EXHIBIT 4.1
                                                                     -----------

                                   BY-LAWS OF
                          THOMAS PHARMACEUTICALS. LTD.
                           (A NEW JERSEY CORPORATION)


                                    Article 1
                  Law. Certificate of Incorporation and By-Laws
                  ---------------------------------------------

         1.1. These by-laws are subject to the certificate of incorporation of
the Corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws shall mean the law of the State of New Jersey and the
provisions of the certificate of incorporation and the by-laws as from time to
time in effect.

                                    Article 2
                                  Shareholders
                                  ------------

         2.1. Annual Meeting. Except as may otherwise be provided for
specifically by law, the annual meeting of shareholders shall be held at such
date and time as shall be designated from time to time by the board of directors
and stated in the notice of the meeting, at which they shall elect a board of
directors and transact such other business as may be required by law or these
by-laws or as may properly come before the meeting.

         2.2. Special Meetings. A special meeting of the shareholders may be
called at any time by the chairman of the board, if any, the president or the
board of directors. A special meeting of the shareholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purpose(s) of the meeting.

         2.3. Place of Meeting. All meetings of the shareholders for the
election of directors or for any other purpose shall be held at such place as
may be determined from time to time by the board of directors. Any adjourned
session of any meeting of the shareholders shall be held at the place designated
in the vote of adjournment.

         2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of shareholders stating the place, day and hour thereof
and, in the case of a special meeting, the purpose(s) for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each shareholder entitled to vote thereat, and to each shareholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such shareholder at his address as it appears in the
records of the Corporation. Such notice shall be given by the secretary, or by
an officer or person designated by the board of directors, or in the case of a

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special meeting by the officer calling the meeting. As to any adjourned session
of any meeting of shareholders, notice of the adjourned meeting need not be
given if the time and place thereof are announced at the meeting at which the
adjournment was taken except that if after the adjournment a new record date is
set for the adjourned session, notice of any such adjourned session of the
meeting shall be given in the manner heretofore described. No notice of any
meeting of shareholders or any adjourned session thereof need be given to a
shareholder if a written waiver of notice, executed before or after the meeting
or such adjourned session by such shareholder, in person or by proxy, is filed
with the records of the meeting or if the shareholder attends such meeting, in
person or by proxy, without objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
meeting of shareholders or any adjourned session thereof need be specified in
any written waiver of notice.

         2.5. Quorum of Shareholders. At any meeting of the shareholders a
quorum as to any matter shall consist of a majority of the votes entitled to be
cast on the matter, except where a larger quorum is required by law, by the
certificate of incorporation or by these by-laws. Any meeting may be adjourned
from time to time by a majority of the votes properly cast upon the question,
whether or not a quorum is present. If a quorum is present at an original
meeting, a quorum need not be present at an adjourned session of that meeting.
Shares of its own stock belonging to the Corporation or to another corporation,
if a majority of the shares entitled to vote in the election of directors of
such other corporation is held, directly or indirectly, by the Corporation,
shall neither be entitled to vote nor be counted for quorum purposes; provided,
however, that the foregoing shall not limit the right of any corporation to vote
stock, including but not limited to its own stock, held by it in a fiduciary
capacity.

         2.6. Action by Vote. When a quorum is present at any meeting, a
plurality of the votes properly cast for election to any office shall elect to
such office and a majority of the votes properly cast upon any question other
than an election to an office shall decide the question, except when a larger
vote is required by law, by the certificate of incorporation or by these
by-laws. No ballot shall be required for any election unless requested by a
shareholder present or represented at the meeting and entitled to vote in the
election.

         2.7. Action without Meetings. Unless otherwise provided in the
certificate of incorporation or by applicable law, any action required or
permitted to be taken by shareholders for or in connection with any corporate
action, including the election of directors, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, upon the written consent of shareholders who would have
been entitled to cast the minimum number of votes which would be necessary to
authorize such action at a meeting at which all shareholders entitled to vote
thereon were present and voting. The writing or writings comprising such written
consent shall be filed with the records of the meetings of shareholders.

         2.8. Proxy Representation. Every shareholder may authorize another
person or persons to act for him by proxy in all matters in which a shareholder
is entitled to participate, whether by waiving notice of any meeting, objecting
to or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the shareholder

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or by his attorney-in-fact, except that a proxy may be given by a shareholder or
his agent by telegram, cable, telephonic transmission or by any other means of
electronic communication so long as that telegram, cable, telephonic
transmission or other means of electronic communication either sets forth or is
submitted with information from which it can be determined that the proxy was
authorized by the shareholder or his agent. No proxy shall be voted or acted
upon after eleven months from its date unless such proxy provides for a longer
period. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and, if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the Corporation generally. The
authorization of a proxy may but need not be limited to specified action,
provided, however, that if a proxy limits its authorization to a meeting or
meetings of shareholders, unless otherwise specifically provided such proxy
shall entitle the holder thereof to vote at any adjourned session but shall not
be valid after the final adjournment thereof

         2.9. Inspectors. The directors or the person presiding at the meeting
may, but need not, appoint one or more inspectors of election and any substitute
inspectors to act at the meeting or any adjournment thereof Each inspector,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares of stock outstanding and the voting power
of each, the shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all shareholders. On request of the person presiding at
the meeting, the inspectors shall make a report in writing of any challenge,
question or matter determined by them and execute a certificate of any fact
found by them.

