<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>4
<FILENAME>v07806_ex3-2.txt
<TEXT>

                                                                     EXHIBIT 3.2

                           AMENDED AND RESTATED BYLAWS

                                       OF

                           DYADIC INTERNATIONAL, INC.
                             (A DELAWARE CORPORATION
                     FORMERLY KNOWN AS CCP WORLDWIDE, INC.)









                        EFFECTIVE AS OF November 1, 2004



<PAGE>


                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I.    OFFICES..........................................................1

              Section 1.01 Registered Office...................................1
              Section 1.02 Other Offices.......................................1

ARTICLE II.   CORPORATE SEAL...................................................1

              Section 2.01   Corporate Seal....................................1

ARTICLE III.  STOCKHOLDERS' MEETINGS...........................................1

              Section 3.01 Place Of Meetings...................................1
              Section 3.02 Annual Meetings.....................................1
              Section 3.03 Special Meetings....................................4
              Section 3.04 Notice Of Meetings..................................4
              Section 3.05 Quorum..............................................5
              Section 3.06 Adjournment and Notice Of Adjourned Meetings........5
              Section 3.07 Voting Rights.......................................5
              Section 3.08 Joint Owners Of Stock...............................5
              Section 3.09 List Of Stockholders................................6
              Section 3.10 Action Without Meeting..............................6
              Section 3.11 Organization........................................6
              Section 3.12 Supermajority Vote Requirement......................7

ARTICLE IV. DIRECTORS..........................................................7

              Section 4.01 Number..............................................7
              Section 4.02 Powers..............................................7
              Section 4.03 Classes of Directors................................7
              Section 4.04 Vacancies...........................................8
              Section 4.05 Resignation.........................................9
              Section 4.06 Removal.............................................9
              Section 4.07 Meetings............................................9
              Section 4.08 Quorum And Voting..................................10
              Section 4.09 Action Without Meeting.............................10
              Section 4.10 Fees and Compensation..............................10
              Section 4.11 Committees.........................................10
              Section 4.12 Organization.......................................12

ARTICLE V.    OFFICERS........................................................12

              Section 5.01 Officers Designated................................12
              Section 5.02 Tenure And Duties Of Officers......................12
              Section 5.03 Delegation Of Authority............................14

                                       i


<PAGE>

              Section 5.04 Resignations.......................................14
              Section 5.05 Removal............................................14

ARTICLE VI. EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF
            SECURITIES OWNED BY THE CORPORATION...............................14

            Section 6.01   Execution Of Corporate Instruments.................14
            Section 6.02   Voting Of Securities Owned By The Corporation......15

ARTICLE VII.  SHARES OF STOCK.................................................15

              Section 7.01 Form And Execution Of Certificates.................15
              Section 7.02 Lost Certificates..................................16
              Section 7.03 Transfers..........................................16
              Section 7.04 Fixing Record Dates................................16
              Section 7.05 Registered Stockholders............................17

ARTICLE VIII. OTHER SECURITIES OF THE CORPORATION.............................17

              Section 8.01 Execution Of Other Securities......................17

ARTICLE IX.   DIVIDENDS.......................................................17

              Section 9.01 Declaration Of Dividends...........................17
              Section 9.02 Dividend Reserve...................................18

ARTICLE X.    FISCAL YEAR.....................................................18

              Section 10.01  Fiscal Year. The fiscal year of the corporation
              shall be fixed by resolution of the Board of Directors..........18

ARTICLE XI.   INDEMNIFICATION.................................................18

              Section 11.01  Indemnification Of Directors, Officers,
              Employees And Other Agents......................................18

ARTICLE XII.  NOTICES.........................................................21

              Section 12.01 Notices...........................................21

ARTICLE XIII.  AMENDMENTS.....................................................23

              Section 13.01 Amendments........................................23

ARTICLE XIV.  LOANS TO OFFICERS...............................................23

              Section 14.01  Loans To Officers................................23

ARTICLE XV.   EFFECTIVENESS OF AMENDED AND RESTATED BYLAWS....................23


                                       ii


<PAGE>


                                     BYLAWS

                                       OF

                           DYADIC INTERNATIONAL, INC.
                            (A DELAWARE CORPORATION)


                                   ARTICLE I.

                                     OFFICES

           Section  1.01  Registered   Office.  The  registered  office  of  the
corporation in the State of Delaware shall be in the City of Wilmington,  County
of New Castle.

           Section  1.02  Other  Offices.  The  corporation  shall also have and
maintain an office or principal  place of business at such place as may be fixed
by the Board of Directors,  and may also have offices at such other places, both
within and without the State of Delaware as the Board of Directors may from time
to time determine or the business of the corporation may require.

                                  ARTICLE II.

                                 CORPORATE SEAL

           Section 2.01  Corporate  Seal.  The corporate seal shall consist of a
die bearing the name of the corporation and the  inscription,  "Corporate  Seal-
Delaware."  Said seal may be used by  causing  it or a  facsimile  thereof to be
impressed or affixed or reproduced or otherwise.

                                  ARTICLE III

                             STOCKHOLDERS' MEETINGS

           Section 3.01 Place Of Meetings.  Meetings of the  stockholders of the
corporation  shall be held at such place,  either within or without the State of
Delaware, as may be designated from time to time by the Board of Directors,  or,
if not so  designated,  then at the  office of the  corporation  required  to be
maintained pursuant to Section 1.02 hereof.

           Section 3.02 Annual Meetings.


           (a) The annual meeting of the  stockholders of the  corporation,  for
the purpose of election of directors and for such other business as may lawfully
come before it, shall be held on such date and at such time as may be designated
from time to time by the Board of Directors. Nominations of persons for election
to the Board of  Directors  of the  corporation  shall be, and the  proposal  of
business to be considered by the  stockholders may be, made at an annual meeting
of stockholders  pursuant to the corporation's notice of meeting of stockholders
(i) by or at the direction of the Board of Directors; or (ii) by any stockholder
of the  corporation  who was a  stockholder  of  record at the time of giving of
notice provided for in the following  paragraph,  who is entitled to vote at the
meeting and who complied  with the notice  procedures  set forth in this Section
3.02.


<PAGE>


           (b) At an annual  meeting  of the  stockholders,  only such  business
shall be conducted as shall have been properly  brought before the meeting.  For
nominations or other business to be properly brought before an annual meeting by
a stockholder  pursuant to clause (iii) of Section 3.02(a) of these Bylaws,  (i)
the  stockholder  must have  given  timely  notice  thereof  in  writing  to the
Secretary of the  corporation,  (ii) such other business must be a proper matter
for  stockholder  action under the Delaware  General  Corporation  Law ("DGCL"),
(iii) if the  stockholder,  or the  beneficial  owner on whose  behalf  any such
proposal or nomination is made, has provided the corporation with a Solicitation
Notice (as defined in this Section  3.02(b)),  such  stockholder  or  beneficial
owner must, in the case of a proposal, have delivered a proxy statement and form
of proxy to  holders  of at least the  percentage  of the  corporation's  voting
shares required under applicable law to carry any such proposal, or, in the case
of a nomination or  nominations,  have  delivered a proxy  statement and form of
proxy to holders of a percentage of the  corporation's  voting shares reasonably
believed by such  stockholder or beneficial  owner to be sufficient to elect the
nominee or nominees proposed to be nominated by such  stockholder,  and must, in
either case, have included in such materials the Solicitation  Notice,  and (iv)
if no Solicitation  Notice relating thereto has been timely provided pursuant to
this section,  the  stockholder or beneficial  owner  proposing such business or
nomination  must not have  solicited  a number  of  proxies  sufficient  to have
required the delivery of such a Solicitation  Notice under this Section 3.02. To
be timely,  a  stockholder's  notice shall be delivered to the  Secretary at the
principal  executive  offices  of the  corporation  not later  than the close of
business on the  ninetieth  (90th) day nor earlier than the close of business on
the one  hundred  twentieth  (120th) day prior to the first  anniversary  of the
preceding year's annual meeting;  provided,  however, that in the event that the
date of the annual  meeting is  advanced  more than thirty (30) days prior to or
delayed by more than thirty  (30) days after the  anniversary  of the  preceding
year's  annual  meeting,  notice  by the  stockholder  to be  timely  must be so
delivered  not earlier  than the close of business on the one hundred  twentieth
(120th)  day  prior to such  annual  meeting  and not  later  than the  close of
business on the later of the ninetieth  (90th) day prior to such annual  meeting
or the tenth (10th) day  following the day on which public  announcement  of the
date of such meeting is first made. In no event shall the public announcement of
an adjournment of an annual meeting commence a new time period for the giving of
a stockholder's  notice as described above. Such stockholder's  notice shall set
forth:  (A) as to each person  whom the  stockholder  proposed  to nominate  for
election or  reelection  as a director all  information  relating to such person
that is required to be  disclosed  in  solicitations  of proxies for election of
directors  in an  election  contest,  or is  otherwise  required,  in each  case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "1934 Act") and Rule 14a-11  thereunder  (including  such person's  written
consent to being named in the proxy  statement  as a nominee and to serving as a
director if elected); (B) as to any other business that the stockholder proposes
to bring before the meeting,  a brief  description of the business desired to be
brought  before the meeting,  the reasons for  conducting  such  business at the
meeting and any material  interest in such business of such  stockholder and the
beneficial  owner,  if any, on whose behalf the proposal is made;  and (C) as to
the  stockholder  giving the notice and the beneficial  owner,  if any, on whose
behalf  the  nomination  or  proposal  is made (i) the name and  address of such
stockholder,  as they appear on the corporation's  books, and of such beneficial
owner,  (ii) the class and number of shares of the  corporation  which are owned


