<PAGE>   1
                                                                    EXHIBIT 3.2



                                     BYLAWS

                                       OF

                              ROYAL BODYCARE, INC.








                                                  Adopted as of October 5, 1999




<PAGE>   2

                                     BYLAWS

                                       OF

                              ROYAL BODYCARE, INC.



                               TABLE OF CONTENTS


<TABLE>
<S>                        <C>                                                    <C>
ARTICLE 1         OFFICES                                                         1
         SECTION 1.1       REGISTERED OFFICE/RESIDENT AGENT                       1
         SECTION 1.2       OTHER OFFICES                                          1

ARTICLE 2         MEETINGS OF STOCKHOLDERS                                        1
         SECTION 2.1       PLACE OF MEETINGS                                      1
         SECTION 2.2       ANNUAL MEETING                                         1
         SECTION 2.3       SPECIAL MEETINGS                                       1
         SECTION 2.4       NOTICE                                                 1
         SECTION 2.5       VOTING LIST                                            2
         SECTION 2.6       QUORUM                                                 2
         SECTION 2.7       REQUIRED VOTE; WITHDRAWAL OF QUORUM                    2
         SECTION 2.8       METHOD OF VOTING; PROXIES                              2
         SECTION 2.9       RECORD DATE                                            3
         SECTION 2.10      ACTION WITHOUT MEETING                                 4
         SECTION 2.11      INSPECTORS OF ELECTIONS                                4

ARTICLE 3         DIRECTORS                                                       4
         SECTION 3.1       MANAGEMENT                                             4
         SECTION 3.2       NUMBER; ELECTION                                       4
         SECTION 3.3       CHANGE IN NUMBER                                       5
         SECTION 3.4       REMOVAL                                                5
         SECTION 3.5       VACANCIES AND NEWLY CREATED DIRECTORSHIPS              5
         SECTION 3.6       ELECTION OF DIRECTORS; CUMULATIVE VOTING PROHIBITED    5
         SECTION 3.7       PLACE OF MEETINGS                                      5
         SECTION 3.8       ANNUAL MEETINGS                                        5
         SECTION 3.9       REGULAR MEETINGS                                       5
         SECTION 3.10      SPECIAL MEETINGS                                       5
         SECTION 3.11      QUORUM                                                 6
         SECTION 3.12      ACTION WITHOUT MEETING; TELEPHONE MEETINGS             6
         SECTION 3.13      COMPENSATION                                           6

</TABLE>




                                      -i-
<PAGE>   3



                               TABLE OF CONTENTS
                                  (CONTINUED)
<TABLE>
<S>               <C>                                                                  <C>
ARTICLE 4         COMMITTEES                                                            6
         SECTION 4.1       DESIGNATION                                                  6
         SECTION 4.2       NUMBER; QUALIFICATION; TERM                                  6
         SECTION 4.3       AUTHORITY                                                    6
         SECTION 4.4       COMMITTEE CHANGES; REMOVAL                                   7
         SECTION 4.5       ALTERNATE MEMBERS OF COMMITTEES                              7
         SECTION 4.6       REGULAR MEETINGS                                             7
         SECTION 4.7       SPECIAL MEETINGS                                             7
         SECTION 4.8       QUORUM; MAJORITY VOTE                                        7
         SECTION 4.9       MINUTES                                                      7
         SECTION 4.10      COMPENSATION                                                 7
         SECTION 4.11      RESPONSIBILITY                                               7

ARTICLE 5         NOTICES                                                               8
         SECTION 5.1       METHOD                                                       8
         SECTION 5.2       WAIVER                                                       8
         SECTION 5.3       EXCEPTION TO NOTICE REQUIREMENT                              8

ARTICLE 6         OFFICERS                                                              8
         SECTION 6.1       OFFICERS                                                     8
         SECTION 6.2       ELECTION                                                     9
         SECTION 6.3       COMPENSATION                                                 9
         SECTION 6.4       REMOVAL AND VACANCIES                                        9
         SECTION 6.6       CHIEF EXECUTIVE OFFICER                                      9
         SECTION 6.7       PRESIDENT                                                    9
         SECTION 6.8       VICE PRESIDENTS                                             10
         SECTION 6.9       SECRETARY                                                   10
         SECTION 6.10      ASSISTANT SECRETARIES                                       10
         SECTION 6.11      TREASURER                                                   10
         SECTION 6.12      ASSISTANT TREASURERS                                        10
         SECTION 6.13      OTHER OFFICERS                                              10
         SECTION 6.14      OFFICER'S BOND                                              10