         2.10. List of Shareholders. The secretary shall prepare and make, at
least ten days before every meeting of shareholders, a complete list of the
shareholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each shareholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
shareholders entitled to examine such list or to vote in person or by proxy at
such meeting.

                                    Article 3
                               Board of Directors
                               ------------------

         3.1. Number. The number of directors which shall constitute the whole
board shall not be less than one nor more than five (5) in number. Thereafter,
within the foregoing limits, the shareholders at the annual meeting shall
determine the number of directors and shall elect the number of directors as
determined. Directors need not be shareholders.

         3.2. Tenure. Except as otherwise provided by law, by the certificate of
incorporation or by these by-laws, each director shall hold office until the
next annual meeting of

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shareholders and until his successor is elected and qualified, or until he
sooner dies, resigns, is removed or becomes disqualified.

         3.3. Powers. The business and affairs of the Corporation shall be
managed by or under the direction of the board of directors who shall have and
may exercise all the powers of the Corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the shareholders.

         3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
shareholders at a meeting called for the purpose, or by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. When one or more directors shall resign from the board, effective at a
future date, a majority of the directors then in office, including those who
have resigned, shall have power to fill such vacancy or vacancies, the vote or
action by writing thereon to take effect when such resignation or resignations
shall become effective. The directors shall have and may exercise all their
powers notwithstanding the existence of one or more vacancies in their number,
subject to any requirements of law or of the certificate of incorporation or of
these by-laws as to the number of directors required for a quorum or for any
vote or other actions.

         3.5. Committees. The board of directors may, by vote of a majority of
the whole board, (a) designate, change the membership of or terminate the
existence of any committee or committees, each committee to consist of one or
more of the directors; (b) designate one or more directors as alternate members
of any such committee who may replace any absent or disqualified member at any
meeting of the committee; and (c) determine the extent to which each such
committee shall have and may exercise the powers of the board of directors in
the management of the business and affairs of the Corporation, including the
power to authorize the seal of the Corporation to be affixed to all papers which
require it and the power and authority to declare dividends or to authorize the
issuance of stock; excepting, however, such powers which by law, by the
certificate of incorporation or by these by-laws they are prohibited from so
delegating. In the absence or disqualification of any member of such committee
and his alternate, if any, the member or members thereof present at any meeting
and not disqualified from voting, whether or not constituting a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Except as the
board of directors may otherwise determine, any committee may make rules for the
conduct of its business, but unless otherwise provided by the board or such
rules, its business shall be conducted in the same manner as is provided by
these by-laws for the conduct of business by the entire board of directors. Each
committee shall keep regular minutes of its meetings and report the same to the
board of directors upon request.

         3.6. Regular Meetings. Regular meetings of the board of directors may
be held without call or notice at such places within or without the state of
incorporation of the Corporation and at such times as the board may from time to
time determine, provided that notice of the first regular meeting following any
such determination shall be given to absent

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directors. A regular meeting of the directors may be held without call or notice
immediately after and at the same place as the annual meeting of shareholders.

         3.7. Special Meetings. Special meetings of the board of directors may
be held at any time and at any place within or without the state of
incorporation of the Corporation designated in the notice of the meeting, when
called by the chairman of the board, if any, the president, or by one-third or
more in number of the directors, reasonable notice thereof being given to each
director by the secretary or by the chairman of the board, if any, the president
or any one of the directors calling the meeting.

         3.8. Notice. It shall be reasonable and sufficient notice to a director
to send notice by mail at least forty-eight hours or by telegram or telephone
facsimile transmission at least twenty-four hours before the meeting addressed
to him at his usual or last known business or residence address or to give
notice to him in person or by telephone at least twenty-four hours before the
meeting. Notice of a meeting need not be given to any director if a written
waiver of notice, executed by him before or after the meeting, is filed with the
records of the meeting, or to any director who attends the meeting without
protesting prior thereto or at its commencement the lack of notice to him.
Neither notice of a meeting nor a waiver of a notice need specify the purposes
of the meeting.

