<PAGE>   1
                                                                    EXHIBIT 3.2





                                     BYLAWS

                                       OF

                                  PROBEX CORP.





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                                    BYLAWS OF
                                  PROBEX CORP.

                                TABLE OF CONTENTS

<TABLE>
<S>                   <C>                                                                   <C>
ARTICLE 1 - OFFICES ......................................................................    1
         Section 1.1. Registered Office ..................................................    1
         Section 1.2. Other Offices ......................................................    1

ARTICLE 2 - MEETINGS OF STOCKHOLDERS .....................................................    1
         Section 2.l.  Place of Meetings .................................................    1
         Section 2.2.  Annual Meetings ...................................................    1
         Section 2.3.  Notice of Annual Meeting ..........................................    2
         Section 2.4.  Voting List .......................................................    2
         Section 2.5.  Special Meetings ..................................................    2
         Section 2.6.  Notice of Special Meetings ........................................    2
         Section 2.7.  Quorum ............................................................    3
         Section 2.8.  Order of Business .................................................    3
         Section 2.9.  Majority Vote .....................................................    4
         Section 2.10. Method of Voting ..................................................    4
         Section 2.11. Action by Written Consent of Stockholders .........................    4

ARTICLE 3 - DIRECTORS ....................................................................    5
         Section 3.1.  General Powers ....................................................    5
         Section 3.2.  Number of Directors ...............................................    5
         Section 3.3.  Election Qualification and Term of Office of Directors ............    5
         Section 3.4.  Nomination of Directors ...........................................    5
         Section 3.5.  Regular Meetings ..................................................    7
         Section 3.6.  Special Meetings ..................................................    7
         Section 3.7.  Quorum, Majority Vote .............................................    7
         Section 3.8.  Action Without Meeting ............................................    7
         Section 3.9.  Telephone and Similar Meetings ....................................    8
         Section 3.10. Notice of Meetings ................................................    8
         Section 3.11. Rules and Regulations .............................................    8
         Section 3.12. Resignations ......................................................    9
         Section 3.13. Removal of Directors ..............................................    9
         Section 3.14. Vacancies .........................................................    9
         Section 3.15. Compensation of Directors .........................................    9

ARTICLE 4 - EXECUTIVE AND OTHER COMMITTEES ...............................................   10
         Section 4.1.  Executive Committee ...............................................   10
         Section 4.2.  Other Committees ..................................................   11
         Section 4.3.  Procedure; Meetings; Quorum .......................................   11
</TABLE>


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<TABLE>
<S>      <C>                                                                                <C>
ARTICLE 5 - NOTICES ......................................................................   13
         Section 5.l. Method .............................................................   13
         Section 5.2. Waiver .............................................................   13

ARTICLE 6 - OFFICERS .....................................................................   13
         Section 6.1. Election, Qualification ............................................   13
         Section 6.2. Salary .............................................................   14
         Section 6.3. Term, Removal ......................................................   14
         Section 6.4. Resignation ........................................................   14
         Section 6.5. Vacancies ..........................................................   14
         Section 6.6. Chairman of the Board ..............................................   14
         Section 6.7. President ..........................................................   15
         Section 6.8. Vice Presidents ....................................................   15
         Section 6.9. Secretary ..........................................................   16
         Section 6.10. Assistant Secretary ...............................................   16
         Section 6.11. Treasurer .........................................................   16
         Section 6.12. Assistant Treasurer ...............................................   17

ARTICLE 7 - INDEMNIFICATION OF DIRECTORS,
         OFFICERS, EMPLOYEES AND AGENTS ..................................................   17
         Section 7.1. Third-Party Actions ................................................   17
         Section 7.2. Derivative Actions .................................................   18
         Section 7.3. Determination of Indemnification ...................................   19
         Section 7.4. Right to Indemnification ...........................................   19
         Section 7.5. Advance of Expenses ................................................   20
         Section 7.6. Indemnification Not Exclusive ......................................   20
         Section 7.7. Insurance ..........................................................   20
         Section 7.8. Definitions of Certain Terms .......................................   20
         Section 7.9. Liability of Directors .............................................   21

