**Exhibit3.2**

**AMENDED ANDRESTATED BYLAWS**

**OF**

**NAPROBIOTHERAPEUTICS, INC.**

**(hereinafter called the “Corporation”)(as amended through April 4, 2006)**

ARTICLE I

Offices and Agent

Section 1.               Principal Office.  The principal office of the Corporation maybe located within or without the State of Delaware, as designated by the boardof directors.  The Corporation may haveother offices and places of business at such places within or without the Stateof Delaware as shall be determined by the directors.

Section 2.               Registered Office and Agent.  The Corporation shall have and maintain atall times (a) a registered office in the State of Delaware, which office shallbe located at 1209 Orange Street, Wilmington, Delaware 19801, and (b) aregistered agent located at such address whose name is The Corporation TrustCompany, until changed from time to time as provided by the General CorporationLaw of the State of Delaware (“Delaware Corporation Law”).

ARTICLE II

Meetings ofStockholders

Section 1.               Place of Meetings.  All meetings of stockholders of theCorporation shall be held within or without the State of Delaware as may bedesignated by the board of directors or the president, or, if not designated,at the registered office of the Corporation.

Section 2.               Annual Meetings.  The annual meeting of stockholders for theelection of directors and for the transaction of such other business as mayproperly be brought before the meeting shall be held on such date and at suchtime as determined by resolution of the Board of directors.  If, at the place of the meeting, this dateshall fall upon a legal holiday, then such meeting shall be held on the nextsucceeding business day at the same hour. If no annual 

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meeting is held inaccordance with the foregoing provisions, the board of directors shall causethe meeting to be held as soon thereafter as convenient.  If no annual meeting is held in accordancewith the foregoing provisions, a special meeting may be held in lieu of theannual meeting, and any action taken at that special meeting shall have thesame effect as if it had been taken at the annual meeting, and in such caseall, references in these Bylaws to the annual meeting of stockholders shall bedeemed to refer to such special meeting.

Section 3.               Special Meetings.  Unless otherwise prescribed by law or by theCertificate of Incorporation, special meetings of stockholders, for any purposeor purposes, may be called only by either the Chairman, if there be one, or thePresident, and shall be called by the Secretary or any Assistant Secretary, ifthere be one, at the request in writing of a majority of the Board ofDirectors. Such request shall state the purpose or purposes of the proposedmeeting.  Upon receipt of such writtenrequest, the president shall fix a date and time for such meeting which suchdate shall be within ten business days of the proposed date specified in thewritten request.

Section 4.               Notice of Meeting.  Except as otherwise provided in these Bylawsor Delaware Corporation Law, written notice of any meeting of stockholdersstating the place, date and hour of the meeting and, in the case of a specialmeeting, the purpose for which the meeting is called, shall be delivered eitherpersonally or by mail to each stockholder of record entitled to vote at suchmeeting not less than ten nor more than sixty days before the date of themeeting.  If mailed, such notice shall bedeemed to be delivered as to any stockholder of record when deposited in theUnited States mail addressed to the stockholder at his address as it appears onthe stock transfer books of the Corporation, with postage prepaid.  When a meeting is adjourned to another timeor place, notice need not be given of the adjourned meeting if the time andplace thereof are announced at the meeting at which the adjournment istaken.  At the adjourned meeting theCorporation may transact any business which might have been transacted at theoriginal meeting.  If the adjournment isfor more than thirty days, or if after the adjournment a new record date isfixed for the adjourned meeting, a notice of the adjourned meeting shall begiven to each stockholder of record entitled to vote at the meeting.

Section 5.               Waiver of Notice.  Any stockholder, either before or after anystockholders’ meeting, may waive in writing notice of the meeting, and hiswaiver shall be deemed the equivalent of giving notice.  Attendance at a meeting by a stockholdershall constitute a waiver of notice, except when the stockholder attends ameeting for the express purpose of objecting, at the beginning of the meeting,to the transaction of any business because the meeting is not lawfully calledor convened.

Section 6.               Fixing of Record Date.  For the purpose of determining thestockholders entitled to notice of or to vote at any meeting of stockholders orany adjournment thereof, or entitled to receive payment of any dividend orother distribution or allotment of any rights, or entitled to exercise anyrights in respect of any change, conversion or exchange of stock or for thepurpose of any other lawful action, the board of directors of the Corporationmay fix, in 

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advance, a recorddate which shall be not more than sixty (60) days nor less than ten (10) daysprior to the date of such meeting, nor more than sixty (60) days prior to anyother action.  If no record date isfixed, the record date for determining the stockholders entitled to notice ofor to vote at a meeting of stockholders shall be at the close of business onthe day next preceding the day on which notice is given, or, if notice is waived,at the close of business on the day next preceding the day on which the meetingis held.   The record date fordetermining stockholders for any other purpose shall be at the close ofbusiness on the day on which the board of directors adopts the resolutionrelating thereto.  A determination ofstockholders of record entitled to notice of or vote at a meeting ofstockholders shall apply to any adjournment of the meeting, provided, however,that the board of directors may fix a new record date for the adjournedmeeting.

