<PAGE>   1
        

                                                                     EXHIBIT 3.2

















                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                              INTRACEL CORPORATION
                            (A Delaware corporation)














<PAGE>   2


                                    CONTENTS



<TABLE>
<CAPTION>
                                                                                   PAGE
                                                                                   ----
<S>              <C>                                                                 <C>
SECTION 1        OFFICES..............................................................1


SECTION 2        STOCKHOLDERS.........................................................1

        2.1    Annual Meeting.........................................................1
        2.2    Special Meetings.......................................................1
        2.3    Place of Meeting.......................................................1
        2.4    Notice of Meeting......................................................1
        2.5    Waiver of Notice.......................................................2
               2.5.1    Waiver in Writing.............................................2
               2.5.2    Waiver by Attendance..........................................2
        2.6    Fixing of Record Date for Determining Stockholders.....................2
               2.6.1    Meetings......................................................2
               2.6.2    Dividends, Distributions and Other Rights.....................2
        2.7    Voting List............................................................3
        2.8    Nature of Business.....................................................3
        2.9    Quorum.................................................................5
        2.10   Manner of Acting.......................................................5
        2.11   Proxies................................................................5
               2.11.1   Appointment...................................................5
               2.11.2   Delivery to Corporation; Duration.............................6
        2.12   Voting of Shares.......................................................6
        2.13   Voting for Directors...................................................6

SECTION 3        BOARD OF DIRECTORS...................................................6

        3.1    General Powers.........................................................6
        3.2    Number and Tenure......................................................6
        3.3    Annual and Regular Meetings............................................7
        3.4    Special Meetings.......................................................7
        3.5    Nomination of Directors................................................7
        3.6    Meetings by Telephone..................................................8
        3.7    Notice of Special Meetings.............................................8
               3.7.1    Personal Delivery.............................................9
               3.7.2    Delivery by Mail..............................................9
               3.7.3    Delivery by Private Carrier...................................9
               3.7.4    Facsimile Notice..............................................9
               3.7.5    Delivery by Telegraph.........................................9
               3.7.6    Oral Notice...................................................9
</TABLE>



<PAGE>   3

<TABLE>
<S>              <C>                                                                 <C>
        3.8    Waiver of Notice.......................................................9
               3.8.1    In Writing....................................................9
               3.8.2    By Attendance................................................10
        3.9    Quorum................................................................10
        3.10   Manner of Acting......................................................10
        Presumption of Assent........................................................10
        3.12   Action by Board or Committees Without a Meeting.......................10
        3.13   Resignation...........................................................10
        3.14   Removal...............................................................11
        3.15   Vacancies.............................................................11
        3.16   Committees............................................................11
               3.16.1   Creation and Authority of Committees.........................11
               3.16.2   Minutes of Meetings..........................................12
               3.16.3   Quorum and Manner of Acting..................................12
               3.16.4   Resignation..................................................12
               3.16.5   Removal......................................................12
        3.17   Compensation..........................................................12

SECTION 4        OFFICERS............................................................12

        4.1    Number................................................................12
        4.2    Election and Term of Office...........................................13
        4.3    Resignation...........................................................13
        4.4    Removal...............................................................13
        4.5    Vacancies.............................................................13
        4.6    Chairman of the Board.................................................13
        4.7    President.............................................................14
        4.8    Vice President........................................................14
        4.9    Secretary.............................................................14
        4.10   Treasurer.............................................................14
        4.11   Salaries..............................................................15

SECTION 5        CONTRACTS, LOANS, CHECKS AND DEPOSITS...............................15

        5.1    Contracts.............................................................15
        5.2    Loans to the Corporation..............................................15
        5.3    Checks, Drafts, Etc...................................................15
        5.4    Deposits..............................................................15

SECTION 6        CERTIFICATES FOR SHARES AND THEIR TRANSFER..........................15

        6.1    Issuance of Shares....................................................15
        6.2    Certificates for Shares...............................................16
        6.3    Stock Records.........................................................16
        6.4    Restriction on Transfer...............................................16
        6.5    Transfer of Shares....................................................17
        6.6    Lost or Destroyed Certificates........................................17
</TABLE>





                                       iii


<PAGE>   4

<TABLE>
<S>              <C>                                                                 <C>
        6.7    Shares of Another Corporation.........................................17

SECTION 7        BOOKS AND RECORDS...................................................17


SECTION 8        ACCOUNTING YEAR.....................................................17


SECTION 9        SEAL................................................................17


SECTION 10       INDEMNIFICATION.....................................................18

        10.1   Right to Indemnification..............................................18
        10.2   Right of Indemnitee to Bring Suit.....................................18
        10.3   Nonexclusivity of Rights..............................................19
        10.4   Insurance, Contracts and Funding......................................19
        10.5   Indemnification of Employees and Agents of the Corporation............19
        10.6   Persons Serving Other Entities........................................20

SECTION 11       AMENDMENTS OR REPEAL................................................20
</TABLE>






























                                       iv

<PAGE>   5
                                                                     


                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                              INTRACEL CORPORATION

SECTION 1   OFFICES

        The principal office of the corporation shall be located at its
principal place of business or such other place as the Board of Directors (the
"Board") may designate. The corporation may have such other offices, either
within or without the State of Delaware, as the Board may designate or as the
business of the corporation may require from time to time.

