<PAGE>   1

                                                                     EXHIBIT 3.2

                          AMENDED AND RESTATED BYLAWS
                                       OF
                                 ENDOCARE, INC.


                                   ARTICLE I

                                    OFFICES

         Section 1.1      Registered Office.  The registered office shall be
located in the City of Wilmington, County of New Castle, State of Delaware or
at such other location within the State of Delaware as the Board of Directors
may from time to time determine or as the business of the corporation may
require.

         Section 1.2      Other Offices.  The corporation 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

                            MEETINGS OF STOCKHOLDERS

         Section 2.1      Time and Place of Meetings.  All meetings of the
stockholders for the election of directors shall be held at such place either
within or without the State of Delaware as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

         Section 2.2      Annual Meetings.  Annual meetings of stockholders
shall be held at such date and time as shall be designated from time to time by
the Board of Directors and stated in the notice of the meeting, at which the
stockholders shall elect directors by a plurality vote, and transact such other
business as may properly be brought before the meeting.  Written notice of the
annual meeting stating the place, date and hour of the meeting shall be given
to each stockholder entitled to vote at such meeting not less than ten (10) nor
more than sixty (60) days before the date of the meeting.

         Section 2.3      Special Meetings.  Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the certificate of incorporation, may be called by the Chairman
of the Board, the president and shall be called by the president or secretary
at the request in writing of a majority of the Board of Directors, or at the
request in writing of holders of shares entitled to cast not less than 10
percent of the votes at such meeting.  Such request shall state the purpose or
purposes of the proposed meeting. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.  Written
notice of a special meeting stating the place, date and hour of the meeting and
the purpose or purposes for which the meeting is called, shall be given not
less than ten (10) nor
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more than sixty (60) days before the date of the meeting, to each stockholder
entitled to vote at such meeting.

         Section 2.4      Quorum.  The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the certificate of incorporation.  If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present
or represented.  At such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might have been transacted
at the meeting as originally notified.  If the adjournment is for more than
thirty (30) days, or if at 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 2.5      Voting.  When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the certificate of incorporation, a different vote is required
in which case such express provision shall govern and control the decision of
such question.

         Section 2.6      Proxies.  Unless otherwise provided in the
certificate of incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
the capital stock having voting power held by such stockholder, but no proxy
shall be voted on after three years from its date, unless the proxy provides
for a longer period.

         Section 2.7      List of Stockholders Entitled to Vote.  The officer
who has charge of the stock ledger of the corporation shall prepare and make,
at least ten (10) days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, and 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 so
specified, at the place where the meeting is to be held.  The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.





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                                  ARTICLE III

                                   DIRECTORS

         Section 3.1      Powers.  The business of the corporation shall be
managed by or under the direction of its Board of Directors which may exercise
all such powers of the corporation and do all such lawful acts and things as
are not by statute or by the certificate of incorporation or by these Bylaws
directed or required to be exercised or done by the stockholders.

         Section 3.2      Number, Qualification and Election of Directors.  The
number of directors may be fixed from time to time by resolution of the Board
of Directors, but shall be not less than three (3) and not more than seven (7).
The initial number of directors which shall constitute the whole Board shall be
three (3) until changed, within the limits specified above, by resolution duly
adopted by the Board of Directors or by a bylaw amending this Section 3.2 duly
adopted by the stockholders.  The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of this Article,
and each director elected shall hold office until his successor is elected and
qualified.  Directors need not be stockholders.

         Section 3.3      Vacancies and Additional Directorships.  Vacancies
and newly created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in
office, though less than a quorum, or by a sole remaining director, and the
directors so chosen shall hold office until the next annual election and until
their successors are duly elected and shall qualify, unless sooner displaced.
If there are no directors in office, then an election of directors may be held
in the manner provided by statute.  If, at the time of filling any vacancy of
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 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 office.

         Section 3.4      Place of Meetings.  The Board of Directors of the
corporation may hold meetings, both regular and special, either within or
without the State of Delaware.

         Section 3.5      First Meeting.  The first meeting of each newly
elected Board of Directors shall be held at such time and place as shall be
fixed by the vote of the stockholders at the annual meeting, and no notice of
such meeting shall be necessary to the newly elected directors in order legally
to constitute the meeting, provided a quorum shall be present.  In the event of
the failure of the stockholders to fix the time or place of such first meeting
of the newly elected Board of Directors, or in the event such meeting is not
held at the time and place so





                                       3.
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fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the Board of Directors, or as shall be specified in a written
waiver signed by all of the directors.