Section 7.               Notice of Business.  At any special meeting of the stockholders ofthe Corporation, action may be taken only on matters appropriate for action atsuch meeting and specified in the written notice of the purpose or purposes ofsuch meeting given pursuant to Section 4. At any annual meeting of the stockholders of the Corporation, only suchproper business shall be conducted as shall have been brought before themeeting (i) by or at the direction of the Board of Directors or (ii) by anystockholder of the Corporation who is a stockholder of record at the time ofgiving of the notice provided for in this Section 7, who shall be entitled tovote at such meeting and who complies with the notice procedures set forth inthis Section 7.  For business to bebrought before an annual meeting of stockholders by a stockholder, thestockholder shall have given timely notice thereof in writing to the Secretaryof the Corporation.  To be timely, astockholder’s notice shall be delivered to or mailed and received at theprincipal executive office of the Corporation not less than 50 days nor morethan 75 days prior to the annual meeting; provided, however, that in the eventthat less than 60 days’ notice or prior public disclosure of the date of the annualmeeting is given or made to stockholders, notice by the stockholder to betimely must be so received not later than the close of business on the tenthday following the day on which such notice of the date of the annual meetingwas mailed or such public disclosure was made, whichever first occurs.  Such stockholder’s notice to the Secretary ofthe Corporation shall set forth as to each matter the stockholder proposes tobring before the annual meeting (i) a brief description of the business desiredto be brought before the meeting, the reasons for conducting such business atthe meeting and, in the event that such business includes a proposal to amendany document, including these Bylaws, the language of the proposed amendment,(ii) the name and address, as they appear on the Corporation’s books, of thestockholder proposing such business, (iii) the class and number of shares ofcapital stock of the Corporation which are beneficially owned by suchstockholder and (iv) any material interest of such shareholder in suchbusiness.  Notwithstanding anything inthese Bylaws to the contrary, no business shall be conducted at any annual orspecial meeting of the stockholders except in accordance with the proceduresset forth in this Section 7.  Thechairman of any annual or special meeting of stockholders shall, if the factswarrant, determine and declare to the meeting that business was not properlybrought before the meeting and in accordance with the provisions of theseBylaws, and if he should so determine, he shall so declare to the meeting andany such business not properly brought before the meeting shall not betransacted.  

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Notwithstanding the foregoing provisions of thisSection 7, a stockholder shall also comply with all applicable requirements ofthe Securities and Exchange Act of 1934, as amended, and the rules andregulations promulgated thereunder with respect to matters set forth in thisSection 7.

Section 8.               Quorum.  Except as otherwise provided by law or by theCertificate of Incorporation, the holders of a majority of the capital stockissued and outstanding and entitled to vote thereat, present in person orrepresented by proxy, shall constitute a quorum at all meetings of thestockholders for the transaction of business. If, however, such quorum shall not be present or represented at anymeeting of the stockholders, the stockholders entitled to vote thereat, presentin person or represented by proxy, shall have power to adjourn the meeting fromtime to time, without notice other than announcement at the meeting, until aquorum shall be present or represented. At such adjourned meeting at which a quorum shall be present orrepresented, any business may be transacted which might have been transacted atthe meeting as originally noticed.  Ifthe adjournment is for more than thirty days, or if after the adjournment a newrecord date is fixed for the adjourned meeting, a notice of the adjournedmeeting shall be given to each stockholder entitled to vote at the meeting.

Section 9.               Voting.  Unless otherwise required by law, theCertificate of Incorporation or these Bylaws, any question brought before anymeeting of stockholders shall be decided by the vote of the holders of amajority of the stock represented and entitled to vote thereat.  Each stockholder shall have one vote for eachshare of stock entitled to vote held of record by such stockholder and aproportionate vote for each fractional share so held, unless otherwise providedin the Certificate of Incorporation.  TheBoard of Directors, in its discretion, or the officer of the Corporationpresiding at a meeting of stockholders, in his discretion, may require that anyvotes cast at such meeting shall be cast by written ballot.

Persons holdingstock in a fiduciary capacity shall be entitled to vote the shares soheld.  Persons whose stock is pledgedshall be entitled to vote, unless in the transfer by the pledgor on the booksof the Corporation he has expressly empowered the pledgee to vote thereon, inwhich case only the pledgee, or his proxy, may represent such stock and votethereon.

If shares havingvoting power stand of record in the names of two or more persons, whetherfiduciaries, members of a partnership, joint tenants, tenants in common,tenants by the entirety, or otherwise, or if two or more persons have the samefiduciary relationship respecting the same shares, unless the secretary of theCorporation is given written notice to the contrary and is furnished with acopy of the instrument or order appointing them or creating the relationshipwherein it is so provided, their acts with respect to voting shall have thefollowing effect:  (i) if only one votes,his act binds all; (ii) if more than one vote, the act of the majority sovoting binds all; and (iii) if more than one vote, but the vote is evenly spliton any particular matter, each fraction may vote the securities in questionproportionately, or any person voting the shares or a beneficiary, if any, mayapply to the Court of Chancery or any court of competent jurisdiction in theState of Delaware to appoint an additional person to act with the persons sovoting the shares.  The shares shall thenbe voted as determined by a majority of such persons 

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and the personappointed by the Court.  If a tenancy isheld in unequal interests, a majority or even-split for the purpose of thissubsection shall be a majority or even-split in interest.

Section 10.             Proxies.  A stockholder entitled to vote at a meetingof stockholders may authorize another person or persons to act for him byproxy.  No proxy shall be voted or actedupon after three (3) years from its date, unless the proxy provides for alonger period.

Section 11.             List of Stockholders Entitled toVote.  The officer of the Corporationwho has charge of the stock ledger of the Corporation shall prepare and make,at least ten days before every meeting of stockholders, a complete list of thestockholders entitled to vote at the meeting, arranged in alphabetical order,and showing the address of each stockholder and the number of shares registeredin the name of each stockholder.  Suchlist shall be open to the examination of any stockholder, for any purposegermane to the meeting, during ordinary business hours, for a period of atleast ten days prior to the meeting, either at a place within the city wherethe meeting is to be held, which place shall be specified in the notice of themeeting, or, if not so specified, at the place where the meeting is to beheld.  The list shall also be producedand kept at the time and place of the meeting during the whole time thereof,and may be inspected by any stockholder of the Corporation who is present.