ARTICLE 7         CERTIFICATES REPRESENTING SHARES                                     11
         SECTION 7.1       CERTIFICATES                                                11
         SECTION 7.2       LEGENDS                                                     11
         SECTION 7.3       LOST CERTIFICATES                                           11
         SECTION 7.4       TRANSFER OF SHARES                                          11
         SECTION 7.5       REGISTERED STOCKHOLDERS                                     11

</TABLE>



                                      -ii-

<PAGE>   4




                               TABLE OF CONTENTS
                                  (CONTINUED)
<TABLE>
<S>               <C>                                                                 <C>
ARTICLE 8         GENERAL PROVISIONS                                                   12
         SECTION 8.1       DIVIDENDS                                                   12
         SECTION 8.2       RESERVES                                                    12
         SECTION 8.3       CHECKS                                                      12
         SECTION 8.4       FISCAL YEAR                                                 12
         SECTION 8.5       SEAL                                                        12
         SECTION 8.6       INDEMNIFICATION                                             12
         SECTION 8.7       TRANSACTIONS WITH DIRECTORS AND OFFICERS                    12
         SECTION 8.8       AMENDMENTS                                                  13
         SECTION 8.9       TABLE OF CONTENTS; HEADINGS                                 13


</TABLE>

                                     -iii-


<PAGE>   5




                                     BYLAWS
                                       OF
                              ROYAL BODYCARE, INC.



                                   ARTICLE 1
                                    OFFICES

         SECTION 1.1 REGISTERED OFFICE/RESIDENT AGENT. The registered office of
Royal BodyCare, Inc. (the "CORPORATION") shall be at 502 East John Street,
Carson City, Nevada 89706 or at such other place as may be set forth in the
appropriate filing with the Secretary of State of the State of Nevada. The name
of the resident agent is CSC Services of Nevada, Inc. or such other name set
forth in the appropriate filing with the Secretary of State of the State of
Nevada.

         SECTION 1.2 OTHER OFFICES. The Corporation may also have offices at
such other places, both within and without the State of Nevada, as the Board of
Directors may from time to time determine or the business of the Corporation
may require. The principal office of the Corporation shall be in Irving, Texas.


                                   ARTICLE 2
                            MEETINGS OF STOCKHOLDERS

         SECTION 2.1 PLACE OF MEETINGS. Meetings of stockholders for all
purposes shall be held in Irving, Texas or at such other place as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

         SECTION 2.2 ANNUAL MEETING. An annual meeting of stockholders of the
Corporation shall be held on such date and at such time and such place as shall
be designated by the Board of Directors. At such meeting, the stockholders
entitled to vote thereat shall elect by a plurality vote directors and transact
such other business as may properly be brought before the meeting.

         SECTION 2.3 SPECIAL MEETINGS. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute, the
Articles of Incorporation or these Bylaws, may be called by the Chairman of the
Board, Chief Executive Officer, President or the Board of Directors. Business
transacted at all special meetings shall be confined to the purposes stated in
the notice of the meeting.

         SECTION 2.4 NOTICE. Written or printed notice stating the place, date,
and hour of each meeting of the stockholders and the purpose or purposes for
which the meeting is called, shall be given not less than ten (10) nor more
than sixty (60) days before the date of the meeting, either personally or by
mail, by or at the direction of the President, the Secretary, or the officer(s)
calling the meeting, to each stockholder of record entitled to vote at such
meeting. Such notice shall be



                                       1


<PAGE>   6



signed by the President, a Vice President, the Secretary, an Assistant
Secretary or any other officer designated by the Board of Directors. If such
notice is to be sent by mail, it shall be directed to such stockholder at his
address as it appears on the records of the Corporation, unless he shall have
filed with the Secretary of the Corporation a written request that notices to
him be mailed to some other address, in which case it shall be directed to him
at such other address. Notice of any meeting of stockholders shall not be
required to be given to any stockholder who shall attend such meeting in person
or by proxy and shall not, at the beginning of such meeting, object to the
transaction of any business because the meeting is not lawfully called or
convened, or who shall, either before or after the meeting, submit a signed
waiver of notice, in person or by proxy.

