of any nominee or 
nominees who, at the time of the notice the board intends to present for 
election. 

     2.5  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.  Written notice of 
any meeting of stockholders shall be given either personally or by 
first-class mail or by telegraphic or other written communication. Notices 
not personally delivered shall be sent postage prepaid and shall be addressed 
to the stockholder at the address of that stockholder appearing on the books 
of the corporation or given by the stockholder to the corporation for the 
purpose of notice. Notice shall be deemed to have been given at such time as 
it is delivered personally or deposited in the mail or sent by telegram or 
other means of written communication. 

     An affidavit of the mailing or other means of giving any notice of any 
stockholders' meeting, executed by the secretary, assistant secretary or any 
transfer agent of the corporation giving the notice, shall be prima facie 
evidence of the giving of such notice. 

     2.6  ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS.  
To be properly brought before an annual meeting or special meeting, 
nominations for the election of directors or other business must be (a) 
specified in the notice of meeting (or any supplement thereto) given by or at 
the direction of the board of directors, (b) otherwise properly brought 
before the meeting by or at the direction of the board of directors or (c) 
otherwise properly brought before the meeting by a stockholder. 

     2.7  QUORUM.  The holders of a majority of the shares entitled to vote, 
present in person or represented by proxy, shall constitute a quorum for the 
transaction of business at all meetings of stockholders, except as otherwise 
provided by statute or by the certificate of incorporation. The stockholders 
present at a duly called or held meeting at which a quorum is present may 
continue to do business until adjournment, notwithstanding the withdrawal of 
enough stockholders to leave less than a quorum, if any action taken (other 
than adjournment) is approved by at least a majority of the shares required 
to constitute a quorum. 

     When a quorum is present at any meeting, the affirmative vote of holders 
of a majority of the stock having voting power present in person or 
represented by proxy shall decide any question brought before such meeting, 
unless the question is one upon which, by express provision of the laws of 
the State of Delaware or of the certificate of incorporation or these bylaws, 
a different vote is required, in which case such express provision shall 
govern and control the decision of the question. 

     If a quorum be initially present, the stockholders may continue to 
transact business until adjournment, notwithstanding the withdrawal of enough 
stockholders to leave less than a quorum, if any action taken is approved by 
a majority of the stockholders initially constituting the quorum. 


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     2.8  ADJOURNED MEETING; NOTICE.  When any meeting of stockholders, 
either annual or special, is adjourned to another time or place, notice need 
not be given of the adjourned meeting if the time and place are announced at 
the meeting at which the adjournment is taken. At any adjourned meeting the 
corporation may transact any business which might have been transacted at the 
original meeting. If the adjournment is for more than thirty (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. 

     2.9  VOTING.  The stockholders entitled to vote at any meeting of 
stockholders shall be determined in accordance with the provisions of Section 
2.11 of these bylaws, subject to the provisions of 217 and 218 of the General 
Corporation Law of Delaware (relating to voting rights of fiduciaries, 
pledgors and joint owners, and to voting trusts and other voting 
arrangements). 

     Except as otherwise provided in the certificate of incorporation or 
bylaws, each stockholder shall be entitled to one vote for each share of 
capital stock held by such stockholder. 

     2.10  NO STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.  No 
action which may be taken at any annual or special meeting of stockholders 
may be taken without a meeting and without prior notice, in a consent in 
writing. 

     2.11  RECORD DATE FOR STOCKHOLDER NOTICE; VOTING.  For purposes of 
determining the stockholders entitled to notice of any meeting or to vote 
thereat or entitled to give consent to corporate action without a meeting, 
the board of directors may fix, in advance, a record date, which shall not be 
more than sixty (60) days nor less than ten (10) days before the date of any 
such meeting and in such event only stockholders of record on the date so 
fixed are entitled to notice and to vote, notwithstanding any transfer of any 
shares on the books of the corporation after the record date. 

     If the board of directors does not so fix a record date, 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 business day next 
preceding the day on which notice is given or, if notice is waived, at the 
close of business on the business day next preceding the day on which the 
meeting is held. 

     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 unless the board of directors fixes a new record date for the 
adjourned meeting, but the board of directors shall fix a new record date if 
the meeting is adjourned for more than thirty (30) days from the date set for 
the original meeting. 

     The record date for any other purpose shall be as provided in Section 
8.1 of these bylaws. 

     2.12  PROXIES.  Every person entitled to vote for directors, or on any 
other matter, shall have the right to do so either in person or by one or 
more agents authorized by a written proxy signed by the person and filed with 
the secretary of the corporation, but no such proxy shall be voted or acted 
upon after three (3) years from its date, unless the proxy provides for a 
longer period. A proxy shall be deemed signed if the stockholder's name is 
placed on the proxy (whether by manual signature, typewriting, telegraphic 
transmission, telefacsimile or otherwise) by the stockholder or the 
stockholder's attorney-in-fact. The revocability of a proxy that states on 
its face that it is irrevocable shall be governed by the provisions of 
Section 212(e) of the General Corporation Law of Delaware (relating to the 
irrevocability of proxies). 