Section 12.             Stock Ledger.  The stock ledger of the Corporation shall bethe only evidence as to who are the stockholders entitled to examine the stockledger, the list required by Section 11 of this Article II or the books of theCorporation, or to vote in person or by proxy at any meeting of stockholders.

ARTICLE III

Directors

Section 1.               Duties and Powers.  The business of the Corporation shall bemanaged by or under the direction of the Board of Directors which may exerciseall such powers of the Corporation and do all such lawful acts and things asare not by statute or by the Certificate of Incorporation or by these By-Lawsdirected or required to be exercised or done by the stockholders.

Section 2.               Classes; Number of Directors.

(a)           The Board of Directors shall bedivided into three classes, designated as Class I, Class II and Class III.  Each class shall consist, as nearly as may bepossible, of one-third of the total number of directors constituting the entireBoard of Directors.  At the 1996 annualmeeting of stockholders, Class I directors were elected for a one-year term,Class II directors for a two-year term and Class III directors for a three yearterm.  At each succeeding annual meeting 

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of stockholdersbeginning in 1997, successors to the Class of directors whose term expires atsuch annual meeting shall be elected to a three-year term.  If the number of directors is changed, anyincrease or decrease shall be apportioned among the Classes so as to maintainthe number of directors in each Class as nearly equal as possible, and anyadditional director of any Class who is elected to fill a vacancy resultingfrom an increase in such class shall hold office for a term that shall coincidewith the remaining term of such Class, but in no case will a decrease in thenumber of directors shorten the term of any incumbent director.

(b)           Except for the directors, if any,elected under specified circumstances pursuant to Section III of Article Fourof the Certificate of Incorporation of the Corporation by the holders of anyclass or series of Preferred Stock, the exact number of directors of theCorporation shall be determined from time to time by resolution of the Board ofDirectors.

Section 3.               Election of Directors.  Except as provided in this Section 3 andsubject to the right to elect additional directors under specifiedcircumstances which may be granted, pursuant to the provisions of Section IIIof Article Four of the Certificate of Incorporation of the Corporation, to theholders of any class or series of Preferred Stock, directors shall be electedby a majority of the votes cast at annual meetings of stockholders, and eachdirector so elected shall hold office until his successor is duly elected andqualified, or until his earlier resignation or removal.  Directors need not be stockholders.  Only persons who are nominated in accordancewith the following procedures shall be eligible for election by the stockholdersas directors of the Corporation. Nominations of persons for election as directors of the Corporation maybe made at a meeting of stockholders (a) by or at the direction of the Board ofDirectors, (b) by any nominating committee or persons appointed by the Board ofDirectors or (c) by any shareholders of the Corporation entitled to vote forthe election of directors at the meeting who complies with the noticeprocedures set forth in this Section 3. Such nominations, other than those made by or at the direction of theBoard of Directors, shall be made pursuant to timely notice in Writing to theSecretary of the Corporation.  To betimely, a stockholder’s notice shall be delivered to or mailed and received atthe principal executive office of the Corporation not less than 50 days normore than 75 days prior to the meeting; provided; however, thatin the event that less than 60 days’ notice or prior public disclosure of thedate of the meeting is given or made to stockholders, notice by thestockholders to be timely must be so received not later than the close ofbusiness on the tenth day following the day on which such notice of the date ofthe meeting was mailed or such public disclosure was made, whichever firstoccurs.  Such stockholder’s notice to theSecretary of the Corporation shall set forth (a) as to each person whom thestockholder proposes to nominate for election or reelection as a director, (i)the name, age, business address and residence address of the person, (ii) theprincipal occupation or employment of the person, (iii) the class and number ofshares of capital stock of the Corporation which are beneficially owned by theperson and (iv) any other information relating to the person that is requiredto be disclosed in solicitations for proxies for election of directors pursuantto Regulation 14A under the Securities Exchange Act of 1934, as now orhereafter amended; and (b) as to the stockholder giving the notice (i) the nameand record address of such stockholder and (ii) the class and number of sharesof capital stock of the Corporation which are beneficially 

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owned by suchstockholder.  The Corporation may requireany proposed nominee to furnish such other information as may reasonably berequired by the Corporation to determine the eligibility of such proposednominee to serve as a director of the Corporation.  No person shall be eligible for election bythe stockholders as a director of the Corporation unless nominated inaccordance with the procedures set forth herein.  The chairman of the meeting of thestockholders shall, if the facts warrant, determine and declare to the meetingthat nomination was not made in accordance with the foregoing procedure, and ifhe should so determine, he shall so declare to the meeting and the defectivenomination shall be disregarded.

Section 4.               Vacancies and AdditionalDirectorships.  Except as otherwiseprovided pursuant to Section III of Article Four of the Certificate ofIncorporation of the Corporation in connection with rights to elect additionaldirectors under specified circumstances which may be granted to the holders ofany class or series of Preferred Stock, vacancies and newly createddirectorships resulting from any increase in the authorized number of directorsshall be filled solely by a majority of the directors then in office, thoughless than a quorum, or by a sole remaining director, and the directors sochosen shall hold office until their successors are duly elected and qualified,or until their earlier resignation or removal.

Section 5.               Resignation.  Any director may resign by delivering hiswritten resignation to the Corporation at its principal office addressed to thepresident or secretary.  Such resignationshall be effective upon receipt unless it is specified to he effective at someother time or upon the happening of some other event.