SECTION 2   STOCKHOLDERS

        2.1   ANNUAL MEETING

        The annual meeting of the stockholders shall be held each year within 90
to 180 days after the fiscal year end of the corporation at a date, time and
location determined by resolution of the Board for the purpose of electing
Directors and transacting such other business as may properly come before the
meeting. If the day fixed for the annual meeting is a legal holiday at the place
of the meeting, the meeting shall be held on the next succeeding business day.
If the annual meeting is not held on the date designated therefor, the Board
shall cause the meeting to be held on such other date as may be convenient.

        2.2   SPECIAL MEETINGS

        The Chairman of the Board or the President may call special meetings of
the stockholders for any purpose, and special meetings shall be called by either
the Chairman of the Board or the President at the written request of a majority
of the Board.

        2.3   PLACE OF MEETING

        All meetings shall be held at the principal office of the corporation or
at such other place as designated by the Board, by any person entitled to call a
meeting hereunder.

        2.4   NOTICE OF MEETING

        Notice of an annual or special meeting of stockholders as provided for
herein shall be delivered to each stockholder entitled to notice of or to vote
at the meeting either personally or by mail, not less than 10 nor more than 60
days before the meeting, written notice stating the place, day and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called. If such notice is mailed, it shall



<PAGE>   6

be deemed delivered when deposited in the official government mail properly
addressed to the stockholder at such stockholder's address as it appears on the
stock transfer books of the corporation with postage prepaid. If the notice is
telegraphed, it shall be deemed delivered when the content of the telegram is
delivered to the telegraph company. Notice given in any other manner shall be
deemed delivered when dispatched to the stockholder's address, telephone number
or other number appearing on the stock transfer records of the corporation.

        2.5   WAIVER OF NOTICE

        2.5.1 WAIVER IN WRITING

        Whenever any notice is required to be given to any stockholder under the
provisions of these Bylaws, the Certificate of Incorporation or the General
Corporation Law of the State of Delaware, as now or hereafter amended (the
"DGCL"), a waiver thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.


        2.5.2 WAIVER BY ATTENDANCE

        The attendance of a stockholder at a meeting shall constitute a waiver
of notice of such meeting, except when a 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.

        2.6   FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS

        2.6.1 MEETINGS

        For the purpose of determining stockholders entitled to notice of and to
vote at any meeting of stockholders or any adjournment thereof, the Board may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which record date
shall be nor more than 60 (or the maximum number permitted by applicable law) or
less than 10 days before the date of such meeting. If no record date is fixed by
the Board, the record date for determining stockholders entitled to notice of
and 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 and to
vote at the meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the board may fix a new record date for the
adjourned meeting.

        2.6.2 DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS

        For the purpose of determining 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





                                      -2-
<PAGE>   7

purpose of any other lawful action, the Board may fix 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 60 (or the
maximum number permitted by applicable law) 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 adopts
the resolution relating thereto.

        2.7   VOTING LIST

        At least 10 days before each meeting of stockholders, a complete list of
the stockholders entitled to vote at such meeting, or any adjournment thereof,
shall be made, arranged in alphabetical order, with the address of and number of
shares held by each stockholder. This list shall be open to examination by any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of 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 so specified, at the place where the meeting
is to be held. This list shall also be produced and kept at such meeting for
inspection by any stockholder who is present.

        2.8   NATURE OF BUSINESS

        At any meeting, only such business shall be conducted as shall have been
brought before the meeting by or at the direction of the Board or by any
stockholder who complies with the procedures set forth in this Section 2.8.

        No business may be transacted at any meeting of stockholders, other than
business that is either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board (or any duly
authorized committee thereof), (b) otherwise properly brought before such
meeting of stockholders by or at the direction of the Board (or any duly
authorized committee thereof) or (c) in the case of an annual meeting of the
stockholders, otherwise properly brought before such meeting by any stockholder
(i) who is a stockholder of record on the date of the giving of the notice
provided for in this Section 2.8 and on the record date for the determination of
stockholders entitled to vote at such annual meeting of the stockholders and
(ii) who complies with the notice procedures set forth in this Section 2.8.

        In addition to any other applicable requirements, for business to be
properly brought before an annual meeting of the stockholders by a stockholder,
such stockholder must have given timely notice thereof in proper written form to
the Secretary.

        To be timely, a stockholder's notice to the secretary must be delivered
to or mailed and received at the principal executive offices of the corporation
not less than 45 days nor more than 75 days prior to the date on which the
corporation first mailed its proxy materials for the previous year's annual
meeting of shareholders (or the date on which the corporation mails its proxy
materials for the current year if during the prior year the corporation did not
hold an annual meeting or if the date of the annual meeting was changed more
than 30 days from the prior year).





