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                                                                     EXHIBIT 3.3


                                CARESIDE, INC.


                         AMENDED AND RESTATED BY-LAWS
                         ----------------------------


                              ARTICLE I OFFICES
                              ------------------


     1.1  Registered Office:  The registered office shall be in the City of
          -----------------
Wilmington, County of New Castle, State of Delaware.

     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
                     ------------------------------------

     2.1  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.

     2.2  Date of Annual Meeting:  Annual meetings of stockholders, commencing
          ----------------------
with the year 2000, shall be held on the first Wednesday of August, if not a
legal holiday, and if a legal holiday, then on the next secular day following,
at 10:00 o'clock A.M., or at such other 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 they shall elect by a plurality vote a board of directors, and
transact such other business as may properly be brought before the meeting.

     2.3  Notice of Annual 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 nor more than
sixty days before the date of the meeting.

     2.4  Stockholders List:  The officer who has charge of the stock ledger of
          -----------------
the corporation shall prepare and make, at least ten 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 stockholders, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten 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
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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.

     2.5  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 and Chief Executive
Officer and shall be called by the secretary at the request in writing of a
majority of the board of directors.  Such request shall state the purpose or
purposes of the proposed meeting.

     2.6  Notice of Special Meetings:  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 sixty nor more than
ninety days before the date of the meeting, to each stockholder entitled to vote
at such meeting.

     2.7  Business Transacted at Meetings of Stockholders:
          -----------------------------------------------

          (a)  Except as otherwise provided by or in these By-laws, or except as
permitted by the presiding officer of the meeting in the exercise of such
officer's sole discretion in any specific instance, the business which shall be
voted upon or discussed at any annual or special meeting of the stockholders
shall (i) have been specified in the written notice of the meeting (or any
supplement thereto) given by the Corporation, (ii) be brought before the meeting
at the direction of the Board of Directors, (iii) be brought before the meeting
by the presiding officer of the meeting unless a majority of the Directors then
in office object to such business being conducted at the meeting, or (iv) in the
case of an annual meeting of stockholders have been specified in a written
notice given to the Corporation by or on behalf of any stockholder who shall
have been a stockholder of record on the record date for such meeting and who
shall continue to be entitled to vote thereat (the "Stockholder Notice"), in
accordance with all of the requirements set forth below.

          (b)  Each Stockholder Notice must be delivered to, or mailed and
received at, the principal executive offices of the Corporation addressed to the
attention of the Chairman and Chief Executive Officers (i) in the case of an
annual meeting that is called for a date that is within 30 days before or after
the anniversary date of the immediately preceding annual meeting of
Stockholders, not less than 60 days nor more than 90 days prior to such
anniversary date, provided that a proposal submitted by a stockholder for
inclusion in the Corporation's proxy statement for an annual meeting which is
appropriate for inclusion therein and otherwise complies with Securities
Exchange Act of 1934 Rule 14a-8 (including timeliness), shall be deemed to have
also been submitted timely pursuant to these By-laws, and (ii) in the case of an
annual meeting that is called for a date that is not within 30 days before or
after the anniversary date of the immediately preceding annual meeting, not
later than the close of business on the fifth day following the earlier of the
day on which notice of the date of the meeting was mailed or public disclosure
of the meeting date (which shall include disclosure of the meeting date given to
a national securities exchange or the National Association of Securities Dealers
was made. Each such Stockholder Notice must set forth (A) the name and address
of the stockholder who intends to bring the business before the annual meeting
("Proposing Stockholder"); (B) the name and address of the beneficial owner, if
different than the Proposing Stockholder, of any

                                      -2-
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of the shares owned of record by the Proposing Stockholder ("Beneficial Owner");
(C) the number of shares of each class and series of shares of the Corporation
which are owned of record and beneficially by the Proposing Stockholder and the
number which are owned beneficially by any Beneficial Owner; (D) any interest
(other than an interest solely as a stockholder) which the Proposing Stockholder
or a Beneficial Owner has in the business being proposed by the Proposing
Stockholder; (E) a description of all arrangements and understandings between
the Proposing Stockholder and any Beneficial Owner and any other person or
persons (naming such person or persons) pursuant to which the proposal in the
Stockholder Notice is being made; (F) a description of the business which the
Proposing Stockholder seeks to bring before the meeting, the reason for doing so
and, if a specific action is to be proposed, the text of the resolution or
resolutions which the Proposing Stockholder proposes that the Corporation adopt;
and (G) a representation that the Proposing Stockholder is at the time of giving
the Stockholder Notice, was or will be on the record date for the meeting, and
will be on the meeting date a holder of record of shares of the Corporation
entitled to vote at such meeting and intends to appear in person or by proxy at
the meeting to bring the business specified in the Stockholder Notice before the
meeting. The presiding officer of the meeting may, in such officer's sole
discretion, refuse to acknowledge any business proposed by a stockholder which
the presiding officer determines is not made in compliance with the foregoing
procedure.

