<PAGE>   1
                                                                    EXHIBIT 3.2




 ______________________________________________________________________________

                                     BYLAWS

                                       OF

                          UROQUEST MEDICAL CORPORATION

 ______________________________________________________________________________



                                   ARTICLE I.

                               Offices and Agent

   1.  Principal Office.  The principal office of the Corporation may be
located within or without the State of Delaware, as designated by the board of
directors.  The Corporation may have other offices and places of business at
such places within or without the State of Delaware as shall be determined by
the directors.

   2.  Registered Office and Agent.  The Corporation shall have and maintain at
all times (a) a registered office in the State of Delaware, which office shall
initially be located at 1013 Centre Road, Wilmington, Delaware 19805, and (b) a
registered agent located at such address whose name is Corporation Service
Company, until changed from time to time as provided by the General Corporation
Law of the State of Delaware ("Delaware Corporation Law").


                                  ARTICLE II.

                             Stockholders Meetings

   1.  Annual Meetings.  The annual meeting of stockholders for the election of
directors and for the transaction of such other business as may properly be
brought before the meeting shall be held on such date and at such time as
determined by resolution of the board of directors.  If, at the place of the
meeting, this date shall fall upon a legal holiday, then such meeting shall be
held on the next succeeding business day at the same hour.  If no annual
meeting is held in accordance with the foregoing provisions, the board of
directors shall cause the meeting to be held as soon thereafter as convenient.
If no annual meeting is held in accordance with the foregoing provisions, a
special meeting may be held in lieu of the annual
<PAGE>   2

meeting, and any action taken at that special meeting shall have the same effect
as if it had been taken at the annual meeting, and in such case all references
in these Bylaws to the annual meeting of stockholders shall be deemed to refer
to such special meeting.

   2.  Special Meetings.  Special meetings of the stockholders of the
Corporation may be called for any purpose at any time by the president, shall
be called by the secretary if directed by the board of directors and shall be
called by the president upon the written request of holders of shares entitled
to cast not less than ten percent of the votes entitled to notice of and to
vote at such special meeting.  Such written request shall specify the purpose
or purposes of, and a proposed date for, the meeting and shall be delivered to
the president.  Upon receipt of such written request, the president shall fix a
date and time for such meeting, which such date shall be within thirty business
days of the proposed date specified in the written request.

   3.  Place of Meetings.  All meetings of stockholders of the Corporation
shall be held within or without the State of Delaware as may be designated by
the board of directors or the president, or, if not designated, at the
registered office of the Corporation.

   4.  Notice of Meeting.  Except as otherwise provided in these Bylaws or the
Delaware Corporation Law, written notice of any meeting of stockholders stating
the place, date and hour of the meeting and, in the case of a special meeting,
the purpose for which the meeting is called, shall be delivered either
personally or by mail to each stockholder of record entitled to vote at such
meeting not less than ten (10) nor more than sixty (60) days before the date of
the meeting, by or at the direction of the board of directors, the president or
the secretary.  If mailed, such notice shall be deemed to be delivered as to
any stockholder of record when deposited in the United States mail addressed to
the stockholder at his address as it appears on the stock transfer books of the
Corporation, with postage prepaid.  When a meeting is adjourned to another time
or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken.
At the adjourned meeting the Corporation may transact any business which might
have been transacted at the original meeting.  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 meeting.

   5.  Waiver of Notice.  Any stockholder, either before or after any
stockholders' meeting, may waive in writing notice of the meeting, and his
waiver shall be deemed the equivalent of giving notice.  Attendance at a
meeting by a stockholder shall constitute a waiver of notice, except when the
stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.

   6.  Fixing of Record Date.  For the purpose of determining 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

                                       2
<PAGE>   3
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
of the Corporation may fix, in advance, a record date which shall be not more
than sixty (60) days nor less than ten (10) days prior to the date of such
meeting, nor more than sixty (60) days prior to any other action.  If no record
date is fixed, the record date for determining the stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held.  The record date for determining the 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 thereto.  A
determination of stockholders of record entitled to notice of or 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.

   7.  Stockholders List.  The officer who has charge of the stock ledger of
the Corporation shall prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote
at the meeting, arranged in alphabetical order and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, at a place within the
city 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.

   8.  Proxies.  A 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.  No proxy
shall be voted or acted upon after three (3) years from its date, unless the
proxy provides for a longer period.