         3.9. Quorum. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, at any meeting of the
directors a majority of the directors then in office shall constitute a quorum;
a quorum shall not in any case be less than one-third of the total number of
directors constituting the whole board. Any meeting may be adjourned from time
to time by a majority of the votes cast upon the question, whether or not a
quorum is present, and the meeting may be held as adjourned without further
notice.

         3.10. Action by Vote. Except as may be otherwise provided by law, by
the certificate of incorporation or by these by-laws, when a quorum is present
at any meeting the vote of a majority of the directors present shall be the act
of the board of directors.

         3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

         3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

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         3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving reasonable
compensation therefor.

         3.14. Interested Directors and Officers.

                  (a) No contract or transaction between the Corporation and one
or more of its directors or officers, or between the Corporation and any other
corporation, partnership, association, or other organization in which one or
more of the Corporation's directors or officers are directors or officers, or
have a financial interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or participates in the
meeting of the board or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such purpose,
if any one of the following is true:

                  (1) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the board of
directors or the committee, and the board or committee in good faith authorizes
the contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

                  (2) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the shareholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the shareholders; or

                  (3) The contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified, by the board of
directors, a committee thereof, or the shareholders.

                  (b) Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes the contract or transaction.

                                    Article 4
                               Officers and Agents
                               -------------------

         4.1. Enumeration: Qualification. The officers of the Corporation shall
be a president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board and one or more vice
presidents. The Corporation may also have such agents, if any, as the board of
directors from time to time may in its discretion choose. Any officer may be but
none need be a director or shareholder. Any two or more offices may be held by
the same person.

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         4.2. Powers. Subject to law, to the certificate of incorporation and to
the other provisions of these by-laws, each officer shall have, in addition to
the duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

         4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the shareholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

         4.4. Tenure. Each officer shall hold office until the first meeting of
the board of directors following the next annual meeting of the shareholders and
until his respective successor is chosen and qualified unless a shorter period
shall have been specified by the terms of his election or appointment, or in
each case until he sooner dies, resigns, is removed or becomes disqualified.
Each agent shall retain his authority at the pleasure of the directors, or the
officer by whom he was appointed or by the officer who then holds agent
appointive power.

         4.5. Chairman of the Board of Directors, President and Vice President.
The chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the shareholders and of the board of directors.

         Unless the board of directors otherwise specifies, the president shall
be the chief executive officer and shall have direct charge of all business
operations of the Corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the Corporation.

         Any vice presidents shall have such duties and powers as shall be
designated from time to time by the board of directors or by the president.

         4.6. Treasurer and Assistant Treasurers. The treasurer shall be the
chief financial officer of the Corporation and shall be in charge of its funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president.

         Any assistant treasurers shall have such duties and powers as shall be
designated from time to time by the board of directors, the president or the
treasurer.

         4.7. Secretary and Assistant Secretaries. The secretary shall record
all proceedings of the shareholders, of the board of directors and of committees
of the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of shareholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the Corporation, which

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shall contain the names and record addresses of all shareholders and the number
of shares registered in the name of each shareholder. He shall have such other
duties and powers as may from time to time be designated by the board of
directors or the president.

         Any assistant secretaries shall have such duties and powers as shall be
designated from time to time by the board of directors, the president or the
secretary.

                                    Article 5
                             Resignation and Removal
                             -----------------------

         5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by directors
to fill vacancies in the board) may be removed from office with or without cause
by the vote of the holders of a majority of the shares issued and outstanding
and entitled to vote in the election of directors. The board of directors may at
any time remove any officer either with or without cause. The board of directors
may at any time terminate or modify the authority of any agent.

                                    Article 6
                                    Vacancies
                                    ---------

         6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                                    Article 7
                                  Capital Stock
                                  -------------

         7.1. Stock Certificates. Each shareholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity with
law, the certificate of incorporation and these bylaws, be prescribed from time
to time by the board of directors. Such certificate shall be signed by the
chairman or vice chairman of the board, if any, or the president or a vice
president and may be countersigned by the treasurer or an assistant treasurer or
by the secretary or an assistant secretary. Any of or all the signatures on the
certificate may be a facsimile. In case an officer, transfer agent, or registrar
who has signed or whose facsimile signature has been placed on such certificate
shall have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent, or registrar at the time of its
issue.

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         7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the Corporation against any claim on account thereof, as
the board of directors may prescribe.

                                    Article 8
                                Transfer of Stock
                                -----------------

         8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the Corporation by the surrender to the Corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the Corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of
incorporation or by these by-laws, the Corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the Corporation.

         It shall be the duty of each shareholder to notify the Corporation of
his post office address.

         8.2. Record Date and Closing Transfer Books. In order that the
Corporation may determine the shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the board of directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days (or such longer period as may be required by law) before the date of such
meeting, nor more than sixty days prior to any other action.