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     2.13  ORGANIZATION.  The president, or in the absence of the president, 
the chairman of the board, or in the absence of the chairman. Any executive 
officer of the corporation, shall call the meeting of the stockholders to 
order, and shall act as chairman of the meeting. In the absence of the 
president, the chairman of the board, and all of the executive officers, the 
stockholders shall appoint a chairman for such meeting. The chairman of any 
meeting of stockholders shall determine the order of business and the 
procedures at the meeting, including such matters as the regulation of the 
manner of voting and the conduct of business. The secretary of the 
corporation shall act as secretary of all meetings of the stockholders, but 
in the absence of the secretary at any meeting of the stockholders, the 
chairman of the meeting may appoint any person to act as secretary of the 
meeting. 

     2.14  LIST OF STOCKHOLDERS ENTITLED TO VOTE.  The officer who has charge 
of the stock ledger of the corporation shall prepare and make, at least ten 
(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, for any purpose germane to the meeting, 
during ordinary business hours, for a period of at least ten (10) days prior 
to the meeting, either at a place within the city where the meeting is to be 
held, which place 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 time and place of the meeting during the 
whole time thereof, and may be inspected by any stockholder who is present. 



                             ARTICLE III
                              DIRECTORS


     3.1  POWERS.  Subject to the provisions of the General Corporation Law 
of Delaware and to any limitations in the certificate of incorporation or 
these bylaws relating to action required to be approved by the stockholders 
or by the outstanding shares, the business and affairs of the corporation 
shall be managed and all corporate powers shall be exercised by or under the 
direction of the board of directors. 

     3.2  NUMBER OF DIRECTORS.  The board of directors shall consist of seven 
(7) members. The number of directors may be changed by an amendment to this 
bylaw, duly adopted by the board of directors or by the stockholders, or by a 
duly adopted amendment to the certificate of incorporation. 

     3.3  ELECTION AND TERM OF OFFICE OF DIRECTORS.  Except as provided in 
Section 3.4 of these bylaws, directors shall be elected at each annual 
meeting of stockholders to hold office until the next annual meeting. Each 
director, including a director elected or appointed to fill a vacancy, shall 
hold office until the expiration of the term for which elected and until a 
successor has been elected and qualified. 

     3.4  RESIGNATION AND VACANCIES.  Any director may resign effective on 
giving written notice to the chairman of the board, the president, the 
secretary or the board of directors, unless the notice specifies a later time 
for that resignation to become effective. If the resignation of a director is 
effective at a future time, the board of directors may elect a successor to 
take office when the resignation becomes effective. 

     Vacancies in the board of directors may be filled by a majority of the 
remaining directors, even if less than a quorum, or by a sole remaining 
director; provided, a vacancy created by the removal of a director by the 
vote of the stockholders or by court order may be filled only by the 
affirmative vote of a majority of the shares represented and voting at a duly 
held meeting at which a quorum is present (which shares voting affirmatively 


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also constitute a majority of the required quorum). Each director so elected 
shall hold office until the next annual meeting of the stockholders and until 
a successor has been elected and qualified. 

     Unless otherwise provided in the certificate of incorporation or these 
bylaws: 

          (1)  Vacancies and newly created directorships resulting from any
     increase in the authorized number of directors elected by all of the
     stockholders having the right to vote as a single class may be filled by 
     a majority of the directors then in office, although less than a quorum, 
     or by a sole remaining director. 

          (2)  Whenever the holders of any class or classes of stock or series
     thereof are entitled to elect one or more directors by the provisions of 
     the certificate of incorporation, vacancies and newly created 
     directorships of such class or classes or series may be filled by a 
     majority of the directors elected by such class or classes or series 
     thereof then in office, or by a sole remaining director so elected. 

     If at any time, by reason of death or resignation or other cause, the 
corporation should have no directors in office, then any officer or any 
stockholder or an executor, administrator, trustee or guardian of a 
stockholder, or other fiduciary entrusted with like responsibility for the 
person or estate of a stockholder, may call a special meeting of stockholders 
in accordance with the provisions of the certificate of incorporation or 
these bylaws, or may apply to the Court of Chancery for a decree summarily 
ordering an election as provided in Section 211 of the General Corporation 
Law of Delaware. 

     If, at the time of filling any vacancy or any newly created 
directorship, the directors then in office constitute less than a majority of 
the whole board (as constituted immediately prior to any such increase), then 
the Court of Chancery may, upon application of any stockholder or 
stockholders holding at least ten (10) percent of the total number of the 
shares at the time outstanding having the right to vote for such directors, 
summarily order an election to be held to fill any such vacancies or newly 
created directorships, or to replace the directors chosen by the directors 
then in office as aforesaid, which election shall be governed by the 
provisions of Section 211 of the General Corporation Law of Delaware 
(relating to meetings of stockholders) as far as applicable. 

     3.5  REMOVAL OF DIRECTORS.  Unless otherwise restricted by statute, by 
the certificate of incorporation or by these bylaws, 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. 

     3.6  PLACE OF MEETINGS; MEETINGS BY TELEPHONE.  Regular meetings of the 
board of directors may be held at any place within or outside the State of 
Delaware that has been designated from time to time by resolution of the 
board. In the absence of such a designation, regular meetings shall be held 
at the principal executive office of the corporation. Special meetings of the 
board may be held at any place within or outside the State of Delaware that 
has been designated in the notice of the meeting or, if not stated in the 
notice or if there is no notice, at the principal executive office of the 
corporation. 

     Any meeting of the board, regular or special, may be held by conference 
telephone or similar communication equipment, so long as all directors 
participating in the meeting can hear one another; and all such directors 
shall be deemed to be present in person at the meeting. 