     2.8  Nomination of Directors by Stockholders;
          ---------------------------------------

          (a) Nominations for the election of Directors may be made by the Board
of Directors, by a committee appointed by the Board of Directors with authority
to do so or by any stockholder of record entitled to vote in  the election of
Directors who is a stockholder at the record date of the meeting and also on the
date of the meeting at which Directors are to be elected; provided, however,
that with respect to a nomination made by a stockholder, such stockholder must
provide timely written notice to the Chairman and Chief Executive Officer of the
Corporation in accordance with the following requirements:

              (i)  To be timely, a stockholder's notice must be delivered to, or
     mailed and received at, the principal executive offices of the Corporation
     addressed to the attention of the Chairman and Chief Executive Officer (1)
     in the case of an annual meeting that is called for a date that is within
     30 days before or after the anniversary date of the immediately preceding
     annual meeting of stockholders, not less than 60 days nor more than 90 days
     prior to such anniversary date, and (2) in the case of an annual meeting
     that is called for a date that is not within 30 days before or after the
     anniversary date of the immediately preceding annual meeting, or in the
     case of a special meeting of stockholders called for the purpose of
     electing Directors, not later than the close of business on the fifth day
     following the day on which notice of the date of the meeting was mailed;
     and

              (ii) Each such written notice must set forth:  (A) the name and
     address of the stockholder who intends to make the nomination ("Nominating
     Stockholder"); (B) the name and address of the beneficial owner, if
     different than the Nominating Stockholder, of any of the shares owned of
     record by the Nominating Stockholder ("Beneficial Holder"); (C)

                                      -3-
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     the number of shares of each class and series of shares of the Corporation
     which are owned of record and beneficially by the Nominating Stockholder
     and the number which are owned beneficially by any Beneficial Holder; (D) a
     description of all arrangements and understandings between the Nominating
     Stockholder and any Beneficial Holder and any other person or persons
     (naming such person or persons) pursuant to which the nomination is being
     made; (E) the name and address of the person or persons to be nominated;
     (F) a representation that the Nominating Stockholder is at the time of
     giving of the notice, was or will be on the record date for the meeting,
     and will be on the meeting date a holder of record of shares of the
     corporation entitled to vote at such meeting, and intends to appear in
     person or by proxy at the meeting to nominate the person or persons
     specified in the notice; and (G) the written consent of each nominee
     nominated by the Nominating Stockholder to serve as a Director of the
     Corporation if so elected. The presiding officer of the meeting may, in
     such officer's sole discretion, refuse to acknowledge the nomination of any
     person which the presiding officer determines is not made in compliance
     with the foregoing procedure.

     2.9   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 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

     2.10  Vote Required:  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.

     2.11  Voting:  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.

           At all elections of the directors of the corporation each stockholder
having voting power shall be entitled to exercise the right to cumulative
voting, but only if so provided in the certificate of incorporation.

                                      -4-
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     2.12  Action Without Meeting:  Unless otherwise provided in the certificate
           ----------------------
of incorporation, any action required to be taken at any annual or special
meeting of stockholders of the corporation, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted.  Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.


                            ARTICLE III  DIRECTORS
                            ----------------------


     3.1   Number of Directors:  The number of directors which shall constitute
           -------------------
the whole board shall be not less than six (6) nor more than ten (10), or if a
majority of the board of directors so determines, twelve (12).  Thereafter,
within the limits above specified, the number of directors shall be determined
by resolution of the board of directors or by the stockholders at the annual
meeting.  The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 3.2 of these By-Laws, and in the
Certificate of Incorporation, each director elected shall hold office until his
successor is elected and qualified.  Directors need not be stockholders.

     3.2   Vacancies:  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.

     3.3   Powers of Directors: 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 By-Laws directed or
required to be exercised or done by the stockholders.

     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.