         SECTION 2.5 VOTING LIST. Unless contrary provisions are contained in
the articles of incorporation, the directors may prescribe a period not
exceeding sixty (60) days before any meeting of the stockholders during which
no transfer of stock on the books of the corporation may be made, or may fix a
day not more than sixty (60) days before each meeting of stockholders as the
day as of which stockholders entitled to notice of and to vote at such meetings
must be determined. Only stockholders of record on that day are entitled to
notice or to vote at such meeting.

         SECTION 2.6 QUORUM. The holders of a majority of the outstanding
shares entitled to vote on a matter, present in person or represented by proxy,
shall constitute a quorum at any meeting of stockholders, except as otherwise
provided by statute, the Articles of Incorporation or these Bylaws. If a quorum
shall not be present at any meeting of stockholders, the stockholders entitled
to vote thereat who are present, in person or by proxy, or, if no stockholder
entitled to vote is present, any officer of the Corporation, may adjourn the
meeting from time to time until a quorum shall be present. When a meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place are announced at the meeting at which the
adjournment is taken. At any adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted at the
original meeting had a quorum been present; provided that, if the adjournment
is for more than thirty (30) 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 adjourned meeting.

         SECTION 2.7 REQUIRED VOTE; WITHDRAWAL OF QUORUM. When a quorum is
present at any meeting, action by the stockholders is approved if the number of
votes cast in favor of the action exceeds the number of votes cast in
opposition to the action, unless the question is one on which, by express
provision of statute, the Articles of Incorporation or these Bylaws, a
different vote is required, in which case such express provision shall govern
and control the decision of the question. The stockholders present at a duly
constituted meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.

         SECTION 2.8 METHOD OF VOTING; PROXIES. (a) Each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to
a vote at a meeting of stockholders, except to the extent that the voting
rights of the shares of any class or classes are limited, denied, increased or
decreased by the Articles of Incorporation or these Bylaws.



                                       2



<PAGE>   7




         (b) Each stockholder entitled to vote at a meeting of stockholders or
to express consent or dissent to corporate action in writing without a meeting
may authorize another person or persons to act for him by proxy, but no such
proxy shall be voted or acted upon after the expiration of six (6) months from
the date of its creation, unless it is coupled with an interest, or unless the
stockholder specifies in it the length of time for which it is to continue in
force, which may not exceed seven (7) years from the date of its creation. A
duly executed proxy shall be irrevocable if it states that it is irrevocable
and if, and only as long as, it is coupled with an interest sufficient in law
to support an irrevocable power. Each proxy shall be filed with the Secretary
of the Corporation prior to or at the time of the meeting.

         (c) Without limiting the manner in which a stockholder may authorize
another person or persons to act for him as proxy pursuant to subsection (b) of
this section, the following shall constitute a valid means by which a
stockholder may grant such authority:

                   (i) A stockholder may execute a writing authorizing another
         person or persons to act for him as proxy. The proxy may be limited to
         action on designated matters. Execution may be accomplished by the
         stockholder or by an authorized officer, director, employee or agent
         of the stockholder signing such writing or causing such stockholder's
         signature to be affixed to such writing by any reasonable means
         including, but not limited to, by facsimile signature.

                  (ii) A stockholder may authorize another person or persons to
         act for him as proxy by transmitting or authorizing the transmission
         of a telegram, cablegram, or other means of electronic transmission to
         the person who will be the holder of the proxy or to a proxy
         solicitation firm, proxy support service organization or like agent
         duly authorized by the person who will be the holder of the proxy to
         receive such transmission, provided that any such telegram, cablegram
         or other means of electronic transmission must either set forth or be
         submitted with information from which it can be determined that the
         telegram, cablegram or other electronic transmission was authorized by
         the stockholder. If it is determined that such telegrams, cablegrams
         or other electronic transmissions are valid, the inspectors or, if
         there are no inspectors, such other persons making that determination
         shall specify the information upon which they relied.

         (d) Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission created pursuant to subsection (c)
of this section may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.

         SECTION 2.9 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, the Board of Directors may fix a
record date, which shall not be more than sixty (60) days before the date of
such meeting. Only stockholders of record on that day are entitled to notice or
to vote at such meeting.



