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EXHIBIT 3.6

                               PLANETRX.COM, INC.

                          AMENDED AND RESTATED BY-LAWS

                                    ARTICLE I

                                     OFFICES

         Section 1. The principal office of the Corporation in the State of
Delaware shall be in the City of Dover, County of Kent.

         Section 2. The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders shall be held at such time
and place as may be fixed from time to time by the Board of Directors of the
Corporation.

         Section 2. Annual meetings of stockholders shall be held for the
election of directors of the Corporation. At such annual meeting, the
stockholders shall elect a Board of Directors by a plurality vote (as provided
in Section 10 of this Article II), and shall transact such other business as may
properly be brought before the meeting. To be properly brought before an annual
meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by, at the direction of or upon authority granted by
the Board of Directors, (b) otherwise brought before the meeting by, at the
direction of or upon authority granted by the Board of Directors, or (c) subject
to Section 12 hereof, otherwise properly brought before the meeting by a
stockholder. 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
received at the principal executive offices of the Corporation not less than 60
days nor more than 90 days prior to the date which is one year from the date of
the mailing of the Corporation's Proxy Statement for the prior year's annual
meeting of stockholders and, if during the prior year the Corporation did not
hold an annual meeting, or if the date of the meeting for which a stockholder
intends to submit a proposal has changed more than 30 days from the date of the
meeting in the prior year, then such notice must be received a reasonable time
before the Corporation mails the Proxy Statement for the current year.

                  A stockholder's notice to the Secretary must set forth as to
each matter the stockholder proposes to bring before the annual meeting (a) a
brief description of the business


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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 interest of the stockholder in such
business. Notwithstanding anything in the By-Laws to the contrary, but subject
to Section 12 hereof, no business shall be conducted at an annual meeting except
in accordance with the procedures set forth in this Section 2. The chairman of
an annual meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting in accordance
with the provisions of this Section 2, and, if he should so determine, he shall
so declare to the meeting, and any such business not properly brought before the
meeting shall not be transacted.

         Section 3. Written notice of the annual meeting shall be given to each
stockholder entitled to vote thereat not less than ten nor more than 60 days
before the date of the meeting.

         Section 4. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address and number of
shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, during ordinary business hours, for a period
of at least ten days prior to the election, either at a place within the city,
town or village where the election is to be held and which place shall be
specified in the notice of the meeting, or, if not specified, at the place where
said meeting is to be held, and the list shall be produced and kept at the time
and place of election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.

         Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, shall be called by the Secretary of the Corporation at the
request in writing of the Chairman of the Board, the Chief Executive Officer,
the President or a majority of the entire Board of Directors. Such request shall
state the purpose or purposes of the proposed meeting.

         Section 6. Written notice of a special meeting of stockholders, stating
the time, place and purposes thereof, shall be given to each stockholder
entitled to vote thereat, not less than ten nor more than 60 days before the
date fixed for the meeting.

         Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such




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adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.

         Section 9. When a quorum is present at any meeting, the vote of the
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 a statute, the
By-Laws or the Certificate of Incorporation, a different vote is required in
which case such express provision shall govern and control the decision of such
question.

         Section 10. Except as provided in the Certificate of Incorporation,
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of the capital stock having voting
power held by such stockholder, but no proxy shall be voted on after three years
from its date, unless the proxy provides for a longer period.

         Section 11. No action required or permitted to be taken at any annual
or special meeting of stockholders of the Corporation may be taken without a
meeting, except upon the written consent of the holders of 100% of the shares of
capital stock of the Corporation entitled to vote on such action, unless such
action has been authorized by the Board of Directors, in which event such action
may be taken by the written consent of the holders of not less than a majority
of the shares of capital stock entitled to vote on such action.

         Section 12. Only persons who are nominated in accordance with the
procedures set forth in this Section 12 shall be qualified for election as
directors. Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of stockholders by or at the direction of
the Board of Directors or by any stockholder of the Corporation entitled to vote
for the election of directors at the meeting who complies with the procedures
set forth in this Section 12. In order for persons nominated to the Board of
Directors, other than those persons nominated by or at the direction of the
Board of Directors, to be qualified to serve on the Board of Directors, such
nomination shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a stockholder's notice must be received at the
principal executive offices of the Corporation not less than 60 days nor more
than 90 days prior to the meeting; provided, however, that, in the event that
less than 70 days' notice of the date of the meeting is given to stockholders
and public disclosure of the meeting date, pursuant to a press release, is
either not made or is made less than 70 days prior to the meeting date, then
notice by the stockholder to be timely must be so received not later than the
close of business on the tenth day following the earlier of (a) the day on which
such notice of the date of the meeting was mailed to stockholders or (b) the day
on which such public disclosure was made.