                                      -3-
<PAGE>   8

        To be in proper written form, a stockholder's notice to the Secretary
must set forth as to each matter such stockholder proposes to bring before the
annual meeting of the stockholders (i) a brief description of the business
desired to be brought before the annual meeting of the stockholders and the
reasons for conducting such business at the annual meeting of the stockholders,
(ii) the name and record address of such stockholder, (iii) the class or series
and number of shares of capital stock of the corporation which are owned
beneficially or of record by such stockholder as of the record date for the
meeting (if such date shall then have been made publicly available and shall
have occurred) and as of the date of such notice, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business, (v) any other information which would be required to be disclosed in a
proxy statement or other filings required to be made in connection with the
solicitations of proxies for the proposal pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder if such stockholder were engaged in such
a solicitation, and (vi) a representation that such stockholder intends to
appear in person or by proxy at the annual meeting of the stockholders to bring
such business before the meeting.

        No business shall be conducted at the annual meeting of the stockholders
except business brought before the annual meeting of the stockholders in
accordance with the procedures set forth in this Section 2.8, provided, however,
that, once business has been properly brought before the annual meeting of the
stockholders in accordance with such procedures, nothing in this Section 2.8
shall be deemed to preclude discussion by any stockholder of any such business.

        The Chairman of an annual meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 2.8, and if he should
so determine he shall so declare to the meeting, and any such business not
properly brought before the meeting shall not be transacted.

        Nothing in this Section 2.8 shall affect the right of a stockholder to
request inclusion of a proposal in the corporation's proxy statement to the
extent that such right is provided by an applicable rule of the Securities and
Exchange Commission.

        When a meeting is adjourned to another time or place, notice of the
adjourned meeting need not be given if the time and place thereof are announced
at the meeting at which the adjournment is taken, unless the adjournment is for
more than 30 days, or unless after the adjournment a new record date is fixed
for the adjourned meeting, in which case notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote at the meeting. At the
adjourned meeting, any business may be transacted that might have been
transacted at the original meeting.





                                      -4-
<PAGE>   9

        2.9   QUORUM

        A majority of the outstanding shares of the corporation entitled to
vote, present in person or represented by proxy at the meeting, shall constitute
a quorum at a meeting of the stockholders; provided, that where a separate vote
by a class or classes is required, a majority of the outstanding shares of such
class or classes, present in person or represented by proxy at the meeting,
shall constitute a quorum entitled to take action with respect to that vote on
that matter. If less than a majority of the outstanding shares entitled to vote
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. If a quorum is
present or represented at a reconvened meeting following such an adjournment,
any business may be transacted that might have been transacted at the meeting as
originally called. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

        2.10   MANNER OF ACTING

        In all matters other than the election of Directors, if a quorum is
present, the affirmative vote of the majority of the outstanding 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, unless the vote of a
greater number is required by these Bylaws, the Certificate of Incorporation or
the DGCL. Where a separate vote by a class or classes is required, if a quorum
of such class or classes is present, the affirmative vote of the majority of
outstanding shares of such class or classes present in person or represented by
proxy at the meeting shall be the act of such class or classes. 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.

        2.11   PROXIES

        2.11.1 APPOINTMENT

        Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy. Such
authorization may be accomplished by the stockholder or such stockholder's
authorized office, Director, employee or agent executing a writing or causing
his or her signature to be affixed to such writing by any reasonable means,
including facsimile signature, or (b) transmitting or authorizing the
transmission of a telegram, cablegram or other means of electronic transmission
to the intended holder of the proxy or to a proxy solicitation firm, proxy
support service or similar agent duly authorized by the intended proxy holder to
receive such transmission; provided, that any such telegram, cablegram or other
electronic transmission must either set forth or be accompanied by information
from which it can be determined that the telegram, cablegram or other electronic
transmission was authorized by the stockholder. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission
by which a stockholder has authorized





                                      -5-
<PAGE>   10

another person to act as proxy for such stockholder may be substituted or used
in lieu of the original writing or transmission for any and all purposes for
which the original writing or transmission could be used, provided that such
copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.

        2.11.2 DELIVERY TO CORPORATION; DURATION

        A proxy shall be filed with the Secretary before or at the time of the
meeting or the delivery to the corporation of the consent to corporate action in
writing. A proxy shall become invalid three years after the date of its
execution unless otherwise provided in the proxy. A proxy with respect to a
specified meeting shall entitle the holder thereof to vote at any reconvened
meeting following adjournment of such meeting but shall not be valid after the
final adjournment thereof.

        2.12   VOTING OF SHARES

        Each outstanding share entitled to vote with respect to the subject
matter of an issue submitted to a meeting of stockholders shall be entitled to
one vote upon each such issue.

        2.13   VOTING FOR DIRECTORS

        Each stockholder entitled to vote at an election of Directors may vote,
in person or by proxy, the number of shares owned by such stockholder for as
many persons as there are Directors to be elected and for whose election such
stockholder has a right to vote.

SECTION 3   BOARD OF DIRECTORS

        3.1   GENERAL POWERS

        The business and affairs of the corporation shall be managed by the
Board.

        3.2   NUMBER AND TENURE

        The Board shall be composed of not less than six nor more than nine
Directors, the specific number to be set by resolution of the board or the
stockholders, provided that the Board may consist of fewer than three Directors
until vacancies are filled. The number of Directors may be changed from time to
time by amendment to these Bylaws, but no decrease in the number of Directors
shall have the effect of shortening the term of any incumbent Director. Unless a
Director resigns or is removed, he or she shall hold office until the next
annual meeting of stockholders or until his or her successor is elected,
whichever is later. Directors need not be stockholders of the corporation or
residents of the State of Delaware.