                                       3


<PAGE>   8


         SECTION 2.10 ACTION WITHOUT MEETING. Any action required or permitted
to be taken at a meeting of the stockholders of the Corporation may be taken
without a meeting if a written consent thereto is signed by stockholders
holding at least a majority of the voting power, except that if a different
proportion of voting power is required for such an action at a meeting, then
that proportion of written consents is required. Such consent or consents shall
be delivered to the Corporation at its registered office in Nevada, its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of stockholders' meetings are
recorded. Such delivery shall be by hand or by certified or registered mail,
return receipt requested.

         SECTION 2.11 INSPECTORS OF ELECTIONS. The Board of Directors may, in
advance of any meeting of stockholders, appoint one or more inspectors to act
at such meeting or any adjournment thereof. If any of the inspectors so
appointed shall fail to appear or act, the chairman of the meeting shall, or if
inspectors shall not have been appointed, the chairman of the meeting may,
appoint one or more inspectors. Each inspector, before entering upon the
discharge of such inspector's duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict impartiality and
according to the best of such inspector's ability. The inspectors shall
determine the number of shares of capital stock of the Corporation outstanding
and the voting power of each, the number of shares represented at the meeting,
the existence of a quorum, and the validity and effect of proxies and shall
receive votes, ballots, or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots, or consents, determine the results, and do such acts as are
proper to conduct the election or vote with fairness to all stockholders. On
request of the chairman of the meeting, the inspectors shall make a report in
writing of any challenge, request, or matter determined by them and shall
execute a certificate of any fact found by them. No director or candidate for
the office of director shall act as an inspector of an election of directors.
Inspectors need not be stockholders.

                                   ARTICLE 3
                                   DIRECTORS

         SECTION 3.1 MANAGEMENT. The business and affairs of the Corporation
shall be managed by its Board of Directors who may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by statute,
the Articles of Incorporation or these Bylaws directed or required to be
exercised or done by the stockholders. The Board of Directors shall keep
regular minutes of its proceedings.

         SECTION 3.2 NUMBER; ELECTION. The Board of Directors shall consist of
no less than one (1) director and no more than fifteen (15) directors who need
not be stockholders or residents of the State of Nevada. Initially, the number
of directors constituting the entire Board of Directors shall be four (4). The
directors shall be elected at the annual meeting of the stockholders, except as
hereinafter provided, and each director elected shall hold office until his
successor is elected and qualified or until his earlier resignation or removal.




                                       4

<PAGE>   9



         SECTION 3.3 CHANGE IN NUMBER. The number of directors may be increased
or decreased from time to time by resolution adopted by the unanimous vote of
the Board of Directors, but no decrease shall have the effect of shortening the
term of any incumbent director.

         SECTION 3.4 REMOVAL. Any director may be removed, with or without
cause, at any annual or special meeting of stockholders, by the affirmative
vote of the holders of two-thirds of the shares represented in person or by
proxy at such meeting and entitled to vote for the election of such director,
if notice of the intention to act upon such matters shall have been given in
the notice calling such meeting.

         SECTION 3.5 VACANCIES AND NEWLY CREATED 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, although less than a quorum, or by a sole remaining director. Each
director so chosen shall hold office until the next annual meeting of
stockholders and until his successor is elected and qualified or until his
earlier resignation or removal. If at any time there are no directors in
office, an election of directors may be held in the manner provided by statute.
Except as otherwise provided in these Bylaws, when one or more directors shall
resign from the Board of Directors, effective at a future date, a majority of
the directors then in office, including those who have so resigned, shall have
the power to fill such vacancy or vacancies, the vote thereon to take effect
when such resignation or resignations shall become effective, and each director
so chosen shall hold office as provided in these Bylaws with respect to the
filling of other vacancies.

         SECTION 3.6 ELECTION OF DIRECTORS; CUMULATIVE VOTING PROHIBITED. At
every election of directors, each stockholder shall have the right to vote in
person or by proxy the number of voting shares owned by him for as many persons
as there are directors to be elected and for whose election he has a right to
vote. Cumulative voting shall be prohibited.

         SECTION 3.7 PLACE OF MEETINGS. The directors of the Corporation may
hold their meetings, both regular and special, either within or without the
State of Nevada.

         SECTION 3.8 ANNUAL MEETINGS. The first meeting of each newly elected
Board shall be held without further notice immediately following the annual
meeting of stockholders, and at the same place, unless by unanimous consent of
the directors then elected and serving, such time or place shall be changed.

