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                                                                     Exhibit 3.2














                          AMENDED AND RESTATED BY-LAWS

                                       OF

                       APPLIED ANALYTICAL INDUSTRIES, INC.

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                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I

                                CORPORATE OFFICES

Section 1.1       REGISTERED OFFICE..........................................1
Section 1.2       OTHER OFFICES..............................................1

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

Section 2.1       PLACE OF MEETINGS..........................................1
Section 2.2       ANNUAL MEETING.............................................1
Section 2.3       SPECIAL MEETINGS...........................................1
Section 2.4       NOTICE OF STOCKHOLDERS' MEETINGS...........................2
Section 2.5       MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE...............2
Section 2.6       QUORUM.....................................................2
Section 2.7       ADJOURNED MEETING; NOTICE..................................2
Section 2.8       CONDUCT OF BUSINESS........................................2
Section 2.9       VOTING.....................................................3
Section 2.10      WAIVER OF NOTICE...........................................3
Section 2.11      STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING....4
Section 2.12      RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING
                    CONSENTS.................................................4
Section 2.13      PROXIES....................................................5
Section 2.14      LIST OF STOCKHOLDERS ENTITLED TO VOTE......................5

                                   ARTICLE III

                                    DIRECTORS

Section 3.1       POWERS.....................................................5
Section 3.2       NUMBER OF DIRECTORS........................................6
Section 3.3       ELECTION OF DIRECTORS......................................6
Section 3.4       PLACE OF MEETINGS; MEETINGS BY TELEPHONE...................6
Section 3.5       REGULAR MEETINGS...........................................6
Section 3.6       SPECIAL MEETINGS; NOTICE...................................6
Section 3.7       WAIVER OF NOTICE...........................................7
Section 3.8       BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING..........7
Section 3.9       FEES AND COMPENSATION OF DIRECTORS.........................7
Section 3.10      APPROVAL OF LOANS TO OFFICERS..............................7

                                   ARTICLE IV

                                   COMMITTEES

Section 4.1       COMMITTEES OF DIRECTORS....................................8
Section 4.2       COMMITTEE MINUTES..........................................8
Section 4.3       MEETINGS AND ACTIONS OF COMMITTEES.........................8

                                    ARTICLE V

                                    OFFICERS

Section 5.1       OFFICERS...................................................9
Section 5.2       APPOINTMENT OF OFFICERS....................................9
Section 5.3       SUBORDINATE OFFICERS.......................................9
Section 5.4       REMOVAL AND RESIGNATION OF OFFICERS........................9
Section 5.5       CHAIRMAN OF THE BOARD.....................................10
Section 5.6       PRESIDENT.................................................10
Section 5.7       VICE PRESIDENTS...........................................10
Section 5.8       SECRETARY.................................................10
Section 5.9       CHIEF FINANCIAL OFFICER...................................11
Section 5.10      ASSISTANT SECRETARY.......................................11
Section 5.11      ASSISTANT TREASURER.......................................11
Section 5.12      REPRESENTATION OF SHARES OF OTHER CORPORATIONS............11
Section 5.13      AUTHORITY AND DUTIES OF OFFICERS..........................12

                                   ARTICLE VI

                                    INDEMNITY

Section 6.1       THIRD PARTY ACTIONS.......................................12
Section 6.2       ACTIONS BY OR IN THE RIGHT OF THE CORPORATION.............12
Section 6.3       SUCCESSFUL DEFENSE........................................13
Section 6.4       DETERMINATION OF CONDUCT..................................13
Section 6.5       PAYMENT OF EXPENSES IN ADVANCE............................13
Section 6.6       INDEMNITY NOT EXCLUSIVE...................................13
Section 6.7       INSURANCE INDEMNIFICATION.................................14
Section 6.8       THE CORPORATION...........................................14
Section 6.9       EMPLOYEE BENEFIT PLANS....................................14
Section 6.10      CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF
                    EXPENSES................................................15

