Exhibit 3(b)  REVISED and RESTATED

                             ADOPTED MARCH 31, 1981
                                     BY-LAWS

                        BIOSEARCH MEDICAL PRODUCTS, INC.
                            A NEW JERSEY CORPORATION

                                (REVISED 3/11/92)

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                                                                  BIOBLWS2.392

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                               TABLE OF CONTENTS

      ARTICLE I - OFFICES..................................................  1
            SECTION 1.  REGISTERED OFFICE..................................  1
            SECTION 2.  OTHER OFFICES:.....................................  1


      ARTICLE II - MEETINGS OF SHAREHOLDERS................................  1
            SECTION 1.  ANNUAL MEETINGS....................................  1
            SECTION 2.  VOTING.............................................  1
            SECTION 3.  QUORUM.............................................  2
            SECTION 4.  SPECIAL MEETINGS...................................  2
            SECTION 5.  NOTICE OF MEETINGS.................................  3
            SECTION 6.  ACTION WITHOUT MEETING.............................  3


      ARTICLE III **** - DIRECTORS.........................................  4
            SECTION 1.  NUMBER AND TERM....................................  4
            SECTION 2.  RESIGNATIONS.......................................  4
            SECTION 3.  VACANCIES..........................................  4
            SECTION 4.  REMOVAL............................................  4
            SECTION 5.  INCREASE OF NUMBER.................................  5
            SECTION 6.  POWERS.............................................  5
            SECTION 7.  MEETINGS...........................................  5

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            SECTION 8.  QUORUM.............................................  5
            SECTION 9.  COMPENSATION.......................................  6
            SECTION 10.  ACTION WITHOUT MEETING............................  6
            SECTION 11.  ACTION BY CONFERENCE TELEPHONE....................  6
            SECTION 12.  COMMITTEES........................................  6


      ARTICLE IV - OFFICERS................................................  7
            SECTION 1.  OFFICERS...........................................  7
            SECTION 2.  OTHER OFFICERS AND AGENTS..........................  7
            SECTION 3.  CHAIRMAN...........................................  8
            SECTION 4.  PRESIDENT..........................................  8
            SECTION 5.  VICE-PRESIDENT.....................................  8
            SECTION 6.  TREASURER..........................................  9
            SECTION 7.  SECRETARY..........................................  9


      ARTICLE V - MISCELLANEOUS............................................ 10
            SECTION 1.  CERTIFICATES....................................... 10
            SECTION 2.  LOST CERTIFICATES.................................. 10
            SECTION 3.  TRANSFER OF SHARES:................................ 10
            SECTION 4.  SHAREHOLDERS RECORD DATE........................... 11
            SECTION 5.  REGISTERED SHAREHOLDERS............................ 11
            SECTION 6.  DIVIDENDS.......................................... 11
            SECTION 7.  SEAL............................................... 11

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            SECTION 8.  FISCAL YEAR........................................ 11
            SECTION 9.  CHECKS............................................. 12
            SECTION 10.  NOTICE AND WAIVER OF NOTICE....................... 12


      ARTICLE VII - AMENDMENTS............................................. 12

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ARTICLE I - OFFICES

      SECTION 1. REGISTERED OFFICE: The registered office shall be established
and maintained at 35 Industrial Parkway, P.O. Box 1700, in the City of
Somerville, in the County of Somerset, in the State of New Jersey; and Manfred
F. Dyck shall be the registered agent of this Corporation in charge thereof.

      SECTION 2. OTHER OFFICES: The Corporation may have other offices, either
within or without the State of New Jersey, at such place or places as the Board
of Directors may from time to time appoint or the business of the Corporation
may require.

ARTICLE II - MEETINGS OF SHAREHOLDERS

      SECTION 1. ANNUAL MEETINGS: Annual Meetings of shareholders for the
election of directors and for such other business as may be stated in the notice
of the meeting, shall be held at the principal office of the Corporation or at
such other place, either within or without the State of New Jersey as the Board
of Directors, by resolution, shall determine, on the first day in May * of each
year or on such other date as shall be specified in the notice of the meeting.