         SECTION 3.9 REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held every month on such day and at such time and place as
shall from time to time be determined by the Board of Directors.

         SECTION 3.10 SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board on one (1) day's notice to
each director, either personally or by mail or by telegram. Special meetings
may be called in like manner and on like notice on the written request of any
one of the directors. Except as may be otherwise expressly provided by statute,
the



                                       5

<PAGE>   10



Articles of Incorporation or these Bylaws, neither the business to be
transacted at, nor the purpose of, any special meeting need be specified in a
notice or waiver of notice.

         SECTION 3.11 QUORUM. At all meetings of the Board of Directors, the
presence of a majority of the directors shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the vote of a majority
of the directors present at any meeting at which a quorum is present shall be
the act of the Board of Directors, except as may be otherwise specifically
provided by statute, or the Articles of Incorporation or these Bylaws. If a
quorum shall not be present at any meeting 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 3.12 ACTION WITHOUT MEETING; TELEPHONE MEETINGS. Any action
required or permitted to be taken at a meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if, before or after the
action, a written consent thereto is signed by all the members of the Board of
Directors or of the committee. Such consent shall have the same force and
effect as a unanimous vote at a meeting. Subject to applicable notice
provisions and unless otherwise restricted by the Articles of Incorporation,
members of the Board of Directors, or any committee designated by the Board of
Directors, may participate in and hold a meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in such
meeting shall constitute presence in person at such meeting, except where a
person's participation is for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

         SECTION 3.13 COMPENSATION. Unless otherwise provided for by a
resolution adopted by the Board of Directors, directors, as such, shall not
receive any compensation for their services.

                                   ARTICLE 4
                                   COMMITTEES

         SECTION 4.1 DESIGNATION. The Board of Directors may, by resolution,
designate one or more committees.

         SECTION 4.2 NUMBER; QUALIFICATION; TERM. Each committee shall consist
of one or more directors appointed by resolution. The number of committee
members may be increased or decreased from time to time by resolution adopted
by the Board of Directors. Each committee member shall serve as such until the
earliest of (i) the expiration of his term as director, (ii) his death or
resignation as a committee member or as a director, or (iii) his removal as a
committee member or as a director.

         SECTION 4.3 AUTHORITY. Each committee, to the extent expressly
provided in the resolution of the Board of Directors establishing such
committee, shall have and may exercise all of the authority of the Board of
Directors in the management of the business and affairs of the Corporation
except to the extent expressly restricted by statute, the Articles of
Incorporation or these Bylaws.



                                       6


<PAGE>   11






         SECTION 4.4 COMMITTEE CHANGES; REMOVAL. The Board of Directors shall
have the power at any time to fill vacancies in, to change the membership of,
and to discharge any committee. The Board of Directors may remove any committee
member, at any time, with or without cause.

         SECTION 4.5 ALTERNATE MEMBERS OF COMMITTEES. The Board of Directors
may designate one or more directors as alternate members of any committee. Any
such alternate member may replace any absent or disqualified member at any
meeting of the committee.

         SECTION 4.6 REGULAR MEETINGS. Regular meetings of any committee may be
held without notice at such time and place as may be designated from time to
time by the committee and communicated to all members thereof.

         SECTION 4.7 SPECIAL MEETINGS. Special meetings of any committee may be
held whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee
member at least one (1) day before such special meeting. Neither the business
to be transacted at, nor the purpose of, any special meeting of any committee
need be specified in the notice or waiver of notice of any special meeting.

         SECTION 4.8 QUORUM; MAJORITY VOTE. At meetings of any committee, a
majority of the number of members designated by the Board of Directors shall
constitute a quorum for the transaction of business. If a quorum is not present
at a meeting of any committee, a majority of the members present may adjourn
the meeting from time to time, without notice other than an announcement at the
meeting, until a quorum is present. The act of a majority of the members
present at any meeting at which a quorum is in attendance shall be the act of a
committee, unless the act of a greater number is required by law, the Articles
of Incorporation or these Bylaws.

         SECTION 4.9 MINUTES. Each committee shall cause minutes of its
proceedings to be prepared and shall report the same to the Board of Directors
upon the request of the Board of Directors. The minutes of the proceedings of
each committee shall be delivered to the Secretary of the Corporation for
placement in the minute books of the Corporation.