Section 6.               Removal.  Except as otherwise provided pursuant toSection III of Article Four of the Certificate of Incorporation of theCorporation in connection with rights to elect additional directors underspecified circumstances which may be granted to the holders of any class orseries of Preferred Stock, any director or the entire Board of Directors may beremoved only for cause by the affirmative vote of the holders of at least 80%of the voting power of all of the capital stock of the Corporation entitled tovote generally in the election of directors, voting together as a single class.

Section 7.               Interested Directors.  No contract or transaction between theCorporation and one or more of its directors or officers, or between theCorporation and any other corporation, partnership, association, or otherorganization in which one or more of its directors or officers are directors orofficers, or have a financial interest, shall be void or voidable solely forthis reason, or solely because the director or officer is present at orparticipates in the meeting of the Board of Directors or committee thereofwhich authorizes the contract or transaction, or solely because his or theirvotes are counted for such purpose if (i) the material facts as to his or theirrelationship or interest and as to the contract or transaction are disclosed orare known to the Board of Directors or the committee, and the Board ofDirectors or committee in good faith authorizes the contract or transaction bythe affirmative votes of a majority of the disinterested directors , eventhough the disinterested directors be less than a quorum; or (ii) the materialfacts as to his or their relationship or interest and as to the contract ortransaction are disclosed or are 

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known to thestockholders entitled to vote thereon, and the contract or transaction isspecifically approved in good faith by vote of the stockholders; or (iii) thecontract or transaction is fair as to the Corporation as of the time it isauthorized, approved or ratified, by the Board of Directors, a committeethereof or the stockholders.  Common orinterested directors may be counted in determining the presence of a quorum ata meeting of the Board of Directors or of a committee which authorizes thecontract or transaction.

Section 8.               Committees.  The board of directors may, by a resolutionpassed by a majority of the whole board of directors, designate one or morecommittees, each committee to consist of one or more of the directors of theCorporation.  The board may designate oneor more directors as alternate members of any committee, who may replace anyabsent or disqualified member at any meeting of the committee.  In the absence or disqualification of a memberof a committee, the member or members of the committee present at any meetingand not disqualified from voting, whether or not he or they constitute aquorum, may unanimously appoint another member of the Board of Directors to actat the meeting in the place of the absent or disqualified member.  Any such committee, to the extent provided inthe resolution of the board of directors and subject to the provisions ofDelaware Corporation Law, shall have and may exercise all the powers andauthority of the board of directors in the management of the business andaffairs of the Corporation, and may authorize the seal of the Corporation to beaffixed to all such papers which may require it.  Each such committee shall keep minutes andmake such reports as the board of directors may from time to time request.  Except as the board of directors mayotherwise determine, any committee may make rules for the conduct of itsbusiness, but, unless otherwise provided by the directors or in such rules, itsbusiness shall be conducted as nearly as possible in the same manner as isprovided in these Bylaws for the board of directors.

Section 9.               Compensation.  The directors may be paid their expenses, ifany, of attendance at each meeting of the Board of Directors and may be paid afixed sum for attendance at each meeting of the Board of Directors or a statedsalary as director.  No such paymentshall preclude any director from serving the Corporation in any other capacityand receiving compensation therefor. Members of special or standing committees may be allowed likecompensation for attending committee meetings.

ARTICLE IV

Meetings of theBoard

Section 1.               Place of Meetings.  The regular or special meetings of the boardof directors or any committee designated by the board shall be held at theprincipal office of the Corporation or at any other place within or without theState of Delaware that a majority of the board of directors or any suchcommittee, as the case may be, may designate from time to time by resolution.

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Section 2.               Regular Meetings.  The board of directors shall meet each yearimmediately after and at the same place as the annual meeting of thestockholders, or at such other locale in the vicinity as such place as to whichthe directors are given prior written notice, for the purpose of electingofficers and transacting such other business as may come before themeeting.  The board of directors or anycommittee designated by the board may provide, by resolution, for the holdingof additional regular meetings within or without the State of Delaware withoutnotice of the time and place of such meeting other than such resolution;provided that any director who is absent when such resolution is made shall begiven notice of said resolution.

Section 3.               Special Meetings.  Special meetings of the board of directors orany committee designated by the board may be held at any time and place, withinor without the State of Delaware, designated in a call by the chairman of theboard, if any, by the president or by a majority of the members of the board ofdirectors or any such committee, as the case may be.

Section 4.               Notice of Special Meetings.  Except as otherwise provided by these Bylawsor the laws of the State of Delaware, written notice of each special meeting ofthe board of directors or thereof setting forth the time and place of the anycommittee thereof setting forth the time and place of the meeting shall begiven to each director by the secretary or by the officer or director callingthe meeting not less than twenty-four hours prior to the time fixed for themeeting or, in the case of notice by mail, not less than forty-eight hoursbefore the date of the meeting.  Noticeof special meetings may be either given personally, personally by telephone, orby sending a copy of the notice through the United States mail or by telegram,telex or telecopy, charges prepaid, to the address of each director appearingon the books of the Corporation.  Ifmailed, such notice shall be deemed to be delivered when deposited in the UnitedStates mail so addressed, with postage prepaid thereon.  If notice be given by telegram, telex ortelecopy, such notice shall be deemed to be delivered when the telegram, telexor telecopy, is delivered to the telegraph, telex or telecopy operator.  Neither the business to be transacted at, northe purpose of, any regular or special meeting of the board of directors needbe specified in the notice or waiver of notice of such meeting.

Section 5.               Waiver of Notice.  A director may waive, in writing, notice ofany special meeting of the board of directors or any committee thereof, eitherbefore, at, or after the meeting; and his waiver shall be deemed the equivalentof giving notice.  By attending orparticipating in a regular or special meeting, a director waives any requirednotice of such meeting unless the director, at the beginning of the meeting,objects to the holding of the meeting or the transacting of business at themeeting.

