<PAGE>

                                                       EXHIBIT 3(B)


                             Amended and Restated

                                  By-Laws of


                    MICROFLUIDICS INTERNATIONAL CORPORATION

               (Formerly BIOTECHNOLOGY DEVELOPMENT CORPORATION)

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

                            A Delaware Corporation



                                                       Dated:  February 11, 1997
<PAGE>

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                               Table of Contents

                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE I       MEETINGS OF STOCKHOLDERS.......................................1
     Section 1. Place of Meetings..............................................1
     Section 2. Annual Meeting.................................................1
     Section 3. Special Meetings...............................................1
     Section 4. Notice of Meetings.............................................1
     Section 5. Voting List....................................................2
     Section 6. Quorum.........................................................2
     Section 7. Adjournments...................................................2
     Section 8. Action at Meetings.............................................2
     Section 9. Voting and Proxies.............................................3
     Section 10.Action Without Meeting.........................................3

ARTICLE II      DIRECTORS......................................................3
     Section 1. Number, Election, Tenure and Qualification.....................3
     Section 2. Enlargement....................................................3
     Section 3. Vacancies......................................................4
     Section 4. Resignation and Removal........................................4
     Section 5. General Powers.................................................4
     Section 6. Chairman of the Board..........................................4
     Section 7. Place of Meetings..............................................4
     Section 8. Regular Meetings...............................................4
     Section 9. Special Meetings...............................................5
     Section 10.Quorum, Action at Meeting, Adjournments........................5
     Section 11.Action by Consent..............................................5
     Section 12.Telephonic Meetings............................................5
     Section 13.Committees.....................................................6
     Section 14.Compensation...................................................6

ARTICLE III     OFFICERS.......................................................7
     Section 1. Enumeration....................................................7
     Section 2. Election.......................................................7
     Section 3. Tenure.........................................................7
     Section 4. President......................................................7
     Section 5. Vice-Presidents................................................8
     Section 6. Secretary......................................................8
     Section 7. Assistant Secretaries..........................................8
     Section 8. Treasurer......................................................9
     Section 9. Assistant Treasurers...........................................9
     Section 10.Bond...........................................................9

ARTICLE IV      NOTICES.......................................................10
     Section 1. Delivery......................................................10
     Section 2. Waiver of Notice..............................................10
</TABLE>
<PAGE>

<TABLE>
<CAPTION>


<S>                                                                         <C>
ARTICLE V       INDEMNIFICATION...............................................10
     Section 1. Actions other than by or in the Right
                of the Corporation............................................10
     Section 2. Actions by or in the Right of the Corporation.................11
     Section 3. Success on the Merits.........................................11
     Section 4. Specific Authorization........................................11
     Section 5. Advance Payment...............................................12
     Section 6. Non-Exclusivity...............................................12
     Section 7. Insurance.....................................................12
     Section 8. Continuation of Indemnification
                and Advancement of Expenses...................................12
     Section 9. Severability..................................................12
     Section 10.Intent of Article.............................................13

ARTICLE VI      CAPITAL STOCK.................................................13
     Section 1. Certificates of Stock.........................................13
     Section 2. Lost Certificates.............................................13
     Section 3. Transfer of Stock.............................................14
     Section 4. Record Date...................................................14
     Section 5. Registered Stockholders.......................................14

ARTICLE VII     CERTAIN TRANSACTIONS..........................................15
     Section 1. Transactions with Interested Parties..........................15
     Section 2. Quorum........................................................15

ARTICLE VIII    GENERAL PROVISIONS............................................15
     Section 1. Dividends.....................................................15
     Section 2. Reserves......................................................16
     Section 3. Checks........................................................16
     Section 4. Fiscal Year...................................................16
     Section 5. Seal..........................................................16

ARTICLE IX      AMENDMENTS....................................................16

Addendum     Register of Amendments to the By-laws
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                                      ii
<PAGE>

                     BIOTECHNOLOGY DEVELOPMENT CORPORATION

                                   * * * * *

                                    BY-LAWS

                                   * * * * *



                                   ARTICLE I

                           MEETINGS OF STOCKHOLDERS


     Section 1. Place of Meetings. All meetings of the stockholders shall be
                -----------------
held at such place within or without the State of Delaware as may be fixed from
time to time by the board of directors or the chief executive officer, or if not
so designated, at the registered office of the corporation.