         A stockholder's notice to the Secretary must set forth (a) as to each
person whom the stockholder proposes to nominate for election or reelection as a
director (i) the name, age, business address and residence address of such
person, (ii) the principal occupation or employment of such person, (iii) the
class and number of shares of the Corporation which are beneficially owned by
such person and (iv) any other information relating to such person that is
required to be disclosed in solicitation of proxies for election of directors,
or is otherwise required, in each case pursuant to



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Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended
(including, without limitation, such documentation as is required by Regulation
14A to confirm that such person is a bona fide nominee); and (b) as to the
stockholder giving the notice (i) the name and address, as they appear on the
Corporation's books, of such stockholder and (ii) the class and number of shares
of the Corporation which are beneficially owned by such stockholder. 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 qualified for
election as a director of the Corporation unless nominated in accordance with
the procedures set forth in this Section 12. The chairman of the meeting shall,
if the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with procedures prescribed by the By-Laws, and, if he
should so determine, he shall so declare to the meeting, and the defective
nomination shall be disregarded.


                                   ARTICLE III

                                    DIRECTORS

         Section 1. The number of directors which shall constitute the whole
Board shall be fixed from time to time by the Board of Directors of the
Corporation. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

         In the event a director shall fail to attend, either in person or by
conference telephone, at least two-thirds (2/3) of all meetings of the board of
directors of the corporation during any completed calendar year (commencing with
the year 2003), then, effective with January 1 of the following year, he or she
shall thereupon be deemed to have resigned as a director unless the board of
directors, by vote of a majority of the remaining directors, shall determine
that all excess absences were excusable.

         Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced.

         Section 3. The business of the Corporation shall be managed by its
Board of Directors which 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 stockholders.



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                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

         Section 5. The first meeting of each newly elected Board of Directors
shall be held immediately following the close of the annual meeting of
stockholders at the place of the holding of said annual meeting. No notice of
any such meeting shall be necessary to the newly elected directors in order
legally to constitute the meeting, provided a quorum shall be present. In the
event such meeting is not held at such time and place, the meeting may be held
at such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors, or as shall be
specified in a written waiver signed by all of the directors.

         Section 6. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

         Section 7. Special meetings of the Board of Directors may be called by
the Chairman of the Board, the Chief Executive Officer or the President on one
(1) day's notice to each director, either personally, by overnight mail, by
telegram, by telecopier, by telephone, or by electronic transmission. For
purposes hereof, one (1) day's notice shall be satisfied by the delivery of such
notice as shall result in the director receiving notice by 5:00 p.m., eastern
time, on the day immediately preceding the date of the meeting (provided that
the time of the meeting is no earlier than 8:00 a.m., eastern time).

         Section 8. At all meetings of the Board, a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors. If a quorum shall not be present at
any meeting of the Board of Directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

         Section 9. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if prior to such action, consent thereto, in writing or by
electronic transmission, or a combination thereof, is received from all members
of the Board or such committee, as the case may be, and such written or
electronically transmitted consent is filed with the minutes of proceedings of
the Board or committee.


                             COMMITTEES OF DIRECTORS

         Section 10. The Board of Directors, by resolution adopted by a majority
of the entire Board, may designate from among its members an executive committee
and other committees, which committees shall serve at the pleasure of the Board
of Directors. The Board of Directors may designate one or more directors as
alternate members of any such committee, who may replace any absent member or
members of such committee. The Board of Directors, by resolution adopted by a



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majority of the entire Board, may remove a member of any such committee with or
without cause. To the extent provided in said resolution and to the extent
permitted by the laws of the State of Delaware, each such committee shall have
and may exercise the powers of the Board of Directors.

         Section 11. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.


                            COMPENSATION OF DIRECTORS

         Section 12. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors and such salary or
other compensation as directors, as the Board by resolution may determine. No
such payment shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for attending committee
meetings.


                                   ARTICLE IV

                                     NOTICES

         Section 1. Except as provided for herein, notices to directors and
stockholders shall be in writing and delivered personally or mailed to the
directors or stockholders at their addresses appearing on the books of the
Corporation.

         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-Laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated herein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

         Section 1. The officers of the Corporation shall be chosen by the Board
of Directors and shall be a Chairman of the Board, a Chief Executive Officer, a
President or Chief Operating Officer, a Secretary and Treasurer. The Board of
Directors may also choose a Chief Technology Officer, a Chief Financial Officer,
and one or more Executive Vice-Presidents, Vice-Presidents, Assistant
Secretaries and Assistant Treasurers. Two or more offices may be held by the
same person.