         Section 3.6      Regular Meetings.  Regular meetings of the Board of
Directors may be held without notice at such time and at such place as shall
from time to time be determined by the Board.

         Section 3.7      Special Meetings.  Special meetings of the Board may
be called by the president on one (1) day's notice to each director, either
personally or by mail or by telegram; special meetings shall be called by the
president or secretary in like manner and on like notice on the written request
of two directors unless the Board consists of only one director; in which case
special meetings shall be called by the president or secretary in like manner
and on like notice on the written request of the sole director.

         Section 3.8      Quorum.  At all meetings of the Board a majority of
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation.  If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         Section 3.9      Action by Directors Without a 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 or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or committee.

         Section 3.10     Telephonic Meetings.  Unless otherwise restricted by
the certificate of incorporation or these bylaws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.

         Section 3.11     Committees.  The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more of the 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,





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the member or members thereof present at any meeting and not disqualified from
voting, whether or not such person or persons constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member.

                          Any such committee, to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the
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 amending the
certificate of incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
removing or indemnifying directors or amending the Bylaws of the corporation;
and, unless the resolution or the certificate of incorporation expressly so
provides, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.  Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.

         Section 3.12     Committee Rules.  Unless the Board of Directors
otherwise provides, each committee designated by the Board of Directors may
adopt, amend and repeal rules for the conduct of its business.  In the absence
of a provision by the Board of Directors or a provision in the rules of such
committee to the contrary, a majority of the entire authorized number of
members of such committee shall constitute a quorum for the transaction of
business, the vote of a majority of the members present at a meeting at the
time of such vote if a quorum is then present shall be the act of such
committee, and in other respects each committee shall conduct its business in
the same manner as the Board of Directors conducts its business pursuant to
Article III of these Bylaws.  Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

         Section 3.13     Compensation of Directors.  Unless otherwise
restricted by the certificate of incorporation or these Bylaws, the Board of
Directors shall have the authority to fix the compensation of directors.  The
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director.  No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.  Members of special or standing
committees may be allowed like compensation for attending committee meetings.

         Section 3.14     Approval of 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 subsidiary, including any
officer or employee who is a director of the





                                       5.
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corporation or its subsidiary, whenever, in the judgment of the directors, such
loan, guaranty or assistance may reasonably be expected to benefit the
corporation.  The loan, guaranty 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 this section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation
at common law or under any statute.

         Section 3.15     Removal of Directors.  Unless otherwise restricted by
the certificate of incorporation or by law, any director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority
of shares entitled to vote at an election of directors.

                                   ARTICLE IV

                                    NOTICES

         Section 4.1      Required Notice.  Whenever, under the provisions of
the statutes or of the certificate of incorporation or of these Bylaws, notice
is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing and
will be deemed to have been duly given if personally delivered or sent by
United States mail (addressed to such director or stockholder, at his address
as it appears on the records of the corporation, with postage thereon prepaid),
or by telegram, telex or facsimile confirmed by letter, and will be deemed
given, unless earlier received, if by mail, at the time when the same shall be
deposited in the United States mail, and if by telegram, telex or facsimile, on
the day such confirmation letter shall be deposited in the United States mail.

         Section 4.2      Waiver of Notice of Meetings of Stockholders,
Directors and Committees.  Whenever notice is required to be given by law or
under any provision of the Certificate of Incorporation or these Bylaws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person 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.  Neither the business
to be transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors, or members of a committee of directors need be
specified in any written waiver of notice unless so required by the Certificate
of Incorporation or these Bylaws.  Unless either proper notice of a meeting of
the Board of Directors, or any committee thereof, has been given or else the
persons entitled thereto have waived such notice (either in writing or by
attendance as set forth above), any business transacted at such meeting shall
be null and void.





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                                   ARTICLE V

                                    OFFICERS

         Section 5.1      Officers.  The officers of the corporation shall be a
chairman of the board, a president, a chief financial officer/treasurer, one or
more vice presidents and a secretary.  The corporation may also have, at the
discretion of the Board of Directors, one or more assistant vice presidents,
one or more assistant secretaries, one or more assistant treasurers and such
other officers as may be appointed in accordance with the provisions hereof.
One person may hold two or more offices.  The salaries of all officers of the
corporation shall be fixed by the Board of Directors.

         Section 5.2      Term of Office.  The officers of the corporation,
except such officers as may be appointed in accordance with the provisions of
Section 3 or Section 5 of this Article V, shall be chosen annually by the Board
of Directors, and each shall hold his office until he shall resign or shall be
removed or otherwise disqualified to serve, or his or her successor shall be
elected and qualified.