     Section 2. Annual Meeting. An annual meeting of the stockholders, for the
                --------------
election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held each year at such place, on such date, and at such time as the
Board of Directors shall fix.

     Section 3. Special Meetings. Special meetings of the stockholders, for any
                ----------------
purpose or purposes, may, unless otherwise prescribed by statute or by the
certificate of incorporation, be called by the board of directors or the chief
executive officer and shall be called by the chief executive officer or
secretary at the request in writing of a majority of the board of directors, or
at the request in writing of stockholders owning a majority in amount of the
                                                   --------
entire capital stock of the corporation issued and outstanding and entitled to
vote. Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at any special meeting shall be limited to matters relating
to the purpose or purposes stated in the notice of meeting.

     Section 4. Notice of Meetings. Except as otherwise provided by law, written
                ------------------
notice of each meeting of stockholders, annual or special, stating the place,
date and hour of the meeting and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be given not less than ten or
more than sixty days before the date of the meeting, to each stockholder
entitled to vote at such meeting.

     Section 5. Voting 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
<PAGE>

and the number of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least ten days
prior to the meeting, either at a place within the city or town where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

     Section 6.  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, the
certificate of incorporation or these by-laws.

     Section 7. Adjournments. Any meeting of stockholders may be adjourned from
                ------------
time to time to any other time and to any other place at which a meeting of
stockholders may be held under these by-laws, which time and place shall be
announced at the meeting, by a majority of the stockholders present in person or
represented by proxy at the meeting and entitled to vote, though less than a
quorum, or, if no stockholder is present or represented by proxy, by any officer
entitled to preside at or to act as secretary of such meeting, 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 original meeting. 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.

     Section 8. Action at Meetings. When a quorum is present at any meeting, the
                ------------------
vote of the holders of a majority of the stock present in person or represented
by proxy and entitled to vote on the question shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of law, the certificate of incorporation or these by-laws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.

     Section 9. Voting and Proxies. Unless otherwise provided in the certificate
                ------------------
of incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote for each share of capital stock having voting power held of
record by such stockholder. 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

                                     - 2 -
<PAGE>

voted or acted upon after three years from its date, unless the proxy provides
for a longer period.

     Section 10. Action Without Meeting. Any action required to be taken at any
                 ----------------------
annual or special meeting of stockholders, 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 II

                                   DIRECTORS

     Section 1. Number, Election, Tenure and Qualification. The number of
                ------------------------------------------
directors which shall constitute the whole board shall be not less than one.
Within such limit, the number of directors shall be determined by resolution of
the board of directors or by the stockholders at the annual meeting or at any
special meeting of stockholders. The directors shall be elected at the annual
meeting or at any special meeting of the stockholders, except as provided in
Section 3 of this Article, and each director elected shall hold office until his
successor is elected and qualified, unless sooner displaced. Directors need not
be stockholders.

     Section 2. Enlargement. The number of the board of directors may be
                -----------
increased at any time by vote of a majority of the directors then in office.

     Section 3. 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. In the
event of a vacancy in the board of directors, the remaining directors, except as
otherwise provided by law or these by-laws, may exercise the powers of the full
board until the vacancy is filled.

     Section 4. Resignation and Removal. Any director may resign at any time
                -----------------------
upon written notice to the corporation at its principal place of business or to
the chief executive officer or secretary. Such resignation shall be effective
upon receipt


                                     - 3 -
<PAGE>

unless it is specified to be effective at some other time or upon the happening
of some other event. Any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors, unless otherwise specified by law
or the certificate of incorporation.

     Section 5. General Powers. The business and affairs of the corporation
                --------------
shall be managed by its board of directors, which may exercise all 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.

     Section 6. Chairman of the Board. If the board of directors appoints a
                ---------------------
chairman of the board, he shall, when present, preside at all meetings of the
stockholders and the board of directors. He shall perform such duties and
possess such powers as are customarily vested in the office of the chairman of
the board or as may be vested in him by the board of directors.

     Section 7. Place of Meetings. The board of directors may hold meetings,
                -----------------
both regular and special, either within or without the State of Delaware.

     Section 8. 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; provided that any director who is absent when such a
determination is made shall be given prompt notice of such determination. A
regular meeting of the board of directors may be held without notice immediately
after and at the same place as the annual meeting of stockholders.