     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 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

                                      -5-
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special meetings of the board of directors or as shall be specified in a written
waiver signed by all of the directors.

     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.

     3.7   Special Meetings:  Special meetings of the board may be called by the
           ----------------
president without notice to each director; 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.

     3.8   Quorum; Vote Necessary:  At all meetings of the board, a majority of
           ----------------------
the 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.

     3.9   Action Without Meeting:  Unless otherwise restricted by the
           ----------------------
certificate of incorporation or these By-Laws, 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.

     3.10  Telephonic Communications:  Unless otherwise restricted by the
           -------------------------
certificate of incorporation or these By-Laws, 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.

     3.11  Committees of Directors:  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, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.

                                      -6-
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           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, or amending the By-Laws of the corporation; and,
unless the resolution or the certificate of incorporation expressly so provide,
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.

     3.12  Minute of Committees:  Each committee shall keep regular minutes of
           --------------------
its meetings and report the same to the board of directors when required.

     3.13  Compensation of Directors:  Unless otherwise restricted by the
           -------------------------
Certificate of Incorporation or these By-Laws, 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.

     3.14  Removal of Directors:  Methods and measures for removing any director
           --------------------
or the entire board of directors are set forth in the Certificate of
Incorporation.


                              ARTICLE IV  NOTICES
                              -------------------

     4.1   Form:  Whenever, under the provisions of the statutes or of the
           ----
certificate of incorporation or of these By-laws, 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, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

     4.2   Waiver:  Whenever any notice is required to be given under the
           ------
provisions of the statutes or of the certificate of incorporation or of these
By-Laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

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                              ARTICLE V  OFFICERS
                              -------------------

     5.1  Officers Required:  The officers of the corporation shall be chosen by
          -----------------
the board of directors and shall be a chief executive officer, one or more
executive vice-presidents, a secretary and a treasurer.  The board of directors
may also designate one or more persons as vice-presidents, and may choose one or
more assistant secretaries and assistant treasurers.  Any number of offices may
be held by the same person, unless the Certificate of Incorporation or these By-
Laws otherwise provide.

     5.2  Election by Directors:  The board of directors at its first meeting
          ---------------------
after each annual meeting of stockholders shall elect the officers of the
Company.

     5.3  Other Officers:  The board of directors may appoint such other
          --------------
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.

     5.4  Salaries:  The salaries of all officers and agents of the corporation
          --------
shall be fixed by the board of directors.

     5.5  Term; Removal; Vacancy:  The officers of the corporation shall hold
          ----------------------
office until their successors are chosen and qualify.  Any officer elected or
appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the board of directors.  Any vacancy occurring
in any office of the corporation shall be filled by the board of directors.

     5.6  Chief Executive Officer's General Duties:  The chief executive officer
          ----------------------------------------
of the corporation shall preside at all meetings of the stockholders and the
board of directors, shall have general and active management of the business of
the corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

     5.7  Chief Executive Officer's Execution of Contracts:  The Chief Executive
          ------------------------------------------------
Officer shall execute bonds, mortgages and other contracts requiring a seal,
under the seal of the corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the board of directors to some other
officer or agent of the corporation.

     5.8  Vice-President's Duties:  In the absence of the Chief Executive
          -----------------------
Officer or in the event of his inability or refusal to act, the executive vice-
president (or in the event there be more than one executive vice-president, the
executive vice-presidents in the order designated by the directors, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the Chief Executive Officer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Chief Executive
Officer.  The executive vice-presidents and the vice president

                                      -8-
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shall otherwise perform such duties and have such other powers as the board of
directors may from time to time prescribe.

     5.9   Secretary's Duties:  The secretary shall attend all meetings of the
           ------------------
board of directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required.  He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or president, under whose supervision he shall be.  He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such assistant secretary.  The board of directors may give general authority to
any other officer to affix the seal of the corporation and to attest the
affixing by his signature.

     5.10  Assistant Secretary's Duties:  The assistant secretary, or if there
           ----------------------------
be more than one, the assistant secretaries in the order determined by the board
of directors (or if there be no such determination, then in the order of their
election) shall, in the absence of the secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

     5.11  Treasurer's General Duties:  The treasurer shall have the custody of
           --------------------------
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors.

     5.12  Treasurer to Disburse Funds:  He shall disburse the funds of the
           ---------------------------
corporation as may be ordered by the board of directors, taking proper vouchers
for such disbursements, and shall render to the president and the board of
directors, at its regular meetings, or when the board of directors so requires,
an account of all his transactions as treasurer and of the financial condition
of the corporation.