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<PAGE>


beneficially  and of record by such  stockholder and such beneficial  owner, and
(iii) whether either such  stockholder or beneficial  owner intends to deliver a
proxy statement and form of proxy to holders of, in the case of the proposal, at
least  the  percentage  of  the  corporation's   voting  shares  required  under
applicable  law to  carry  the  proposal  or,  in the  case of a  nomination  or
nominations,  a sufficient number of holders of the corporation's  voting shares
to elect such nominee or nominees (an  affirmative  statement of such intent,  a
"Solicitation Notice").

           (c)  Notwithstanding  anything  in the  second  sentence  of  Section
3.02(b)  of these  Bylaws  to the  contrary,  in the  event  that the  number of
directors  to be  elected  to the  Board  of  Directors  of the  corporation  is
increased  and there is no public  announcement  naming all of the  nominees for
director or specifying the size of the increased  Board of Directors made by the
corporation  at least one hundred (100) days prior to the first  anniversary  of
the preceding  year's annual meeting,  a  stockholder's  notice required by this
Section 3.02 shall also be considered  timely, but only with respect to nominees
for any new positions created by such increase,  if it shall be delivered to the
Secretary at the principal  executive  offices of the corporation not later than
the close of business on the tenth  (10th) day  following  the day on which such
public announcement is first made by the corporation.

           (d) Only  such  persons  who are  nominated  in  accordance  with the
procedures  set  forth  in this  Section  3.02  shall  be  eligible  to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance  with the procedures
set  forth in this  Section  3.02.  Except as  otherwise  provided  by law,  the
Chairman of the  meeting  shall have the power and duty to  determine  whether a
nomination or any business  proposed to be brought  before the meeting was made,
or proposed,  as the case may be, in accordance with the procedures set forth in
these Bylaws and, if any proposed  nomination  or business is not in  compliance
with these Bylaws,  to declare that such defective  proposal or nomination shall
not be presented for stockholder action at the meeting and shall be disregarded.

           (e) Notwithstanding the foregoing provisions of this Section 3.02, in
order to include information with respect to a stockholder proposal in the proxy
statement  and form of proxy  prepared by the  corporation  for a  stockholder's
meeting,  stockholders  must  provide  notice  as  required  by the  regulations
promulgated  under  the 1934 Act.  Nothing  in these  Bylaws  shall be deemed to
affect any rights of  stockholders  to request  inclusion  of  proposals  in the
corporation's  proxy statement  pursuant to Rule 14a-8 under the 1934 Act or the
disclosure obligations of the corporation arising under Regulation 14A under the
1934 Act,  including  without  limitation those arising under Item 7 of Schedule
14A.

           (f) For purposes of this Section 3.02,  "public  announcement"  shall
mean  disclosure  in a press  release  reported  by the Dow Jones News  Service,
Associated Press or comparable  national news service or in a document  publicly
filed by the corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the 1934 Act.


                                       3
<PAGE>


           Section 3.03 Special Meetings.


           (a) Special  meetings of the stockholders of the corporation may only
be called,  for any  purpose or  purposes,  by (i) the  Chairman of the Board of
Directors,  (ii) the Chief  Executive  Officer,  or (iii) the Board of Directors
pursuant to a resolution adopted by a majority of the total number of authorized
directors  (whether or not there exist any  vacancies in  previously  authorized
directorships  at the time any such  resolution  is  presented  to the  Board of
Directors for adoption).

           (b) The Board of Directors shall determine the time and place of each
special meeting.  Upon  determination of the time and place of the meeting,  the
Chairman of the Board,  Chief  Executive  Officer,  President or Secretary shall
cause notice to be given to the  stockholders  entitled to vote,  in  accordance
with  the  provisions  of  Section  3.04 of these  Bylaws.  No  business  may be
transacted at a special meeting except for the business  specified in the notice
of the meeting.

           (c) In the event a special  meeting of stockholders is called for the
purpose of electing one or more directors to the Board of Directors, nominations
of persons for election to the Board of  Directors  may be made (i) by or at the
direction  of  the  Board  of  Directors  or  (ii)  by  any  stockholder  of the
corporation who is a stockholder of record at the time of giving notice provided
for in  these  Bylaws  who  shall be  entitled  to vote at the  meeting  and who
complies with the notice  procedures  set forth in the next  sentence.  Any such
stockholder  may nominate a person or persons (as the case may be), for election
to such  position(s)  as specified in the  corporation's  notice of meeting,  by
giving the notice  required by Section  3.02(b) of these Bylaws to the Secretary
at the principal  executive  offices of the corporation  except that such notice
will be deemed to be timely received by the  corporation  only if it is received
by the  Secretary  not later than the close of business on the tenth  (10th) day
following the earlier of (i) the day on which public  announcement is first made
of the date of the special meeting and of the nominees  proposed by the Board of
Directors to be elected at such meeting,  or (ii) the mailing by the corporation
to  stockholders  of the notice for the  meeting.  In no event  shall the public
announcement of an adjournment of a special  meeting  commence a new time period
for the giving of a stockholder's notice as described above.

           Section 3.04 Notice Of Meetings.  Except as otherwise provided by law
or  the  Certificate  of  Incorporation,  written  notice  of  each  meeting  of
stockholders shall be given not less than ten (10) nor more than sixty (60) days
before the date of the  meeting  to each  stockholder  entitled  to vote at such
meeting, such notice to specify the place, date and hour and purpose or purposes
of the  meeting.  Notice  of the time,  place  and  purpose  of any  meeting  of
stockholders  may be waived in writing,  signed by the person entitled to notice
thereof,  either  before  or  after  such  meeting,  and will be  waived  by any
stockholder  by his  attendance  thereat in person or by proxy,  except when the
stockholder  attends a meeting  for the  express  purpose of  objecting,  at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully  called or convened.  Any  stockholder so waiving notice of such
meeting shall be bound by the proceedings of any such meeting in all respects as
if due notice thereof had been given.


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<PAGE>


           Section 3.05 Quorum.  At all meetings of  stockholders,  except where
otherwise  provided by statute or by the  Certificate  of  Incorporation,  or by
these  Bylaws,  the  presence,  in person or by proxy  duly  authorized,  of the
holders of a majority of the outstanding  shares of stock entitled to vote shall
constitute a quorum for the transaction of business. In the absence of a quorum,
any meeting of stockholders may be adjourned,  from time to time,  either by the
chairman  of the  meeting or by vote of the  holders of a majority of the shares
represented  thereat, but no other business shall be transacted at such meeting.
The stockholders present at a duly called or convened meeting, at which a quorum
is present, may continue to transact business until adjournment, notwithstanding
the  withdrawal of enough  stockholders  to leave less than a quorum.  Except as
otherwise provided by statute, the Certificate of Incorporation or these Bylaws,
in all matters other than the election of directors, the affirmative vote of the
majority of shares  present in person or represented by proxy at the meeting and
entitled to vote on the  subject  matter  shall be the act of the  stockholders.
Except as otherwise  provided by statute,  the Certificate of  Incorporation  or
these  Bylaws,  directors  shall be elected by a  plurality  of the votes of the
shares  present in person or represented by proxy at the meeting and entitled to
vote on the election of  directors.  Where a separate vote by a class or classes
or series is  required,  except  where  otherwise  provided by statute or by the
Certificate  of  Incorporation  or these Bylaws,  a majority of the  outstanding
shares of such class or classes or series,  present in person or  represented by
proxy,  shall  constitute a quorum  entitled to take action with respect to that
vote on that matter and,  except where  otherwise  provided by statute or by the
Certificate  of  Incorporation  or these  Bylaws,  the  affirmative  vote of the
majority (plurality, in the case of the election of directors) of the votes cast
by the holders of shares of such class or classes or series  shall be the act of
such class or classes or series.