                                   ARTICLE VII

                               RECORDS AND REPORTS

Section 7.1       MAINTENANCE AND INSPECTION OF RECORDS.....................15
Section 7.2       INSPECTION BY DIRECTORS...................................15
Section 7.3       ANNUAL STATEMENT TO STOCKHOLDERS..........................16

                                  ARTICLE VIII

                                 GENERAL MATTERS

Section 8.1       CHECKS....................................................16
Section 8.2       EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS..........16
Section 8.3       STOCK CERTIFICATES; PARTLY PAID SHARES....................16
Section 8.4       SPECIAL DESIGNATION ON CERTIFICATES.......................17
Section 8.5       LOST CERTIFICATES.........................................17
Section 8.6       CONSTRUCTION; DEFINITIONS.................................17
Section 8.7       DIVIDENDS.................................................18
Section 8.8       FISCAL YEAR...............................................18
Section 8.9       SEAL......................................................18
Section 8.10      TRANSFER OF STOCK.........................................18
Section 8.11      STOCK TRANSFER AGREEMENTS.................................18
Section 8.12      REGISTERED STOCKHOLDERS...................................18

                                   ARTICLE IX

                                   AMENDMENTS
<PAGE>   3

                          AMENDED AND RESTATED BY-LAWS
                                       OF
                       APPLIED ANALYTICAL INDUSTRIES, INC.


                                   ARTICLE I

                                CORPORATE 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. The name of the registered
agent of the corporation at such location is The Corporation Trust Company.

         Section 1.2  OTHER OFFICES

         The board of directors may at any time establish other offices at any
place or places where the corporation is qualified to do business.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 2.1  PLACE OF MEETINGS

         Meetings of stockholders shall be held at any place, within or outside
the State of Delaware, designated by the board of directors. In the absence of
any such designation, stockholders' meetings shall be held at the registered
office of the corporation.

         Section 2.2  ANNUAL MEETING

         The annual meeting of stockholders shall be held each year on a date
and at a time designated by the board of directors. In the absence of such
designation, the annual meeting of stockholders shall be held on the second
Monday of May of each year at 10:00 a.m. However, if such day falls on a legal
holiday, then the meeting shall be held at the same time and place on the next
succeeding business day. At the meeting, directors shall be elected and any
other proper business may be transacted.

         Section 2.3  SPECIAL MEETINGS

         Special meetings of the stockholders may be called only by the board of
directors as permitted in the certificate of incorporation (All references to
"certificate of incorporation" herein shall be references to the certificate of
incorporation as amended, supplemented or restated from time to time). The
corporation shall promptly give notice to the stockholders



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entitled to vote upon the calling of a special meeting in accordance with the
provisions of SECTIONS 2.4 AND 2.5 hereof.

         Section 2.4  NOTICE OF STOCKHOLDERS' MEETINGS

         All notices of meetings with stockholders shall be in writing and shall
be sent or otherwise given in accordance with SECTION 2.5 of these by-laws 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. The notice shall specify
the place, date, and hour of the meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called.

         Section 2.5  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

         Written notice of any meeting of stockholders, if mailed, is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation. An
affidavit of the Secretary or an Assistant Secretary or of the transfer agent of
the corporation that the notice has been given shall, in the absence of fraud,
be prima facie evidence of the facts stated therein.

         Section 2.6  QUORUM

         The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum is not present or represented at any
meeting of the stockholders, then either (i) the Chairman of the meeting or (ii)
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is present or
represented. At such adjourned meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed.

         Section 2.7  ADJOURNED MEETING; NOTICE

         When a meeting is adjourned to another time or place, unless these
by-laws otherwise require, notice need not be given of that 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
that 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.

         Section 2.8  CONDUCT OF BUSINESS

         Subject to any other applicable requirements, only such business
(including the nomination of a person for election as a director) may be
conducted at a meeting of the stockholders as has been brought before the
meeting by, or at the direction of, the corporation's


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board of directors or by a stockholder who has given to the secretary of the
corporation timely written notice, as provided below, of the stockholder's
intention to bring certain business before the meeting.