         Section 5.3      Subordinate Officers.  The Board of Directors may
appoint such other officers as the business of the corporation may require,
each of whom shall have such authority and perform such duties as are provided
in these Bylaws or as the Board of Directors or the president may from time to
time specify, and shall hold office until he or she shall resign or shall be
removed or otherwise disqualified to serve.

         Section 5.4      Removal and Resignation.  Any officer may be removed,
either with or without cause, by the Board of Directors at any regular or
special meeting of the Board of Directors or, except in case of an officer
chosen by the Board of Directors, by any officer upon whom such power or
removal may be conferred by the Board of Directors.

                          Any officer may resign at any time by giving written
notice to the Board of Directors, the chairman of the Board of Directors, if
any, the president or the secretary of the corporation.  Any such resignation
shall take effect at the date of the receipt of such notice or at any later
time specified therein; and unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.

         Section 5.5      Vacancy.  A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in
the manner prescribed in the Bylaws for the regular appointments to such
office.





                                       7.
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         Section 5.6      Chairman of the Board.  The chairman of the board, if
such an officer be elected, shall, if present, preside at meetings of the Board
of Directors and exercise and perform such other powers and duties as may from
time to time be assigned to him or her by the Board of Directors or as may be
prescribed by these Bylaws.  If there is no president, then the chairman of the
board shall also be the chief executive officer of the corporation and shall
have the powers and duties prescribed in Section 5.7 of these Bylaws.

         Section 5.7      President.  Subject to such supervisory powers, if
any, as may be given by the Board of Directors to the chairman of the board, if
there be such an officer, 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 the
officers of the corporation.  He or she shall preside at all meetings of the
stockholders and, in the absence or nonexistence of a chairman of the board, at
all meetings of the Board of Directors.  He or she shall have the general
powers and duties of management usually vested in the office of president of a
corporation and shall have such other powers and duties as may be prescribed by
the Board of Directors or these Bylaws.

         Section 5.8      Vice Presidents.  The vice presidents shall exercise
and perform such powers and duties with respect to the administration of the
business and affairs of the corporation as may from time to time be assigned to
each of them by the chief executive officer, the president, by the Board of
Directors or as is prescribed by these Bylaws.  In the absence or disability of
the president, the vice presidents, in order of their rank as fixed by the
Board of Directors, or if not ranked, the vice president designated by the
Board of Directors, shall perform all of the duties of the president and when
so acting shall have all of the powers of and be subject to all the
restrictions upon the president.

         Section 5.9      Secretary and Assistant Secretary.  The secretary
shall keep, or cause to be kept, a book of minutes at the principal office for
the transaction of the business of the corporation, or such other place as the
Board of Directors may order, of all meetings of directors and stockholders,
with the time and place of holding, whether regular or special, and if special,
how authorized and the notice thereof given, the names of those present at
directors' meetings, the number of shares present or represented at
stockholders' meetings and the proceedings thereof.

                          The secretary shall keep, or cause to be kept, at the
principal offices for the transaction of the business of the corporation or at
the office of the corporation's transfer agent, a share register, or a
duplicate share register, showing the names of the stockholders and their
addresses, the number and classes of shares held by each; the number and date
of certificates issued for the same; and the number and date of cancellation of
every certificate surrendered for cancellation.





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                          The secretary shall give, or cause to be given,
notice of all the meetings of the stockholders and of the Board of Directors
required by these Bylaws or by law to be given, and he or she shall keep the
seal of the corporation in safe custody, and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or
these Bylaws.  If for any reason the secretary shall fail to give notice of any
special meeting of the Board of Directors called by one or more of the persons
identified in Section 3.7 of Article III of these Bylaws, or if he or she shall
fail to give notice of any special meeting of the stockholders called by one or
more of the persons identified in Section 2.3 of Article II of these Bylaws,
then any such person or persons may give notice of any such special meeting.

         Section 5.10     Chief Financial Officer and Treasurer.  The chief
financial officer shall keep and maintain, or cause to be kept and maintained,
adequate and correct accounts of the properties and business transactions of
the corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus and shares.  Any surplus,
including earned surplus, paid-in surplus and surplus arising from a reduction
of capital, shall be classified according to source and shown in a separate
account.  The books of account shall at all reasonable times be open to
inspection by any director.  The chief financial officer shall be the treasurer
of the corporation.