ARTICLE 8 - CERTIFICATES OF STOCK ........................................................   22
         Section 8.1. Certificates .......................................................   22
         Section 8.2. Facsimile Signatures ...............................................   22
         Section 8.3. Lost Certificates ..................................................   22
         Section 8.4. Transfers of Stock .................................................   23
         Section 8.5. Fixing Record Date .................................................   23
         Section 8.6. Registered Stockholders ............................................   23

ARTICLE 9 - AFFILIATED TRANSACTIONS ......................................................   24
         Section 9.1. Validity ...........................................................   24
         Section 9.2. Disclosure, Approval; Fairness .....................................   24
         Section 9.3. Nonexclusive .......................................................   25

ARTICLE 10 - GENERAL PROVISIONS ..........................................................   25
         Section 10.1. Dividends .........................................................   25
</TABLE>


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<TABLE>
<S>      <C>                                                                                <C>
         Section 10.2. Reserves ..........................................................   25
         Section 10.3. Annual Statement ..................................................   26
         Section 10.4. Checks ............................................................   26
         Section 10.5. Fiscal Year .......................................................   26
         Section 10.6. Seal ..............................................................   26

ARTICLE 11 - AMENDMENTS ..................................................................   26
         Section 11.1. Amendments ........................................................   26
</TABLE>



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                                  PROBEX CORP.


                                     BYLAWS


                                    ARTICLE I

                                     OFFICES

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

         Section 1.2. Other Offices. The Corporation may also have offices at
such other places, either within or without the State of Delaware, as the Board
of Directors may from time to time determine or as the business of the
Corporation may require.

                                    ARTICLE 2
                            MEETINGS OF STOCKHOLDERS

         Section 2.l. Place of Meetings. All meetings of the stockholders shall
be held at the office of the corporation or at such other places as may be fixed
from time to time by the Board of Directors, either within or without the State
of Delaware, and stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

         Section 2.2. Annual Meetings. Annual meetings of stockholders,
commencing with the year 2000, shall be held at the time and place to be
selected by the Board of Directors. If such day is a legal holiday, then the
annual meeting shall be held on the next following business day. At the annual
meeting, the stockholders shall elect a Board of Directors and transact such
other business as may properly be brought before the meeting.


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         Section 2.3. Notice of Annual Meeting. Written notice of the annual
meeting stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten (10) nor more
than sixty (60) days before the date of the annual meeting.

         Section 2.4. Voting 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, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

         Section 2.5. Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board or the
President and shall be called by the President or Secretary at the request in
writing of a majority of the Board of Directors. Such request shall state the
purpose or purposes of the proposed meeting.

         Section 2.6. Notice of Special Meetings. Written notice of a special
meeting stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given not less than ten (10)
nor more than sixty (60) days before the date of the meeting, to each
stockholder entitled to vote at such meeting. Business transacted at any special
meeting of the stockholders shall be limited to the purposes stated in the
notice.


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         Section 2.7. Quorum. The holders of a majority of the voting power (as
determined by the Certificate of Incorporation of the Corporation) of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business, except as otherwise provided by
statute or by the Certificate of Incorporation. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present
or represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than thirty
(30) days, or if 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 2.8. Order of Business. At each meeting of the stockholders,
one of the following persons, in the order in which they are listed (and in the
absence of the first, the next, and so on), shall serve as chairman of the
meeting: Chairman of the Board, President, Vice Presidents (in the order of
their seniority if more than one), Secretary and Treasurer. The order of
business at each such meeting shall be as determined by the chairman of the
meeting. The chairman of the meeting shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts and
things as are necessary or desirable for the proper conduct of the meeting,
including, without limitation, the establishment of procedures for the
maintenance of order and safety, limitations on the time allotted to questions
or comments on the affairs of the


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Corporation, restrictions on entry to such meeting after the time prescribed for
the commencement thereof, and the opening and closing of the voting polls.