                                      -6-
<PAGE>   11

        3.3   ANNUAL AND REGULAR MEETINGS

        An annual Board meeting shall be held without notice immediately after
and at the same place as the annual meeting of stockholders. By resolution, the
Board or any committee designated by the Board may specify the time and place
either within or without the State of Delaware for holding regular meetings
thereof without other notice than such resolution.

        3.4   SPECIAL MEETINGS

        Special meetings of the Board or any committee appointed by the Board
may be called by or at the request of the Chairman of the of the Board, the
President, Secretary or, in the case of special Board meetings, any two
Directors and, in the case of any special meeting of any committee appointed by
the Board, by the Chairman thereof. The person or persons authorized to call
special meetings may fix any place either within or without the State of
Delaware as the place for holding any special meeting called by them.

        3.5   NOMINATION OF DIRECTORS

        Only persons who are nominated in accordance with the following
procedures shall be eligible for election as Directors of the corporation,
except as may be otherwise provided in the Certificate of Incorporation with
respect to the right of holders of preferred stock of the corporation to
nominate and elect a specified number of Directors in certain circumstances.
Nominations of persons for election to the Board may be made at any annual
meeting of the stockholders, or at any special meeting of the stockholders
called for the purpose of electing Directors, (a) by or at the direction of the
Board (or any duly authorized committee thereof) or (b) by any stockholder of
the corporation (i) who is a stockholder of record on the date of the giving of
the notice provided for in this Section 3.5 and on the record date for the
determination of stockholders entitled to vote at such meeting and (ii) who
complies with the notice procedures set forth in this Section 3.5. In addition
to any other applicable requirements, for a nomination to be made by a
stockholder, such stockholder must have given timely notice thereof in proper
written form to the Secretary.

        To be timely, a stockholder's notice to the Secretary must be delivered
to or mailed and received at the principal executive offices of the corporation
(a) in the case of an annual meeting of the stockholders, not less than 45 days
nor more than 75 days prior to the date on which the corporation first mailed
its proxy materials for the previous year's annual meeting of shareholders (or
the date on which the corporation mails its proxy materials for the current year
if during the prior year the corporation did not hold an annual meeting or if
the date of the annual meeting was changed more than 30 days from the prior
year); and (b) in the case of a special meeting of the stockholders called for
the purpose of electing Directors, not later than the close of business on the
10th day following the day on which notice of the date of the special meeting of
the stockholders was mailed or public disclosure of the late of the special
meeting of the stockholders was made, whichever first occurs.





                                      -7-
<PAGE>   12

        To be in proper written form, a stockholder's notice to the Secretary
must set forth (a) as to each person whom the stockholder proposes to nominate
for election as a Director (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of capital stock of the
corporation which are owned beneficially or of record by the person as of the
record date for the meeting (if such date shall then have been made publicly
available and shall have occurred) and as of the date of such notice and (iv)
any other information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of Directors pursuant to
Section 14 of the Exchange Act, and the rules and regulations promulgated
thereunder; and (b) as to the stockholder giving the notice (i) the name and
record address of such stockholder, (ii) the class or series and number of
shares of capital stock of the corporation which are owned beneficially or of
record by such stockholder as of the record date for the meeting (if such date
shall then have been made publicly available and shall have occurred) and as of
the date of such notice, (iii) a description of all arrangements or
understandings between such stockholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nominations) are
to be made by such stockholder, (iv) a representation that such stockholder
intends to appear in person or by proxy at the meeting to nominate the persons
named in its notice and (v) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of
Directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a written
consent of each proposed nominee to being named as a nominee and to serve as a
Director if elected.

        No person shall be eligible for election as a Director of the
corporation unless nominated in accordance with the procedures set forth in this
Section 3.5. The Chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

        3.6   MEETINGS BY TELEPHONE

        Members of the Board or any committee designated by the Board may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation by such means
shall constitute presence in person at a meeting.

        3.7   NOTICE OF SPECIAL MEETINGS

        Notice of a special Board or committee meeting stating the place, day
and hour of the meeting shall be given to a Director in writing or orally by
telephone or in person. Neither the business to be transacted at, nor the
purpose of, any special meeting need be specified in the notice of such meeting.





                                      -8-
<PAGE>   13

        3.7.1 PERSONAL DELIVERY

        If notice is given by personal delivery, the notice shall be effective
if delivered to a Director at least two days before the meeting.

        3.7.2 DELIVERY BY MAIL

        If notice is delivered by mail, the notice shall be deemed effective if
deposited in the official government mail properly addressed to a Director at
his or her address shown on the records of the corporation with postage prepaid
at least five days before the meeting.

        3.7.3 DELIVERY BY PRIVATE CARRIER

        If notice is given by private carrier, the notice shall be deemed
effective when dispatched to a Director at his or her address shown on the
records of the corporation at least three days before the meeting.

        3.7.4 FACSIMILE NOTICE

        If notice is delivered by wire or wireless equipment that transmits a
facsimile of the notice, the notice shall be deemed effective when dispatched at
least two days before the meeting to a Director at his or her telephone number
or other number appearing on the records of the corporation.