         SECTION 4.10 COMPENSATION. Unless otherwise provided for by a
resolution adopted by the Board of Directors, committee members will not
receive any compensation for attending any committee meetings or a stated
salary.

         SECTION 4.11 RESPONSIBILITY. The designation of any committee and the
delegation of authority to it shall not operate to relieve the Board of
Directors or any director of any responsibility imposed upon it or such
director by law.




                                       7


<PAGE>   12


                                   ARTICLE 5
                                    NOTICES

         SECTION 5.1 METHOD. Whenever by statute, the Articles of
Incorporation, or these Bylaws, notice is required to be given to any committee
member, director, or stockholder and no provision is made as to how such notice
shall be given, personal notice shall not be required, and any such notice may
be given (a) in writing, by mail, postage prepaid, addressed to such committee
member, director, or stockholder at his address as it appears on the books or
(in the case of a stockholder) the stock transfer records of the Corporation,
or (b) by any other method permitted by law (including but not limited to
overnight courier service, telegram, telex, or telefax). Any notice required or
permitted to be given by mail shall be deemed to be given when deposited in the
United States mail as aforesaid. Any notice required or permitted to be given
by overnight courier service shall be deemed to be given at the time delivered
to such service with all charges prepaid and addressed as aforesaid. Any notice
required or permitted to be given by telegram, telex, or telefax shall be
deemed to be delivered and given at the time transmitted with all charges
prepaid and addressed as aforesaid.

         SECTION 5.2 WAIVER. Whenever any notice is required to be given to any
stockholder, director, or committee member of the Corporation by statute, the
Articles of Incorporation or these Bylaws, a written waiver thereof, signed by
the person or persons entitled to such notice, whether before or after the time
stated therein, shall be equivalent to notice. Attendance of a stockholder,
director, or committee member at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends for the express purpose of
objecting at the beginning of the meeting to the transaction of any business on
the ground that the meeting is not lawfully called or convened.

         SECTION 5.3 EXCEPTION TO NOTICE REQUIREMENT. The giving of any notice
required under any provision of the Nevada General Corporation Law, the
Articles of Incorporation or these Bylaws shall not be required to be given to
any stockholder to whom (i) notice of two consecutive annual meetings, and all
notices of meetings or of the taking of action by written consent without a
meeting to such stockholder during the period between such two consecutive
annual meetings, or (ii) all, and at least two, payments (if sent by first
class mail) of dividends or interest on securities during a twelve-month
period, have been mailed addressed to such person at his address as shown on
the records of the Corporation and have been returned undeliverable. If any
such stockholder shall deliver to the Corporation a written notice setting
forth his then current address, the requirement that notice be given to such
stockholder shall be reinstated.


                                   ARTICLE 6
                                    OFFICERS

         SECTION 6.1 OFFICERS. The officers of the Corporation shall be elected
by the directors and shall be a Chairman of the Board, Chief Executive Officer,
President, one or more Vice Presidents (who shall rank in such order and who
shall have such additional titles or designations, such as "Executive,"
"Senior," "First," or "Second," as may be determined from time to time by the



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<PAGE>   13


Board of Directors), a Secretary and a Treasurer. The Board of Directors may
also choose one or more Assistant Secretaries and Assistant Treasurers. Any two
or more offices may be held by the same person except that the President and
Secretary shall not be the same person.

         SECTION 6.2 ELECTION. The Board of Directors at its first meeting
after each annual meeting of stockholders shall elect the officers of the
Corporation, none of whom need be a member of the Board of Directors, a
stockholder or a resident of the State of Nevada. The Board of Directors may
appoint such other officers and agents as it shall deem necessary, who shall be
appointed for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the Board of Directors.

         SECTION 6.3 COMPENSATION. The compensation of all officers and agents
of the Corporation shall be fixed by the Board of Directors.

         SECTION 6.4 REMOVAL AND VACANCIES. Each officer of the Corporation
shall hold office until his successor is elected and qualified or until his
earlier resignation or removal. Any officer or agent elected or appointed by
the Board of Directors may be removed either for or without cause by a majority
of the directors represented at a meeting of the Board of Directors at which a
quorum is represented, whenever in the judgment of the Board of Directors the
best interests of the Corporation will be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. If the office of any officer becomes vacant for any reason, the
vacancy may be filled by the Board of Directors.