         Section 2.9. Majority Vote. When a quorum is present at any meeting,
the vote of the holders of a majority of the voting power (as determined by the
Certificate of Incorporation of the Corporation) of the stock of the Corporation
possessing voting power, present in person or represented by proxy, shall decide
any question brought before such meeting, unless the question is one upon which,
by express provision of the Delaware statutes or of the Certificate of
Incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of such question.

         Section 2.10. Method of Voting. Unless otherwise provided in the
Certificate of Incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder, but no proxy shall
be voted on after three years from its date, unless the proxy provides for a
longer period.

         Section 2.11. Action by Written Consent of Stockholders. Unless
otherwise restricted by the Certificate of Incorporation or these bylaws, any
action required by law, the Certificate of Incorporation or these Bylaws to be
taken at any annual or special meeting of stockholders of the Corporation, or
any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent or consents 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
and shall be delivered to the corporation.


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                                    ARTICLE 3
                                    DIRECTORS

         Section 3.1. General Powers. The business and affairs of the
Corporation shall be managed by, or under the direction of, the Board of
Directors, which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by law, by the Certificate of Incorporation of
the Corporation or by these Bylaws directed or required to be exercised or done
by the stockholders.

         Section 3.2. Number of Directors. Except as otherwise fixed by or
pursuant to the provisions of Article 5 of the Certificate of Incorporation
relating to the rights of the holders of any class or series of stock having a
preference over the common stock as to dividends or upon liquidation, the number
of directors constituting the Board of Directors shall be such number as shall
be from time to time specified by resolution of the Board of Directors;
provided, however, no director's term shall be shortened by reason of a
resolution reducing the number of directors. The number of directors of the
Corporation shall not be less than one (1).

         Section 3.3. Election Qualification and Term of Office of Directors.
Directors shall be elected at each annual meeting of stockholders to hold office
until the next annual meeting. Directors need not be stockholders unless so
required by the Certificate of Incorporation or these Bylaws, wherein other
qualifications for directors may be prescribed. Each director, including a
director elected to fill a vacancy, shall hold office until such director's
successor is elected and qualified or until the earlier of such director's
death, resignation or removal. Elections of directors need not be by written
ballot.

         Section 3.4. Nomination of Directors. Subject to the rights of the
holders of any class or series of stock having a preference over the common
stock as to dividends or upon liquidation,


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nominations for the election of directors may be made by the Board of Directors
or by any stockholder entitled to vote for the election of directors. Any
stockholder entitled to vote for the election of directors at a meeting may
nominate persons for election as directors only if written notice of such
stockholder's intent to make such nomination is given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of the
Corporation not later than (a) with respect to an election to be held at an
annual meeting of stockholders, ninety (90) days in advance of such meeting, and
(b) with respect to an election to be held at a special meeting of stockholders
for the election of directors, the close of business on the seventh (7th) day
following the date on which notice of such meeting is first given to
stockholders. Each such notice shall set forth: (i) the name and address of the
stockholder who intends to make the nomination and of the person or persons
intended to be nominated; (ii) a representation that the stockholder is a holder
of record of stock of the corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (iii) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (iv) such other information
regarding each nominee proposed by such stockholder as would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had each nominee been nominated, or intended
to be nominated, by the Board of Directors; and (v) the consent of each nominee
to serve as a director of the corporation if so elected. The chairman of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.


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         Section 3.5. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such times and at such places as shall
from time to time be determined by the Board of Directors.

         Section 3.6. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President, and shall
be called by the President or Secretary on the written request of two directors
unless the Board of Directors consists of only one director, in which case
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of the sole director.