                          The chief financial officer shall deposit, or cause
to be deposited, all moneys and other valuables in the name and to the credit
of the corporation with such depositories as may be designated by the Board of
Directors.  He or she shall disburse the funds of the corporation as may be
ordered by the Board of Directors, shall render to the president and to the
directors, whenever they request it, an account of all of his or her
transactions as chief financial officer and of the financial condition of the
corporation, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or the Bylaws.

         Section 5.11     Assistant Treasurer.  The assistant treasurer, or, if
there is more than one, the assistant treasurers, in the order determined by
the stockholders or Board of Directors (or if there be no such determination,
then in the order of their election), shall, in the absence of the treasurer or
in the event of his or her inability or refusal to act, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the Board of Directors or the stockholders may from
time to time prescribe.

                                   ARTICLE VI

                                   INDEMNITY

         Section 6.1      Indemnity of Directors and Officers.  The corporation
shall, to the maximum extent and in the manner permitted by the General
Corporation Law of Delaware, indemnify each of its directors and officers
against expenses (including attorneys' fees),





                                       9.
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judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding, arising by reason of the fact that
such person is or was an agent of the corporation.  For purposes of this
Section 6.1, a "director" or "officer" of the corporation includes any person
(i) who is or was a director or officer of the corporation, (ii) who is or was
serving at the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, or (iii)
who was a director or officer of a corporation which was a predecessor
corporation of the corporation or of another enterprise at the request of such
predecessor corporation.

         Section 6.2      Indemnification of Others.  The corporation shall
have the power, to the extent and in the manner permitted by the General
Corporation Law of Delaware, to indemnify each of its employees and agents
(other than directors and officers) against expenses (including attorneys'
fees), judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding, arising by reason of the fact that
such person is or was an agent of the corporation.  For purposes of this
Section 6.2, an "employee" or "agent" of the corporation (other than a director
or officer) includes any person (i) who is or was an employee or agent of the
corporation, (ii) who is or was serving at the request of the corporation as an
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or (iii) who was an employee or agent of a corporation which
was a predecessor corporation of the corporation or of another enterprise at
the request of such predecessor corporation.

         Section 6.3      Insurance.  The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of the General
Corporation Law of Delaware.

                                  ARTICLE VII

                                     STOCK

         Section 7.1      Stock Certificates; Partly Paid Shares.  The shares
of the corporation shall be represented by certificates, provided that the
Board of Directors of the corporation may provide by resolution or resolutions
that some or all of any or all classes or series of its stock shall be
uncertificated shares.  Any such resolution shall not apply to shares
represented by a certificate until such certificate is surrendered to the
corporation.  Notwithstanding the adoption of such a resolution by the Board of
Directors, every holder of stock represented by certificates and upon request
every holder of uncertificated shares shall be entitled to have a certificate
signed by, or in the name of the corporation by the chairman or





                                      10.
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vice-chairman of the Board of Directors, or the president or vice-president,
and by the treasurer or an assistant treasurer, or the secretary or an
assistant secretary of such corporation representing the number of shares
registered in certificate form.

                          The corporation may issue the whole or any part of
its shares as partly paid and subject to call for the remainder of the
consideration to be paid therefor.  Upon the face or back of each stock
certificate issued to represent any such partly paid shares, upon the books and
records of the corporation in the case of uncertificated partly paid shares,
the total amount of the consideration to be paid therefor and the amount paid
thereon shall be stated.  Upon the declaration of any dividend on fully paid
shares, the corporation shall declare a dividend upon partly paid shares of the
same class, but only upon the basis of the percentage of the consideration
actually paid thereon.

         Section 7.2      Special Designation on Certificates.  If the
corporation is authorized to issue more than one class of stock or more than
one series of any class, then the powers, the designations, the preferences,
and the 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 shall be set forth in full or summarized on
the face or back of the certificate that the corporation shall issue to
represent such class or series of stock; provided, however, that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware,
in lieu of the foregoing requirements there may be set forth on the face or
back of the certificate that the corporation shall issue to represent such
class or series of stock a statement that the corporation will furnish without
charge to each stockholder who so requests the powers, the designations, the
preferences, and the 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.

         Section 7.3      Facsimile Signature.  Any of or all the signatures on
the certificate may be facsimile.  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 he or she were such officer, transfer agent or registrar at
the date of issue.

         Section 7.4      Lost Certificates.  The corporation may issue a new
certificate of stock in the place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, and the corporation may require
the owner of the lost, stolen or destroyed certificate, or his legal
representative, to give the corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate.