           Section  3.06  Adjournment  and  Notice Of  Adjourned  Meetings.  Any
meeting of stockholders,  whether annual or special,  may be adjourned from time
to time  either by the  chairman  of the meeting or by the vote of a majority of
the shares casting votes.  When a meeting is adjourned to another time or place,
notice need not be given of the adjourned  meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken. At the adjourned
meeting,  the  corporation  may  transact  any  business  which  might have been
transacted at the original  meeting.  If the adjournment is for more than thirty
(30)  days or if after  the  adjournment  a new  record  date is  fixed  for the
adjourned  meeting,  a notice of the  adjourned  meeting  shall be given to each
stockholder of record entitled to vote at the meeting.

           Section  3.07 Voting  Rights.  For the purpose of  determining  those
stockholders  entitled  to vote at any  meeting of the  stockholders,  except as
otherwise provided by law, only persons in whose names shares stand on the stock
records of the  corporation  on the record date,  as provided in Section 3.09 of
these Bylaws,  shall be entitled to vote at any meeting of  stockholders.  Every
person  entitled to vote shall have the right to do so either in person or by an
agent or agents  authorized by a proxy granted in accordance  with Delaware law.
An agent so appointed need not be a  stockholder.  No proxy shall be voted after
three (3) years from its date of creation unless the proxy provides for a longer
period.

           Section  3.08 Joint  Owners Of Stock.  If shares or other  securities
having  voting  power  stand of record in the names of two (2) or more  persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
tenants by the entirety,  or  otherwise,  or if two (2) or more persons have the


                                       5
<PAGE>


same fiduciary relationship  respecting the same shares, unless the Secretary is
given  written  notice  to the  contrary  and is  furnished  with a copy  of the
instrument or order appointing them or creating the  relationship  wherein it is
so provided,  their acts with respect to voting shall have the following effect:
(a) if only one (1) votes,  his act binds  all;  (b) if more than one (1) votes,
the act of the  majority so voting binds all; or (c) if more than one (1) votes,
but the vote is evenly split on any particular matter, each faction may vote the
securities  in question  proportionally,  or may apply to the Delaware  Court of
Chancery for relief as provided in the DGCL,  Section 217(b).  If the instrument
filed  with  the  Secretary  shows  that  any such  tenancy  is held in  unequal
interests, a majority or even-split for the purpose of subsection (c) shall be a
majority or even-split in interest.

           Section 3.09 List Of  Stockholders.  The Secretary  shall prepare and
make,  at least ten (10) days before every meeting of  stockholders,  a complete
list  of the  stockholders  entitled  to  vote  at  said  meeting,  arranged  in
alphabetical  order,  showing the address of each  stockholder and the number of
shares  registered in the name of each  stockholder.  Such list shall be open to
the  examination  of any  stockholder,  for any purpose  germane to the meeting,
during ordinary  business hours, for a period of at least ten (10) days prior to
the meeting,  either at a place within the city where the meeting is to be held,
which  place  shall be  specified  in the  notice  of the  meeting,  or,  if not
specified,  at the place  where the  meeting  is to be held.  The list  shall be
produced and kept at the time and place of meeting during the whole time thereof
and may be inspected by any stockholder who is present.

           Section 3.10 Action Without Meeting.  No action shall be taken by the
stockholders  except at an annual or special meeting of  stockholders  called in
accordance with these Bylaws,  and no action shall be taken by the  stockholders
by written consent.

           Section 3.11 Organization.


           (a) At every  meeting of  stockholders,  the Chairman of the Board of
Directors, or, if a Chairman has not been appointed or is absent, the President,
or, if the President is absent,  a chairman of the meeting  chosen by a majority
in interest of the stockholders entitled to vote, present in person or by proxy,
shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary
directed to do so by the President, shall act as secretary of the meeting.

           (b) The Board of  Directors of the  corporation  shall be entitled to
make such rules or regulations for the conduct of meetings of stockholders as it
shall  deem  necessary,  appropriate  or  convenient.  Subject to such rules and
regulations of the Board of Directors, if any, the chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts as, in the  judgment of such  chairman,  are  necessary,
appropriate  or  convenient  for the proper  conduct of the meeting,  including,
without limitation, establishing an agenda or order of business for the meeting,
rules and  procedures  for  maintaining  order at the  meeting and the safety of
those present,  limitations on  participation in such meeting to stockholders of
record of the corporation and their duly authorized and constituted  proxies and
such other persons as the chairman  shall permit,  restrictions  on entry to the
meeting after the time fixed for the  commencement  thereof,  limitations on the
time  allotted to questions or comments by  participants  and  regulation of the
opening and closing of the polls for  balloting on matters which are to be voted
on by ballot.  Unless and to the extent  determined by the Board of Directors or
the chairman of the meeting,  meetings of stockholders  shall not be required to
be held in accordance with rules of parliamentary procedure.


                                       6
<PAGE>


           Section 3.12  Supermajority  Vote  Requirement.  Notwithstanding  any
other  provisions of these Bylaws or any provision of law which might  otherwise
permit a lesser vote or no vote, but in addition to any affirmative  vote of the
holders of any particular class or series of the voting stock of the corporation
required by law, the Certificate of  Incorporation or the terms of any series of
Preferred  Stock,  the affirmative vote of the holders of at least sixty-six and
two-thirds  percent (66-2/3%) of the voting power of all of the then outstanding
shares of the voting stock, voting together as a single class, shall be required
to approve  any of the  following  actions if such  action is not  affirmatively
recommended by the Board of Directors:

           (a) the merger or  consolidation  of the  corporation  with any other
corporation or entity;

           (b) the sale, conveyance or other disposition of all or substantially
all of the assets of the corporation;

           (c)  the  conversion  of  the   corporation   into  another  type  of
corporation or entity; or

           (d) the  amendment,  repeal  or  amendment  of any  provision  of the
Certificate of  Incorporation  (except that as to Articles VI, VII, VIII, IX and
XII of the Certificate of Incorporation, such affirmative stockholder vote shall
be  required  regardless  of  whether  the Board of  Directors  does or does not
affirmatively recommend the action).

                                  ARTICLE IV.

                                    DIRECTORS

           Section  4.01  Number.  The  authorized  number of  directors  of the
corporation  shall be fixed in accordance with the Certificate of Incorporation.
Directors  need not be  stockholders  unless so required by the  Certificate  of
Incorporation.

           Section  4.02  Powers.   The  powers  of  the  corporation  shall  be
exercised,  its business  conducted and its property  controlled by the Board of
Directors,  except as may be otherwise provided by statute or by the Certificate
of Incorporation.

           Section 4.03 Classes of Directors.

           (a) Subject to the rights of the  holders of any series of  Preferred
Stock to elect additional directors under specified circumstances,  the Board of
Directors  shall be divided into three  classes  designated as Class I, Class II
and Class  III,  respectively.  Promptly  following  the  effectiveness  of this
Section 4.03,  directors  shall be assigned to each class in  accordance  with a
resolution or  resolutions  adopted by the Board of Directors.  Each class shall
consist,  as nearly  as  possible,  of  one-third  (1/3) of the total  number of
directors constituting the entire Board of Directors.  The term of office of the
Class I directors  shall expire at the annual meeting of stockholders to be held


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in 2005,  and, at that  meeting,  Class I directors  shall be elected for a full
term of three years.  At the annual meeting of  stockholders to be held in 2006,
the term of  office  of the  Class  II  directors  shall  expire,  and  Class II
directors shall be elected for a full term of three years. At the annual meeting
of  stockholders  to be held in  2007,  the  term of  office  of the  Class  III
directors shall expire, and Class III directors shall be elected for a full term
of three years. At each  succeeding  annual meeting of  stockholders,  directors
shall be elected for a full term of three (3) years to succeed the  directors of
the class whose terms expire at such annual meeting.  If the number of directors
is changed, an increase or decrease shall be apportioned among the classes so as
to maintain  the number of  directors in each class as nearly equal as possible,
and any  additional  director of any class  elected to fill a vacancy  resulting
from an increase in such class, but in no case shall a decrease in the number of
directors remove or shorten the term of any incumbent director.

           (b) In the event that the  corporation is unable to have a classified
Board of Directors under  applicable law,  Section 4.03(a) of these Bylaws shall
not  apply  and all  directors  shall  be  elected  at each  annual  meeting  of
stockholders to hold office until the next annual meeting.

           (c)  Notwithstanding the foregoing  provisions of this section,  each
director  shall serve until his successor is duly elected and qualified or until
his death, resignation or removal.