         Section 3.7. Quorum, Majority Vote. At all meetings of the Board of
Directors, a majority of the entire Board of Directors shall constitute a quorum
for the transaction of business and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board
of Directors, except as may be otherwise specifically provided by statute or by
the Certificate of Incorporation. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

         Section 3.8. Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if a consent in writing, setting forth the
action so taken shall be signed by all of the directors or committee members, as
the case may be, entitled to vote with respect to the subject matter thereof,
and such consent shall have the same force and effect, as of the date stated
therein, as a unanimous vote of such directors or committee members, as the case
may be, and may be stated as such in any document filed with the Secretary of
State of Delaware or in any certificate or other document


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delivered to any person. The consent may be in one or more counterparts so long
as each director or committee member signs one of the counterparts. The signed
consent shall be placed in the minute books of the Corporation.

         Section 3.9. Telephone and Similar Meetings. Unless otherwise
restricted by the Certificate of Incorporation or these Bylaws, members of the
Board of Directors, or any committee thereof, may participate in a meeting of
the Board of Directors, or such committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

         Section 3.10. Notice of Meetings. Notice of regular meetings of the
Board of Directors or of any adjourned meeting thereof need not be given. Notice
of each special meeting of the Board of Directors shall be sent by mail,
facsimile, telephone or electronic transmission, or be delivered personally to
each director at such director's residence or usual place of business, at least
one (1) day before the day on which the meeting is to be held, but notice need
not be given to any director who shall, either before or after the meeting,
submit a signed waiver of such notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of notice to such
director. Every such notice shall state the time and place but need not state
the purpose of the meeting.

         Section 3.11. Rules and Regulations. The Board of Directors may adopt
such rules and regulations not inconsistent with the provisions of law, the
Certificate of Incorporation of the Corporation or these Bylaws for the conduct
of its meetings and management of the affairs of the Corporation as the Board of
Directors may deem proper.


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         Section 3.12. Resignations. Any director of the Corporation may at any
time resign by giving written notice to the Board of Directors, the Chairman of
the Board, the President or the Secretary of the Corporation. Such resignation
shall take effect at the time specified therein or, if the time be not
specified, upon receipt thereof; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

         Section 3.13. Removal of Directors. Unless otherwise restricted by the
Delaware statutes, by the Certificate of Incorporation or by these Bylaws, 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.

         Section 3.14. Vacancies. Subject to the rights of the holders of any
class or series of stock having a preference over the common stock of the
Corporation as to dividends or upon liquidation, any vacancies on the Board of
Directors resulting from death, resignation, removal or other cause, shall only
be filled by the affirmative vote of a majority of the remaining directors then
in office, even though less than a quorum of the Board of Directors, or by a
sole remaining director, and newly created directorships resulting from any
increase in the number of directors may be filled by the Board of Directors, or
if not so filled, by the stockholders at the next annual meeting thereof or at a
special meeting called for that purpose in accordance with Section 2.5 of
Article II of these Bylaws. Any director elected in accordance with the
preceding sentence of this Section 3.14 shall hold office for the remainder of
the full term of such office and until such successor shall have been elected
and qualified.

         Section 3.15. Compensation of Directors. Unless otherwise restricted by
the Certificate of Incorporation or these Bylaws, the Board of Directors shall
have the authority to fix the compensation of directors. The directors may be
paid their expenses, if any, of attendance at each


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meeting of the Board of Directors and may be paid a fixed sum for attendance at
each meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.