     Section 9. Special Meetings. Special meetings of the board may be called by
                ----------------
the chief executive officer, secretary, or on the written request of two or more
directors, or by one director in the event that there is only one director in
office. Two days' notice to each director, either personally or by telegram,
cable, telecopy, commercial delivery service, telex or similar means sent to his
business or home address, or three days' notice by written notice deposited in
the mail, shall be given to each director by the secretary or by the officer or
one of the directors calling the meeting. A notice or waiver of notice of a
meeting of the board of directors need not specify the purposes of the meeting.

     Section 10. Quorum, Action at Meeting, Adjournments. At all meetings of the
                 ---------------------------------------
board a majority of directors then in office, but in no event less than one
third of the entire board, 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,


                                     - 4 -
<PAGE>

except as may be otherwise specifically provided by law or by the certificate of
incorporation. For purposes of this section, the term "entire board" shall mean
the number of directors last fixed by the stockholders or directors, as the case
may be, in accordance with law and these by-laws; provided, however, that if
less than all the number so fixed of directors were elected, the "entire board"
shall mean the greatest number of directors so elected to hold office at any one
time pursuant to such authorization. If a quorum shall not be present at any
meeting of the board of directors, a majority of 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 11. Action by Consent. 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.

     Section 12. Telephonic Meetings. Unless otherwise restricted by the
                 -------------------
certificate of incorporation or these by-laws, members of the board of directors
or of any committee thereof may participate in a meeting of the board of
directors or of any committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

     Section 13. Committees. The board of directors may, by resolution passed by
                 ----------
a majority of the whole board, designate one or more committees, each committee
to consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. 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 designating such committee or the certificate of
incorporation expressly so provide, no such committee shall have the power or


                                     - 5 -
<PAGE>

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. Each committee
shall keep regular minutes of its meetings and make such reports to the board of
directors as the board of directors may request. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the directors or in such
rules, its business shall be conducted as nearly as possible in the same manner
as is provided in these by-laws for the conduct of its business by the board of
directors.

     Section 14. Compensation. Unless otherwise restricted by the certificate of
                 ------------
incorporation or these by-laws, the board of directors shall have the authority
to fix from time to time the compensation of directors. The directors may be
paid their expenses, if any, of attendance at each meeting of the board of
directors and the performance of their responsibilities as directors and may be
paid a fixed sum for attendance at each meeting of the board of directors and/or
a stated salary as director. No such payment shall preclude any director from
serving the corporation or its parent or subsidiary corporations in any other
capacity and receiving compensation therefor. The board of directors may also
allow compensation for members of special or standing committees for service on
such committees.


                                  ARTICLE III

                                   OFFICERS

     Section 1. Enumeration. The officers of the corporation shall be chosen by
                -----------
the board of directors and shall be a president, a secretary and a treasurer and
such other officers with such titles, terms of office and duties as the board of
directors may from time to time determine, including a chairman of the board,
one or more vice-presidents, and one or more assistant secretaries and assistant
treasurers. If authorized by resolution of the board of directors, the chief
executive officer may be empowered to appoint from time to time 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.

     Section 2. Election. The board of directors at its first meeting after each
                --------
annual meeting of stockholders shall choose a president, a secretary and a
treasurer. Other officers may be appointed by the board of directors at such
meeting, at any other meeting, or by written consent.

     Section 3. Tenure. The officers of the corporation shall hold office until
                ------
their successors are chosen and qualify, unless a different term is specified in
the vote choosing or appointing


                                    - 6 -
<PAGE>

him, or until his earlier death, resignation or removal. Any officer elected or
appointed by the board of directors or by the chief executive officer may be
removed at any time by the affirmative vote of a majority of the board of
directors or a committee duly authorized to do so, except that any officer
appointed by the chief executive officer may also be removed at any time by the
chief executive officer. Any vacancy occurring in any office of the corporation
may be filled by the board of directors, at its discretion. Any officer may
resign by delivering his written resignation to the corporation at its principal
place of business or to the chief executive officer or the secretary. Such
resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.

     Section 4. President. The president shall be the chief operating officer of
                ---------
the corporation. He shall also be the chief executive officer unless the board
of directors otherwise provides. The president shall, unless the board of
directors provides otherwise in a specific instance or generally, preside at all
meetings of the stockholders and the board of directors, have general and active
management of the business of the corporation and see that all orders and
resolutions of the board of directors are carried into effect. The president
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.