         If no record date is fixed:

         (a) The record date for determining shareholders entitled to notice of
or to vote at a meeting of shareholders shall be at the close of business on the
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 meeting is
held.

         (b) The record date for determining shareholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the board of directors is necessary, shall be the day on which the first
written consent is expressed.

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         (c) The record date for determining shareholders for any other purpose
shall be at the close of business on the day on which the board of directors
adopts the resolution relating thereto.

         A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.

                                    Article 9
                             Execution of Documents
                             ----------------------

         9.1. Except as the board of directors may generally or in particular
cases authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the Corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                                   Article 10
                                   Fiscal Year
                                   -----------

         10.1. The fiscal year of the Corporation shall be determined from time
to time by the board of directors.

                                   Article 11
                                 Indemnification
                                 ---------------

         11.1. Indemnification of Directors and Officers. The Corporation shall,
to the fullest extent permitted by applicable law, indemnify any person (and the
heirs, executors and administrators thereof) who was or is made, or threatened
to be made, a party to an action, suit or proceeding, whether civil, criminal,
administrative or investigative, whether involving any actual or alleged breach
of duty, neglect or error, any accountability, or any actual or alleged
misstatement, misleading statement or other act or omission and whether brought
or threatened in any court or administrative or legislative body or agency,
including an action by or in the right of the Corporation to procure a judgment
in its favor and an action by or in the right of any other corporation of any
type or kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which any director or officer of the
Corporation is serving or has served in any capacity at the request of the
Corporation, by reason of the fact that he, his testator or intestate is or was
a director or officer of the Corporation, or is serving or has served such other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity, against judgments, fines, amounts paid in
settlement, and costs, charges and expenses, including attorneys' fees, incurred
therein or in any appeal thereof

         11.2. Indemnification of Others. The Corporation shall indemnify other
persons and reimburse the expenses thereof, to the extent required by the
applicable law, and may indemnify any other person to whom the Corporation is
permitted to provide

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indemnification or the advancement of expenses, whether pursuant to rights
granted pursuant to, or provided by, such law or otherwise.

         11.3. Advances or Reimbursement of Expenses. The Corporation shall,
from time to time, reimburse or advance to any person referred to in Section
11.1 the funds necessary for payment of expenses, including attorneys' fees,
incurred in connection with any action, suit or proceeding referred to in
Section 11.1, upon receipt of a written undertaking by or on behalf of such
person to repay such amount(s) if a judgment or other final adjudication adverse
to the director or officer establishes that his acts or omissions (i) constitute
a breach of his duty of loyalty to the Corporation or its shareholders, (ii)
were not in good faith, (iii) involved a knowing violation of law, (iv) resulted
in his receiving an improper personal benefit, or (v) were otherwise of such a
character that New Jersey law would require that such amount(s) be repaid.

         11.4. Service of Certain Entities Deemed Requested. Any director or
officer of the Corporation serving (i) another corporation, of which a majority
of the shares entitled to vote in the election of its directors is held by the
Corporation, or (ii) any employee benefit plan of the Corporation or any
corporation referred in clause (i), in any capacity shall be deemed to be doing
so at the request of the Corporation.

         11.5. Interpretation. Any person entitled to be indemnified or to the
reimbursement or advancement of expenses as a matter of right pursuant to this
Article may elect to have the right to indemnification (or advancement of
expense) interpreted on the basis of the applicable law in effect at the time of
the occurrence of the event or events giving rise to the action, suit or
proceeding, to the extent permitted by applicable law, or on the basis of the
applicable law in effect at the time indemnification is sought.

         11.6. Indemnification Right. The right to be indemnified or to the
reimbursement or advancement of expenses pursuant to this Article (i) is a
contract right pursuant to which the person entitled thereto may bring suit as
if the provisions hereof were set forth in a separate written contract between
the Corporation and the director or officer, (ii) is intended to be retroactive
and shall be available with respect to events occurring prior to the adoption
hereof, (iii) shall continue to exist after any elimination of or amendment to
this Article 11 hereof with respect to events occurring prior thereto, and (iv)
and shall not be deemed exclusive of any other rights to which any person
claiming indemnification hereunder may be entitled.

         11.7. Indemnification Claims. If a request to be indemnified or for the
reimbursement or advancement of expenses pursuant hereto is not paid in full by
the Corporation within thirty days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled also to be paid the expenses of
prosecuting such claim. Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel, or its shareholders) to have made
a determination prior to the commencement of such action that indemnification of
or reimbursement or advancement of expenses to the claimant is proper in the
circumstances, nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel, or its shareholders) that

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<PAGE>

the claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses, shall be a defense to the action or create a
presumption that the claimant is not so entitled.

                                   Article 12
                                   Amendments
                                   ----------

         12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the shareholders or directors, may be amended or reinstated by the
shareholders or the directors.































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