      *  Amended on October 27, 1981 to substitute "May" for "October".

      If the date of the Annual Meeting shall fall upon a legal holiday, the
meeting shall be held on the next succeeding business day. At each Annual
Meeting, the shareholders entitled to vote shall elect a Board of Directors and
they may transact such other Corporate business as shall be stated in the notice
of the meeting.

      SECTION 2. VOTING: Each shareholder entitled to vote in accordance with
the terms of the Certificate of Incorporation and in accordance with the
provisions of these By-Laws shall be entitled to one

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vote, in person or by proxy, for each share entitled to vote held by such
shareholder, as of the date fixed as the record date for said meeting, but no
proxy shall be voted after eleven months from its date unless such proxy
provides for a longer period, but in no event shall a proxy be valid after three
years from the date of execution. Each proxy shall be delivered to the Secretary
prior to the holding of the meeting. The attendance at any meeting of any
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the proxy unless the stockholder so attending shall, in writing, so
notify the Secretary at any time prior to the voting of the proxy. Upon the
demand of any shareholder, before the voting begins, the vote for directors
shall be by ballot. All elections for directors shall be decided by plurality
vote; all other questions shall be decided by majority vote except as otherwise
provided by the Certificate of Incorporation or in the laws of the State of New
Jersey.

      A complete list of the shareholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the address of each, and the
number of shares held by each, shall be produced and kept at the time and place
of the meeting, during the whole time thereof, and may be inspected by any
shareholder who is present.

      SECTION 3. QUORUM: Except as otherwise required by law, by the Certificate
of Incorporation or by these By-Laws, the presence, in person or by proxy, of
shareholders holding a majority of the shares of the Corporation entitled to
vote shall constitute a quorum at all meetings of the shareholders. In case a
quorum shall not be present at any meeting, a majority in interest of the
shareholders entitled to vote thereat, present in person or by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of shares entitled to
vote shall be present. At any such adjourned meeting at which the requisite
amount of shares entitled to both shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed; but only those shareholders entitled to vote at any adjournment or
adjournments thereof.


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      SECTION 4. SPECIAL MEETINGS: Special meeting of the shareholders for any
purpose or purposes may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of the shareholders owning a majority of
the issued and outstanding capital stock of the Corporation, and may be held at
such time and place within or without the State of New Jersey, as shall be
stated in the notice of the meeting.

      SECTION 5. NOTICE OF MEETINGS: Written notice of each Annual Meeting,
stating the place, date and time of the meeting, and the purpose or purposes of
the meeting, shall be given to each shareholder entitled to vote there at his
address as it appears on the records of the Corporation, not less than ten days
nor more than sixty days before the date of the meeting.

      Written notice of special meetings of shareholders, stating the place,
date, time and purpose or purposes thereof, shall be served upon or mailed to
each shareholder entitled to vote thereat, at such address as appears on the
records of the Corporation, not less than ten days nor more than sixty days
before the date of the meeting.

      SECTION 6. ACTION WITHOUT MEETING: Any action required or permitted to be
taken at a meeting of shareholders by the laws of the State of New Jersey or the
Certificate of Incorporation or these By-Laws may be taken without a meeting if
all the shareholders entitled to vote thereon consent thereto in writing.

      Except as otherwise provided by the laws of the State of New Jersey, the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at a meeting of shareholders, other than the annual election of
directors, may be taken without a meeting upon the written consent of
shareholders who would have been entitled to cast the minimum number of votes
which would be necessary to authorize such action at a meeting at which all
shareholders entitled to vote thereon were present and voting. Except as
otherwise provided by the laws of the State of New Jersey, the Certificate of
Incorporation or these By-Laws,


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prompt notice of the action consented to, the proposed effective date of such
action and any conditions precedent to such action shall be given to all
non-consenting shareholders who would have been entitled to notice of a meeting
to vote upon such action, in accordance with the Business Corporation Act of the
State of New Jersey.