     3.7  REGULAR MEETINGS.  Regular meetings of the board of directors may 
be held without notice if the times of such meetings are fixed by the board 
of directors. If any regular meeting day shall fall on a legal holiday, then 
the meeting shall be held at the same time and place on the next succeeding 
full business day. 


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     3.8  SPECIAL MEETINGS; NOTICE.  Special meetings of the board of 
directors for any purpose or purposes may be called at any time by the 
chairman of the board, the president, the secretary or any two directors. 

     Notice of the time and place of special meetings shall be delivered 
personally or by telephone to each director or sent by first-class mail or 
telegram, charges prepaid, addressed to each director at that director's 
address as it is shown on the records of the corporation. If the notice is 
mailed, it shall be deposited in the United States mail at least four (4) 
days before the time of the holding of the meeting. If the notice is 
delivered personally or by telephone or telegram, it shall be delivered 
personally or by telephone or to the telegraph company at least forty-eight 
(48) hours before the time of the holding of the meeting. Any oral notice 
given personally or by telephone may be communicated either to the director 
or to a person at the office of the director who the person giving the notice 
has reason to believe will promptly communicate it to the director. The 
notice need not specify the purpose or the place of the meeting, if the 
meeting is to be held at the principal executive office of the corporation. 

     3.9  QUORUM.  A majority of the authorized number of directors shall 
constitute a quorum for the transaction of business, except to adjourn as 
provided in Section 3.11 of these bylaws. Every act or decision done or made 
by a majority of the directors present at a duly held meeting at which a 
quorum is present shall be regarded as the act of the board of directors, 
subject to the provisions of the certificate of incorporation and applicable 
law. 

     A meeting at which a quorum is initially present may continue to 
transact business notwithstanding the withdrawal of directors, if any action 
taken is approved by at least a majority of the required quorum for that 
meeting. 

     3.10  WAIVER OF NOTICE.  Notice of a meeting need not be given to any 
director (i) who signs a waiver of notice or a consent to holding the meeting 
or an approval of the minutes thereof, whether before or after the meeting, 
or (ii) who attends the meeting other than for the express purpose of 
objecting at the beginning of the meeting of the transaction of any business 
because the meeting is not lawfully called or convened. All such waivers, 
consents, and approvals shall be filed with the corporate records or made 
part of the minutes of the meeting. A waiver of notice need not specify the 
purpose of any regular or special meeting of the board of directors. 

     3.11  ADJOURNMENT.  A majority of the directors present, whether or not 
constituting a quorum, may adjourn any meeting to another time and place. 

     3.12  NOTICE OF ADJOURNMENT.  Notice of the time and place of holding an 
adjourned meeting need not be given unless the meeting is adjourned for more 
than twenty-four (24) hours. If the meeting is adjourned for more than 
twenty-four (24) hours, then notice of the time and place of the adjourned 
meeting shall be given before the adjourned meeting takes place, in the 
manner specified in Section 3.8 of these bylaws, to the directors who were 
not present at the time of the adjournment. 

     3.13  BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.  Any action 
required or permitted to be taken by the board of directors may be taken 
without a meeting, provided that all members of the board individually or 
collectively consent in writing to that action. Such action by written 
consent shall have the same force and effect as a unanimous vote of the board 
of directors. Such written consent and any counterparts thereof shall be 
filed with the minutes of the proceedings of the board. 


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     3.14  FEES AND COMPENSATION OF DIRECTORS.  Directors and members of 
committees may receive such compensation, if any, for their services and such 
reimbursement of expenses as may be fixed or determined by resolution of the 
board of directors. This Section 3.14 shall not be construed to preclude any 
director from serving the corporation in any other capacity as an officer, 
agent, employee or otherwise and receiving compensation for those services. 

     3.15  APPROVAL OF LOANS TO OFFICERS.  The corporation may lend money or 
property to, or guarantee the obligations of, or otherwise assist any officer 
or other employee of the corporation or its parent or any subsidiary, whether 
or not a director of the corporation or its parent or any subsidiary, 
whenever, in the judgment of the directors, such loan, guaranty or assistance 
may reasonably be expected to benefit the corporation. The loan, guaranty or 
other assistance may be with or without interest and may be unsecured, or 
secured in such manner as the board of directors shall approve, including, 
without limitation, a pledge of shares of stock of the corporation. Nothing 
contained in this section shall be deemed to deny, limit or restrict the 
powers of guaranty or warranty of the corporation at common law or under any 
statute. 

     3.16  SOLE DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION.  In the 
event only one director is required by these bylaws or the certificate of 
incorporation, then any reference herein to notices, waivers, consents, 
meetings or other actions by a majority or quorum of the directors shall be 
deemed to refer to such notice, waiver, etc., by such sole director, who 
shall have all the rights and duties and shall be entitled to exercise all of 
the powers and shall assume all the responsibilities otherwise herein 
described as given to the board of directors. 