   9.  Voting Rights.  Each stockholder shall have one vote for each share of
stock entitled to vote held of record by such stockholder and a proportionate
vote for each fractional share so held, unless otherwise provided in the
Certificate of Incorporation.

   Persons holding stock in a fiduciary capacity shall be entitled to vote the
shares so held.  Persons whose stock is pledged shall be entitled to vote,
unless in the transfer by the pledgor on the books of the Corporation he has
expressly empowered the pledgee to vote thereon, in which case only the
pledgee, or his proxy, may represent such stock and vote thereon.

   If shares having voting power stand of record in the names of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common,


                                       3
<PAGE>   4

tenants by the entirety, or otherwise, or if two or more persons have the same
fiduciary relationship respecting the same shares, unless the secretary of the
Corporation is given written notice to the contrary and is furnished with a copy
of the instrument or order appointing them or creating the relationship wherein
it is so provided, their acts with respect to voting shall have the following
effect:  (i) if only one votes, his act binds all; (ii) if more than one vote,
the act of the majority so voting binds all; and (iii) if more than one vote,
but the vote is evenly split on any particular matter, each fraction may vote
the securities in question proportionately, or any person voting the shares or a
beneficiary, if any, may apply to the Court of Chancery or any court of
competent jurisdiction in the State of Delaware to appoint an additional person
to act with the persons so voting the shares.  The shares shall then be voted as
determined by a majority of such persons and the person appointed by the Court.
If a tenancy is held in unequal interests, a majority or even-split for the
purpose of this subsection shall be a majority or even-split in interest.

   10.   Quorum and Required Vote.  Except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws, the holders of a majority of the
shares entitled to vote at the meeting, present in person or by proxy, shall
constitute a quorum for the transaction of business.  If a quorum is present,
the affirmative vote of a majority of the shares present or represented by
proxy at the meeting and entitled to vote on the subject matter shall be the
act of the stockholders, and, if there are two or more classes of stock
entitled to vote as separate classes, then, in the case of each such class, the
affirmative vote of a majority of the shares of that class present or
represented by proxy at the meeting shall be the vote of such class unless a
different vote is required by an express provision of law, the Certificate of
Incorporation or these Bylaws.

   11.   Informal Action By Stockholders.  Except as otherwise provided in the
Certificate of Incorporation, any action required by the provisions of Delaware
Corporation Law to be taken or any action which may be taken at a stockholders'
meeting 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 shares 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 consent, if permissible hereunder, shall be given to those
stockholders who have not consented in writing.  Any action taken pursuant to
such written consent of the stockholders shall have the same force and effect
as if taken by the stockholders at a meeting thereof.

                                       4


<PAGE>   5
                                  ARTICLE III.

                               Board of Directors

   1.  Number, Qualifications and Term of Office.  Except as otherwise provided
in the Certificate of Incorporation or the Delaware Corporation Law, the
business and affairs of the Corporation shall be managed by or under the
direction of a board of directors consisting of one or more members.  Directors
need not be stockholders of the Corporation.  The board of directors, by
resolution, may increase or decrease the number of directors from time to time.
Except as otherwise provided in these Bylaws, each director shall be elected at
each annual meeting of stockholders and shall hold such office until the next
annual meeting of stockholders and until his successor shall be elected and
shall qualify.  No decrease in the number of directors shall have the effect of
shortening the term of any incumbent director.

   2.  Vacancies.  Unless and until filled by the stockholders of the
Corporation, any vacancy in the board of directors, however occurring,
including a vacancy resulting from an enlargement of the board, may be filled
by vote of a majority of the directors then in office, although less than a
quorum, or by a sole remaining director.  A director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office, and a
director chosen to fill a position resulting from an increase in the number of
directors shall hold office until the next annual meeting of stockholders and
until his successor is elected and qualified, or until his earlier death,
resignation or removal.

   3.  Resignation.  Any director may resign by delivering his written
resignation to the Corporation at its principal office addressed to the
president or 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.

   4.  Removal.  Except as otherwise provided in the Certificate of
Incorporation or the Delaware Corporation Law, 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.

   5.  Compensation.  Directors may be paid such compensation for their
services and such reimbursements for expenses of attendance at meetings as the
Board of Directors may from time to time determine.  No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

                                       5


<PAGE>   6
                                  ARTICLE IV.