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<PAGE>   12
         Section 7.5      Transfer Agents and Registrars.  The Board of
Directors may appoint one or more transfer agents or transfer clerks, and one
or more registrars, who may be the same person, and may be the secretary of the
corporation, or an incorporated bank or trust company, either domestic or
foreign, who shall be appointed at such times and places as the requirements of
the corporation may necessitate and the Board of Directors may designate.

         Section 7.6      Transfer of Stock.  Upon surrender to the corporation
or the transfer agent of the corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignation or
authority to transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

         Section 7.7      Fixing Record Date for Determination of Stockholders
of Record.  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 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 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.

         Section 7.8      Dividends, Distributions and Other Stockholder
Rights.  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 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.

         Section 7.9      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 to
hold liable for calls and assessments a person registered on its books as the
owner of shares, 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,





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whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.

         Section 7.10     Maintenance and Inspection of Records.  The
corporation shall, either at its principal executive office or at such place or
places as designated by the Board of Directors, keep a record of its
stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these Bylaws, as amended to date,
accounting books and other records.

                          Any stockholder of record, in person or by attorney
or other agent, shall, upon written demand under oath stating the purpose
thereof, have the right during the usual hours for business to inspect for any
proper purpose the corporation's stock ledger, a list of its stockholders, and
its other books and records and to make copies or extracts therefrom.  A proper
purpose shall mean a purpose reasonably related to such person's interest as a
stockholder.  In every instance where an attorney or other agent is the person
who seeks the right to inspection, the demand under oath shall be accompanied
by a power of attorney or such other writing that authorizes the attorney or
other agent to so act on behalf of the stockholder.  The demand under oath
shall be directed to the corporation at its registered office in Delaware or at
its principal place of business.

         Section 7.11     Inspection by Directors.  Any director shall have the
right to examine the corporation's stock ledger, a list of its stockholders and
its other books and records for a purpose reasonably related to his or her
position as a director.  The Court of Chancery is hereby vested with the
exclusive jurisdiction to determine whether a director is entitled to the
inspection sought.  The Court may summarily order the corporation to permit the
director to inspect any and all books and records, the stock ledger, and the
stock list and to make copies or extracts therefrom.  The Court may, in its
discretion, prescribe any limitations or conditions with reference to the
inspection, or award such other and further relief as the Court may deem just
and proper.

         Section 7.12     Annual Statement.  The Board of Directors shall
present at each annual meeting, and at any special meeting of the stockholders
when called for by vote of the stockholders, a full and clear statement of the
business and condition of the corporation.

         Section 7.13     Representation of Shares of Other Corporations.  The
chairman of the board, the president, any vice president, the treasurer, the
secretary or assistant secretary of this corporation, or any other person
authorized by the Board of Directors or the president or a vice president, is
authorized to vote, represent and exercise on behalf of this corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of this corporation.  The authority granted herein may be
exercised either by such person directly or by any other person authorized to
do so by proxy or power of attorney duly executed by such person having the
authority.





                                      13.
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                                  ARTICLE VIII

                               GENERAL PROVISIONS

         Section 8.1      Checks.  All checks for demands for money and notes
of the corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time designate.

         Section 8.2      Execution of Corporate Contracts and Instruments.
The Board of Directors, except as otherwise provided in these Bylaws, may
authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so 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 8.3      Dividends.  Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law.  Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the certificate of
incorporation.

         Section 8.4      Reserve of Funds.  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 directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for repairing or maintaining any property of the corporation,
or for such other purpose as the directors shall think conducive to the
interest of the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.

         Section 8.5      Fiscal Year.  The fiscal year of the corporation
shall be fixed by resolution of the Board of Directors and may be changed by
the Board of Directors.

         Section 8.6      Seal.  The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization and the words
"Corporate Seal."  The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise.





                                      14.
<PAGE>   15
                                   ARTICLE IX

                                   AMENDMENTS

         Section 9.1      Amendments.  These Bylaws may be altered, amended or
repealed, or new Bylaws may be adopted, by the stockholders entitled to vote,
or by the Board of Directors when such power is conferred upon the Board of
Directors by the Certificate of Incorporation, at any regular meeting of the
stockholders or of the Board of Directors or at any special meeting of the
stockholders or of the Board of Directors, if notice of such alteration,
amendment, repeal or adoption of new Bylaws is contained in the notice of such
special meeting.  If the power to adopt, amend or repeal Bylaws is conferred
upon the Board of Directors by the certificate of incorporation, it shall not
divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.





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