      Whenever any action is taken pursuant to shareholder consent as set forth
herein and in the laws of the State of New Jersey, the written consents of the
shareholders consenting thereto or the written report of inspectors appointed to
tabulate such consents shall be filed with the minutes of proceedings of
shareholders.

ARTICLE III **** - DIRECTORS

      SECTION 1. NUMBER AND TERM: The number of directors shall initially be
three. Thereafter, the number of directors may be determined from time to time
by the unanimous vote of the Board of Directors. The directors shall be elected
at the Annual Meeting of the shareholders and each director shall be elected to
serve until his successor shall be elected and qualify. Directors need not be
shareholders.

     *      Amended on October 27, 1981. The number of directors was increased
            from 3 to 4.

     **     Amended on January 27, 1984. The number of directors increased from
            4 to 5.

     ***    Amended on September 6, 1985 to increase number to 7.

     ****   Amended on April 29, 1987 to decrease number to 6.

     *****  Amended on February 22, 1989 to increase number to 7.

     ****** Amended on March 11, 1992 to decrease number to 6.

      SECTION 2. RESIGNATIONS: Any director, member of a committee or other
officer may resign at any time, absent any written contractual obligations of
appointment. Such resignation shall be made in


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writing, and shall take effect at the time specified therein, and if no time be
specified, at the time of its receipt by the President or Secretary. The
acceptance of a resignation shall not be necessary to make it effective.

      SECTION 3. VACANCIES: If the office of any director, member of a committee
or other office becomes vacant, the remaining directors in office (or the sole
or remaining director if only one director remains in office) may fill such
vacancy by unanimous vote of the Board of Directors for the unexpired term or
until the next election of directors; or any such vacancy on the Board of
Directors may be filled by the shareholders at any duly convened meeting.

      SECTION 4. REMOVAL: Any one or more of the directors may be removed for
cause, at any time, by vote of the shareholders holding a majority of the
outstanding shares of the Corporation entitled to vote, present in person or by
proxy, at any special meeting of the shareholders or, by action of the Board of
Directors at any regular or special meeting of the Board. A vacancy or vacancies
occurring from such removal may be filled at the special meeting of shareholders
or a regular or special meeting of the Board of Directors.

      SECTION 5. INCREASE OF NUMBER: Except as otherwise provided by the
Certificate of Incorporation, the number of directors may be increased by
amendment of these By-Laws by the affirmative vote of a majority of the
directors, though less than a quorum, or, by the affirmative vote of a majority
in interest of the shareholders, at the Annual Meeting or at a special meeting
called for that purpose, and by like vote the additional directors may be chosen
at such meeting of directors or shareholders to hold office until the next
annual election and until their successors are elected and qualify.

      SECTION 6. POWERS: The property and business of the Corporation shall be
managed by the Board of Directors who may exercise all such 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 by-Laws directed or required to be
exercised or done by the shareholders.


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      SECTION 7. MEETINGS: Regular meetings of the directors may be held without
notice at such places and times as shall be determined from time to time by
resolution of the directors.

      Special meetings of the Board may be called by the President or by the
Secretary or on the written request of any two directors on at least two days'
notice to each director either personally or by mail or telegram and shall be
held at such place or places as may be determined by the directors, or as shall
be stated in the call of the meeting.

      Notice of any special meetings of the Board of Directors may be waived by
instrument in writing signed by all the directors.

      Business transacted at all special meetings of the Board of Directors
shall be confined to the objects set forth in the notice of the meeting.

      SECTION 8. QUORUM: At all meetings of the Board, the presence of a
majority of the directors shall be necessary and sufficient to constitute a
quorum for the transaction of business. The act of a majority of those present
at any meeting at which a quorum is present shall be the act of the Board of
Directors except as may be otherwise specifically provided by statute, by the
Certificate of Incorporation or by these By-Laws. If at any meeting of the Board
there shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum is obtained, and no further
notice thereof need by given other than by announcement at the meeting which
shall be so adjourned.