        3.7.5 DELIVERY BY TELEGRAPH

        If notice is delivered by telegraph, the notice shall be deemed
effective if the content thereof is delivered to the telegraph company at least
two days before the meeting for delivery to a Director at his or her address
shown on the records of the corporation.

        3.7.6 ORAL NOTICE

        If notice is delivered orally, by telephone or in person, the notice
shall be deemed effective if personally given to the Director at least two days
before the meeting.

        3.8   WAIVER OF NOTICE

        3.8.1 IN WRITING

        Whenever any notice is required to be given to any Director under the
provisions of these Bylaws, the Certificate of Incorporation or the DGCL, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the board or any
committee appointed by the Board need to be specified in the waiver of notice of
such meeting.





                                      -9-
<PAGE>   14

        3.8.2 BY ATTENDANCE

        The attendance of a Director at a Board or committee meeting shall
constitute a waiver of notice of such meeting, except when a Director 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.

        3.9   QUORUM

        A majority of the total number of Directors fixed in the manner provided
in these Bylaws or, if vacancies exist on the Board, a majority of the total
number of Directors then serving on the Board, provided, however, that such
number may be not less than one-third of the total number of Directors fixed in
the manner provided in these Bylaws, shall constitute a quorum for the
transaction of business at any Board meeting. If less than a majority are
present at a meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.

        3.10   MANNER OF ACTING

        The act of the majority of the Directors present at a Board or committee
meeting at which there is a quorum shall be the act of the Board or committee,
unless the vote of a greater number is required by these Bylaws, the Certificate
of Incorporation or the DGCL.

        3.11   PRESUMPTION OF ASSENT

        A Director of the corporation present at a Board or committee meeting at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless his or her dissent is entered in the minutes of the
meeting, or unless such Director files a written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof, or
forwards such dissent by registered mail to the Secretary of the corporation
immediately after the adjournment of the meeting. A Director who voted in favor
of such action may not dissent.

        3.12   ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING

        Any action that could be taken at a meeting of the Board or of any
committee appointed by the Board may be taken without a meeting if a written
consent setting forth the action so taken is signed by each of the Directors or
by each committee member. Any such written consent shall be inserted in the
minute book as if it were the minutes of a Board or a committee meeting.

        3.13   RESIGNATION

        Any Director may resign at any time by delivering written notice to the
Chairman of the Board, the President, the Secretary or the Board, or to the
registered office of the corporation. Any such resignation shall take effect at
the time specified therein or, if the




                                      -10-
<PAGE>   15

time is not specified, upon delivery thereof and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

        3.14   REMOVAL

        At a meeting of stockholders called expressly for that purpose, one or
more members of the Board (including the entire Board) may be removed, with or
without cause, by a vote of the holders of a majority of the shares then
entitled to vote on the election of Directors.

        Notwithstanding the foregoing, unless the certificate of incorporation
otherwise provides, if the Board is classified, shareholders may effect removal
only for cause.

        3.15   VACANCIES

        Any vacancy occurring on the Board may be filled by the affirmative vote
of a majority of the remaining Directors though less than a quorum of the Board.
A Director elected to fill a vacancy shall be elected for the unexpired term of
his or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of Directors may be filled by the Board.

        3.16   COMMITTEES

        3.16.1 CREATION AND AUTHORITY OF COMMITTEES

        The Board may, by resolution passed by a majority of the number of
Directors fixed by or in the manner provided in these Bylaws, appoint standing
or temporary committees, each committee to consist of one or more Directors of
the corporation. The Board 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. In the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board establishing
such committee or as otherwise provided in these Bylaws, shall have and may
exercise all the powers and authority of the Board 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 that require it; but no such committee
shall have the power or authority in reference to (a) amending the Certificate
of Incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board as provided in Section 151(a) of the DGCL, fix the designations,
preferences or rights of such shares to the extent permitted under Section 141
of the DGCL), (b) adopting an agreement of merger or consolidation under Section
251 or 252 of the DGCL, (c) recommending to the stockholders the sale, lease or
exchange or other disposition of all or substantially all the property and
assets of the corporation, (d) recommending to the stockholders a dissolution of
the corporation or a revocation of a dissolution, or (e) amending these Bylaws;
and, unless expressly provided by resolution





                                      -11-
<PAGE>   16

of the Board, no such committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock or to adopt a certificate of
ownership and merger pursuant to Section 253 of the DGCL.

        3.16.2 MINUTES OF MEETINGS

        All committees so appointed shall keep regular minutes of their meetings
and shall cause them to be recorded in books kept for that purpose.

        3.16.3 QUORUM AND MANNER OF ACTING

        A majority of the number of Directors composing any committee of the
Board, as established and fixed by resolution of the Board, shall constitute a
quorum for the transaction of business at any meeting of such committee but, if
less than a majority are present at a meeting, a majority of such Directors
present may adjourn the meeting from time to time without further notice. The
act of a majority of the members of a committee present at a meeting at which a
quorum is present shall be the act of such committee.