         Section 2. The Board of Directors, at its first meeting after each
annual meeting of stockholders, shall choose a Chairman of the Board, Chief
Executive Officer, President or Chief Operating Officer, a Secretary and a
Treasurer, none of whom need be a member of the Board.

         Section 3. The Board of Directors may appoint such other officers and
agents as it shall



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deem necessary 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.

         Section 4. The salaries of all officers of the Corporation shall be
fixed by the Board of Directors.

         Section 5. The officers of the Corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed at any time by the Board of Directors. Any
vacancy occurring in any office of the Corporation shall be filled by the Board
of Directors.


                              CHAIRMAN OF THE BOARD

         Section 6. The Chairman of the Board of Directors shall preside at all
meetings of the Board of Directors and stockholders; shall be exofficio a member
of all standing committees; and shall perform such other duties as from time to
time may be assigned to him by the Board of Directors.


                             CHIEF EXECUTIVE OFFICER

         Section 7. The Chief Executive Officer shall have general supervision
and control over the business, management and finances of the Corporation,
subject to the control of the Board of Directors, and shall see that all orders
and resolutions of the Board are carried into effect.


                      PRESIDENT OR CHIEF OPERATING OFFICER

         Section 8. The President or Chief Operating Officer shall have general
supervision and control over the day-to-day business and management of the
Corporation, subject to the control of the Chief Executive Officer and the Board
of Directors, and shall see that all orders and resolutions of the Board are
carried into effect. If there is no Chief Executive Officer, the President shall
have power and duties set forth in Article V Section 7.


                             CHIEF FINANCIAL OFFICER

         Section 9. The Chief Financial Officer shall have general supervision
and control over the day-to-day finances of the Corporation, subject to the
control of the Chief Executive Officer and the Board of Directors, and shall see
that all orders and resolutions of the Board are carried into effect.


                            CHIEF TECHNOLOGY OFFICER

         Section 10. The Chief Technology Officer shall have general supervision
and control over the business and management of the Corporation with respect to
technology matters, subject to the control of the Chief Executive Officer, the
President or Chief Operating Officer and the Board of Directors, and shall see
that all orders and resolutions of the Board are carried into effect. If there
is no Chief Executive Officer, the President shall have powers and duties set
forth in Article V Section 7.



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                            EXECUTIVE VICE-PRESIDENTS

         Section 11. The Executive Vice-President, or, if there shall be more
than one, the Executive Vice-Presidents in the order determined by the Board of
Directors, shall generally assist the President or Chief Operating Officer in
the management of the day-to-day business and affairs of the Corporation and, in
the absence or disability of the President or Chief Operating Officer, shall
perform the duties and exercise the powers of the President or Chief Operating
Officer, and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.


                                 VICE-PRESIDENTS

         Section 12. The Vice-President, or if there shall be more than one, the
Vice-Presidents in the order determined by the Board of Directors, shall, in the
absence or disability of the Executive Vice-President, perform the duties and
exercise the powers of the Executive Vice-Presidents, and shall perform such
other duties and have such other powers as the Board of Directors may from time
to time prescribe.


                       SECRETARY AND ASSISTANT SECRETARIES

         Section 13. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors, under
whose supervision he shall be. He shall keep in safe custody the seal of the
Corporation and, when authorized by the Board of Directors, affix the same to
any instrument requiring it and, when so affixed, it shall be attested by his
signature or by the signature of an Assistant Secretary.

         Section 14. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.


                       TREASURER AND ASSISTANT TREASURERS

         Section 15. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books and belongings to the Corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.

         Section 16. He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Chief Executive



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Officer, the President or Chief Operating Officer, the Chief Financial Officer,
and the Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as Treasurer and of
the financial condition of the Corporation.

         Section 17. If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office 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.

         Section 18. The Assistant Treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.


                                   ARTICLE VI

                              CERTIFICATE OF STOCK

         Section 1. Every holder of stock in the Corporation shall be entitled
to have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board, the President, an Executive Vice-President or a
Vice-President and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the Corporation, certifying the number of shares
owned by him in the Corporation.

         Section 2. Where a certificate is signed (a) by a transfer agent or an
assistant transfer agent or (b) by a transfer clerk acting on behalf of the
Corporation and a registrar, the signature of any such Chairman of the Board,
President, Executive Vice-President, Vice-President, Treasurer, Assistant
Treasurer, Secretary or Assistant Secretary may be facsimile. In case any
officer or officers who have signed, or whose facsimile signature or signatures
have been used on, any such certificate or certificates shall cease to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates have been delivered by the
Corporation, such certificate or certificates may nevertheless be adopted by the
Corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or officers
of the Corporation.


                                LOST CERTIFICATES

         Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the



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Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost or destroyed.


                               TRANSFERS OF STOCK

         Section 4. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, 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.