      SECTION 9. COMPENSATION: Directors, as such, shall not receive any stated
salary for their services as directors or as members of the Executive Committee,
but by resolution of the Board a fixed fee and expenses, if any, of attendance
may be allowed for attendance at each regular or special meeting. Nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity as an officer, agent or otherwise, and
receiving compensation therefor.**

     *    Resolution passed October 27, 1981 to provide for Directors' fees of
          $450 per director per regular or special meeting.


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     **   Resolution passed on June 5, 1985 to provide that fees be increased to
          $750 for each meeting attended and $200 for telephone conference
          meeting.

      SECTION 10. ACTION WITHOUT MEETING: Any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee thereof, may
be taken without a meeting, if prior or subsequent to such action a written
consent thereto is signed by all members of the Board, or of such committee as
the case may be, and such written consent is filed with the minutes of
proceedings of the Board or committee.

      SECTION 11. ACTION BY CONFERENCE TELEPHONE: Any or all of the directors
may participate in a meeting of the Board of Directors by means of conference
telephone or any means of communication by which all persons participating in
the meeting are able to hear each other.

      SECTION 12. COMMITTEES: The Board, by resolution, may from time to time
designate one or more members of the Board to constitute committees of the Board
which shall consist of such persons and shall have such powers as the Board may
determine and specify in the respective resolutions effecting such designation.
The Board shall have the power, by resolution, at any time, with respect to any
committee created pursuant to this Section 12, to change the members of any such
committee and to discharge the members of any such committee and to discharge
any such committee. A majority of the members of each committee shall determine
its acts. Each committee may adopt such rules and regulations for the conduct of
its meetings as it deems proper and as are not inconsistent with any statute or
the Certificate of Incorporation and, further, that, pursuant to the foregoing
authority this Board of Directors hereby establishes a Pricing Committee
(hereinafter referred to as the "Pricing Committee") of the Board, initially
consisting of Manfred F. Dyck and John H. Ewing, to determine all terms and
conditions of the Placement Documents not heretofore determined, including, but
not limited to, the rate of interest on the Notes and the rate of which the
principal

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amount of the Notes shall be convertible into shares of the common stock without
par value (hereinafter referred to as the "Common Stock"), of the Company;
(Added July 29, 1984).


        (Executive Committee was abolished by Bylaw provision in 1986)


ARTICLE IV - OFFICERS

      SECTION 1. OFFICERS: The officers of the Corporation shall be a President,
a Treasurer, and a Secretary, all of whom shall be elected by the Board of
Directors and who shall hold office until their successors are elected and
qualified. In addition, the Board of Directors may elect a Chairman and one or
more Vice-Presidents, who shall have such authority and shall perform such
duties as prescribed by the Board. None of the officers, except the President
and Chairman of the Board, need be directors. The officers shall be elected from
time to time by the Board of Directors and shall serve at the pleasure of the
Board. More than one office may be held by the same person, except the offices
of President and Vice President. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors. All vacancies occurring
among any of the officers shall be filled by the directors. Any officer may be
removed, with or without cause, at any time by the affirmative vote of a
majority of the directors present at a regular meeting of directors or at a
special meeting of directors called for that purpose.

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

      SECTION 3. CHAIRMAN: The Chairman of the Board of Directors if one be
elected, shall be the Chief Executive Officer of the Corporation and shall
preside at all meetings of the Board of directors, appoint


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one or more Vice Presidents who shall perform such duties as may be assigned to
them and he shall have and perform such other duties as from time to time may be
assigned to him by the Board of Directors. (Revised 8/12/87 to delegate Vice
President appointment authority to chairman.)

