NOVADEL PHARMA INC filed this DEF 14A on 10/28/1998.
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shall be entitled pursuant to the resolution or resolutions providing for the
issue of any series of Preferred Stock, the holders of Common Stock shall be
entitled, to the exclusion of the holders of Preferred Stock of any and all
series, to share, ratably according to the number of shares of Common Stock held
by them, in all remaining assets of the Corporation available for distribution
to its stockholders.

         4.7 Changes in Authorized Stock. The number of authorized shares of any
class may be increased or decreased by the affirmative vote of the holders of a
majority of the stock of the Corporation entitled to vote.

                                  ARTICLE FIFTH
                                   MANAGEMENT

         5.1 The management of the business and the conduct of the affairs of
the Corporation shall be vested in its Board of Directors. The Board of
Directors of the Corporation shall have at all times at least one (1) director.
The number of directors shall be determined in the manner provided in the
By-Laws.

                                  ARTICLE SIXTH
                              DURATION OF EXISTENCE

         6.1 The Corporation is to have perpetual existence.

                                 ARTICLE SEVENTH
                        POWERS OF THE BOARD OF DIRECTORS

         7.1 In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, amend or
repeal the By-Laws of the Corporation without the assent or vote of the
stockholders.

                                 ARTICLE EIGHTH
                              ELECTION OF DIRECTORS

         8.1 Elections of directors need not be by written ballot unless the
By-Laws of the Corporation shall so provide.

         8.2 Meetings of stockholders may be held within or without the State of
Delaware, as the By-laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

                                  ARTICLE NINTH
                             LIABILITY OF DIRECTORS

         9.1 A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability:

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