Section 6.               Quorum and Action.  At meetings of the board of directors or anycommittee designated by the board, a majority of the total number of directors,or a majority of the members of any such committee, as the case may be, shallconstitute a quorum for the transaction of business.  In the event one or more of the directors shallbe disqualified to vote at any meeting, then the required quorum shall bereduced by one for each such director so 

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disqualified;provided, however, that in no case shall less than one-third (1/3) of thenumber so fixed constitute a quorum.  Ifa quorum is present, the act of the majority of directors in attendance shallbe the act of the board of directors or any committee thereof, as the case maybe, unless the act of a greater number is required by these Bylaws, theCertificate of Incorporation or Delaware Corporation Law.  If a quorum shall not be present at anymeeting of the board of directors, the directors present thereat may adjournthat meeting from time to time, without notice other than announcement at theMeeting, until a quorum shall be present.

Section 7.               Presumption of Assent.  A director who is present at a meeting of theboard of or a committee thereof when action is taken is deemed to have assentedto the action taken unless: (i) he objects at the beginning of such meeting tothe holding of the meeting or the transacting of business at the meeting; (ii)he contemporaneously requests that his dissent from the action taken be enteredin the minutes of such meeting; or (iii) he gives written notice of his dissentto the presiding officer of such meeting before its adjournment or to thesecretary of the Corporation immediately after adjournment of suchmeeting.  The right of dissent as to aspecific action taken at a meeting of a board or a committee thereof is notavailable to a director who votes in favor of such action.

Section 8.               Actions of Board.  Unless otherwise provided by the Certificateof Incorporation or these Bylaws, any action required or permitted to be takenat any meeting of the Board of Directors or of any committee thereof may betaken without a meeting, if all the members of the Board of Directors orcommittee, as the case may be, consent thereto in writing, and the writing orwritings are filed with the minutes of proceedings of the Board of Directors orcommittee.

Section 9.               Meetings by Means ofConference Telephone.  Unlessotherwise provided by the Certificate of Incorporation or these Bylaws, membersof the Board of Directors of the Corporation, or any committee designated bythe Board of Directors, may participate in a meeting of the Board of Directorsor such committee by means of a conference telephone or similar communicationsequipment by means of which all persons participating in the meeting can heareach other, and participation in a meeting pursuant to this Section 9 shallconstitute presence in person at such meeting.

ARTICLE V

Officers andAgents

Section 1.               Enumeration,Election and Term.  The officers ofthe Corporation shall consist of a president, a secretary, a treasurer and suchother officers with such other titles as may be deemed necessary or desirableby the board of directors, including one or more vice presidents, assistanttreasurers and assistant secretaries and a chairman of the board (who must be adirector).  Any number of offices may beheld by the same person, unless otherwise

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prohibited by law,and no officer need be a stockholder, director, except in the case of theChairman of the Board of Directors, or a resident of the State ofDelaware.  Except as otherwise providedby law, the Certificate of Incorporation or these Bylaws, each officer shallhold office until his successor is elected and qualified or until his earlierdeath, resignation or removal.  Theofficers of the Corporation shall be elected annually by the board of directorsat the first meeting of the board held after each annual meeting of thestockholders.

Section 2.               General Duties.  All officers and agents of the Corporation,as between themselves and the Corporation, shall have such authority and shallperform such duties in the management of the Corporation as may be provided inthese Bylaws or as may be determined by resolution of the board of directorsnot inconsistent with these Bylaws.  Inall cases where the duties of any officer, agent or employee are not prescribedby the Bylaws or by the board of directors, such officer, agent or employeeshall follow the orders and instructions of the president.

Section 3.               Voting Securities Owned by theCorporation.  Powers of attorney,proxies, waivers of notice of meeting, consents and other instruments relatingto securities owned by the Corporation may be executed in the name of and onbehalf of the Corporation by the President or any Vice President and any suchofficer may, in the name of and on behalf of the Corporation, take all suchaction as any such officer may deem advisable to vote in person or by proxy atany meeting of security holders of any corporation in which the Corporation mayown securities and at any such meeting shall possess and may exercise any andall rights and power incident to the ownership of such securities and which, asthe owner thereof, the Corporation might have exercised and possessed ifpresent.  The Board of Directors may, byresolution, from time to time confer like powers upon any other person orpersons.

Section 4.               Vacancies.  The board of directors may fill any vacancyoccurring in any office for any reason and may, in its discretion, leave anyvacancy unfilled for such period as it may determine other than a vacancy inthe office of president or secretary. The officer so selected shall hold office until his successor is electedand qualified or until his earlier death, resignation or removal.

Section 5.               Compensation.  The board of directors from time to timeshall fix the compensation of the officers of the Corporation.  The compensation of other agents andemployees of the Corporation may be fixed by the board of directors, or by anycommittee designated by the board or by an officer to whom that function hasbeen delegated by the board.

Section 6.               Resignation and Removal.  Any officer may resign by delivering hiswritten resignation to the Corporation at its principal office addressed to thepresident or secretary.  Such resignationshall be effective upon receipt unless it is specified to be effective at someother time or upon the happening of some other event.  Any officer or agent of the Corporation maybe removed, with or without cause, by a vote of the majority of the members ofthe board of directors whenever in its judgment the best interests of theCorporation may be 

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served thereby,but such removal shall be without prejudice to the contract rights, if any, ofthe person so removed.  Election orappointment of an officer or an agent shall not of itself create contractrights.

Section 7.               Chairman of the Board.  The chairman of the board, if any, shallpreside as chairman at meetings of the stockholders and the board ofdirectors.  He shall, in addition, havesuch other duties as the board may prescribe that he perform.  At the request of the chief executiveofficer, the chairman of the board may, in the case of the chief executiveofficer’s absence or inability to act, temporarily act in his place.  In the case of death of the chief executiveofficer or his inability to act, the chairman of the board shall perform theduties of the chief executive officer, unless the board of directors, byresolution, provides otherwise.