         SECTION 6.5 CHAIRMAN OF THE BOARD. The Board of Directors shall
designate one of their members as Chairman. The Chairman of the Board shall
have such powers and duties as may be designated by the Board of Directors.

         SECTION 6.6 CHIEF EXECUTIVE OFFICER. The Board of Directors shall
designate a Chief Executive Officer of the Corporation. Unless designated to
the Chairman of the Board or otherwise delegated by the Board of Directors, the
Chief Executive Officer shall preside at all meetings of the shareholders and
the Board of Directors, and shall have such other powers and duties as usually
pertain to such office or as may be delegated by the Board of Directors. Unless
the Board of Directors shall otherwise delegate such duties, the Chief
Executive Officer shall be ex-officio a member of all standing committees,
shall have general powers of oversight, supervision and management of the
business and affairs of the Corporation, and shall see that all orders and
resolutions of the Board of Directors are carried into effect. He 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 executing thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation.

         SECTION 6.7 PRESIDENT. The President shall have such powers and duties
as usually pertain to such office, except as the same may be modified by the
Board of Directors, and shall serve under the general direction of the Chief
Executive Officer, as the Chief Operations Officer of the



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Company. In the absence or disability of the Chief Executive Officer, the
President shall perform the duties and exercise the powers of the Chief
Executive Officer.

         SECTION 6.8 VICE PRESIDENTS. The Vice Presidents, in the order of
their seniority, unless otherwise determined by the Board of Directors or the
Chief Executive Officer, shall, in the absence or disability of the President,
perform the duties and exercise the powers of the President. They shall perform
such other duties and have such other powers as the Chief Executive Officer,
Chairman of the Board, President or Board of Directors shall prescribe.

         SECTION 6.9 SECRETARY. The Secretary shall attend all sessions of the
Board of Directors and all meetings of the stockholders and record all votes
and the minutes of all proceedings in a book to be kept for that purpose and
shall perform like duties for any committee when required. Except as otherwise
provided herein, the Secretary 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 Chief Executive
Officer, Chairman of the Board, President or Board of Directors, under whose
supervision he shall be. He shall keep in safe custody the seal of the
Corporation and, when authorized by the Board of Directors, affix the same to
any instrument requiring it, and, when so affixed, it shall be attested by his
signature or by the signature of the Treasurer or an Assistant Secretary.

         SECTION 6.10 ASSISTANT SECRETARIES. Each Assistant Secretary shall
have only such powers and perform only such duties as the Board of Directors
may from time to time prescribe.

         SECTION 6.11 TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements of 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. 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 directors, at the regular meetings of the Board of Directors, or
whenever they may require it, an account of all his transactions as Treasurer
and of the financial condition of the Corporation, and shall perform such other
duties as the Board of Directors may prescribe.

         SECTION 6.12 ASSISTANT TREASURERS. Each Assistant Treasurer shall have
only such powers and perform only such duties as the Board of Directors may
from time to time prescribe.

         SECTION 6.13 OTHER OFFICERS. The Board of Directors may appoint such
other officers and agents as it shall deem necessary, including without
limitation, a Chief Financial Officer, who shall be appointed for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

         SECTION 6.14 OFFICER'S BOND. If required by the Board of Directors,
any officer so required shall give the Corporation a bond (which shall be
renewed as the Board may require) in such sum and with such surety or sureties
as shall be satisfactory to the Board of Directors for the faithful



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<PAGE>   15





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 any and all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.

                                   ARTICLE 7
                        CERTIFICATES REPRESENTING SHARES

         SECTION 7.1 CERTIFICATES. Unless the Corporation has provided in its
articles of incorporation or in its bylaws for the issuance of uncertificated
shares of some or all of the shares of any or all of its classes or series of
stock, every stockholder is entitled to have a certificate, signed by officers
or agents designated by the Corporation for the purpose, certifying the number
of shares owned by the stockholder in the Corporation. Any or all of the
signatures on a certificate may be facsimile. However, if the Corporation uses
facsimile signatures of its officers and agents on its stock certificates, it
cannot act as registrar of its own stock, but its transfer agent and registrar
may be identical if the institution acting in those dual capacities countersigns
or otherwise authenticates any stock certificates in both capacities.

         SECTION 7.2 LEGENDS. The Board of Directors shall have the power and
authority to provide that certificates representing shares of stock shall bear
such legends, including, without limitation, such legends as the Board of
Directors deems appropriate to assure that the Corporation does not become
liable for violations of federal or state securities laws or other applicable
law.