                                    ARTICLE 4
                         EXECUTIVE AND OTHER COMMITTEES

         Section 4.1. Executive Committee. The Board of Directors may, by
resolution adopted by a majority of the entire Board of Directors, designate
annually two (2) or more of its members to constitute members or alternate
members of an executive committee, which committee shall have and may exercise,
between meetings of the Board of Directors, all the powers and authority of the
Board of Directors in the management of the business and affairs of the
Corporation, including, if such committee is so empowered and authorized by
resolution adopted by a majority of the entire Board of Directors, the power and
authority to declare a dividend and to authorize the issuance of stock, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it, except that the executive committee shall not have such power or
authority with reference to:

                  (a) amending the Certificate of Incorporation of the
         Corporation;

                  (b) adopting an agreement of merger or consolidation involving
         the Corporation;

                  (c) recommending to the stockholders the sale, lease or
         exchange of all or substantially all of the property and assets of the
         Corporation;


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                  (d) recommending to the stockholders a dissolution of the
         Corporation or a revocation of a dissolution;

                  (e) adopting, amending or repealing any Bylaw;

                  (f) filling vacancies on the Board of Directors or on any
         committee of the Board of Directors, including the executive committee;

                  (g) fixing the compensation of directors for serving on the
         Board of Directors or on any committee of the Board of Directors,
         including the executive committee; or

                  (h) amending or repealing any resolution of the Board of
         Directors which by its terms may be amended or repealed only by the
         Board of Directors.

         Section 4.2. Other Committees. The Board of Directors may, by
resolution adopted by a majority of the entire Board of Directors, designate
from among its members one or more other committees, each of which shall, except
as otherwise prescribed by law, have such authority of the Board of Directors as
may be specified in the resolution of the Board of Directors designating such
committee. A majority of all the members of such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have the power at any time
to change the membership of, to increase or decrease the membership of, to fill
all vacancies in and to discharge any such committee, or any member thereof,
either with or without cause.

         Section 4.3. Procedure; Meetings; Quorum. Regular meetings of the
executive committee or any other committee of the Board of Directors, of which
no notice shall be necessary, may be held at such times and places as shall be
fixed by resolution adopted by a majority of the members thereof. Special
meetings of the executive committee or any other committee of the Board of
Directors shall be called at the request of any member thereof. Notice


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<PAGE>   16



of each special meeting of the executive committee or any other committee of the
Board of Directors shall be sent by mail, facsimile, telephone or electronic
transmission, or be delivered personally to each member thereof, not later than
the day before the day on which the meeting is to be held, but notice need not
be given to any member who shall, either before or after the meeting, submit a
signed waiver of such notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of such notice to such
member. Any special meeting of the executive committee or any other committee of
the Board of Directors shall be a legal meeting without any notice thereof
having been given, if all the members thereof shall be present thereat. Notice
of any adjourned meeting of any committee of the Board of Directors need not be
given. The executive committee or any other committee of the Board of Directors
may adopt such rules and regulations not inconsistent with the provisions of
law, the Certificate of Incorporation of the Corporation or these Bylaws for the
conduct of its meetings as the executive committee or such other committee of
the Board of Directors may deem proper. A majority of the members of the
executive committee or any other committee of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting, and the vote
of a majority of the members thereof present at any meeting at which a quorum is
present shall be the act of such committee. The executive committee or any other
committee of the Board of Directors shall keep written minutes of its
proceedings, a copy of which is to be filed with the Secretary of the
Corporation, and shall report on such proceedings to the Board of Directors.


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<PAGE>   17




                                    ARTICLE 5
                                     NOTICES

         Section 5.l. Method. Whenever, under the provisions of the Delaware
statutes, of the Certificate of Incorporation or of these Bylaws, notice is
required to be given to any director or stockholder, and the method of notice is
not otherwise specified herein, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at such person's address as it appears on the records
of the Corporation, with postage thereon prepaid, or by telecopy or facsimile
transmission or by electronic transmission and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail or,
in the case of telecopy, facsimile transmission or electronic transmission, upon
confirmation of receipt.

         Section 5.2. Waiver. Whenever any notice is required to be given under
the provisions of the statutes, of the Certificate of Incorporation or of these
Bylaws, 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 6
                                    OFFICERS

         Section 6.1. Election, Qualification. The officers of the Corporation
shall be chosen by the Board of Directors and shall be a President, one or more
Vice Presidents, a Secretary and a Treasurer. The Board of Directors may also
choose a Chairman of the Board, one or more Assistant Secretaries and Assistant
Treasurers and such other officers and agents as it shall deem


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<PAGE>   18



necessary. Any number of offices may be held by the same person, unless the
Certificate of Incorporation or these Bylaws otherwise provide.