     Section 5. Vice-Presidents. In the absence of the president or in the event
                ---------------
of his inability or refusal to act, the vice-president, or if there be more than
one vice-president, the vice-presidents in the order designated by the board of
directors or the chief executive officer (or in the absence of any designation,
then in the order determined by their tenure in office) shall perform the duties
of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. The vice-presidents shall
perform such other duties and have such other powers as the board of directors
or the chief executive officer may from time to time prescribe.

     Section 6. Secretary. The secretary shall have such powers and perform such
                ---------
duties as are incident to the office of secretary. He shall maintain a stock
ledger and prepare lists of stockholders and their addresses as required and
shall be the custodian of corporate records. 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


                                     - 7 -
<PAGE>

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 from time to
time prescribed by the board of directors or chief executive officer, 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.

     Section 7. Assistant Secretaries. The assistant secretary, or if there be
                ---------------------
more than one, the assistant secretaries in the order determined by the board of
directors, the chief executive officer or the secretary (or if there be no such
determination, then in the order determined by their tenure in office), 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,
the chief executive officer or the secretary may from time to time prescribe. In
the absence of the secretary or any assistant secretary at any meeting of
stockholders or directors, the person presiding at the meeting shall designate a
temporary or acting secretary to keep a record of the meeting.

     Section 8.  Treasurer.    The treasurer shall perform such
                 ----------
duties and shall have such powers as may be assigned to him by the board of
directors or the chief executive officer.  In addition, the treasurer shall
perform such duties and have such powers as are incident to the office of
treasurer.  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 moneys
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 chief executive officer and the board of directors, when the chief executive
officer or board of directors so requires, an account of all his transactions as
treasurer and of the financial condition of the corporation.

     Section 9.  Assistant Treasurers. The assistant
                 ---------------------
treasurer, or if there shall be more than one, the assistant treasurers in the
order determined by the board of directors, the chief executive officer or the
treasurer (or if there be no such determination, then in the order determined by
their tenure in office), 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 perform such other duties and have such other powers
as the board of directors, the


                                     - 8 -
<PAGE>

chief executive officer or the treasurer may from time to time prescribe.

     Section 10. Bond.      If required by the board of directors, any
                 -----
officer shall give the corporation a bond in such sum and with such surety or
sureties and upon such terms and conditions as shall be satisfactory to the
board of directors, including without limitation a bond for the faithful
performance of the duties of his office and for the restoration to the
corporation of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control and belonging to the corporation.


                                  ARTICLE IV

                                    NOTICES

     Section 1.  Delivery.     Whenever, under the provisions of
                 ---------
law, or of the certificate of incorporation or these by-laws, written notice is
required to be given to any director or stockholder, such notice may be given 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.  Unless written notice by mail is required by law, written
notice may also be given by telegram, cable, telecopy, commercial delivery
service, telex or similar means, addressed to such director or stockholder at
his address as it appears on the records of the corporation, in which case such
notice shall be deemed to be given when delivered into the control of the
persons charged with effecting such transmission, the transmission charge to be
paid by the corporation or the person sending such notice and not by the
addressee.  Oral notice or other in-hand delivery (in person or by telephone)
shall be deemed given at the time it is actually given.

     Section 2.  Waiver of Notice.   Whenever any notice is
                 -----------------
required to be given under the provisions of law 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.


                                   ARTICLE V

                                INDEMNIFICATION

     Section 1.  Actions other than 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, suit or
proceeding,


                                     - 9 -
<PAGE>

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 proceedings, 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.

     Section 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 unless and only to the
extent that the Court of Chancery of the State of Delaware 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 of the State of Delaware or such other court shall
deem proper.

     Section 3.  Success on the Merits.  To the extent that any person described
                 ---------------------
in Section 1 or 2 of this Article V has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in said
Sections, 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.

                                    - 10 -
<PAGE>

     Section 4.  Specific Authorization.  Any indemnification under Section 1 or
                 ----------------------
2 of this Article V (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of any person described in said Sections is proper in the
circumstances because he has met the applicable standard of conduct set forth in
said Sections.  Such determination shall be made (1) 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 of
the corporation.

     Section 5.  Advance Payment.  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 upon receipt of an
undertaking by or on behalf of any person described in said Section to repay
such amount if it shall ultimately be determined that he is not entitled to
indemnification by the corporation as authorized in this Article V.

     Section 6.  Non-Exclusivity.  The indemnification and advancement of
                 ---------------
expenses provided by, or granted pursuant to, the other Sections of this Article
V shall not be deemed exclusive of any other rights to which those provided
indemnification or advancement of expenses may be entitled under 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.