                             Meetings of the Board

   1.  Place of Meetings.  The regular or special meetings of the board of
directors or any committee designated by the board shall be held at the
principal office of the Corporation or at any other place within or without the
State of Delaware that a majority of the board of directors or any such
committee, as the case may be, may designate from time to time by resolution.

   2.  Regular Meetings.  The board of directors shall meet each year
immediately after and at the same place as the annual meeting of the
stockholders for the purpose of electing officers and transacting such other
business as may come before the meeting.  The board of directors or any
committee designated by the board may provide, by resolution, for the holding
of additional regular meetings within or without the State of Delaware without
notice of the time and place of such meeting other than such resolution;
provided that any director who is absent when such resolution is made shall be
given notice of said resolution.

   3.  Special Meetings.  Special meetings of the board of directors or any
committee designated by the board may be held at any time and place, within or
without the State of Delaware, designated in a call by the chairman of the
board, if any, by the president or by a majority of the members of the board of
directors or any such committee, as the case may be.

   4.  Notice of Special Meetings.  Except as otherwise provided by these
Bylaws or the laws of the State of Delaware, written notice of each special
meeting of the board of directors or any committee thereof setting forth the
time and place of the meeting shall be given to each director by the secretary
or by the officer or director calling the meeting not less than twenty four
(24) hours prior to the time fixed for the meeting.  Notice of special meetings
may be either given personally, personally by telephone, or by sending a copy
of the notice through the United States mail or by telegram, telex or telecopy,
charges prepaid, to the address of each director appearing on the books of the
Corporation.  If such notice be given by mail or telegram, such notice shall be
deemed to be delivered when received by the recipient.  Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
board of directors need be specified in the notice or waiver of notice of such
meeting.

   5.  Waiver of Notice.  A director may waive, in writing, notice of any
special meeting of the board of directors or any committee thereof, either
before, at, or after the meeting; and his waiver shall be deemed the equivalent
of giving notice.  By attending or participating in a regular or special
meeting, a director waives any required notice of such meeting unless the
director, at the beginning of the meeting, objects to the holding of the
meeting or the transacting of business at the meeting.

                                       6


<PAGE>   7
   6.  Quorum and Action at Meeting.  At meetings of the board of directors or
any committee designated by the board, a majority of the total number of
directors, or a majority of the members of any such committee, as the case may
be, shall constitute a quorum for the transaction of business.  In the event
one or more of the directors shall be disqualified to vote at any meeting, then
the required quorum shall be reduced by one for each such director so
disqualified; provided, however, that in no case shall less than one-third
(1/3) of the number so fixed constitute a quorum.  If a quorum is present, the
act of the majority of directors in attendance shall be the act of the board of
directors or any committee thereof, as the case may be, unless the act of a
greater number is required by these Bylaws, the Certificate of Incorporation or
Delaware Corporation Law.  If a quorum shall not be present at any meeting of
the board of directors, the directors present thereat may adjourn that meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

   7.  Presumption of Assent.  A director who is present at a meeting of the
board or a committee thereof when action is taken is deemed to have assented to
the action taken unless: (I) he objects at the beginning of such meeting to the
holding of the meeting or the transacting of business at the meeting; (ii) he
contemporaneously requests that his dissent from the action taken be entered in
the minutes of such meeting; or (iii) he gives written notice of his dissent to
the presiding officer of such meeting before its adjournment or to the
secretary of the corporation immediately after adjournment of such meeting.
The right of dissent as to a specific action taken at a meeting of a board or a
committee thereof is not available to a director who votes in favor of such
action.

   8.  Committees.  The board of directors may, by a resolution passed by a
majority of the whole board of directors designate one or more committees, each
committee to consist of one or more of the directors of the Corporation.  The
board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee.  In the absence or disqualification of a member of a committee,
the member or members of the committee present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of the absent or disqualified member.  Any such committee,
to the extent provided in the resolution of the board of directors and subject
to the provisions of Delaware Corporation Law, 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 such papers which may require it.  Each such
committee shall keep minutes and make such reports as the board of directors
may from time to time 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
Bylaws for the board of directors.

   9.  Informal Action by Directors.  Except as otherwise provided in the
Certificate of Incorporation, any action required or permitted by the Delaware
Corporation

                                       7
<PAGE>   8
Law to be taken at any meeting of the board of directors or any
committee thereof may be taken without a meeting if all members of the board or
committee, as the case may be, consent to the action in writing, and the
written consents are filed with the minutes of proceedings of the board or
committee.