Section 8.               The Vice Chairman of the Board.  The vice chairman of the board, if any, shallbe the Corporation’s executive officer next in authority to the chairman of theboard.  The vice chairman of the boardshall assist the chairman of the board in the management of the business of theCorporation, and, in the absence of or inability to act of the chairman of theboard, shall preside at all meetings of the stockholders and the board ofdirectors and exercise the other powers and perform the other duties of thechairman of the board or designate the executive officers of the Corporation bywhom such other powers shall be exercised and other duties performed.  The vice chairman of the board shall havesuch other powers and duties as may from time to time be assigned by the boardof directors or by the chairman of the board. In the case of death of the chief executive officer or his inability toact and the chairman of the board is unable to act in place of the chiefexecutive officer, the vice chairman of the board, shall perform the dutiesduties of the chief executive officer, unless the board of directors, byresolution, provides otherwise.  Inaddition to the foregoing, the vice chairman of the board shall have such otherpowers, duties and authority as may be set forth elsewhere in these bylaws.

Section 9.               Chief Executive Officer.  The chief executive officer shall be theCorporation’s chief executive officer and have general supervision of thebusiness of the Corporation.  At eachannual meeting of the stockholders, the chief executive officer shall give areport of the business of the Corporation for the preceding fiscal year andshall perform whatever other duties the board of directors may from time totime prescribe.  In the case of theabsence of or inability to act of the chairman of the board and the vicechairman, the chief executive officer shall preside at meetings of thestockholders and directors and shall discharge the duties of the presidingofficer.

Section 10.             President.  In the case of the absence of or theinability to act of the chairman, the vice chairman, and the chief executiveofficer, the president shall preside at meetings of the stockholders anddirectors and shall discharge the duties of the presiding officer.  The president shall perform whatever otherduties the board of directors may from time to time prescribe.

Section 11.             Vice Presidents.  Each vice president shall have such powersand perform such duties as the board of directors may from time to timeprescribe or as the president may 

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from time to timedelegate to him.  At the request of thepresident, in the case of the president’s absence or inability to act, any vicepresident may temporarily act in his place. In the case of the death of the president, or in the case of his absenceor inability to act without having designated a vice president or vicepresidents to act temporarily in his place, the board of directors, by resolution,may designate a vice president or vice presidents to perform the duties of thepresident.  If no such designation shallbe made, all of the vice presidents may exercise such powers and perform suchduties.

Section 12.             Secretary.  The secretary shall keep or cause to be keptin books provided for that purpose, the minutes of the meetings of thestockholders, executive committee, if any, and any other committees, and of theboard of directors; shall see that all notices are duly given in accordance withthe provisions of these Bylaws and as required by law; shall be custodian ofthe records and of the seal of the Corporation and see that the seal is affixedto all documents, the execution of which on behalf of the Corporation under itsseal is duly authorized and in accordance with the provisions of these Bylaws;and, in general, shall perform all duties incident to the office of secretaryand such other duties as may, from time to time, be assigned to him by theboard of directors or by the president. In the absence of the secretary or his inability to act, the assistantsecretaries, if any, shall act with the same powers and shall be subject to thesame restrictions as are applicable to the secretary.

Section 13.             Treasurer.  The treasurer shall have custody of corporatefunds and securities.  He shall keep fulland accurate accounts of receipts and disbursements and shall deposit allcorporate monies and other valuable effects in the name and to the credit of theCorporation in the depository or depositories of the Corporation, and shallrender an account of his transactions as treasurer and of the financialcondition of the Corporation to the president and/or the board of directorsupon request.  Such power given to thetreasurer to deposit and disburse funds shall not, however, preclude any otherofficer or employee of the Corporation from also depositing and disbursingfunds when authorized to do so by the board of directors.  The treasurer shall, if required by the boardof directors, give the Corporation a bond in such amount and with such suretyor sureties as may be ordered by the board of directors for the faithfulperformance of the duties of his office. The treasurer shall have such other powers and perform such other dutiesas may be from time to time prescribed by the board of directors or thepresident.  In the absence of thetreasurer or his inability to act, the assistant treasurers, if any, shall actwith the same authority and shall be subject to the same restrictions as areapplicable to the treasurer.

Section 14.             Delegation of Duties.  Whenever an officer is absent, or whenever,for any reason, the board of directors may deem it desirable, the board maydelegate the powers and duties of an officer to any other officer or officersor to any director or directors.

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ARTICLE VI

Indemnification ofOfficers, Directors and Others

Section 1.               Indemnification:  Third Party Actions.  The Corporation shall indemnify any personwho was or is a party or is threatened to be made a party to any threatened,pending or completed action, suit or proceeding, whether civil, criminal,administrative or investigative (other than an action by or in the right of theCorporation) by reason of the fact that he or she is or was a director,officer, employee or agent, of the Corporation, or is or was serving at therequest of the Corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, againstexpenses (including attorney’s fees), judgments, fines and amounts paid insettlement actually and reasonably incurred by him or her in connection withsuch action, suit or proceeding if he or she acted in good faith and in amanner he or she reasonably believed to be in or not opposed to the best interestof the Corporation, and, with respect to any criminal action or proceeding, hadno reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit orproceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere or its equivalent, shall not, of itself, create a presumptionthat the person did not act in good faith and in a manner which he or shereasonably believed to be in or not opposed to the best interest of theCorporation, and, with respect to any criminal action or proceeding, hadreasonable cause to believe that his or her conduct was unlawful.