           (d) No  stockholder  shall  be  entitled  to  cumulate  votes  in the
election of directors.

           (e) Notwithstanding the foregoing, whenever the holders of any one or
more series of Preferred Stock issued by the  corporation  shall have the right,
voting  separately by series, to elect directors at an annual or special meeting
of stockholders,  the election,  term of office,  filling of vacancies and other
features of such  directorships  shall be governed by the terms of the series of
Preferred Stock applicable  thereto,  and such directors so elected shall not be
divided into classes pursuant to this Section 4.03 unless expressly  provided by
such terms.

           Section 4.04 Vacancies.

           (a) Unless  otherwise  provided in the Certificate of  Incorporation,
any  vacancies  on the Board of  Directors  resulting  from death,  resignation,
disqualification,  removal or other causes and any newly  created  directorships
resulting from any increase in the number of directors  shall,  unless the Board
of Directors  determines by resolution  that any such vacancies or newly created
directorships  shall be filled by stockholders,  except as otherwise provided by
law, be filled only by the affirmative  vote of a majority of the directors then
in office, even though less than a quorum of the Board of Directors,  and not by
the stockholders. Any director elected in accordance with the preceding sentence
shall hold office for the  remainder  of the full term of the director for which
the vacancy was created or occurred and until such  director's  successor  shall
have been elected and  qualified.  A vacancy in the Board of Directors  shall be
deemed to exist  under this  Section  4.04 in the case of the death,  removal or
resignation of any director.

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


                                       8
<PAGE>


           Section  4.05  Resignation.  Any  director  may resign at any time by
delivering his written resignation to the Secretary, such resignation to specify
whether it will be effective at a particular time, upon receipt by the Secretary
or at the pleasure of the Board of Directors.  If no such specification is made,
it shall be deemed effective at the pleasure of the Board of Directors. When one
or more  directors  shall  resign from the Board of  Directors,  effective  at a
future date, a majority of the  directors  then in office,  including  those who
have so resigned,  shall have power to fill such vacancy or vacancies,  the vote
thereon to take  effect  when such  resignation  or  resignations  shall  become
effective,  and each  Director  so chosen  shall hold  office for the  unexpired
portion of the term of the  Director  whose place shall be vacated and until his
successor shall have been duly elected and qualified.

           Section 4.06  Removal.  Directors  may only be removed for cause,  as
provided in Section 141(k)(1) of the DGCL.

           Section 4.07 Meetings.

           (a) Regular Meetings.  Unless otherwise restricted by the Certificate
of Incorporation,  regular meetings of the Board of Directors may be held at any
time or date and at any place within or without the State of Delaware  which has
been designated by the Board of Directors and publicized among all directors. No
formal notice shall be required for regular meetings of the Board of Directors.

           (b) Special Meetings.  Unless otherwise restricted by the Certificate
of Incorporation,  special meetings of the Board of Directors may be held at any
time and place  within or without the State of Delaware  whenever  called by the
Chairman of the Board, the President or any two of the directors.

           (c) Telephone Meetings.  Any member of the Board of Directors,  or of
any  committee  thereof,  may  participate  in a meeting by means of  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating in the meeting can hear each other, and participation in a meeting
by such means shall constitute presence in person at such meeting.

           (d) Notice of  Meetings.  Notice of the time and place of all special
meetings of the Board of Directors shall be orally or in writing,  by telephone,
including a voice  messaging  system or other system or  technology  designed to
record and communicate messages, facsimile, telegraph or telex, or by electronic
mail  or  other  electronic  means,  during  normal  business  hours,  at  least
twenty-four  (24)  hours  before  the date and time of the  meeting,  or sent in
writing to each director by first class mail,  charges  prepaid,  at least three
(3) days before the date of the meeting.  Notice of any meeting may be waived in
writing  at any time  before  or after  the  meeting  and will be  waived by any
director by attendance thereat, except when the director attends the meeting for
the express  purpose of  objecting,  at the  beginning  of the  meeting,  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.


                                       9
<PAGE>


           (e) Waiver of Notice.  The transaction of all business at any meeting
of the Board of Directors, or any committee thereof,  however called or noticed,
or wherever  held,  shall be as valid as though had at a meeting duly held after
regular call and notice,  if a quorum be present and if,  either before or after
the meeting,  each of the directors  not present shall sign a written  waiver of
notice.  All such waivers  shall be filed with the  corporate  records or made a
part of the minutes of the meeting.

           Section 4.08 Quorum And Voting.

           (a) Unless the Certificate of Incorporation requires a greater number
and except with respect to indemnification questions arising under Section 11.01
hereof,  for which a quorum  shall be one-third of the total number of directors
fixed from time to time in accordance with the Certificate of  Incorporation,  a
quorum of the Board of Directors shall consist of a majority of the total number
of directors  fixed from time to time by the Board of  Directors  in  accordance
with the Certificate of Incorporation; provided, however, at any meeting whether
a quorum be present  or  otherwise,  a majority  of the  directors  present  may
adjourn from time to time until the time fixed for the next  regular  meeting of
the  Board of  Directors,  without  notice  other  than by  announcement  at the
meeting.

           (b) At each  meeting of the Board of  Directors  at which a quorum is
present,  all questions and business shall be determined by the affirmative vote
of a majority of the directors  present,  unless a different vote be required by
law, the Certificate of Incorporation or these Bylaws.

           Section 4.09 Action Without Meeting.  Unless otherwise  restricted by
the  Certificate  of  Incorporation  or these  Bylaws,  any action  required  or
permitted  to be taken  at any  meeting  of the  Board  of  Directors  or of any
committee thereof may be taken without a meeting, if all members of the Board of
Directors or committee, as the case may be, consent thereto in writing, and such
writing or writings  are filed with the minutes of  proceedings  of the Board of
Directors or committee.

           Section 4.10 Fees and  Compensation.  Directors  shall be entitled to
such  compensation  for  their  services  as may be  approved  by the  Board  of
Directors, including, if so approved, by resolution of the Board of Directors, a
fixed sum and expenses of attendance,  if any, for attendance at each regular or
special  meeting of the Board of Directors  and at any meeting of a committee of
the Board of Directors.  Nothing herein contained shall be construed to preclude
any director from serving the  corporation  in any other capacity as an officer,
agent, employee, or otherwise and receiving compensation therefor.

           Section 4.11 Committees.

           (a)  Executive  Committee.  The Board of  Directors  may  appoint  an
Executive  Committee  to  consist  of one (1) or more  members  of the  Board of
Directors.  The Executive Committee, to the extent permitted by law and provided
in the resolution of the Board of Directors  shall have and may exercise all the


                                       10
<PAGE>


powers and authority of the Board of Directors in the management of the business
and affairs of the corporation, and may authorize the seal of the corporation to
be affixed to all papers which may require it; but no such committee  shall have
the  power  or  authority  in  reference  to  (i)  approving  or  adopting,   or
recommending to the stockholders, any action or matter expressly required by the
DGCL to be submitted to stockholders for approval, or (ii) adopting, amending or
repealing any bylaw of the corporation.

           (b) Other Committees.  The Board of Directors may, from time to time,
appoint such other  committees as may be permitted by law. Such other committees
appointed by the Board of Directors  shall consist of one (1) or more members of
the Board of Directors and shall have such powers and perform such duties as may
be prescribed by the resolution or resolutions creating such committees,  but in
no event  shall any such  committee  have the  powers  denied  to the  Executive
Committee in these Bylaws.

           (c) Term.  Each member of a committee of the Board of Directors shall
serve a term on the committee coexistent with such member's term on the Board of
Directors.  The  Board  of  Directors,   subject  to  any  requirements  of  any
outstanding  series of Preferred  Stock and the provisions of subsections (a) or
(b) of this Bylaw, may at any time increase or decrease the number of members of
a committee or terminate  the  existence of a  committee.  The  membership  of a
committee  member  shall  terminate  on the  date  of  his  death  or  voluntary
resignation  from the  committee  or from the Board of  Directors.  The Board of
Directors may at any time for any reason remove any individual  committee member
and the Board of  Directors  may fill any  committee  vacancy  created by death,
resignation,  removal or increase in the number of members of the committee. The
Board of Directors may designate one or more  directors as alternate  members of
any committee,  who may replace any absent or disqualified member at any meeting
of the committee,  and, in addition,  in the absence or  disqualification of any
member of a committee,  the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute 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.