   10.   Telephonic Meetings.  Directors or any members of any committee
designated by the board may participate in a meeting of the board or committee
by means of a conference telephone or similar communications equipment by which
all persons participating in the meeting can hear each other at the same time.
Such participation shall constitute presence in person at the meeting.


                                   ARTICLE V.

                              Officers and Agents

   1.  Enumeration, Election and Term.  The officers of the Corporation shall
consist of a president, a secretary, a treasurer and such other officers with
such other titles as may be deemed necessary or desirable by the board of
directors, including one or more vice presidents, assistant treasurers and
assistant secretaries and a chairman of the board.  Any number of offices may
be held by the same person and no officer need be a stockholder or a resident
of the State of Delaware.  Except as otherwise provided by law, the Certificate
of Incorporation or these Bylaws, each officer shall hold office until his
successor is elected and qualified or until his earlier death, resignation or
removal.  The officers of the Corporation shall be elected annually by the
board of directors at the first meeting of the board held after each annual
meeting of the stockholders.

   2.  General Duties.  All officers and agents of the Corporation, as between
themselves and the Corporation, shall have such authority and shall perform
such duties in the management of the Corporation as may be provided in these
Bylaws or as may be determined by resolution of the board of directors not
inconsistent with these Bylaws.  In all cases where the duties of any officer,
agent or employee are not prescribed by the Bylaws or by the board of
directors, such officer, agent or employee shall follow the orders and
instructions of the president.

   3.  Vacancies.  The board of directors may fill any vacancy occurring in any
office for any reason and may, in its discretion, leave any vacancy unfilled
for such period as it may determine other than a vacancy in the office of
president or secretary.   The officer so selected shall hold office until his
successor is elected and qualified or until his earlier death, resignation or
removal.

   4.  Compensation.  The board of directors from time to time shall fix the
compensation of the officers of the Corporation.  The compensation of other
agents and employees of the Corporation may be fixed by the board of directors,
or by any committee

                                       8
<PAGE>   9
designated by the board or by an officer to whom that function has been
delegated by the board.

   5.  Resignation and Removal.  Any officer may resign by delivering his
written resignation to the Corporation at its principal office addressed to the
president or 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.  Any officer or agent of the Corporation may be removed,
with or without cause, by a vote of the majority of the members of the board of
directors whenever in its judgment the best interests of the Corporation may be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.  Election or appointment of an
officer or an agent shall not of itself create contract rights.

   6.  Chairman of the Board.  The chairman of the board, if any, shall preside
as chairman at meetings of the stockholders and the board of directors.  He
shall, in addition, have such other duties as the board may prescribe that he
perform.  At the request of the president, the chairman of the board may, in
the case of the president's absence or inability to act, temporarily act in his
place.  In the case of death of the president or in the case of his absence or
inability to act without having designated the chairman of the board to act
temporarily in his place, the chairman of the board shall perform the duties of
the president, unless the board of directors, by resolution, provides
otherwise.  If the chairman of the board shall be unable to act in place of the
president, the vice presidents may exercise such powers and perform such duties
as provided in Section 8 below.

   7.  President.  The president shall be the chief executive officer of the
Corporation and shall have general supervision of the business of the
Corporation.  In the event the position of chairman of the board shall not be
occupied or the chairman shall be absent or otherwise unable to act, the
president shall preside at meetings of the stockholders and directors and shall
discharge the duties of the presiding officer.  At each annual meeting of the
stockholders, the president shall give a report of the business of the
Corporation for the preceding fiscal year and shall perform whatever other
duties the board of directors may from time to time prescribe.

   8.  Vice Presidents.  Each vice president shall have such powers and perform
such duties as the board of directors may from to time prescribe or as the
president may from time to time delegate to him.  At the request of the
president, in the case of the president's absence or inability to act, any vice
president may temporarily act in his place.  In the case of the death of the
president, or in the case of his absence or inability to act without having
designated a vice president or vice presidents to act temporarily in his place,
the board of directors, by resolution, may designate a vice president or vice
presidents to perform the duties of the president.  If no such designation shall
be made, the chairman of the board of directors, if any, shall exercise such
powers and perform such duties, as provided in Section 7 above, but if the
Corporation has no chairman of the board of directors, or if the chairman is
unable to act in place of the president, all of the vice presidents may exercise
such powers and perform such duties.