     3.17  NOMINATION OF DIRECTORS; STOCKHOLDER BUSINESS AT ANNUAL MEETINGS. 
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 the election of directors may be made by the board of 
directors or any nominating committee appointed by the board of directors or 
by any stockholder entitled to vote in the election of directors generally. 
However, a stockholder generally entitled to vote in the election of 
directors may nominate one or more persons for election as directors at a 
meeting only if written notice of such stockholder's intent to make such 
nomination or nominations has been given, either by personal delivery or by 
United States mail, postage prepaid, to the secretary of the corporation not 
later than (i) with respect to an election to be held at an annual meeting of 
stockholders, 60 days in advance of such meeting and (ii) with respect to an 
election to be held at a special meeting of stockholders for the election of 
directors, the close of business on the seventh day following the date on 
which notice of such meeting is first given to stockholders. Each such notice 
shall set forth the following information: (a) the name and address of the 
stockholder who intends to make the nomination and of the person or persons 
to be nominated; (b) a representation that the stockholder is a holder of 
record of stock of the corporate on entitled to vote at such meeting and 
intends to appear in person or by proxy at the meeting to nominate the person 
or persons specified in the notice; (c) a description of all arrangements or 
understandings between the stockholder, each nominee or any other person or 
persons (naming such person or persons) pursuant to which the nomination or 
nominations are to be made by the stockholder; (d) such other information 
regarding each nominee proposed by such stockholder as would be required to 
be included in a proxy statement filed pursuant to the proxy rules of the 
Securities and Exchange Commission, had the nominee been nominated, or 
intended to be nominated, by the board of directors of the corporation; and 
(e) the consent of each nominee to serve as a director of the corporation if 
so elected. At the request of the board of directors any person nominated by 
the board of directors for election as a director shall furnish to the 
secretary of the corporation that information required to be set forth in a 
stockholder's notice of nomination which pertains to the nominee. No person 
shall be eligible for election as a director of the corporation unless 
nominated in accordance with the procedures set forth herein. A majority of 
the board of directors may reject any nomination by a stockholder not timely 
made or otherwise not in accordance with the terms of this Section 3.17. If a 
majority of the board of directors reasonably determines that the information 
provided in a stockholder's notice does not satisfy the informational 


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requirements of this Section 3.17 in any material respect, the secretary of 
the corporation shall promptly notify such stockholder of the deficiency in 
writing. The stockholder shall have an opportunity to cure the deficiency by 
providing additional information to the secretary within such period of time, 
not to exceed ten (10) days from the date such deficiency notice is given to 
the stockholder, as a majority of the board of directors shall reasonably 
determine. If the deficiency is not cured within such period, or if a 
majority of the board of directors reasonably determines that the additional 
information provided by the stockholder, together with the information 
previously provided, does not satisfy the requirements of this Section 3.17 
in any material respect, then a majority of the board of directors may reject 
such stockholder's nomination. The secretary of the corporation shall notify 
a stockholder in writing whether the stockholder's nomination has been made 
in accordance with the time and information requirements of this Section 
3.17. 

     At an annual meeting of the stockholders, only such business shall be 
conducted as shall have been brought before the meeting (i) by or at the 
direction of the chairman of the meeting or (ii) by any stockholder of the 
corporation who complies with the notice procedures set forth in this Section 
3.17. 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 
must be delivered to or mailed and received at the principal executive 
offices of the corporation not less than 60 days prior to the meeting; 
provided, however, that in the event that less than 70 days notice or prior 
public disclosure of the date of the meeting is given or made to 
stockholders, notice by the stockholder to be timely must be received not 
later than the close of business on the tenth day following the earlier of 
the day on which such notice of the date of the annual meeting was mailed or 
such public disclosure was made. A stockholder's notice to the secretary 
shall set forth as to each matter the stockholder proposes to bring before 
the annual meeting the following information: (a) 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, (b) the name and address, as 
they appear on the corporation's books, of the stockholder proposing such 
business, (c) the class and number of shares of the corporation which are 
beneficially owned by the stockholder and (d) any material direct or indirect 
interest, financial or otherwise of the stockholder or its affiliates or 
associates in such business. The board of directors may reject any 
stockholder proposal not timely made in accordance with this Section 3.17. If 
the board of directors determines that the information provided in a 
stockholder's notice does not satisfy the informational requirements hereof, 
the secretary of the corporation shall promptly notify such stockholder of 
the deficiency in the notice. The stockholder shall then have an opportunity 
to cure the deficiency by providing additional information to the secretary 
within such period of time, not to exceed ten days from the date such 
deficiency notice is given to the stockholder, as the board of directors 
shall determine. If the deficiency is not cured within such period, or if the 
board of directors determines that the additional information provided by the 
stockholder, together with the information previously provided, does not 
satisfy the requirements of this Section 3.17, then the board of directors 
may reject such stockholder's proposal. The secretary of the corporation 
shall notify a stockholder in writing whether the stockholder's proposal has 
been made in accordance with the time and information requirements hereof. 

     This provision shall not prevent the consideration and approval or 
disapproval at an annual meeting of reports of officers, directors and 
committees of the board of directors, but in connection therewith no new 
business shall be acted upon at any such meeting unless stated, filed and 
received as herein provided. Notwithstanding anything in these bylaws to the 
contrary, no business shall be conducted at an annual meeting except in 
accordance with procedures set forth in this Section 3.17. 



