NOVADEL PHARMA INC filed this DEF 14A on 10/28/1998.
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be endorsed, assigned and delivered by any officer or agent of the Corporation,
or in such manner as the Board of Directors may determine by resolution.

         5.       General and Special Bank Accounts.

                  The Board of Directors may from time to time authorize the
opening and keeping of general and special bank accounts with such banks, trust
companies or other depositories as the Board of Directors may designate or as
may be designated by any officer or officers of the Corporation to whom such
power of designation may from time to time be delegated by the Board of
Directors. The Board of Directors may make such special rules and regulations
with respect to such bank accounts, not inconsistent with the provisions of
these By-Laws, as it may deem expedient.

         6.       Proxies in Respect of Securities of Other Corporations.

                  Unless otherwise provided by resolution adopted by the Board
of Directors, the Chairman of the Board, the President, or a Vice President may
from time to time appoint an attorney or attorneys or agent or agents, of the
Corporation, in the name and on behalf of the Corporation to cast the votes
which the Corporation may be entitled to cast as the holder of stock or other
securities in any other corporation, any of whose stock or other securities may
be held by the Corporation, at meetings of the holders of the stock or other
securities of such other corporation, or to consent in writing, in the name of
the Corporation as such holder, to any action by such other corporation, and may
instruct the person or persons so appointed as to the manner of casting such
votes or giving such consent, and may execute or cause to be executed in the
name and on behalf of the Corporation and under its corporate seal, or
otherwise, all such written proxies or other instruments as he may deem
necessary or proper in the premises.


                                   ARTICLE IX
                                   FISCAL YEAR

                  The fiscal year shall begin on the first day of January in
each year or at such other time as may be designated by the Board of Directors.


                                    ARTICLE X
                   REFERENCES TO CERTIFICATE OF INCORPORATION

                  Reference to the Certificate of Incorporation in these by-laws
shall include all amendments thereto or changes thereof unless specifically
excepted.

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