           (d) Meetings.  Unless the Board of Directors shall otherwise provide,
regular  meetings of the Executive  Committee or any other  committee  appointed
pursuant  to this  Section  4.11  shall be held at such  times and places as are
determined by the Board of Directors, or by any such committee,  and when notice
thereof has been given to each member of such  committee,  no further  notice of
such regular  meetings need be given  thereafter.  Special  meetings of any such
committee may be held at any place which has been  determined  from time to time
by such  committee,  and may be called by any  director  who is a member of such
committee,  upon written notice to the members of such committee of the time and
place of such  special  meeting  given in the manner  provided for the giving of
written  notice to  members of the Board of  Directors  of the time and place of
special meetings of the Board of Directors. Notice of any special meeting of any
committee  may be waived in writing at any time  before or after the meeting and
will be waived by any director by attendance  thereat,  except when the director
attends  such  special  meeting for the  express  purpose of  objecting,  at the
beginning of the meeting, to the transaction of any business because the meeting
is not  lawfully  called or  convened.  A majority of the  authorized  number of
members of any such committee  shall  constitute a quorum for the transaction of
business,  and the act of a majority of those  present at any meeting at which a
quorum is present shall be the act of such committee.


                                       11
<PAGE>


           Section 4.12  Organization.  At every meeting of the  directors,  the
Chairman of the Board of Directors,  or, if a Chairman has not been appointed or
is absent,  the  President (if a director),  or if the President is absent,  the
most  senior  Vice  President  (if a  director),  or, in the absence of any such
person, a chairman of the meeting chosen by a majority of the directors present,
shall preside over the meeting. The Secretary,  or in his absence, any Assistant
Secretary  directed to do so by the  President,  shall act as  secretary  of the
meeting.

                                   ARTICLE V.

                                    OFFICERS

           Section 5.01  Officers  Designated.  The officers of the  corporation
shall include, if and when designated by the Board of Directors, the Chairman of
the Board of Directors,  the Chief Executive Officer, the President, one or more
Vice Presidents,  the Secretary,  the Chief Financial Officer, the Treasurer and
the  Controller,  all of whom  shall be  elected  at the  annual  organizational
meeting of the Board of  Directors.  The Board of Directors may also appoint one
or more Assistant Secretaries,  Assistant Treasurers,  Assistant Controllers and
such  other  officers  and agents  with such  powers and duties as it shall deem
necessary.  The Board of Directors may assign such  additional  titles to one or
more of the officers as it shall deem  appropriate.  Any one person may hold any
number  of  offices  of the  corporation  at any one  time  unless  specifically
prohibited therefrom by law. The salaries and other compensation of the officers
of the corporation shall be fixed by or in the manner designated by the Board of
Directors.

           Section 5.02 Tenure And Duties Of Officers.

           (a) General.  All  officers  shall hold office at the pleasure of the
Board of Directors and until their  successors  shall have been duly elected and
qualified,  unless sooner removed. Any officer elected or appointed by the Board
of Directors may be removed at any time by the Board of Directors. If the office
of any officer  becomes vacant for any reason,  the vacancy may be filled by the
Board of Directors.

           (b) Duties of Chairman of the Board of Directors. The Chairman of the
Board  of  Directors,  when  present,  shall  preside  at  all  meetings  of the
stockholders and the Board of Directors.  The Chairman of the Board of Directors
shall  perform  other  duties  commonly  incident  to his  office and shall also
perform such other duties and have such other powers,  as the Board of Directors
shall  designate  from time to time. If there is no Chief  Executive  Officer or
President,  then the Chairman of the Board of Directors  shall also serve as the
Chief Executive  Officer of the corporation and shall have the powers and duties
prescribed in paragraph (c) of this Section 5.02.

           (c) Duties of Chief Executive Officer. If the corporation has a Chief
Executive  Officer,  the Chief  Executive  Officer shall be the chief  executive
officer  of the  corporation  and shall  have all of the  authority,  powers and
duties  provided  for or  reserved to the  President  in  paragraph  (d) of this
Section  5.02 in lieu of the  President,  and the  President  shall be the Chief


                                       12
<PAGE>


Operating  Officer of the corporation  charged with the duty and power to manage
the  operations  of the business of the  corporation  but subject to the overall
direction  of the Chief  Executive  Officer and the Board of  Directors.  In the
absence or disability  of the Chief  Executive  Officer,  or in the event of his
inability or refusal to act, the President shall perform the duties and have the
authority and exercise the powers of the Chief Executive Officer.  (d) Duties of
President.  The President shall preside at all meetings of the  stockholders and
at all meetings of the Board of  Directors,  unless the Chairman of the Board of
Directors  or the Chief  Executive  Officer has been  appointed  and is present.
Unless  some  other  person  has been  elected  Chief  Executive  Officer of the
corporation,  the  President  shall  be  the  chief  executive  officer  of  the
corporation  and shall,  subject to the control of the Board of Directors,  have
general  supervision,  direction and control of the business and officers of the
corporation.  The President shall perform other duties commonly  incident to his
office and shall also perform such other duties and have such other  powers,  as
the Board of Directors shall designate from time to time.

           (e) Duties of Chief Operating Officer.  Unless the Board of Directors
appoints a Chief  Operating  Officer that is separate  from the  President,  the
President shall be the Chief Operating  Officer of the Corporation  charged with
the duty and power to manage the  operations of the business of the  Corporation
but  subject to the overall  direction  of the Chief  Executive  Officer and the
Board of Directors. If the Board of Directors appoints a Chief Operating Officer
that is separate from the President,  the Board of Directors shall determine the
relative duties and powers of the President and the Chief Operating Officer, and
each will be subject to the overall direction of the Chief Executive Officer and
the Board of Directors.

           (f) Duties of Vice  Presidents.  The Vice  Presidents  may assume and
perform  the  duties  of the  President  in the  absence  or  disability  of the
President or whenever the office of  President  is vacant.  The Vice  Presidents
shall  perform  other  duties  commonly  incident to their office and shall also
perform  such other  duties and have such other powers as the Board of Directors
or the Chief Executive Officer, or, in his absence or disability, the President,
shall designate from time to time.

           (g) Duties of Secretary.  The Secretary  shall attend all meetings of
the  stockholders  and of the Board of  Directors  and shall record all acts and
proceedings  thereof in the minute book of the corporation.  The Secretary shall
give notice in conformity with these Bylaws of all meetings of the  stockholders
and of all  meetings  of the  Board  of  Directors  and  any  committee  thereof
requiring  notice.  The  Secretary  shall  perform all other duties given him in
these  Bylaws and other  duties  commonly  incident to his office and shall also
perform such other duties and have such other powers,  as the Board of Directors
shall  designate  from time to time.  The  Chief  Executive  Officer  or, in his
absence or  disability,  the  President  may direct any  Assistant  Secretary to
assume and perform the duties of the  Secretary in the absence or  disability of
the Secretary,  and each Assistant Secretary shall perform other duties commonly
incident to his office and shall also  perform  such other  duties and have such
other powers as the Board of Directors or the Chief  Executive  Officer,  or, in
his absence or disability, the President, shall designate from time to time.


                                       13
<PAGE>


           (h) Duties of Chief Financial  Officer.  The Chief Financial  Officer
shall  keep or cause to be kept the books of  account  of the  corporation  in a
thorough and proper manner and shall render  statements of the financial affairs
of the  corporation  in such  form  and as  often as  required  by the  Board of
Directors or the Chief Executive Officer, or, in his absence or disability,  the
President.  The Chief  Financial  Officer,  subject to the order of the Board of
Directors,   shall  have  the  custody  of  all  funds  and  securities  of  the
corporation.  The Chief  Financial  Officer shall perform other duties  commonly
incident to his office and shall also  perform  such other  duties and have such
other powers as the Board of Directors or the Chief  Executive  Officer,  or, in
his absence or disability, the President, shall designate from time to time. The
Chief Executive Officer,  or, in his absence or disability,  the President,  may
direct the  Treasurer  or any  Assistant  Treasurer,  or the  Controller  or any
Assistant  Controller  to assume and perform  the duties of the Chief  Financial
Officer in the absence or disability of the Chief  Financial  Officer,  and each
Treasurer and Assistant  Treasurer and each Controller and Assistant  Controller
shall  perform  other  duties  commonly  incident  to his  office and shall also
perform  such other  duties and have such other powers as the Board of Directors
or the Chief Executive Officer, or, in his absence or disability, the President,
shall designate from time to time.

           Section 5.03 Delegation Of Authority. The Board of Directors may from
time to time  delegate the powers or duties of any officer to any other  officer
or agent, notwithstanding any provision hereof.