                             ARTICLE IV
                             COMMITTEES


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      4.1  COMMITTEES OF DIRECTORS.  The board of directors may, by 
resolution adopted by a majority of the authorized number of directors, 
designate one (1) or more committees, each consisting of one (1) or more 
directors, to serve at the pleasure of the board. The board may designate one 
(1) or more directors as alternate members of any committee, who may replace 
any absent member at any meeting of the committee. The appointment of members 
or alternate members of a committee requires the vote of a majority of the 
authorized number of directors. Any committee, to the extent provided in the 
resolution of the board, shall have all the authority of the board, but no 
such committee shall have the power and authority to (i) amend the 
certificate of incorporation (except that a committee may, to the extent 
authorized in the resolution or resolutions providing for the issuance of 
shares of stock adopted by the board of directors as provided in Section 
151(a) of the General Corporation Law of Delaware, fix the designations and 
any of the preferences or rights of such shares relating to dividends, 
redemption, dissolution, any distribution of assets of the corporation or the 
conversion into, or the exchange of such shares for, shares of any other 
class or classes or any other series of the same or any other class or 
classes of stock of the corporation), (ii) adopt an agreement of merger or 
consolidation under Sections 251 or 252 of the General Corporation Law of 
Delaware (relating to mergers and consolidations of domestic and foreign 
corporations), (iii) recommend to the stockholders the sale, lease or 
exchange of all or substantially all of the corporation's property and 
assets, (iv) recommend to the stockholders a dissolution of the corporation 
or a revocation of a dissolution or (v) amend the bylaws of the corporation; 
and, unless the board resolution establishing the committee, the bylaws or 
the certificate of incorporation expressly so provide, no such committee 
shall have the power or authority to declare a dividend, to authorize the 
issuance of stock, or to adopt a certificate of ownership and merger pursuant 
to Section 253 of the General Corporation Law of Delaware (relating to 
mergers of parent and subsidiary corporations). 

     4.2  MEETINGS AND ACTION OF COMMITTEES.  Meetings and actions of 
committees shall be governed by, and held and taken in accordance with, the 
provisions of Article III of these bylaws: Section 3.6 (place of meetings; 
meetings by telephone), Section 3.7 (regular meetings), Section 3.8 (special 
meetings; notice), Section 3.9 (quorum), Section 3.10 (waiver of notice), 
Section 3.11 (adjournment), Section 3.12 (notice of adjournment) and Section 
3.13 (board action by written consent without meeting), with such changes in 
the context of those bylaws as are necessary to substitute the committee and 
its members for the board of directors and its members; provided, however, 
that the time of regular meetings of committees may be determined either by 
resolution of the board of directors or by resolution of the committee, that 
special meetings of committees may also be called by resolution of the board 
of directors, and that notice of special meetings of committees shall also be 
given to all alternate members, who shall have the right to attend all 
meetings of the committee. The board of directors may adopt rules for the 
government of any committee not inconsistent with the provisions of these 
bylaws. 

     4.3  COMMITTEE MINUTES.  Each committee shall keep regular minutes of 
its meetings and report the same to the board of directors when required. 



                              ARTICLE V
                              OFFICERS


     5.1  OFFICERS.  The corporate officers of the corporation shall be a 
president, a secretary, and a chief financial officer. The corporation  may 
also have, at the discretion of the board of directors, a chairman of the 
board, one or more vice presidents (however denominated), one or more 
assistant secretaries, and such other 


<PAGE>

officers as may be appointed in accordance  with the provisions of Section 
5.3 of these bylaws. Any number of offices may be held by the same person. 

     5.2  ELECTION OF OFFICERS.  The corporate officers of the corporation, 
except such officers as may be appointed in accordance with the provisions of 
Section 5.3 or Section 5.5 of these bylaws, shall be chosen by the board, 
subject to the rights, if any, of an officer under any contract of 
employment, and shall hold their respective offices for such terms as the 
board of directors may from time to time determine. 

     5.3  SUBORDINATE OFFICERS.  The board of directors may appoint, or may 
empower the president to appoint, such other officers as the business of the 
corporation may require, each of whom shall hold office for such period, have 
such authority, and perform such duties as are provided in these bylaws or as 
the board of directors may from time to time determine, and, in the case of 
an officer chosen by the president, by the president. 

     5.4  REMOVAL AND RESIGNATION OF OFFICERS.  Subject to the rights, if 
any, of an officer under any contract of employment, any officer may be 
removed, either with or without cause, by the board of directors at any 
regular or special meeting of the board or, except in case of an officer 
chosen by the board of directors, by any officer upon whom such power of 
removal may be conferred by the board of directors, and, in the case of an 
officer chosen by the president, by the president. 

     Any officer may resign at any time by giving written notice to the 
corporation. Any resignation shall take effect at the date of the receipt of 
that notice or at any later time specified in that notice; and, unless 
otherwise specified in that notice, the acceptance of the resignation shall 
not be necessary to make it effective. Any resignation is without prejudice 
to the rights, if any, of the corporation under any contract to which the 
officer is a party. 

     5.5  VACANCIES IN OFFICES.  A vacancy in any office because of death, 
resignation, removal, disqualification or any other cause shall be filled in 
the manner prescribed in these bylaws for regular appointments to that 
office. 

     5.6  CHAIRMAN OF THE BOARD.  The chairman of the board, if such an 
officer be elected, shall, if present, preside at meetings of the board of 
directors and exercise and perform such other powers and duties as may from 
time to time be assigned to him or her by the board of directors or as may be 
prescribed by these bylaws. If there is no president, then the chairman of 
the board shall also be the chief executive officer of the corporation and 
shall have the powers and duties prescribed in Section 5.7 of these bylaws. 