                                       9

<PAGE>   10
   9.  Secretary.  The secretary shall keep or cause to be kept in books
provided for that purpose, the minutes of the meetings of the stockholders,
executive committee, if any, and any other committees, and of the board of
directors; shall see that all notices are duly given in accordance with the
provisions of these Bylaws and as required by law; shall be custodian of the
records and of the seal of the Corporation and see that the seal is affixed to
all documents, the execution of which on behalf of the Corporation under its
seal is duly authorized and in accordance with the provisions of these Bylaws;
and, in general, shall perform all duties incident to the office of secretary
and such other duties as may, from time to time, be assigned to him by the
board of directors or by the president.  In the absence of the secretary or his
inability to act, the assistant secretaries, if any, shall act with the same
powers and shall be subject to the same restrictions as are applicable to the
secretary.

   10.   Treasurer.  The treasurer shall have custody of corporate funds and
securities.  He shall keep full and accurate accounts of receipts and
disbursements and shall deposit all corporate monies and other valuable effects
in the name and to the credit of the Corporation in the depository or
depositories of the Corporation, and shall render an account of his
transactions as treasurer and of the financial condition of the Corporation to
the president and/or the board of directors upon request.  Such power given to
the treasurer to deposit and disburse funds shall not, however, preclude any
other officer or employee of the Corporation from also depositing and
disbursing funds when authorized to do so by the board of directors.  The
treasurer shall, if required by the board of directors, give the Corporation a
bond in such amount and with such surety or sureties as may be ordered by the
board of directors for the faithful performance of the duties of his office.
The treasurer shall have such other powers and perform such other duties as may
be from time to time prescribed by the board of directors or the president.  In
the absence of the treasurer or his inability to act, the assistant treasurers,
if any, shall act with the same authority and shall be subject to the same
restrictions as are applicable to the treasurer.

   11.   Delegation of Duties.  Whenever an officer is absent, or whenever, for
any reason, the board of directors may deem it desirable, the board may
delegate the powers and duties of an officer to any other officer or officers
or to any director or directors.

                                       10


<PAGE>   11
                                  ARTICLE VI.

               Indemnification of Officers, Directors and Others

   1.  Indemnification:  Third Party Actions.  The Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he or she 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 or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interest of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her 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 or she reasonably believed to be in or not
opposed to the best interest of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.

   2.  Indemnification:  Derivative Actions.  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 or
she 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 or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she 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 to the Corporation unless and only to the extent that 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 shall deem proper.

   3.  Mandatory Indemnification.  To the extent that a director or officer,
employee or agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Sections1
and 2 of this Article VI or in defense of any claim, issue or matter therein,
he or she shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection therewith.

                                       11

<PAGE>   12
   4.  Advance Payment of Expenses.  Expenses (including attorneys' fees)
incurred in defending a civil, criminal, administrative or investigative
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 the director or officer to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation as authorized in this Article VI.  Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of directors deems
appropriate.

   5.  Non-exclusive.  The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this Article VI shall not
be deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding
such office, and shall continue, unless otherwise provided when authorized or
ratified, 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.

   6.  Insurance.  The corporation shall have power 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 or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liability under the
provisions of this Article VI.

   7.  Definitions.  For purposes of this Article VI, the following terms shall
have the following meanings:

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

     (b)  references to "other enterprises" shall include employee benefit
plans;

                                       12

<PAGE>   13
     (c)  references to "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan;

     (d)  references to "serving at the request of the Corporation" shall
include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and

     (e)  a person who acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not opposed to
the interests of the Corporation" as referred to in this Article VI.


                                  ARTICLE VII.

                                 Capital Stock

   1.  Certificates of Stock.  The shares of the Corporation shall be
represented by certificates; provided that the board of directors of the
Corporation may, by resolution, provide that some or all of any or all classes
or series of its stock shall be uncertificated shares.  Any such resolution
shall not apply to shares represented by a certificate until such certificate
is surrendered to the Corporation.  Notwithstanding the adoption of such a
resolution by the board of directors, every holder of stock represented by
certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the Corporation by
the chairman or vice chairman of the board of directors, or the president or
vice president, and by the treasurer or an assistant treasurer, or the
secretary or an assistant secretary of the Corporation representing the number
of shares registered in certificate form.  Any or all 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.