           Section  5.04  Resignations.  Any  officer  may resign at any time by
giving  written  notice to the Board of Directors or to the  President or to the
Secretary.  Any such resignation  shall be effective when received by the person
or  persons  to whom  such  notice is given,  unless a later  time is  specified
therein,  in which event the  resignation  shall become  effective at such later
time.  Unless  otherwise  specified in such notice,  the  acceptance of any such
resignation  shall not be necessary to make it effective.  Any resignation shall
be  without  prejudice  to the  rights,  if any,  of the  corporation  under any
contract with the resigning officer.

           Section 5.05  Removal.  Any officer may be removed from office at any
time, either with or without cause, by the affirmative vote of a majority of the
directors  in office at the time,  or by the  unanimous  written  consent of the
directors in office at the time, or by any  committee or superior  officers upon
whom such power of removal may have been conferred by the Board of Directors.

                                  ARTICLE VI.

           EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES
                            OWNED BY THE CORPORATION

           Section 6.01 Execution Of Corporate Instruments.

           (a) The Board of  Directors  may, in its  discretion,  determine  the
method and  designate  the  signatory  officer or  officers,  or other person or
persons,  to execute on behalf of the  corporation  any corporate  instrument or
document,  or to sign on behalf of the  corporation  the corporate  name without
limitation,  or to enter into  contracts  on behalf of the  corporation,  except


                                       14
<PAGE>


where otherwise provided by law or these Bylaws, and such execution or signature
shall be binding upon the corporation.

           (b) All  checks and drafts  drawn on banks or other  depositaries  on
funds to the credit of the corporation or in special accounts of the corporation
shall be  signed by such  person or  persons  as the  Board of  Directors  shall
authorize so to do.

           (c) Unless authorized or ratified by the Board of Directors or within
the agency  power of an officer,  no officer,  agent or employee  shall have any
power or authority to bind the  corporation  by any contract or engagement or to
pledge its credit or to render it liable for any purpose or for any amount.

           Section 6.02 Voting Of Securities Owned By The Corporation. All stock
and other securities of other  corporations owned or held by the corporation for
itself,  or for other parties in any capacity,  shall be voted,  and all proxies
with respect  thereto  shall be executed,  by the person  authorized so to do by
resolution of the Board of Directors,  or, in the absence of such authorization,
by the Chairman of the Board of  Directors,  the Chief  Executive  Officer,  the
President, or any Vice President.

                                  ARTICLE VII.

                                 SHARES OF STOCK

           Section 7.01 Form And Execution Of Certificates. Certificates for the
shares of stock of the  corporation  shall be in such form as is consistent with
the  Certificate of  Incorporation  and applicable law. Every holder of stock in
the corporation shall be entitled to have a certificate signed by or in the name
of the  corporation by the Chairman of the Board of Directors,  or the President
or any  Vice  President  and by the  Treasurer  or  Assistant  Treasurer  or the
Secretary or Assistant  Secretary,  certifying the number of shares owned by him
in the  corporation.  Any or all of the  signatures  on the  certificate  may be
facsimiles.  In case any officer, transfer agent, or registrar who has signed or
whose facsimile  signature has been placed upon a certificate  shall have ceased
to be such officer,  transfer  agent,  or registrar  before such  certificate is
issued,  it may be  issued  with the same  effect  as if he were  such  officer,
transfer agent, or registrar at the date of issue.  Each certificate shall state
upon  the  face or back  thereof,  in full  or in  summary,  all of the  powers,
designations,  preferences,  and rights,  and the limitations or restrictions of
the shares  authorized  to be issued or shall,  except as otherwise  required by
law, set forth on the face or back a statement that the corporation will furnish
without  charge to each  stockholder  who so requests the powers,  designations,
preferences and relative,  participating,  optional,  or other special rights of
each class of stock or series  thereof and the  qualifications,  limitations  or
restrictions of such preferences  and/or rights.  Within a reasonable time after
the issuance or transfer of uncertificated  stock, the corporation shall send to
the  registered  owner  thereof  a written  notice  containing  the  information
required to be set forth or stated on  certificates  pursuant to this section or
otherwise  required by law or with respect to this section a statement  that the
corporation  will furnish without charge to each stockholder who so requests the
powers, designations,  preferences and relative participating, optional or other
special rights of each class of stock or series thereof and the  qualifications,
limitations  or  restrictions  of such  preferences  and/or  rights.  Except  as
otherwise  expressly  provided by law, the rights and obligations of the holders
of  certificates  representing  stock  of the same  class  and  series  shall be
identical.


                                       15
<PAGE>


           Section 7.02 Lost  Certificates.  A new  certificate or  certificates
shall be issued in place of any certificate or certificates  theretofore  issued
by the corporation  alleged to have been lost,  stolen,  or destroyed,  upon the
making of an affidavit of that fact by the person  claiming the  certificate  of
stock to be lost,  stolen,  or  destroyed.  The  corporation  may require,  as a
condition  precedent to the issuance of a new certificate or  certificates,  the
owner of such lost,  stolen,  or destroyed  certificate or certificates,  or his
legal representative, to agree to indemnify the corporation in such manner as it
shall  require or to give the  corporation a surety bond in such form and amount
as it may direct as  indemnity  against  any claim that may be made  against the
corporation with respect to the certificate  alleged to have been lost,  stolen,
or destroyed.

           Section 7.03 Transfers.

           (a) Transfers of record of shares of stock of the  corporation  shall
be made only upon its books by the  holders  thereof,  in person or by  attorney
duly authorized,  and upon the surrender of a properly  endorsed  certificate or
certificates for a like number of shares.

           (b) The  corporation  shall have power to enter into and  perform any
agreement with any number of stockholders of any one or more classes of stock of
the  corporation to restrict the transfer of shares of stock of the  corporation
of any  one or more  classes  owned  by  such  stockholders  in any  manner  not
prohibited by the DGCL.

           Section 7.04 Fixing Record Dates.

           (a) In order that the  corporation  may  determine  the  stockholders
entitled  to  notice  of or to  vote  at  any  meeting  of  stockholders  or any
adjournment  thereof, the Board of Directors may fix, in advance, a record date,
which  record date shall not precede the date upon which the  resolution  fixing
the record  date is adopted by the Board of  Directors,  and which  record  date
shall,  subject to applicable law, not be more than sixty (60) nor less than ten
(10) days  before the date of such  meeting.  If no record  date is fixed by the
Board of Directors,  the record date for  determining  stockholders  entitled to
notice  of or to vote at a  meeting  of  stockholders  shall be at the  close of
business  on the 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. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting;  provided,  however,  that the Board of Directors  may fix a new
record date for the adjourned meeting.

           (b) In order that the  corporation  may  determine  the  stockholders
entitled to receive  payment of any dividend or other  distribution or allotment
of any rights or the stockholders  entitled to exercise any rights in respect of
any 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
record  date shall not  precede  the date upon which the  resolution  fixing the
record date is adopted,  and which record date shall be not more than sixty (60)
days prior to such  action.  If no record  date is fixed,  the  record  date for
determining  stockholders for any such purpose shall be at the close of business
on the day on which  the  Board of  Directors  adopts  the  resolution  relating
thereto.


                                       16
<PAGE>


           Section  7.05  Registered  Stockholders.  The  corporation  shall  be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive  dividends,  and to vote as such owner, and shall
not be bound to  recognize  any  equitable or other claim to or interest in such
share or shares on the part of any other  person  whether  or not it shall  have
express or other notice  thereof,  except as  otherwise  provided by the laws of
Delaware.

                                 ARTICLE VIII.

                       OTHER SECURITIES OF THE CORPORATION

           Section 8.01 Execution Of Other Securities. All bonds, debentures and
other corporate  securities of the  corporation,  other than stock  certificates
(covered  in  Section  7.01),  may be  signed  by the  Chairman  of the Board of
Directors,  the President or any Vice President,  or such other person as may be
authorized by the Board of Directors,  and the corporate seal impressed  thereon
or a facsimile of such seal  imprinted  thereon and attested by the signature of
the  Secretary  or an Assistant  Secretary,  or the Chief  Financial  Officer or
Treasurer  or an Assistant  Treasurer;  provided,  however,  that where any such
bond, debenture or other corporate security shall be authenticated by the manual
signature,  or where  permissible  facsimile  signature,  of a trustee  under an
indenture  pursuant to which such bond,  debenture or other  corporate  security
shall be issued,  the  signatures  of the  persons  signing  and  attesting  the
corporate seal on such bond,  debenture or other  corporate  security may be the
imprinted  facsimile  of  the  signatures  of  such  persons.  Interest  coupons
appertaining  to  any  such  bond,   debenture  or  other  corporate   security,
authenticated by a trustee as aforesaid,  shall be signed by the Treasurer or an
Assistant Treasurer of the corporation or such other person as may be authorized
by the Board of Directors,  or bear imprinted thereon the facsimile signature of
such  person.  In case any officer  who shall have signed or attested  any bond,
debenture or other corporate security, or whose facsimile signature shall appear
thereon or on any such  interest  coupon,  shall have ceased to be such  officer
before the bond,  debenture  or other  corporate  security so signed or attested
shall have been  delivered,  such bond,  debenture or other  corporate  security
nevertheless  may be adopted by the  corporation  and  issued and  delivered  as
though the person who signed the same or whose  facsimile  signature  shall have
been used thereon had not ceased to be such officer of the corporation.