      SECTION 4. PRESIDENT: The President shall be the Chief Executive Officer
of the Corporation in the absence or non-election of the Chairman of the Board
and shall have the general and active powers and duties of supervision and
management of the business of the Corporation. He shall preside at all meetings
of the shareholders, and in the absence or non-election of the Chairman of the
Board of Directors, at all meetings of the Board of Directors, and shall have
general supervision, direction and control of the business of the Corporation
and shall see that all orders and resolutions of the Board are carried into
effect. Except as the Board of Directors shall authorize the execution thereof
in some other manner, he shall execute bonds, mortgages and other contracts on
behalf of the Corporation, and shall cause the seal to be affixed to any
instrument requiring it and when so affixed the seal shall be attested by the
signature of the Secretary or the Treasurer. The President shall have all the
powers and duties usually incident to the office of the President except as
specifically limited by the Board of Directors.

      The President, on behalf of the Corporation, may lend money to, guarantee
any obligations of, or otherwise assist, any officer or employee of the
Corporation or of any subsidiaries where such action may reasonably be expected
to benefit the Corporation, provided, however, that such loan, guarantee or
other assistance may be made to or for an officer or employee who is also a
director only when authorized by a majority of the entire Board.

      SECTION 5. VICE-PRESIDENT: The Vice-President shall have all the powers
and duties usually incident to the office of the Vice-President except as
specifically limited by the Board of Directors. In the absence or disability of
the President and the General Manager, the Vice-President shall perform the
duties and exercise the powers of the President.


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                 (6/24/87, GENERAL MANAGER provision deleted)

      SECTION 6. TREASURER: The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. He shall
deposit all moneys and other valuables in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.

      The Treasurer shall disburse the funds or the Corporation as may be
ordered by the Board of Directors, or the President, taking proper vouchers for
such disbursements. He shall render to the President and Board of Directors at
the regular meetings of the Board of Directors, or whenever they may request it,
an account of all his transactions as Treasurer and of the financial condition
of the Corporation. If required by the Board of Directors, he shall give the
Corporation a bond for the faithful discharge of his duties and for the
restoration to the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.

      The Treasurer shall have all the powers and duties usually incident to the
office of Treasurer except as specifically limited by the Board of Directors.

      SECTION 7. SECRETARY: The Secretary shall give, or cause to be given,
notice of all meetings of shareholders and directors, and all other notices
required by law or by these By-Laws, and in case of his absence or refusal or
neglect so to do, any such notice may be given by any person thereunto directed
by the President, or by the directors, or shareholders, upon whose requisition
the meeting is called as provided in these By-Laws. He shall attend and record
all the proceedings of the meetings of the Corporation and of the directors in a
book to be kept for that purpose, and shall perform such other duties as may be
assigned to


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him by the directors or the President. He shall have the custody of the seal of
the Corporation and shall affix the same to all instruments requiring it, when
authorized by the directors or the President, and attest the same. He shall have
all the powers and duties usually incident to the office of the Secretary except
as specifically limited by the Board of Directors and shall be sworn to the
faithful discharge of his duty.

ARTICLE V - MISCELLANEOUS

      SECTION 1. CERTIFICATES: Certificates of stock of the Corporation shall be
numbered and entered in the books of the Corporation as they are issued.
Certificates signed by the President or Vice- President, and the Treasurer or
Secretary shall be issued to each shareholder certifying the number of shares
owned by him in the Corporation. In the event that the Corporation shall have a
transfer agent or registrar other than the Corporation or its employee, the
signatures of such officers may be facsimiles.

      SECTION 2. LOST CERTIFICATES: At the direction of the Board of Directors,
a new certificate shall be issued in the place of any certificate theretofore
issued by the Corporation, alleged to have been lost or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of
stock to be lost or stolen. The directors may, in their discretion, require the
owner of the lost or destroyed certificate, or his legal representatives, to
advertise same in such manner as it shall require and/or to give the Corporation
a bond, in such sum as they may direct, not exceeding double the value of the
stock, to indemnify the Corporation against any claim that may be made against
it on account of the alleged loss of any such certificate, or the issuance of
any such new certificate.