     5.7  PRESIDENT.  Subject to such supervisory powers, if any, as may be 
given by the board of directors to the chairman of the board, if there be 
such an officer, the president shall be the chief executive officer of the 
corporation and shall, subject to the control of the board of directors, have 
general supervision, direction, and control of the business and the officers 
of the corporation. The president shall preside at all meetings of the 
stockholders and, in the absence or nonexistence of a chairman of the board, 
at all meetings of the board of directors. The president shall have the 
general powers and duties of management usually vested in the office of 
president of a corporation, and shall have such other powers and duties as 
may be prescribed by the board of directors or these bylaws. 

     5.8  VICE PRESIDENTS.  In the absence or disability of the president, 
the vice presidents, if any, in order of their rank as fixed by the board of 
directors or, if not ranked, a vice president designated by the board of 
directors, shall perform all the duties of the president and when so acting 
shall have all the powers of, and be subject to all the restrictions upon, 
the president. The vice presidents shall have such other powers and perform 


<PAGE>

such other duties as from time to time may be prescribed for them 
respectively by the board of directors, these bylaws, the president or the 
chairman of the board. 

     5.9  SECRETARY.  The secretary shall keep or cause to be kept, at the 
principal executive office of the corporation or such other place as the 
board of directors may direct, a book of minutes of all meetings and actions 
of directors, committees of directors and stockholders. The minutes shall 
show the time and place of each meeting, whether regular or special (and, if 
special, how authorized and the notice given), the names of those present at 
directors' meetings or committee meetings, the number of shares present or 
represented at stockholders' meetings, and the proceedings thereof. 

     The secretary shall keep, or cause to be kept, at the principal 
executive office of the corporation or at the office of the corporation's 
transfer agent or registrar, as determined by resolution of the board of 
directors, a share register, or a duplicate share register, showing the names 
of all stockholders and their addresses, the number and classes of shares 
held by each, the number and date of certificates evidencing such shares, and 
the number and date of cancellation of every certificate surrendered for 
cancellation. 

     The secretary shall give, or cause to be given, notice of all meetings 
of the stockholders and of the board of directors required to be given by law 
or by these bylaws. The secretary shall keep the seal of the corporation, if 
one be adopted in safe custody and shall have such other powers and perform 
such other duties as may be prescribed by the board of directors or by these 
bylaws. 

     5.10  CHIEF FINANCIAL OFFICER.  The chief financial officer shall keep 
and maintain, or cause to be kept and maintained, adequate and correct books 
and records of accounts of the properties and business transactions of the 
corporation, including accounts of its assets, liabilities, receipts, 
disbursements, gains, losses, capital, retained earnings, and shares. The 
books of account shall at all reasonable times be open to inspection by any 
director. 

     The chief financial officer shall deposit all money and other valuables 
in the name and to the credit of the corporation with such depositories as 
may be designated by the board of directors. He or she shall disburse the 
funds of the corporation as may be ordered by the board of directors, shall 
render to the president and directors, whenever they request it, an account 
of all of his or her transactions as chief financial officer and of the 
financial condition of the corporation, and shall have such other powers and 
perform such other duties as may be prescribed by the board of directors or 
these bylaws. 

     5.11  AUTHORITY AND DUTIES OF OFFICERS.  In addition to the foregoing 
powers, authority and duties, all officers of the corporation shalt 
respectively have such authority and powers and perform such duties in the 
management of the business of the corporation as may be designated from time 
to time by the board of directors. 



                             ARTICLE VI
         INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
                          AND OTHER AGENTS


     6.1  INDEMNIFICATION OF DIRECTORS AND OFFICERS.  The corporation shall, 
to the maximum extent and in the manner permitted by the General Corporation 
Law of Delaware as the same now exists or may hereafter be amended, indemnify 
any person against expenses (including attorneys' fees), judgments, fines, 
and amounts paid in settlement actually and reasonably incurred in connection 
with any threatened, pending or completed action, 


<PAGE>

suit, or proceeding in which such person was or is a party or is threatened 
to be made a party by reason of the fact that such person is or was a 
director or officer of the corporation. For purposes of this Section 6.1, a 
"director" or "officer" of the corporation shall mean any person (i) who is 
or was a director or officer of the corporation, (ii) who is or was serving 
at the request of the corporation as a director or officer of another 
corporation, partnership, joint venture, trust or other enterprise, or (iii) 
who was a director or officer of a corporation which was a predecessor 
corporation of the corporation or of another enterprise at the request of 
such predecessor corporation. 

     The corporation shall be required to indemnify a director or officer in 
connection with an action, suit, or proceeding (or part thereof) initiated by 
such director or officer only if the initiation of such action, suit, or 
proceeding (or part thereof) by the director or officer was authorized by the 
board of directors of the corporation. 

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

     6.2  INDEMNIFICATION OF OTHERS.  The corporation shall have the power, 
to the maximum extent and in the manner permitted by the General Corporation 
Law of Delaware as the same now exists or may hereafter be amended, to 
indemnify any person (other than directors and officers) against expenses 
(including attorneys' fees), judgments, fines, and amounts paid in settlement 
actually and reasonably incurred in connection with any threatened, pending 
or completed action, suit, or proceeding, in which such person was or is a 
party or is threatened to be made a party by reason of the fact that such 
person is or was an employee or agent of the corporation. For purposes of 
this Section 6.2, an "employee" or "agent" of the corporation (other than a 
director or officer) shall mean any person (i) who is or was an employee or 
agent of the corporation, (ii) who is or was serving at the request of the 
corporation as an employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise, or (iii) who was an employee or 
agent of a corporation which was a predecessor corporation of the corporation 
or of another enterprise at the request of such predecessor corporation. 