         SECTION 7.3 LOST CERTIFICATES. The Corporation may issue a new
certificate representing shares in place of any certificate 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 to
be lost, stolen or destroyed. The Board of Directors, in its discretion and as
a condition precedent to the issuance thereof, may require the owner of such
lost, stolen or destroyed certificate, 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 form, in such sum, and with such surety or sureties
as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen
or destroyed.

         SECTION 7.4 TRANSFER OF SHARES. Shares of stock shall be transferable
only on the books of the Corporation by the holder thereof in person or by his
duly authorized attorney. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation or the transfer agent 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 7.5 REGISTERED STOCKHOLDERS. The Corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder in
fact thereof, and, accordingly, shall not be bound to recognize any equitable
or other claim or interest in such share or shares on the part



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of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by law.

                                   ARTICLE 8
                               GENERAL PROVISIONS

         SECTION 8.1 DIVIDENDS. The directors, subject to any restrictions
contained in the Articles of Incorporation, may declare dividends upon the
shares of the Corporation's capital stock. Dividends may be paid in cash, in
property, or in shares of the Corporation, subject to the provisions of the
Nevada General Corporation Law and the Articles of Incorporation.

         SECTION 8.2 RESERVES. By resolution of the Board of Directors, the
directors may set apart out of any of the funds of the Corporation such reserve
or reserves as the directors from time to time, in their discretion, think
proper to provide for contingencies, or to equalize dividends, or to repair or
maintain any property of the Corporation, or for such other purposes as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

         SECTION 8.3 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.

         SECTION 8.4 FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

         SECTION 8.5 SEAL. The corporate seal shall have inscribed thereon the
name of the Corporation. Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

         SECTION 8.6 INDEMNIFICATION. The Corporation shall indemnify its
directors and officers and may indemnify its employees and agents to the
fullest extent permitted by the Nevada General Corporation Law and the Articles
of Incorporation.

         SECTION 8.7 TRANSACTIONS WITH DIRECTORS AND OFFICERS. No contract or
other transaction between the Corporation and any other corporation and no
other act of the Corporation shall, in the absence of fraud, be invalidated or
in any way affected by the fact that any of the directors of the Corporation
are pecuniarily or otherwise interested in such contract, transaction or other
act, or are directors or officers of such other corporation. Any director of
the Corporation, individually, or any firm or corporation of which any such
director may be a member, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of the Corporation; provided,
however, that the fact that the director, individually, or the firm or
corporation is so interested shall be disclosed or shall have been known to the
Board of Directors or a majority of such members thereof as shall be present at
any annual meeting or at any special meeting, called for that purpose, of the
Board of Directors at which action upon any contract or transaction shall be
taken. Any



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director of the Corporation who is so interested may be counted in determining
the existence of a quorum at any such annual or special meeting of the Board of
Directors which authorizes such contract or transaction, and may vote thereat
to authorize such contract or transaction with like force and effect as if he
were not such director or officer of such other corporation or not so
interested. Every director of the Corporation is hereby relieved from any
disability which might otherwise prevent him from carrying out transactions
with or contracting with the Corporation for the benefit of himself or any
firm, corporation, trust or organization in which or with which he may be in
anywise interested or connected.

         SECTION 8.8 AMENDMENTS. These Bylaws may be altered, amended, or
repealed or new bylaws may be adopted by the stockholders or by the Board of
Directors at any regular meeting of the stockholders or the Board of Directors,
at any special meeting of the stockholders or the Board of Directors if notice
of such alteration, amendment, repeal, or adoption of new bylaws be contained
in the notice of such special meeting, or by written consent of the Board of
Directors or the stockholders without a meeting.

         SECTION 8.9 TABLE OF CONTENTS; HEADINGS. The Table of Contents and
headings used in these Bylaws have been inserted for convenience only and do
not constitute matters to be construed in interpretation.



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<PAGE>   18


                            CERTIFICATE BY SECRETARY

         The undersigned, being the secretary of the Corporation, hereby
certifies that the foregoing Bylaws were duly adopted by the Board of Directors
of the Corporation effective on October 5, 1999.


         IN WITNESS WHEREOF, I have signed this certification as of the ______
day of March, 2000.



                           /s/
                           ------------------------------
                           Katherine M. Howard, Secretary




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