      SECTION 3. TRANSFER OF SHARES: Shares of the Corporation shall be
transferable only upon its books by the holders thereof in person or by their
duly authorized attorneys or legal representatives, and upon such transfer the
old certificates shall be surrendered to the Corporation by the delivery
thereof, duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, to the

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person in charge of the stock and transfer books and ledgers, or to such other
person as the directors may designate, by whom they shall be cancelled, and new
certificates shall thereupon be issued. A record shall be made of each transfer
and whenever a transfer shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer.

      SECTION 4. SHAREHOLDERS RECORD DATE: In order that the Corporation may
determine the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment or any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any lawful action, the Board of Directors may close the stock
transfer books of the Corporation in its discretion for a period not exceeding
sixty days preceding the date of such meeting, or in lieu thereof, the Board may
fix, in advance, a record date, which shall not be more than sixty days prior to
any other action or the date fixed for tabulation of written consents, or, if no
date has been fixed for tabulation, more than sixty days prior to the last day
on which consents received may be counted. A determination of shareholders of
record entitled to notice of or to vote at a meeting of shareholders shall apply
to any adjournment of the meeting.

      SECTION 5. REGISTERED SHAREHOLDERS: The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder-in-fact
thereof and accordingly shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other person whether or
not it shall have express or other notice thereof, except as expressly provided
by the laws of the State of New Jersey.

      SECTION 6. DIVIDENDS: Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the
outstanding shares of the Corporation as and when they deem expedient. Dividends
may be


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declared and paid in cash or in its bonds or other property, including the bonds
or shares of other Corporations, as permitted by the laws of the State of New
Jersey, and by the Certificate of Incorporation of this Corporation.

      SECTION 7. SEAL: The Corporate seal shall be circular in form and shall
contain the name of the Corporation, the year of its creation and the words
"CORPORATE SEAL, NEW JERSEY". Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

      SECTION 8. FISCAL YEAR: The fiscal year of the Corporation shall end on
December 31st of each year.

      SECTION 9. CHECKS: All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers, agent or agents of the
Corporation, and in such manner as shall be determined from time to time by
resolution of the Board of Directors.

      SECTION 10. NOTICE AND WAIVER OF NOTICE: Whenever any notice is required
by these By-Laws to be given, such notice may be given by mail, telephone,
telegram, cable, telex or radio. In computing the period of time for the giving
of any notice, the day on which the notice is given shall be excluded, and day
on which the matter noticed is to occur shall be included. If notice is given by
mail, the notice shall be deemed to be given when deposited in the mail
addressed to the person to whom it is directed at his last address as it appears
on the records of the Corporation, with postage prepaid thereon. Shareholders
not entitled to vote shall not be entitled to receive notice of any meetings
except as otherwise provided by statute.

      Whenever any notice is required to be given under the provisions of any
law, or under the provisions of the Certificate of Incorporation of the
Corporation or these By-Laws, a waiver thereof in writing, signed by the person
or person entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.



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ARTICLE VII - AMENDMENTS

      These By-Laws may be altered, amended or repealed and By-Laws may be made
at any annual meeting of the shareholders or at any special meeting thereof, at
which a quorum is present, if notice of the proposed alternation or repeal of
By-Law or By-Laws to be made, be contained in the notice of such special
meeting, by the affirmative vote of a majority of the shares issued and
outstanding and entitled to vote thereat, or by the affirmative vote of a
majority of the members of the Board of Directors, at any regular meeting of the
Board of Directors, or at any special meeting of the Board of Directors, if
notice of the proposed alteration or repeal, of By-Law or By-Laws, to be made,
be contained in the notice of such special meeting. Provided, however, that any
By-Laws made by the Board of Directors may be altered or repealed by the
shareholders and that any By-Laws made by the shareholders may be altered or
repealed by the Board of Directors.


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