     Section 7.  Insurance.  The board of directors may authorize, by a vote of
                 ---------
the majority of the full board, the corporation to 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 V.

     Section 8.  Continuation of Indemnification and Advancement of Expenses.
                 -----------------------------------------------------------
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article V 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.

     Section 9.  Severability.  If any word, clause or provision of this
                 ------------
Article V or any award made hereunder shall for any


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<PAGE>

reason be determined to be invalid, the provisions hereof shall not otherwise be
affected thereby but shall remain in full force and effect.

     Section 10. Intent of Article.  The intent of this Article V is to provide
                 -----------------
for indemnification and advancement of expenses to the fullest extent permitted
by Section 145 of the General Corporation Law of Delaware.  To the extent that
such Section or any successor section may be amended or supplemented from time
to time, this Article V shall be amended automatically and construed so as to
permit indemnification and advancement of expenses to the fullest extent from
time to time permitted by law.


                                  ARTICLE VI

                                 CAPITAL STOCK

     Section 1.  Certificates 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.
Any or all of the signatures on the certificate may be a 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.  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.

     Section 2.  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.  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 give reasonable evidence of such loss, theft or destruction,
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 be made against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed or the issuance of such new certificate.

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<PAGE>

     Section 3.  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,
assignment or authority to transfer, and proper evidence of compliance with
other conditions to rightful transfer, it shall be the duty of the corporation
to issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

     Section 4.  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 days nor less then
ten days before the date of such meeting, nor more than sixty days prior to any
other action to which such record date relates.  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.  If no record
date is fixed, the record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business on
the day before the day on which notice is given, or, if notice is waived, at the
close of business on the day before the day on which the meeting is held.  The
record date for determining stockholders entitled to express consent to
corporate action in writing without a meeting, when no prior action by the board
of directors is necessary, shall be the day on which the first written consent
is expressed.  The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating to such purpose.

     Section 5.  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.


                                    - 13 -
<PAGE>

                                  ARTICLE VII

                             CERTAIN TRANSACTIONS

     Section 1.  Transactions with Interested Parties.
                 -------------------------------------
No contract or transaction between the corporation and one
or more of its directors or officers, or between the corporation and any other
corporation, partnership, association, or other organization in which one or
more of its directors or officers are directors or officers, or have a financial
interest, shall be void or voidable solely for this reason, or solely because
the director or officer is present at or participates in the meeting of the
board or committee thereof which authorizes the contract or transaction or
solely because his or their votes are counted for such purpose, if:

          (a) The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the board of
     directors or the committee, and the board or committee in good faith
     authorizes the contract or transaction by the affirmative votes of a
     majority of the disinterested directors, even though the disinterested
     directors be less than a quorum; or

          (b) The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the stockholders
     entitled to vote thereon, and the contract or transaction is specifically
     approved in good faith by vote of the stockholders; or

          (c) The contract or transaction is fair as to the corporation as of
     the time it is authorized, approved or ratified, by the board of directors,
     a committee thereof, or the stockholders.

     Section 2.  Quorum.       Common or interested directors may be
                 -------
counted in determining the presence of a quorum at a meeting of the board of
directors or of a committee which authorizes the contract or transaction.


                                ARTICLE VIII

                              GENERAL PROVISIONS

     Section 1.  Dividends.     Dividends upon the capital stock of
                 ----------
the corporation, if any, may be declared by the board of directors at any
regular or special meeting or by written consent, 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.

                                    - 14 -
<PAGE>

     Section 2.  Reserves.     The directors may set apart out of
                 ---------
any funds of the corporation available for dividends a reserve or reserves for
any proper purpose and may abolish any such reserve.

     Section 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 4.  Fiscal Year.    The fiscal year of the
                 ------------
corporation shall be fixed by resolution of the board of directors.

     Section 5.  Seal.      The board of directors may, by resolution,
                 -----
adopt a corporate seal.  The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the word "Delaware".
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.  The seal may be altered from time to time
by the board of directors.


                                  ARTICLE IX

                                  AMENDMENTS

     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, when such power is
conferred upon the board of directors by the certificate of incorporation, at
any regular meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors provided,
however, that in the case of a regular or special meeting of stockholders,
notice of such alteration, amendment, repeal or adoption of new by-laws be
contained in the notice of such meeting.

                     Register of Amendments to the By-laws

              Date                      Section Affected
              ----                      ----------------

              3/16/87                     Article V

              2/11/97                  Article I, Section 2



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