                     CLOSING OF TRANSFER BOOKS; RECORD DATE

         Section 5. The Board of Directors may close the stock transfer books of
the Corporation for a period not exceeding 60 days preceding the date of any
meeting of stockholders or the date for payment of any dividend or the date for
the allotment of rights or the date when any change or conversion or exchange of
capital stock shall go into effect or for a period of not exceeding 60 days in
connection with obtaining the consent of stockholders for any purpose. In lieu
of closing the stock transfer books as aforesaid, the Board of Directors may fix
in advance a date, which date shall not be more than 60 nor less than ten days
preceding the date of any meeting of stockholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, or a
date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting, and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent, and in such case such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.


                             REGISTERED STOCKHOLDERS

         Section 6. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Delaware.


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                                   ARTICLE VII

                                FINANCIAL MATTERS

                                    CONTRACTS

         Section 1. The Board of Directors, except as these By-Laws otherwise
provide, may authorize any officer or officers, agent or agents, to execute and
deliver any contract on behalf of the Corporation, and such authority may be
general or confined to specific instances.


                                      LOANS

         Section 2. Any officer of the Corporation as may from time to time be
designated for such purpose by the Board of Directors, or any officer of the
Corporation duly authorized by the Board of Directors with respect to a
particular loan or advance, may effect loans and advances at any time for the
Corporation from any bank, trust company or other institution, or from any firm
or individual, and for such loans and advances may make, execute and deliver
promissory notes and other evidences of indebtedness of the Corporation. No
property whatever owned or held by the Corporation shall be pledged,
hypothecated or transferred as security for loans and advances except by an
officer of the Corporation who shall have been designated for such purpose by
the Board of Directors, or by any officer thereunto duly authorized by the Board
of Directors with respect to a particular loan or advance.


                               CHECKS AND DRAFTING

         Section 3. All checks, drafts, orders for the payment of money, bills
of lading, warehouse receipts, obligations, bills of exchange, insurance
certificates and all endorsements (except endorsements for collections for the
account of the Corporation or for deposit to its credit) shall be signed by such
officer or officers, employee or employees, of the Corporation or by facsimile
signature of such officer or officers, employee or employees, of the Corporation
as shall from time to time be determined by resolution of the Board of
Directors.


                                    DEPOSITS

         Section 4. All funds of the Corporation, unless otherwise authorized
and directed by a resolution of the Board of Directors taken at a meeting of the
Board of Directors or taken by unanimous written or electronically transmitted
consent, or a combination thereof, and in each case duly recorded in the minutes
of the meetings of the Board of Directors, shall be deposited from time to time
to the credit of the Corporation in such banks, trust companies or other
depositories as the Board of Directors may elect or as may be selected by any
officer or officers, agent or agents, of the Corporation to whom such power may
from time to time be delegated by the Board of Directors; and for the purpose of
such deposit, checks, drafts and other orders for payment of money which are
payable to the order of the Corporation may be endorsed, assigned and delivered
by the Chairman of the Board, Chief Executive Officer, President or Chief
Operating Officer, an Executive



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Vice-President, a Vice-President, or the Treasurer an Assistant Treasurer, the
Secretary or an Assistant Secretary, or by any agent or employee of the
Corporation to whom any of said officers, in writing, or the Board of Directors,
by resolution, shall have delegated such power.


                                  BANK ACCOUNTS

         Section 5. The Board of Directors may from time to time authorize the
opening and keeping with such banks, trust companies or other depositories as
the Board may select of general and specific bank accounts, and may make such
special rules and resolutions with respect thereto, not inconsistent with the
provisions of these By-Laws, as it may deem expedient.


                                    DIVIDENDS

         Section 6. Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.

         Section 7. Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.


                                   FISCAL YEAR

         Section 8. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.


                                 INDEMNIFICATION

         Section 9. The corporation shall to the full extent permitted by
Section 145 of the Delaware General Corporation Law, as amended from time to
time, indemnify all persons whom it may indemnify pursuant thereto. The
indemnifications authorized hereby shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under or through
any agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in the official capacity of those seeking indemnification and
as to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such
persons. 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 another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against



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him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of Section 145.


                                  ARTICLE VIII

                               GENERAL PROVISIONS

                                      SEAL

         Section 1. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.


                                   ARTICLE IX

                                   AMENDMENTS

         Section 1. These by-laws may be altered or repealed (a) at any regular
meeting of the stockholders or of the board of directors, (b) at any special
meeting of the stockholders or of the board of directors if notice of such
alteration or repeal be contained in the notice of such special meeting or (c)
by unanimous written consent of the stockholders or by unanimous consent in
writing or by electronic transmission of the board of directors.




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