         Section 6.2. Salary. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors.

         Section 6.3. Term, Removal. The officers of the Corporation shall hold
office until their successors are chosen and qualify. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the Corporation shall be filled by the Board of Directors.

         Section 6.4. Resignation. Subject at all times to the right of removal
as provided in Section 6.3 of this Article 6, any officer may resign at any time
by giving notice to the Board of Directors, the President or the Secretary of
the Corporation. Any such resignation shall take effect at the date of receipt
of such notice or at any later date specified therein; provided, however, that
the President or, in the event of the resignation of the President, the Board of
Directors may designate an effective date for such resignation which is earlier
than the date specified in such notice but which is not earlier than the date of
receipt of such notice; and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.

         Section 6.5. Vacancies. A vacancy in any office because of death,
resignation, removal or any other cause may be filled for the unexpired portion
of the term in the manner prescribed in these Bylaws for election to such
office.

         Section 6.6. Chairman of the Board. The Chairman of the Board shall, if
there be such an officer, preside at meetings of the Board of Directors and, if
present, preside at meetings of the stockholders. The Chairman of the Board
shall counsel with and advise the President and


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<PAGE>   19



perform such other duties as the Board of Directors or the executive committee
may from time to time determine. Except as otherwise provided by resolution of
the Board of Directors, the Chairman of the Board shall be ex-officio a member
of all committees of the Board of Directors. The Chairman of the Board may sign
and execute in the name of the Corporation deeds, mortgages, bonds, contracts or
other instruments authorized by the Board of Directors or any committee thereof
empowered to authorize the same.

         Section 6.7. President. The President shall also be the Chief Executive
Officer of the Corporation, shall preside at all meetings of the stockholders
(in the absence of the Chairman of the Board) and the Board of Directors (in the
absence of the Chairman of the Board), shall have general and active management
of the business of the Corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect. 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 6.8. Vice Presidents. In the absence of the President and the
Chairman of the Board or in the event of their inability or refusal to act, the
Vice President (or if there shall be more than one Vice President, the Vice
Presidents in the order designated by the directors, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the 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 may from
time to time prescribe.


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<PAGE>   20



         Section 6.9. Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders, shall record all the
proceedings of the meetings of the Board of Directors and of the stockholders in
a book to be kept for that purpose, and shall perform like duties for the other
committees designated by the Board of Directors when required. The Secretary
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or President, under whose
supervision the Secretary shall be. The Secretary shall have custody of the
corporate seal of the Corporation and the Secretary, or an Assistant Secretary,
shall have authority to affix the same to any instrument requiring it. When so
affixed, the corporate seal may be attested by the Secretary's 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 such officer's signature.

         Section 6.10. Assistant Secretary. The Assistant Secretary, if any (or
if there shall be more than one, the Assistant Secretaries in the order
determined by the Board of Directors, or in the absence of any such
determination, then in the order of their election) shall, in the absence of the
Secretary or in the event of the Secretary's inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

         Section 6.11. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements 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. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the


                                       16

<PAGE>   21



Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires, an account of all the Treasurer's
transactions as Treasurer and of the financial condition of the Corporation. If
required by the Board of Directors, the Treasurer shall give the Corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of the
Treasurer's office and for the restoration to the Corporation, in case of the
Treasurer's death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

         Section 6.12. Assistant Treasurer. The Assistant Treasurer, if any (or
if there shall be more than one, the Assistant Treasurers in the order
determined by the Board of Directors, or in the absence of any such
determination, then in the order of their election), shall, in the absence of
the Treasurer or in the event of the Treasurer's 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 may from
time to time prescribe.