     6.3  PAYMENT OF EXPENSES IN ADVANCE.  Corporation shall pay the expenses 
(including attorney's fees) incurred by a director or officer of the 
corporation entitled to indemnification hereunder in defending any action, 
suit or proceeding referred to in this Section 6.1 in advance of its final 
disposition; provided, however, that payment of expenses incurred by a 
director or officer of the corporation in advance of the final disposition of 
such action, suit or proceeding shall be made only upon receipt of an 
undertaking by the director or officer to repay all amounts advanced if it 
should ultimately be determined that the director or officer is not entitled 
to be indemnified under this Section 6.1 or otherwise. 

     6.4  INDEMNITY NOT EXCLUSIVE.  The rights conferred on any person by 
this Article shall not be exclusive of any other rights which such person may 
have or hereafter acquire under any statute, provision of the corporation's 
Certificate of Incorporation, these bylaws, agreement, vote of the 
stockholders or disinterested directors or otherwise. 

     6.5  INSURANCE INDEMNIFICATION.  The corporation may purchase and 
maintain insurance on behalf of any person who 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, partnership, joint venture, trust or other enterprise against 
any liability asserted against him or her and incurred by him or her in any 
such capacity, or arising out of his or her status as such, whether or not 
the corporation would have the power to indemnify him or her against such 
liability under the provisions of the General Corporation Law of Delaware. 


<PAGE>

                             ARTICLE VII
                         RECORDS AND REPORTS


     7.1  MAINTENANCE AND INSPECTION OF SHARE REGISTER.  The corporation 
shall keep either at its principal executive office or at the office of its 
transfer agent or registrar (if either be appointed), as determined by 
resolution of the board of directors, a record of its stockholders listing 
the names and addresses of all stockholders and the number and class of 
shares held by each stockholder. 

     Any stockholder of record, in person or by attorney or other agent, 
shall, upon written demand under oath stating the purpose thereof, have the 
right during the usual hours for business to inspect for any proper purpose 
the corporation's stock ledger, a list of its stockholders, and its other 
books and records and to make copies or extracts therefrom. A proper purpose 
shall mean a purpose reasonably related to such person's interest as a 
stockholder. In every instance where an attorney or other agent is the person 
who seeks the right to inspection, the demand under oath shall be accompanied 
by a power of attorney or such other writing that authorizes the attorney or 
other agent to so act on behalf of the stockholder. The demand under oath 
shall be directed to the corporation at its registered office in Delaware or 
at its principal place of business. 

     7.2  INSPECTION BY DIRECTORS.  Any director shall have the right to 
examine the corporation's stock ledger, a list of its stockholders and its 
other books and records for a purpose reasonably related to his or her 
position as a director. 

     7.3  ANNUAL REPORT TO STOCKHOLDERS.  The board of directors shall 
present at each annual meeting of the stockholders a full and clear statement 
of the business and condition of the corporation. 

     7.4  REPRESENTATION OF SHARES OF OTHER CORPORATIONS.  The chairman of 
the board, the president, any vice president, the chief financial officer, 
the secretary or assistant secretary of this corporation, or any other person 
authorized by the board of directors or the president or a vice president, is 
authorized to vote, represent, and exercise on behalf of this corporation all 
rights incident to any and all shares of any other corporation or 
corporations standing in the name of this corporation. The authority herein 
granted may be exercised either by such person directly or by any other 
person authorized to do so by proxy or power of attorney duly executed by 
such person having the authority. 

     7.5  CERTIFICATION AND INSPECTION OF BYLAWS.  The original or a copy of 
these bylaws, as amended or otherwise altered to date, certified by the 
secretary, shall be kept at the corporation's principal executive office and 
shall be open to inspection by the stockholders of the corporation, at all 
reasonable times during office hours. 



                            ARTICLE VIII
                           GENERAL MATTERS


     8.1  RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING.  For 
purposes of determining the stockholders entitled to receive payment of any 
dividend or other distribution or allotment of any rights or the stockholders 
entitled to exercise any rights in respect of any other lawful action, the 
board of directors may fix, in advance, a record date, which shall not be 
more than sixty (60) days before any such action. In that case, only 
stockholders of record at the close of business on the date so fixed are 
entitled to receive the dividend, 


<PAGE>

distribution or allotment of rights, or to exercise such rights, as the case 
may be, notwithstanding any transfer of any shares on the books of the 
corporation after the record date so fixed, except as otherwise provided in 
the Code. 

     If the board of directors does not so fix a record date, then the record 
date for determining stockholders for any such purpose shall be at the close 
of business on the day on which the board adopts the applicable resolution. 

     8.2  CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS.  From time to time, the 
board of directors shall determine by resolution which person or persons may 
sign or endorse all checks, drafts, other orders for payment of money, notes 
or other evidences of indebtedness that are issued in the name of or payable 
to the corporation, and only the persons so authorized shall sign or endorse 
those instruments. 

     8.3  CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED.  The board of 
directors, except as otherwise provided in these bylaws, may authorize any 
officer or officers, or agent or agents, to enter into any contract or 
execute any instrument in the name of and on behalf of the corporation; such 
authority may be general or confined to specific instances. Unless so 
authorized or ratified by the board of directors or within the agency power 
of an officer, no officer, agent or employee shall have any power or 
authority to bind the corporation by any contract or engagement or to pledge 
its credit or to render it liable for any purpose or for any amount. 