Section 2.               Indemnification: DerivativeActions.  The Corporation shallindemnify any person who was or is a party or is threatened to be made a partyto any threatened, pending or completed action or suit by or in the right ofthe Corporation to procure a judgment in its favor by reason of the fact thathe or she 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 orother enterprise, against expenses (including attorneys’ fees) actually andreasonably incurred by him or her in connection with the defense or settlementof such action or suit if he or she acted in good faith and in a manner he orshe reasonably believed to be in or not opposed to the best interests of theCorporation and, except that no indemnification shall be made in respect of anyclaim, issue or matter as to which such person shall have been adjudged to beliable to the Corporation unless and only to the extent that the court in whichsuch action or suit was brought shall determine upon application that, despite theadjudication of liability but in view of all the circumstances of the case,such person is fairly and reasonably entitled to indemnity for such expenseswhich the court shall deem proper.

Section 3.               Mandatory Indemnification.  To the extent that a director or officer,employee or agent of the Corporation has been successful on the merits orotherwise in defense of any action, suit or proceeding referred to in Sections1 and 2 of this Article VI or in defense of any claim, issue or matter therein,he or she shall be indemnified against expenses (including attorneys’ fees)actually and reasonably incurred by him or her in connection therewith.

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Section 4.               Authorization forIndemnification.  Any indemnificationunder Sections 1 and 2 of this Article VI (unless ordered by a court) shall bemade by the Corporation only as authorized in the specific case upon adetermination that indemnification of the director, officer, employee or agentis proper in the circumstances because he or she has met the applicable standardof conduct set forth in Sections 1 and 2 of this Article VI.  Such determination shall be made (1) by theboard of directors by a majority vote of a quorum consisting of directors whowere not parties to such action, suit or proceeding, or (2) if such a quorum isnot obtainable, or, even if obtainable a quorum of disinterested directors sodirects, by independent legal counsel in a written opinion, or (3) by thestockholders.

Section 5.               Advance Payment of Expenses.  Expenses incurred in defending a civil orcriminal action, suit or proceeding may be paid by the Corporation in advanceof the final disposition of such action, suit or proceeding upon receipt of anundertaking by or on behalf of the director or officer to repay such amount ifit shall ultimately be determined that he or she is not entitled to beindemnified by the Corporation as authorized in this Article VI.  Such expenses incurred by other employees andagents may be so paid upon such terms and conditions, if any, as the board ofdirectors deems appropriate.

Section 6.               Non-exclusivity.  The indemnification and advancement ofexpenses provided by, or granted pursuant to, the other Sections of thisArticle VI shall not be deemed exclusive of any other rights to which thoseseeking indemnification or advancement of expenses may be entitled under anybylaw, agreement, vote of stockholders or disinterested directors or otherwise,both as to action in his or her official capacity and as to action in anothercapacity while holding such office, and shall continue, unless otherwiseprovided when authorized or ratified, as to a person who has ceased to be adirector, officer, employee or agent and shall inure to the benefit of theheirs, executors and administrators of such a person.

Section 7.               Insurance.  The Corporation shall have power to purchaseand 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 therequest of the Corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise against anyliability asserted against him or her and incurred by him or her in any suchcapacity, or arising out of his or her status as such, whether or not the Corporationwould have the power to indemnify him or her against such liability under theprovisions of this Article VI.

Section 8.               Definitions.  For purposes of this Article VI, thefollowing terms shall have the following meanings:

(a)           references to “the Corporation” shallinclude, in addition to the resulting corporation, any constituent corporation(including any constituent of a constituent) absorbed in a consolidation ormerger which, if its separate existence had continued, would have had power andauthority to indemnify its directors, officers, employees or agents so that anyperson who is 

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or was a director,officer, employee or agent of such constituent corporation, or is or wasserving at the request of such constituent corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust orother enterprise shall stand in the same position under the provisions of thisArticle VI with respect to the resulting or surviving corporation as he or shewould have with respect to such constituent corporation if its separateexistence had continued;

(b)           references to “other enterprises”shall include employee benefit plans;

(c)           references to “fines” shall includeany excise taxes assessed on a person with respect to an employee benefit plan;

(d)           references to “serving at the requestof the Corporation” shall include any service as a director, officer, employeeor agent of the Corporation which imposes duties on, or involves services by,such director, officer, employee, or agent with respect to an employee benefitplan, its participants, or beneficiaries; and

(e)           a person who acted in good faith andin a manner he reasonably believed to be in the interest of the participantsand beneficiaries of an employee benefit plan shall be deemed to have acted ina manner “not opposed to the interests of the Corporation” as referred to inthis Article VI.

ARTICLE VII

Capital Stock

Section 1.               Certificates of Stock.  The shares of the Corporation shall berepresented by certificates, provided that the board of directors of theCorporation may, by resolution, provide that some or all of any or all classesor series of its stock shall be uncertificated shares.  Any such resolution shall not apply to sharesrepresented by a certificate until such certificate is surrendered to theCorporation.  Notwithstanding theadoption of such a resolution by the board of directors, every holder of stockrepresented by certificates and upon request every holder of uncertificatedshares shall be entitled to have a certificate signed by, or in the name of theCorporation by the chairman or vice chairman of the board of directors, or thepresident or vice president, and by the treasurer or an assistant treasurer, orthe secretary or an assistant secretary of the Corporation representing thenumber of shares registered in certificate form.  Any or all the signatures on the certificatemay be a facsimile.  In case any officer,transfer agent, or registrar who has signed or whose facsimile signature hasbeen placed upon a certificate shall 

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have ceased to besuch officer, transfer agent or registrar before such certificate is issued, itmay be issued by the Corporation with the same effect as if he were suchofficer, transfer agent or registrar at the date of issue.