        3.16.4 RESIGNATION

        Any member of any committee may resign at any time by delivering written
notice to the Chairman of the Board, the President, the Secretary, the Board or
the Chairman of such committee. Any such resignation shall take effect at the
time specified therein or, if the time is not specified, upon delivery thereof
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

        3.16.5 REMOVAL

        The Board may remove from office any member of any committee elected or
appointed by it, but only by the affirmative vote of not less than a majority of
the number of Directors fixed by or in the manner provided in these Bylaws.

        3.17   COMPENSATION

        By Board resolution, Directors and committee members may be paid their
expenses, if any, of attendance at each Board or committee meeting, a fixed sum
for attendance at each Board or committee meeting or a stated salary as Director
or a committee member, or a combination of the foregoing. No such payment shall
preclude any Director or committee member from serving the corporation in any
other capacity and receiving compensation therefor.

SECTION 4   OFFICERS

        4.1   NUMBER

        The officers of the corporation shall be a President, a Secretary and a
Treasurer, each of whom shall be elected by the Board. One or more Vice
Presidents and such other





                                      -12-
<PAGE>   17

officers and assistant officers, including Chairman of the Board, may be elected
or appointed by the Board, such officers and assistant officers to hold office
for such period, have such authority and perform such duties as are provided in
these Bylaws or as may be provided by resolution of the Board. Any officer may
be assigned by the Board any additional title that the Board deems appropriate.
The Board may delegate to any officer or agent the power to appoint any such
subordinate officers or agents and to prescribe their respective terms of
office, authority and duties. Any two or more offices may be held by the same
person.

        4.2   ELECTION AND TERM OF OFFICE

        The officers of the corporation shall be elected annually by the Board
at the Board meeting held after the annual meeting of the stockholders. If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as a Board meeting conveniently may be held. Unless an officer
dies, resigns or is removed from office, he or she shall hold office until the
next annual meeting of the Board or until his or her successor is elected.

        4.3   RESIGNATION

        Any officer may resign at any time by delivering written notice to the
Chairman of the Board, the President, a Vice President, the Secretary or the
Board. Any such resignation shall take effect at the time specified therein or,
if the time is not specified, upon delivery thereof and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

        4.4   REMOVAL

        Any officer or agent elected or appointed by the Board may be removed by
the Board whenever in its judgment the best interests of the corporation would
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.

        4.5   VACANCIES

        A vacancy in any office because of death, resignation, removal,
disqualification, creation of a new office or any other cause may be filled by
the Board for the unexpired portion of the term, or for a new term established
by the Board.

        4.6   CHAIRMAN OF THE BOARD

        If elected, the Chairman of the Board shall perform such duties as shall
be assigned to him or her by the Board from time to time and shall preside over
meetings of the Board and stockholders unless another officer is appointed or
designated by the Board as Chairman of such meeting.





                                      -13-
<PAGE>   18

        4.7   PRESIDENT

        The President shall be the chief executive officer of the corporation
unless some other officer is so designated by the Board, shall preside over
meetings of the Board and stockholders in the absence of a Chairman of the Board
and, subject to the Board's control, shall supervise and control all the assets,
business and affairs of the corporation. The President may sign certificates for
shares of the corporation, deeds, mortgages, bonds, contracts or other
instruments, except when the signing and execution thereof have been expressly
delegated by the Board or by these Bylaws to some other officer or agent of the
corporation or are required by law to be otherwise signed or executed by some
other officer or in some other manner. In general, the President shall perform
all duties incident to the office of President and such other duties as are
prescribed by the Board from time to time.

        4.8   VICE PRESIDENT

        In the event of the death of the President or his or her inability to
act, the Vice President (or if there is more than one Vice President, the Vice
President who was designated by the Board as the successor to the President, or
if no Vice President is so designated, the Vice President first elected to such
office) shall perform the duties of the President, except as may be limited by
resolution of the Board, with all the powers of and subject to all the
restrictions upon the President. Any Vice President may sign with the Secretary
or any Assistant Secretary certificates for shares of the corporation. Vice
Presidents shall have, to the extent authorized by the President or the Board,
the same powers as the President to sign deeds, mortgages, bonds, contracts or
other instruments. Vice Presidents shall perform such other duties as from time
to time may be assigned to them by the President or the Board.

        4.9   SECRETARY

        The Secretary shall be responsible for preparation of minutes of
meetings of the Board and stockholders, maintenance of the corporation's records
and stock registers, and authentication of the corporation's records and shall
in general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him or her by the President or
the Board. In the absence of the Secretary, an Assistant Secretary may perform
the duties of the Secretary.

        4.10   TREASURER

        If required by the Board, the Treasurer shall give a bond for the
faithful discharge of his or her duties in such amount and with such surety or
sureties as the Board shall determine. The Treasurer shall have charge and
custody of and be responsible for all funds and securities of the corporation;
receive and give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation in
banks, trust companies or other depositories selected in accordance with the
provisions of these Bylaws; sign certificates for shares of the corporation; and
in general perform all duties incident to the office of Treasurer and such





                                      -14-
<PAGE>   19

other duties as from time to time may be assigned to him or her by the President
or the Board. In the absence of the Treasurer, an Assistant Treasurer may
perform the duties of the Treasurer.