                                  ARTICLE IX.

                                    DIVIDENDS

           Section 9.01  Declaration  Of Dividends.  Dividends  upon the capital
stock of the  corporation,  subject  to the  provisions  of the  Certificate  of
Incorporation  and  applicable  law,  if any,  may be  declared  by the Board of
Directors  pursuant to law at any regular or special  meeting.  Dividends may be
paid in cash,  in property,  or in shares of the capital  stock,  subject to the
provisions of the Certificate of Incorporation and applicable law.


                                       17
<PAGE>


           Section 9.02 Dividend Reserve. Before payment of any dividend,  there
may be set aside out of any funds of the  corporation  available  for  dividends
such sum or sums as the Board of Directors  from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies,  or for
equalizing  dividends,  or for  repairing  or  maintaining  any  property of the
corporation,  or for such other  purpose as the Board of  Directors  shall think
conducive to the  interests of the  corporation,  and the Board of Directors may
modify or abolish any such reserve in the manner in which it was created.

                                   ARTICLE X.

                                   FISCAL YEAR

           Section 10.01 Fiscal Year. The fiscal year of the  corporation  shall
be fixed by resolution of the Board of Directors.

                                  ARTICLE XI.

                                 INDEMNIFICATION

           Section 11.01 Indemnification Of Directors,  Officers,  Employees And
Other Agents.

           (a) Directors  And  Officers.  The  corporation  shall  indemnify its
directors and officers to the fullest  extent not  prohibited by the DGCL or any
other  applicable law;  provided,  however,  that the corporation may modify the
extent of such  indemnification  by individual  contracts with its directors and
officers; and, provided,  further, that the corporation shall not be required to
indemnify any director or officer in  connection  with any  proceeding  (or part
thereof)  initiated by such person unless (i) such  indemnification is expressly
required to be made by law, (ii) the  proceeding  was authorized by the Board of
Directors  of the  corporation,  (iii) such  indemnification  is provided by the
corporation,  in its sole  discretion,  pursuant  to the  powers  vested  in the
corporation   under  the  DGCL  or  any  other   applicable  law  or  (iv)  such
indemnification is required to be made under subsection (d).

           (b) Employees and Other Agents.  The corporation  shall have power to
indemnify  its  employees and other agents as set forth in the DGCL or any other
applicable  law.  The Board of  Directors  shall have the power to delegate  the
determination  of whether  indemnification  shall be given to any such person to
such officers or other persons as the Board of Directors shall determine, to the
extent not prohibited by the DGCL.

           (c) Expenses.  The corporation shall advance to any person who 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, by reason of the fact that he is or was a director or officer, of
the  corporation,  or is or was serving at the request of the  corporation  as a
director  or  executive  officer  of  another  corporation,  partnership,  joint
venture,  trust  or other  enterprise,  prior to the  final  disposition  of the
proceeding,  promptly  following request therefor,  all expenses incurred by any
director  or officer  in  connection  with such  proceeding  upon  receipt of an
undertaking by or on behalf of such person to repay said amounts if it should be
determined  ultimately that such person is not entitled to be indemnified  under
this Section 11.01 or otherwise.


                                       18
<PAGE>


            Notwithstanding the foregoing,  unless otherwise determined pursuant
to  paragraph  (e) of  this  Section  11.01,  no  advance  shall  be made by the
corporation to an officer of the corporation  (except by reason of the fact that
such  officer  is or was a  director  of the  corporation  in which  event  this
paragraph  shall not apply) in any action,  suit or  proceeding,  whether civil,
criminal,  administrative or investigative, if a determination is reasonably and
promptly  made (i) by the  Board of  Directors  by a  majority  vote of a quorum
consisting of directors who were not parties to the proceeding,  or (ii) if such
quorum is not  obtainable,  or, even if  obtainable,  a quorum of  disinterested
directors so directs,  by independent  legal counsel in a written opinion,  that
the facts known to the  decision-making  party at the time such determination is
made demonstrate clearly and convincingly that such person acted in bad faith or
in a manner that such person did not believe to be in or not opposed to the best
interests of the corporation.

           (d)  Enforcement.  Without the  necessity of entering into an express
contract,  all rights to indemnification  and advances to directors and officers
under this Bylaw shall be deemed to be  contractual  rights and be  effective to
the same extent and as if provided for in a contract between the corporation and
the director or officer.  Any right to  indemnification  or advances  granted by
this Section 11.01 to a director or officer shall be enforceable by or on behalf
of the person holding such right in any court of competent  jurisdiction  if (i)
the claim for  indemnification  or advances is denied,  in whole or in part,  or
(ii) no  disposition  of such claim is made  within  ninety (90) days of request
therefor.  The claimant in such enforcement action, if successful in whole or in
part, shall be entitled to be paid also the expense of prosecuting his claim. In
connection with any claim for indemnification, the corporation shall be entitled
to raise as a  defense  to any such  action  that the  claimant  has not met the
standards  of  conduct  that  make it  permissible  under  the DGCL or any other
applicable  law for the  corporation  to  indemnify  the claimant for the amount
claimed.  In connection with any claim by an officer of the corporation  (except
in any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative,  by reason of the fact that such  executive  officer  is or was a
director of the corporation) for advances,  the corporation shall be entitled to
raise a defense as to any such action clear and  convincing  evidence  that such
person  acted in bad faith or in a manner that such person did not believe to be
in or not opposed to the best interests of the  corporation,  or with respect to
any criminal  action or  proceeding  that such person acted  without  reasonable
cause to  believe  that his  conduct  was  lawful.  Neither  the  failure of the
corporation (including its Board of Directors,  independent legal counsel or its
stockholders)  to have made a  determination  prior to the  commencement of such
action  that  indemnification  of the  claimant  is proper in the  circumstances
because he has met the  applicable  standard of conduct set forth in the DGCL or
any  other  applicable  law,  nor an  actual  determination  by the  corporation
(including   its  Board  of   Directors,   independent   legal  counsel  or  its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a  presumption  that claimant has not
met the  applicable  standard of conduct.  In any suit  brought by a director or
officer to enforce a right to  indemnification  or to an advancement of expenses
hereunder, the burden of proving that the director or officer is not entitled to
be indemnified,  or to such advancement of expenses, under this Section 11.01 or
otherwise shall be on the corporation.


                                       19
<PAGE>


           (e)  Non-Exclusivity of Rights. The rights conferred on any person by
this Bylaw shall not be  exclusive of any other right which such person may have
or hereafter acquire under any applicable statute,  provision of the Certificate
of  Incorporation,  Bylaws,  agreement,  vote of stockholders  or  disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding office. The corporation is specifically
authorized to enter into individual  contracts with any or all of its directors,
officers,  employees or agents respecting  indemnification and advances,  to the
fullest extent not prohibited by the Delaware General Corporation Law, or by any
other applicable law.

           (f)  Survival of Rights.  The rights  conferred on any person by this
Bylaw shall  continue  as to a person who has ceased to be a director,  officer,
employee or other  agent and shall inure to the benefit of the heirs,  executors
and administrators of such a person.

           (g)  Insurance.  To the fullest  extent  permitted by the DGCL or any
other applicable law, the corporation,  upon approval by the Board of Directors,
may  purchase  insurance  on behalf of any person  required or  permitted  to be
indemnified pursuant to this Section 11.01.

           (h)  Amendments.  Any repeal or  modification  of this Section  11.01
shall only be  prospective  and shall not affect the rights  under this Bylaw in
effect at the time of the  alleged  occurrence  of any action or omission to act
that is the cause of any proceeding against any agent of the corporation.

           (i) Saving  Clause.  If this  Bylaw or any  portion  hereof  shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
corporation shall  nevertheless  indemnify each director and officer to the full
extent not prohibited by any applicable portion of this Section 11.01 that shall
not have been invalidated, or by any other applicable law. If this Section 11.01
shall be invalid due to the  application  of the  indemnification  provisions of
another  jurisdiction,  then the  corporation  shall indemnify each director and
officer to the full extent under any other applicable law.