Section 2.               Issuance of Stock.  Unless otherwise voted by the stockholdersand subject to the provisions of the Certificate of Incorporation, the whole orany part of any unissued balance of the authorized capital stock of theCorporation or the whole or any part of any unissued balance of the authorizedcapital stock of the Corporation held in its treasury may be issued, sold,transferred or otherwise disposed of by resolution of the board of directors insuch manner, for such consideration and on such terms as the board of directorsmay determine.  Consideration for suchshares of capital stock shall be expressed in dollars, and shall not be lessthan the par value or stated value therefor, as the case may be.  The par value for shares, if any, shall bestated in the Certificate of Incorporation, and the stated value for shares, ifany, shall be fixed from time to time by the board of directors.

Section 3.               Lost Certificates.  The board of directors may direct a newcertificate to be issued in place of any previously issued certificate allegedto have been destroyed or lost if the owner makes an affidavit or affirmationof that fact and produces such evidence of loss or destruction as the board mayrequire.  The board, in its discretion,may as a condition precedent to the issuance of a new certificate require theowner to give the Corporation a bond as indemnity against any claim that may bemade against the Corporation relating to the allegedly destroyed or lostcertificate.

Section 4.               Transfer of Shares.  Subject to applicable law, shares of stock ofthe Corporation may be transferred on its books upon the surrender to theCorporation or its transfer agent of the certificates representing such shares,if any, duly endorsed or accompanied by a written assignment or power ofattorney duly executed and with such proof of authority or authenticity ofsignature as the Corporation or its transfer agent may reasonably require.  In that event, the surrendered certificatesshall be cancelled, new certificates issued to the persons entitled to them, ifany, and the transaction recorded on the books of the Corporation.

Section 5.               Registered Stockholders.  The Corporation shall be entitled torecognize the exclusive right of a person registered on its books as the ownerof shares to receive dividends, and to vote as such owner, and to hold liablefor calls and assessments a person registered on its books as the owner ofshares, and shall not be bound to recognize any equitable or other claim to orinterest in such share or shares on the part of the other person, whether ornot it shall have express or other notice thereof, except as otherwise providedby the laws of the State of Delaware.

Section 6.               Stock Ledger.  An appropriate stock journal and ledger shallbe kept by the secretary or such registrars or transfer agents as the directorsby resolution may appoint in which all transactions in the shares of stock ofthe Corporation shall be recorded.

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Section 7.               Restriction on Transfer ofShares.  Notice of any restriction onthe transfer of the stock of the Corporation shall be placed on eachcertificate of stock issued or in the case of uncertificated shares containedin the notice sent to the registered owner of such shares in accordance withthe provisions of the Delaware Corporation Law.

ARTICLE VIII

Disbursements

All checks ordemands for money and notes of the Corporation shall be signed by such officeror officers or such other person or persons as the Board of Directors may fromtime to time designate.

ARTICLE IX

Fiscal Year

The fiscal year ofthe Corporation shall be determined by the board of directors and set forth inthe minutes of the directors.  Saidfiscal year may be changed from time to time by the board of directors in itsdiscretion.

ARTICLE X

Dividends

Dividends upon thecapital stock of the Corporation, subject to the provisions of the Certificateof Incorporation, if any, may be declared by the board of directors at anyregular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capitalstock, subject to the provisions of the Certificate of Incorporation.  Before payment of any dividend, there may beset aside out of any funds of the Corporation available for dividends such sumor sums as the directors from time to time, in their absolute discretion, thinkproper as a reserve or reserves to meet contingencies, or for equalizingdividends, or for repairing or maintaining any property of the Corporation, orfor such other purpose as the directors shall think in the best interest of theCorporation, and the directors may modify or abolish any such reserve in themanner in which it was created.

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ARTICLE XI

Amendments

Notwithstandinganything contained in these Bylaws to the contrary, Sections 2, 3, 4 and 6 ofArticle III hereof shall not be altered, amended or repealed and no provisioninconsistent therewith shall be adopted without the affirmative vote of theholders of at least 80% of the voting power of all of the capital stock of theCorporation entitled to vote generally in the election of directors, votingtogether as a single class. Notwithstanding anything contained in these Bylaws to the contrary, theaffirmative vote of the holders of at least 80% of the voting power of all ofthe capital stock of the Corporation entitled to vote generally in the electionof directors, voting together as a single class, shall be required to alter,amend, repeal or adopt any provision inconsistent with this Article XI.  Subject to the foregoing, the board of directorsmay amend, supplement or repeal these Bylaws or adopt new Bylaws, and all suchchanges shall affect and be binding upon the holders of all shares heretoforeas well as hereafter authorized, subscribed for or offered.

ARTICLE XII

           Unless approved by the holders of a majorityof the shares present and entitled to vote at a duly convened meeting ofstockholders, the Company shall not grant any stock options with an exerciseprice that is less than 100% of the fair market value of the underlying stockon the date of the grant.  This bylaw maynot be amended or repealed without affirmative vote of the holders of amajority of the shares present and entitled to vote at a duly convened meetingof stockholders.

ARTICLE XIII

Miscellaneous

Section 1.               Gender.  Whenever required by the context, thesingular shall include the plural, the plural the singular, and one gendershall include all genders.

Section 2.               Invalid Provision.  The invalidity or unenforceability of anyparticular provision of these Bylaws shall not affect the other provisionsherein, and these Bylaws shall be construed in all respects as if such invalidor unenforceable provision was omitted.

Section 3.               Governing Law.  These Bylaws shall be governed by andconstrued in accordance with the laws of the State of Delaware.

 

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