        4.11   SALARIES

        The salaries of the officers shall be fixed from time to time by the
Board or by any person or persons to whom the Board has delegated such
authority. No officer shall be prevented from receiving such salary by reason of
the fact that he or she is also a Director of the corporation.

SECTION 5   CONTRACTS, LOANS, CHECKS AND DEPOSITS

        5.1   CONTRACTS

        The Board may authorize any officer or officers, or agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation. Such authority may be general or confined to
specific instances.

        5.2   LOANS TO THE CORPORATION

        No loans shall be contracted on behalf of the corporation and no
evidence of indebtedness shall be issued in its name unless authorized by a
resolution of the Board. Such authority may be general or confined to specific
instances.

        5.3   CHECKS, DRAFTS, ETC.

        All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation shall be
signed by such officer or officers, or agent or agents, of the corporation and
in such manner as is from time to time determined by resolution of the Board.

        5.4   DEPOSITS

        All funds of the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositories as the Board may select.

SECTION 6   CERTIFICATES FOR SHARES AND THEIR TRANSFER

        6.1   ISSUANCE OF SHARES

        No shares of the corporation shall be issued unless authorized by the
Board, which authorization shall include the maximum number of shares to be
issued and the consideration to be received for each share.





                                      -15-
<PAGE>   20

        6.2   CERTIFICATES FOR SHARES

        Certificates representing shares of the corporation shall be signed by
the Chairman of the Board or a Vice Chairman of the Board, if any, or the
President or a Vice President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary, any of whose signatures may be a
facsimile. The Board may in its discretion appoint responsible banks or trust
companies from time to time to act as transfer agents and registrars of the
stock of the corporation; and, when such appointments shall have been made, no
stock certificate shall be valid until countersigned by one of such transfer
agents and registered by one of such registrars. 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 by the corporation
with the same effect as if such person was such officer, transfer agent or
registrar at the date of issue. All certificates shall include on their face
written notice of any restrictions that may be imposed on the transferability of
such shares and shall be consecutively numbered or otherwise identified.

        6.3   STOCK RECORDS

        The stock transfer books shall be kept at the registered office or
principal place of business of the corporation or at the office of the
corporation's transfer agent or registrar. The name and address of each person
to whom certificates for shares are issued, together with the class and number
of shares represented by each such certificate and the date of issue thereof,
shall be entered on the stock transfer books of the corporation. The person in
whose name shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.

        6.4   RESTRICTION ON TRANSFER

        Except to the extent that the corporation has obtained an opinion of
counsel acceptable to the corporation that transfer restrictions are not
required under applicable securities laws, or has otherwise satisfied itself
that such transfer restrictions are not required, all certificates representing
shares of the corporation shall bear a legend on the face of the certificate, or
on the reverse of the certificate if a reference to the legend is contained on
the face, that reads substantially as follows:

               "The securities evidenced by this certificate have not be
               registered under the Securities Act of 1933, as amended, or any
               applicable state law, and no interest therein may be sold,
               distributed, assigned, offered, pledged or otherwise transferred
               unless (a) there is an effective registration statement under
               such Act and applicable state securities laws covering any such
               transaction involving said securities or (b) this corporation
               receives an opinion of legal counsel for the holder of these
               securities (concurred in by legal counsel for this corporation)
               stating that such transaction is





                                      -16-
<PAGE>   21

               exempt from registration or this corporation otherwise satisfies
               itself that such transaction is exempt from registration. Neither
               the offering of the securities nor any offering materials have
               been reviewed by an administrator under the Securities Act of
               1933, as amended, or any applicable state law."

        6.5   TRANSFER OF SHARES

        The transfer of shares of the corporation shall be made only on the
stock transfer books of the corporation pursuant to authorization or document of
transfer made by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to transfer, or
by his or her attorney-in-fact authorized by power of attorney duly executed and
filed with the Secretary of the corporation. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificates for a like number of shares shall have been
surrendered and cancelled.

        6.6   LOST OR DESTROYED CERTIFICATES

        In the case of a lost, destroyed or mutilated certificate, a new
certificate may be issued therefor upon such terms and indemnity to the
corporation as the Board may prescribe.

        6.7   SHARES OF ANOTHER CORPORATION

        Shares owned by the corporation in another corporation, domestic or
foreign, may be voted by such officer, agent or proxy as the Board may determine
or, in the absence of such determination, by the Chairman of the Board, the Vice
Chairman of the Board, the President or any Vice President of the corporation.

SECTION 7   BOOKS AND RECORDS

        The corporation shall keep correct and complete books and records of
account, stock transfer books, minutes of the proceedings of its stockholders
and Board and such other records as may be necessary or advisable.

SECTION 8   ACCOUNTING YEAR

        The accounting year of the corporation shall be the calendar year,
provided that if a different accounting year is at any time selected for
purposes of federal income taxes, the accounting year shall be the year so
selected.

SECTION 9   SEAL

        The seal of the corporation, if any, shall consist of the name of the
corporation, the state of its incorporation and the year of its incorporation.