                                    ARTICLE 7
                          INDEMNIFICATION OF DIRECTORS,
                         OFFICERS, EMPLOYEES AND AGENTS

         Section 7.1. 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 such person is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director


                                       17

<PAGE>   22



or officer of another corporation, partnership, joint venture, trust or other
enterprise, against all expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in, or not opposed
to, the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his 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 such person reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with respect to any
criminal action or proceeding, that such person had reasonable cause to believe
that his or her conduct was unlawful.

         The Corporation may indemnify any employee or agent of the Corporation,
or any employee or agent serving at the request of the Corporation as an
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, in the manner and to the extent that it shall indemnify any
director or officer under this Section 7.1.

         Section 7.2. Derivative Actions. The Corporation may 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 such
person 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 all expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person


                                       18

<PAGE>   23



reasonably believed to be in, or not opposed to, the best interests of the
Corporation, except that no indemnification shall be made with respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of such person's duty to
the Corporation unless and only to the extent that the Court of Chancery 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 Delaware or such
other court shall deem proper.

         Section 7.3. Determination of Indemnification. Any indemnification
under Section 7.1 or 7.2 of this Article 7 (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Section 7.1 or 7.2 of this Article 7. Such
determination shall be made (a) 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; (b) 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 (c) by the stockholders.

         Section 7.4. Right to Indemnification. Notwithstanding the other
provisions of this Article 7, to the extent that a director, 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 Section 7.1 or 7.2 of
this Article 7, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.


                                       19

<PAGE>   24



         Section 7.5. Advance of Expenses. Expenses incurred in defending a
civil or criminal action, suit or proceeding may be paid by the Corporation on
behalf of a director, officer, employee or agent in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by, or on behalf
of, the director, officer, employee or agent to repay such amount unless it
shall ultimately be determined that such person is entitled to be indemnified by
the Corporation as authorized in this Article 7.

         Section 7.6. Indemnification Not Exclusive. The indemnification
provided by this Article 7 shall not be deemed exclusive of any other rights to
which any person seeking indemnification may be entitled under any law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

         Section 7.7. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the Corporation would have the
power to indemnify such person against liability under the provisions of this
Article 7.

         Section 7.8. Definitions of Certain Terms. For purposes of this Article
7, references to "the Corporation" shall include, in addition to the resulting
Corporation, any constituent


                                       20

<PAGE>   25



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 7 with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued.

         For purposes of this Article 7, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; references
to "serving at the request of the Corporation" shall include any service as a
director, officer, employee or agent of the Corporation which imposes duties on,
or involves services by such director, officer, employee or agent with respect
to an employee benefit plan, its participants, or beneficiaries; and a person
who acted in good faith and in a manner such person reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the Corporation" as referred to in this Article 7.

         Section 7.9. Liability of Directors. Notwithstanding any provision of
the Certificate of Incorporation of the Corporation or of these Bylaws, no
director shall be personally liable to the Corporation or any stockholder for
monetary damages for breach of fiduciary duty as a director, except for any
matter in respect of which such director shall be liable under Section 174 of
Title 8 of the Delaware Code (relating to the Delaware General Corporation Law)
or any amendment thereto or successor provision thereto or shall be liable by
reason that, in addition to any and all


                                       21

<PAGE>   26



other requirements for such liability, he (a) shall have breached his duty of
loyalty to the Corporation or its stockholders; (b) shall not have acted in good
faith; (c) shall have acted in a manner involving intentional misconduct or a
knowing violation of law or, in failing to act, shall have acted in a manner
involving intentional misconduct or a knowing violation of law; or (d) shall
have derived an improper personal benefit.

                                    ARTICLE 8
                              CERTIFICATES OF STOCK

         Section 8.1. Certificates. 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 of the Board, 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 such
stockholder in the Corporation.

         Section 8.2. Facsimile Signatures. Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were such officer, transfer agent or registrar at the date of
issue.