   2.  Issuance of Stock.  Unless otherwise voted by the stockholders and
subject to the provisions of the Certificate of Incorporation, the whole or any
part of any unissued balance of the authorized capital stock of the Corporation
or the whole or any part of any unissued balance of the authorized capital
stock of the Corporation held in its treasury may be issued, sold, transferred
or otherwise disposed of by resolution of the board of directors in such
manner, for such consideration and on such terms as the board of directors may
determine.  Consideration for such shares of capital stock shall be expressed
in dollars, and shall not be less than the par value or stated value therefore,
as the case may be.  The par value for shares, if any, shall be stated in the
Certificate of Incorporation, and the stated value for shares, if any, shall be
fixed from time to time by the board of directors.

                                       13

<PAGE>   14
   3.  Lost Certificates.  The board of directors may direct a new certificate
to be issued in place of any previously issued certificate alleged to have been
destroyed or lost if the owner makes an affidavit or affirmation of that fact
and produces such evidence of loss or destruction as the board may require.
The board, in its discretion, may as a condition precedent to the issuance of a
new certificate require the owner to give the Corporation a bond as indemnity
against any claim that may be made against the Corporation relating to the
allegedly destroyed or lost certificate.

   4.  Transfer of Shares.  Subject to applicable law, shares of stock of the
Corporation may be transferred on its books upon the surrender to the
Corporation or its transfer agent of the certificates representing such shares,
if any, duly endorsed or accompanied by a written assignment or power of
attorney duly executed and with such proof of authority or authenticity of
signature as the Corporation or its transfer agent may reasonably require.  In
that event, the surrendered certificates shall be cancelled, new certificates
issued to the persons entitled to them, if any, and the transaction recorded on
the books of the Corporation.

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

   6.  Stock Ledger.  An appropriate stock journal and ledger shall be kept by
the secretary or such registrars or transfer agents as the directors by
resolution may appoint in which all transactions in the shares of stock of the
Corporation shall be recorded.

   7.  Restriction on Transfer of Shares.  Notice of any restriction on the
transfer of the stock of the Corporation shall be placed on each certificate of
stock issued or in the case of uncertificated shares contained in the notice
sent to the registered owner of such shares in accordance with the provisions
of the Delaware Corporation Law.

                                       14

<PAGE>   15
                                 ARTICLE VIII.

                              Seal and Fiscal Year

   1.  Seal.  The Corporation shall have a seal in the form impressed to the
left of this paragraph of the Bylaws.

   2.  Fiscal Year.  The fiscal year of the Corporation shall be determined by
the board of directors and set forth in the minutes of the directors.  Said
fiscal year may be changed from time to time by the board of directors in its
discretion.


                                  ARTICLE IX.

                                   Dividends

   Dividends upon the capital stock of the Corporation, subject to the
provisions of the Certificate of Incorporation, if any, may be declared by the
board of directors at any regular or special meeting, or otherwise 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.  Before
payment of any dividend, there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the directors from time
to time, in their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose as the
directors shall think in the best interest of the Corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.


                                   ARTICLE X.

                                   Amendments

   Subject to repeal or change by action of the stockholders, the board of
directors may amend, supplement or repeal these Bylaws or adopt new Bylaws, and
all such changes shall affect and be binding upon the holders of all shares
heretofore as well as hereafter authorized, subscribed for or offered.

                                       15

<PAGE>   16
                                   ARTICLE XI

                                 Miscellaneous

   1.  Gender.  Whenever required by the context, the singular shall include
the plural, the plural the singular, and one gender shall include all genders.

   2.  Invalid Provision.  The invalidity or unenforceability of any particular
provision of these Bylaws shall not affect the other provisions herein, and
these Bylaws shall be construed in all respects as if such invalid or
unenforceable provision was omitted.

   3.  Governing Law.  These Bylaws shall be governed by and construed in
accordance with the laws of the State of Delaware.


   I, Gregory S. Ayers, as Secretary of UroQuest Medical Corporation, hereby
certify that the foregoing Bylaws were adopted by the Board of Directors of the
Corporation effective as of October 8, 1996.



                                        /s/ Gregory S. Ayers
                                        -----------------------------
                                        Gregory S. Ayers, Secretary

                                       16