           (j)  Certain  Definitions.  For  the  purposes  of  this  Bylaw,  the
following definitions shall apply:

                      (i) The term  "proceeding"  shall be broadly construed and
           shall include,  without limitation,  the investigation,  preparation,
           prosecution, defense, settlement,  arbitration and appeal of, and the
           giving of testimony in, any threatened,  pending or completed action,
           suit  or  proceeding,  whether  civil,  criminal,  administrative  or
           investigative.

                      (ii) The term  "expenses"  shall be broadly  construed and
           shall include,  without  limitation,  court costs,  attorneys'  fees,
           witness fees,  fines,  amounts paid in settlement or judgment and any
           other costs and expenses of any nature or kind incurred in connection
           with any proceeding.

                      (iii) The term "corporation" shall include, in addition to
           the resulting corporation, any constituent corporation (including any
           constituent of a constituent)  absorbed in a consolidation  or merger
           which, if its separate existence had continued,  would have had power


                                       20
<PAGE>


           and authority to indemnify its directors,  officers, and employees or
           agents,  so  that  any  person  who  is or was a  director,  officer,
           employee  or  agent  of such  constituent  corporation,  or is or was
           serving at the request of such constituent corporation as a director,
           officer, employee or agent of another corporation, partnership, joint
           venture, trust or other enterprise,  shall stand in the same position
           under the  provisions  of this  Section  11.01  with  respect  to the
           resulting or surviving  corporation  as he would have with respect to
           such constituent corporation if its separate existence had continued.

                      (iv)  References  to a  "director,"  "executive  officer,"
           "officer,"  "employee," or "agent" of the corporation  shall include,
           without  limitation,  situations  where such person is serving at the
           request of the corporation as,  respectively,  a director,  executive
           officer, officer,  employee, trustee or agent of another corporation,
           partnership, joint venture, trust or other enterprise.

                      (v)  References  to  "other   enterprises"  shall  include
           employee  benefit  plans;  references  to "fines"  shall  include any
           excise taxes assessed on a person with respect to an employee benefit
           plan; and  references to "serving at the request of the  corporation"
           shall include any service as a director,  officer,  employee or agent
           of the corporation  which imposes duties on, or involves services by,
           such  director,  officer,  employee,  or  agent  with  respect  to an
           employee  benefit plan, its  participants,  or  beneficiaries;  and a
           person who acted in good faith and in a manner he reasonably believed
           to be in the interest of the  participants  and  beneficiaries  of an
           employee  benefit plan shall be deemed to have acted in a manner "not
           opposed to the best interests of the  corporation"  as referred to in
           this Section 11.01.

                                  ARTICLE XII.

                                     NOTICES

           Section 12.01 Notices.

           (a) Notice To Stockholders.  Whenever,  under any provisions of these
Bylaws, notice is required to be given to any stockholder,  it shall be given in
writing,  timely and duly deposited in the United States mail,  postage prepaid,
and addressed to his last known post office address as shown by the stock record
of the corporation or its transfer agent.

           (b)  Notice To  Directors.  Any  notice  required  to be given to any
director may be given by the method  stated in  subsection  (a), or by overnight
delivery service,  facsimile,  telex or telegram,  except that such notice other
than one which is  delivered  personally  shall be sent to such  address as such
director shall have filed in writing with the  Secretary,  or, in the absence of
such filing, to the last known post office address of such director.

           (c) Affidavit Of Mailing. An affidavit of mailing, executed by a duly
authorized  and  competent  employee of the  corporation  or its transfer  agent
appointed with respect to the class of stock  affected,  specifying the name and
address  or the names and  addresses  of the  stockholder  or  stockholders,  or
director or directors, to whom any such notice or notices was or were given, and
the time and method of giving the same,  shall in the absence of fraud, be prima
facie evidence of the facts therein contained.


                                       21
<PAGE>


           (d)  Time  Notices  Deemed  Given.  All  notices  given by mail or by
overnight  delivery  service,  as above  provided,  shall be deemed to have been
given as at the time of mailing,  and all notices given by  facsimile,  telex or
telegram  shall be deemed to have been given as of the sending time  recorded at
time of transmission.

           (e) Methods of Notice. It shall not be necessary that the same method
of giving notice be employed in respect of all  directors,  but one  permissible
method may be employed in respect of any one or more, and any other  permissible
method or methods may be employed in respect of any other or others.

           (f)  Failure To Receive  Notice.  The  period or  limitation  of time
within which any  stockholder  may  exercise  any option or right,  or enjoy any
privilege  or benefit,  or be required to act, or within  which any director may
exercise any power or right, or enjoy any privilege, pursuant to any notice sent
him in the manner  above  provided,  shall not be  affected  or  extended in any
manner by the  failure of such  stockholder  or such  director  to receive  such
notice.

           (g) Notice To Person With Whom  Communication  Is Unlawful.  Whenever
notice is required to be given, under any provision of law or of the Certificate
of  Incorporation  or  Bylaws  of the  corporation,  to  any  person  with  whom
communication is unlawful, the giving of such notice to such person shall not be
required  and there shall be no duty to apply to any  governmental  authority or
agency for a license or permit to give such notice to such person. Any action or
meeting which shall be taken or held without notice to any such person with whom
communication is unlawful shall have the same force and effect as if such notice
had been duly given.  In the event that the action taken by the  corporation  is
such as to require the filing of a certificate  under any provision of the DGCL,
the certificate shall state, if such is the fact and if notice is required, that
notice was given to all persons  entitled to receive  notice except such persons
with whom communication is unlawful.

           (h) Notice To Person With Undeliverable  Address.  Whenever notice is
required  to be  given,  under  any  provision  of  law or  the  Certificate  of
Incorporation  or  Bylaws of the  corporation,  to any  stockholder  to whom (i)
notice of two consecutive annual meetings, and all notices of meetings or of the
taking of action by written  consent without a meeting to such person during the
period between such two consecutive  annual meetings,  or (ii) all, and at least
two,  payments  (if sent by  first  class  mail) of  dividends  or  interest  on
securities  during a  twelve-month  period,  have been mailed  addressed to such
person at his address as shown on the records of the  corporation  and have been
returned  undeliverable,  the giving of such notice to such person  shall not be
required.  Any action or meeting which shall be taken or held without  notice to
such person shall have the same force and effect as if such notice had been duly
given.  If any such person shall  deliver to the  corporation  a written  notice
setting forth his then current address,  the requirement that notice be given to
such  person  shall be  reinstated.  In the event that the  action  taken by the
corporation  is such  as to  require  the  filing  of a  certificate  under  any
provision of the DGCL, the certificate  need not state that notice was not given
to  persons  to whom  notice  was not  required  to be  given  pursuant  to this
paragraph.


                                       22
<PAGE>


                                 ARTICLE XIII.

                                   AMENDMENTS

           Section 13.01  Amendments.  Subject to paragraph (h) of Section 11.01
of the  Bylaws,  the  Bylaws may be  repealed,  altered or amended or new Bylaws
adopted by the  affirmative  vote of at least  sixty-six and two-thirds  percent
(66-2/3%)  of the  voting  power of all of the then  outstanding  shares  of the
voting stock of the  corporation  entitled to vote. The Board of Directors shall
also have the power to adopt, amend, or repeal Bylaws.

                                  ARTICLE XIV.

                                LOANS TO OFFICERS

           Section 14.01 Loans To Officers.  The  corporation may lend money to,
or  guarantee  any  obligation  of, or  otherwise  assist  any  officer or other
employee of the  corporation  or of its  subsidiaries,  including any officer or
employee who is a Director of the corporation or its subsidiaries,  whenever, in
the judgment of the Board of Directors,  such loan,  guarantee or assistance may
reasonably be expected to benefit the corporation.  The loan, guarantee or other
assistance may be with or without  interest and may be unsecured,  or secured in
such  manner  as the  Board  of  Directors  shall  approve,  including,  without
limitation,  a pledge of shares of stock of the  corporation.  Nothing  in these
Bylaws  shall be deemed to deny,  limit or  restrict  the powers of  guaranty or
warranty of the corporation at common law or under any statute.

                                  ARTICLE XV.

                  EFFECTIVENESS OF AMENDED AND RESTATED BYLAWS

            These  Amended and  Restated  Bylaws  shall be  effective  as of the
effectiveness  of  the  filing  of  the   corporation's   Amended  and  Restated
Certificate of Incorporation  dated as of October 29, 2004, which shall be filed
with the Delaware  Secretary of State following the effective time of the merger
of the corporation's  wholly-owned subsidiary,  CCP Acquisition Corp., a Florida
corporation, with and into Dyadic International, Inc., a Florida corporation.



                                       23

</TEXT>
</DOCUMENT>