         Section 8.3. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost,


                                       22

<PAGE>   27



stolen or destroyed certificate or certificates, or such owner's legal
representative, to advertise the same in such manner as it shall require and/or
to give the Corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

         Section 8.4. Transfers 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, 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 8.5. Fixing the 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 (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action. A determination of stockholders of record entitled to
notice of, or to vote at, a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

         Section 8.6. Registered Stockholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books


                                       23

<PAGE>   28



as the owner of shares, and shall not be bound to recognize any equitable or
other claim to, or interest in, such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.

                                    ARTICLE 9
                             AFFILIATED TRANSACTIONS

         Section 9.1. Validity. Except as otherwise provided for in the
Certificate of Incorporation of the Corporation and except as otherwise provided
in this Bylaw, if Section 9.2 is satisfied, no contract or transaction between
the Corporation and any of its directors, officers or security holders, or any
Corporation, partnership, association or other organization in which any of such
directors, officers or security holders are directly or indirectly financially
interested, shall be void or voidable solely because of this relationship, or
solely because of the presence of the director, officer or security holder at
the meeting authorizing the contract or transaction, or solely because of such
person's participation in the authorization of such contract or transaction or
vote at the meeting therefor, whether or not such participation or vote was
necessary for the authorization of such contract or transaction.

         Section 9.2. Disclosure, Approval; Fairness. Section 9.1 shall apply
only if:

                  (a) the material facts as to the relationship or interest and
         as to the contract or transaction are disclosed or are known:

                           (1) to the Board of Directors (or committee thereof)
                  and it nevertheless in good faith authorizes or ratifies the
                  contract or transaction by a majority of the directors
                  present, each such interested director to be counted in
                  determining whether a quorum is present but not in calculating
                  the majority necessary to carry the vote; or


                                       24

<PAGE>   29



                           (2) to the stockholders and they nevertheless
                  authorize or ratify the contract or transaction by a majority
                  of the voting power (as determined by the Certificate of
                  Incorporation of the Corporation) of the shares present at a
                  meeting considering such contract or transaction, each such
                  interested person (stockholder) to be counted in determining
                  whether a quorum is present and for voting purposes.

                  (b) the contract or transaction is fair to the Corporation as
         of the time it is authorized or ratified by the Board of Directors (or
         committee thereof) or the stockholders.

         Section 9.3. Nonexclusive. This provision shall not be construed to
invalidate a contract or transaction which would be valid in the absence of this
provision.

                                   ARTICLE 10
                               GENERAL PROVISIONS

         Section 10.1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation of
the Corporation, if any, may be declared by the Board of Directors at any
regular or special meeting, pursuant to law. Dividends may be paid in cash, in
property, or in shares of the capital stock, subject to the provisions of the
Certificate of Incorporation of the Corporation.

         Section 10.2. Reserves. Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for dividends such sum
or sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall think conducive to the interest of
the Corporation, and the Board of Directors may modify or abolish any such
reserve in the manner in which it was created.


                                       25

<PAGE>   30


         Section 10.3. Annual Statement. The Board of Directors shall present at
each annual meeting, and at any special meeting of the stockholders when called
for by majority vote of the stockholders, a full and clear statement of the
business and condition of the Corporation.

         Section 10.4. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

         Section 10.5. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

         Section 10.6. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Delaware." The seal may be used by causing it, or a facsimile thereof, to
be impressed, affixed or reproduced or otherwise.

                                   ARTICLE 11
                                   AMENDMENTS

         Section 11.1. Amendments. These Bylaws may be altered, amended or
repealed or new Bylaws may be adopted by a majority of the entire Board of
Directors, at any meeting of the Board of Directors if notice of such
alteration, amendment, repeal or adoption of new Bylaws be contained in the
notice of such meeting. The stockholders of the Corporation shall have the power
to amend, alter or repeal any provision of these Bylaws only to the extent and
in the manner provided by statue and in the Certificate of Incorporation of the
Corporation.



                                       26