     8.4  CERTIFICATES FOR SHARES.  The shares of the corporation shall be 
represented by certificates, provided that the board of directors of the 
corporation may provide by resolution or resolutions that some or all of any 
or all classes or series of its stock shall be uncertificated shares. Any 
such resolution shall not apply to shares represented by a certificate until 
such certificate is surrendered to the corporation. Notwithstanding the 
adoption of such a resolution by the board of directors, every holder of 
stock represented by certificates and, upon request, every holder of 
uncertificated shares, shall be entitled to have a certificate signed by, or 
in the name of the corporation by, the chairman or vice-chairman of the board 
of directors, or the president or vice-president, and by the chief financial 
officer, or the secretary or an assistant secretary of such corporation 
representing the number of shares registered in certificate form. Any or all 
of the signatures on the certificate may be a facsimile. In case any officer, 
transfer agent or registrar who has signed or whose facsimile signature has 
been placed upon a certificate has ceased to be such officer, transfer agent 
or registrar before such certificate is issued, it may be issued by the 
corporation with the same effect as if he or she were such officer, transfer 
agent or registrar at the date of issue. 

     Certificates for shares shall be of such form and device as the board of 
directors may designate and shall state the name of the record holder of the 
shares represented thereby; its number; date of issuance; the number of 
shares for which it is issued; a summary statement or reference to the 
powers, designations, preferences or other special rights of such stock and 
the qualifications, limitations or restrictions of such preferences and/or 
rights, if any; a statement or summary of liens, if any, a conspicuous notice 
of restrictions upon transfer or registration of transfer, if any, a 
statement as to any applicable voting trust agreement; and, if the shares be 
assessable, or, if assessments are collectible by personal action, a plain 
statement of such facts. 

     Upon surrender to the secretary or transfer agent of the corporation of 
a certificate for shares duly endorsed or accompanied by proper evidence of 
succession, assignment or authority to 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. 


<PAGE>

     The corporation may issue the whole or any part of its shares as partly 
paid and subject to call for the remainder of the consideration to be paid 
therefor. Upon the face or back of each stock certificate issued to represent 
any such partly paid shares, or upon the books and records of the corporation 
in the case of uncertificated partly paid shares, the total amount of the 
consideration to be paid therefor and the amount paid thereon shall be 
stated. Upon the declaration of any dividend on fully paid shares, the 
corporation shall declare a dividend upon partly paid shares of the same 
class, but only upon the basis of the percentage of the consideration 
actually paid thereon. 

     8.5  SPECIAL DESIGNATION ON CERTIFICATES.  If the corporation is 
authorized to issue more than one class of stock or more than one series of 
any class, then the powers, the designations, the preferences and the 
relative, participating, optional or other special rights of each class of 
stock or series thereof and the qualifications, limitations or restrictions 
of such preferences and/or rights shall be set forth in full or summarized on 
the face or back of the certificate that the corporation shall issue to 
represent such class or series of stock; provided, however, that, except as 
otherwise provided in Section 202 of the General Corporation Law of Delaware 
(relating to transfers of stock, stock certificates and undercertificated 
stock), in lieu of the foregoing requirements there may be set forth on the 
face or back of the certificate that the corporation shall issue to represent 
such class or series of stock a statement that the corporation will furnish 
without charge to each stockholder who so requests the powers, the 
designations, the preferences and the relative, participating, optional or 
other special rights of each class of stock or series thereof and the 
qualifications, limitations or restrictions of such preferences and/or 
rights. 

     8.6  LOST CERTIFICATES.  Except as provided in this Section 8.6, no new 
certificates for shares shall be issued to replace a previously issued 
certificate unless the latter is surrendered to the corporation and canceled 
at the same time. The board of directors may, in case any share certificate 
or certificate for any other security is lost, stolen or destroyed, authorize 
the issuance of replacement certificates on such terms and conditions as the 
board may require; the board may require indemnification of the corporation 
secured by a bond or other adequate security sufficient to protect the 
corporation against any claim that may be made against it, including any 
expense or liability, on account of the alleged loss, theft or destruction of 
the certificate or the issuance of the replacement certificate. 

     8.7  TRANSFER AGENTS AND REGISTRARS.  The board of directors may appoint 
one or more transfer agents or transfer clerks, and one or more registrars, 
each of which shall be an incorporated bank or trust company, either domestic 
or foreign, who shall be appointed at such times and places as the 
requirements of the corporation may necessitate and the board of directors 
may designate. 

     8.8  CONSTRUCTION; DEFINITIONS.  Unless the context requires otherwise, 
the general provisions, rules of construction, and definitions in the Code 
shall govern the construction of these bylaws. Without limiting the 
generality of this provision, the singular number includes the plural, the 
plural number includes the singular, and the term "person" includes both a 
corporation and a natural person. 



                             ARTICLE IX
                             AMENDMENTS


     The original or other bylaws of the corporation may be adopted, amended 
or repealed by the stockholders entitled to vote; provided, however, that the 
corporation may, in its certificate of incorporation, confer the power to 
adopt, amend or repeal bylaws upon the directors. The fact that such power 
has been so conferred upon the directors shall not divest the stockholders of 
the power, nor limit their power to adopt, amend or repeal bylaws.