                                      -17-
<PAGE>   22

SECTION 10   INDEMNIFICATION

        10.1   RIGHT TO INDEMNIFICATION

        Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved (including, without limitation, as a witness)
in any actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she is or was a Director or officer of the corporation or that,
being or having been such a Director or officer or an employee of the
corporation, he or she is or was serving at the request of the corporation as a
Director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as such a Director,
officer, employee or agent or in any other capacity while serving as such a
Director, officer, employee or agent, shall be indemnified and held harmless by
the corporation to the full extent permitted by the DGCL, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to provide broader
indemnification rights than permitted prior thereto), or by other applicable law
as then in effect, against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) actually and reasonably incurred or suffered by such indemnitee who
has ceased to be a Director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators; provided,
however, that except as provided in subsection 10.2 hereof with respect to
proceedings seeking to enforce rights to indemnification, the corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized or ratified by the Board. The right to indemnification conferred in
this subsection 10.1 shall be a contract right and shall include the right to be
paid by the corporation the expenses incurred in defending any such proceeding
in advance of its final disposition (hereinafter an "advancement of expenses');
provided, however, that if the DGCL requires, an advancement of expenses
incurred by an indemnitee in his or her capacity as a Director or officer (and
not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee benefit plan)
shall be made only upon delivery to the corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal that such indemnitee is
not entitled to be indemnified for such expenses under this subsection 10.1 or
otherwise.

        10.2   RIGHT OF INDEMNITEE TO BRING SUIT

        If a claim under subsection 10.1 hereof is not paid in full by the
corporation within 60 days after a written claim has been received by the
corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be 20 days, the indemnitee may at any
time thereafter bring suit against the corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit,





                                      -18-
<PAGE>   23

or in a suit brought by the corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be entitled to be
paid also the expense of prosecuting or defending such suit. The indemnitee
shall be presumed to be entitled to indemnification under this Section 10 upon
submission of a written claim (and, in an action brought to enforce a claim for
an advancement of expenses, where the required undertaking, if any is required,
has been tendered to the corporation), and thereafter the corporation shall have
the burden of proof to overcome the presumption that the indemnitee is not so
entitled. Neither the failure of the corporation (including its Board,
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper in the circumstances nor an actual determination by the corporation
(including its Board, independent legal counsel or its stockholders) that the
indemnitee is not entitled to indemnification shall be a defense to the suit or
create a presumption that the indemnitee is not so entitled.

        10.3   NONEXCLUSIVITY OF RIGHTS

        The rights to indemnification and to the advancement of expenses
conferred in this Section 10 shall not be exclusive of any other right that any
person may have or hereafter acquire under any statute, agreement, vote of
stockholders or disinterested Directors, provisions of the Certificate of
Incorporation or these Bylaws or otherwise. Notwithstanding any amendment to or
repeal of this Section 10, any indemnitee shall be entitled to indemnification
in accordance with the provisions hereof with respect to any acts or omissions
of such indemnitee occurring prior to such amendment or repeal.

        10.4   INSURANCE, CONTRACTS AND FUNDING

        The corporation may maintain insurance, at its expense, to protect
itself and any Director, officer, employee or agent of the corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the corporation would
have the power to indemnify such person against such expense, liability or loss
under the DGCL. The corporation, without further stockholder approval, may enter
into contracts with any Director, officer, employee or agent in furtherance of
the provisions of this Section 10 and may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Section 10.

        10.5   INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION

        The corporation may, by action of the Board, grant rights to
indemnification and advancement of expenses to employees or agents or groups of
employees or agents of the corporation with the same scope and effect as the
provisions of this Section 10 with respect to the indemnification and
advancement of expenses of Directors and officers of the corporation; provided,
however, that an undertaking shall be made by an employee or agent only if
required by the Board.





                                      -19-
<PAGE>   24

        10.6   PERSONS SERVING OTHER ENTITIES

        Any person who is or was a Director, officer or employee of the
corporation who is or was serving (a) as a Director or officer of another
corporation of which a majority of the shares entitled to vote in the election
of its Directors is held by the corporation or (b) in an executive or management
capacity in a partnership, joint venture, trust or other enterprise of which the
corporation or a wholly owned subsidiary of the corporation is a general partner
or has a majority ownership shall be deemed to be so serving at the request of
the corporation and entitled to indemnification and advancement of expenses
under subsection 10.1 hereof.

SECTION 11   AMENDMENTS OR REPEAL

        These Bylaws may be amended or repealed and new Bylaws may be adopted by
the stockholders or the Board. The stockholders may also amend and repeal these
Bylaws or adopt new Bylaws, provided, however, that notice of such amendment,
repeal or adoption of new Bylaws be contained in the notice of such meeting of
stockholders or the Board, as the case may be. All such amendments must be
approved by either the holders of 80% of the outstanding capital stock entitled
to vote thereon or by a majority of the entire Board then in office.
Notwithstanding any amendment to Section 10 hereof or repeal of these Bylaws, or
of any amendment or repeal of any of the procedures that may be established by
the Board pursuant to Section 10 hereof, any indemnitee shall be entitled to
indemnification in accordance with the provisions hereof and thereof with
respect to any acts or omissions of such indemnitee occurring prior to such
amendment or repeal.

        The foregoing Amended and Restated Bylaws were adopted by the Board of
Directors on January 8, 1999.





                                            ___________________________________
                                            Michael Carrisino
                                            Secretary

























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