     5.13  Treasurer's Bond:  If required by the board of directors, he shall
           ----------------
give the corporation a bond (which shall be renewed every six years) in such sum
and with such surety or sureties as shall be satisfactory to the board of
directors for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death,  resignation, retirement
or removal from office, of all books, papers, vouchers, money and other property
of whatever kind in his possession or under his control belonging to the
corporation.

     5.14  Assistant Treasurer's Duties:  The assistant treasurer, or if there
           ----------------------------
shall be more than one, the assistant treasurers in the order determined by the
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
inability or refusal to act, perform the duties and exercise the powers of the
treasurer and shall

                                      -9-
<PAGE>

perform such other duties and have such other powers as the board of directors
may from time to time prescribe.


                                  ARTICLE VI
                                  ----------

     6.1  Certificate of Stock:  Every holder of stock in the corporation shall
          --------------------
be entitled to have a certificate, signed by, or in the name of the corporation
by, the chairman or vice-chairman of the board of directors, or the president or
a vice-president and the treasurer or an assistant treasurer, or the secretary
or an assistant secretary of the corporation, certifying the number of shares
owned by him in the corporation.

          Certificates may be issued for partly paid shares and in such case
upon the face or back of the certificates issued to represent any such partly
paid shares, the total amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.

          If the corporation shall be authorized to issue more than one class of
stock, or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided 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 which 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, designations, preferences and
relative, participating, optional or other special rights or each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

     6.2  Signatures:  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 were
such officer, transfer agent or registrar at the date of issue.

     6.3  Lost Certificates:  The board of directors may direct a new
          -----------------
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed.  When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may

                                      -10-
<PAGE>

be made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

     6.4  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.

     6.5  Fixing Record Date:  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, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action.  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.

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


                        ARTICLE VII  GENERAL PROVISIONS
                        -------------------------------

     7.1  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.

     7.2  Reserves:  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 equalizing dividends, 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.

                                      -11-
<PAGE>

     7.3  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.

     7.4  Checks:  All checks or 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.

     7.5  Fiscal Year:  The fiscal year of the corporation shall be determined
          -----------
by the Board of Directors.

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

                         ARTICLE VIII  INDEMNIFICATION
                         -----------------------------

     8.1  Actions By Third Parties:  The corporation shall indemnify any person
          ------------------------
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he 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 expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

     8.2  Actions By or In the Right of the Corporation:  The corporation shall
          ---------------------------------------------
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he 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 expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for

                                      -12-
<PAGE>

negligence or misconduct in the performance of his duty to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     8.3  Expenses of Successful Defense:  To the extent that a director,
          ------------------------------
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Sections
8.l and 8.2 of these By-Laws, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

     8.4  Determination That Indemnification Is Proper:  Any indemnification
          --------------------------------------------
under Sections 8.1 and 8.2 of these By-Laws, (unless ordered by a court) shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in Sections 8.1 and 8.2 of these By-Laws.  Such determination
shall be made (l) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.

     8.5  Advances:  Expenses incurred in defending a civil or criminal action,
          --------
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the board of
directors in the specific case upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this section.

     8.6  Provisions Not Exclusive:  The indemnification provided by this
          ------------------------
Article VIII shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under the Certificate of Incorporation
or any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

     8.7  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 this Article VIII.

                                      -13-
<PAGE>

     8.8   Constituent Corporation:  For purposes of this Article VIII,
           -----------------------
references to "the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify the
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article VIII with respect to the resulting or surviving corporation as
he would have with respect to such constituent corporation if its separate
existence had continued.

     8.9   Other Enterprises; Fines; Services:  For purposes of this Article
           ----------------------------------
VIII, references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the request
of the corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves services by,
such director, officer, employee, or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation" as referred to in
this Article VIII.

     8.10  Continuation of Indemnification and Advancement of Expenses:  The
           -----------------------------------------------------------
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VIII shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.


                            ARTICLE IX  AMENDMENTS
                            ----------------------

     9.1   Amendments by Stockholders or Directors:  These By-Laws may be
           ---------------------------------------
altered, amended or repealed or new By-Laws may be adopted by the stockholders
or by the board of directors in accordance with the Certificate of
Incorporation.

                                      -14-