         Any stockholder wishing to bring business before a meeting of
stockholders must provide notice to the corporation not more than one hundred
twenty (120) days in advance of the anniversary date of the corporation's proxy
statement for the previous year's annual meeting or, in the case of special
meetings, at the close of business on the tenth (10th) day following the date on
which notice of such meeting is first given to stockholders, of the business to
be presented by him at the stockholders' meeting. Any such notice shall set
forth the following as to each matter the stockholder proposes to bring before
the meeting: (A) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the meeting
and, if such business includes a proposal to amend the by-laws of the
corporation, the language of the proposed amendment; (B) the name and address,
as they appear (if so appearing) on the corporation's books, of the stockholder
proposing such business (and any person acting in concert with such
stockholder); (C) the class and number of shares of the corporation that are
beneficially owned by such stockholder; (D) 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
propose such business; and (E) any material interest of the stockholder in such
business. Notwithstanding the foregoing provisions of this Section, a
stockholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder with
respect to the matters set forth in this Section. In the absence of such notice
to the corporation meeting the above requirements, a stockholder shall not be
entitled to present any business at any meeting of stockholders.

         The presiding officer of any meeting of stockholders shall determine
the order of business and the procedure at the meeting, including the regulation
of the manner of voting and the conduct of business.

         Section 2.9  VOTING

         The stockholders entitled to vote at any meeting of stockholders shall
be determined in accordance with the provisions of SECTION 2.12 of these
by-laws, subject to the provisions of Sections 217 and 218 of the General
Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgers
and joint owners of stock and to voting trusts and other voting agreements).

         Except as may be otherwise provided in the certificate of
incorporation, each stockholder shall be entitled to one vote for each share of
capital stock held by such stockholder.

         Section 2.10  WAIVER OF NOTICE

         Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of incorporation or
these by-laws, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting


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is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders need be
specified in any written waiver of notice unless so required by the certificate
of incorporation or these by-laws.

         Section 2.11  STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

         Unless otherwise provided in the certificate of incorporation, any
action required by this chapter to be taken at any annual or special meeting of
stockholders of a corporation, or any action that may be taken at any annual or
special meeting of such stockholders, may be taken without a meeting, without
prior notice, and without a vote if a consent in writing, setting forth the
action so taken, is signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.

         Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing. If the action that is consented to would have
required the filing of a certificate under any section of the General
Corporation Law of Delaware if such action had been voted on by stockholders at
a meeting thereof, then the certificate filed under such section shall state, in
lieu of any statement required by such section concerning any vote of
stockholders, that written notice and written consent have been given as
provided in Section 228 of the General Corporation Law of Delaware.

         Section 2.12  RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING
                       CONSENTS

         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 entitled to express consent to corporation 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 or 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.

         If the board of directors does not so fix a record date:

                  (i) The record date for determining stockholders entitled to
         notice of or to vote at a meeting of stockholders shall be at the close
         of business on the day 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.

                  (ii) The record date for determining stockholders entitled to
         express consent to corporate action in writing without a meeting, when
         no prior action by the board of directors is necessary, shall be the
         day on which the first written consent is expressed.


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                  (iii) 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 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 2.13  PROXIES

         Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him by a written proxy, signed by
the stockholder and filed with the secretary of the corporation, but no such
proxy shall be voted or acted upon after three (3) years from its date, unless
the proxy provides for a longer period. A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or the
stockholder's attorney-in-fact. The revocability of a proxy that states on its
face that it is irrevocable shall be governed by the provisions of Section
212(c) of the General Corporation Law of Delaware.

         Section 2.14  LIST OF STOCKHOLDERS ENTITLED TO VOTE

         The officer who has charge of the stock ledger of a 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. Such list shall
presumptively determine the identity of the stockholders entitled to vote at the
meeting and the number of shares held by each of them.

                                   ARTICLE III

                                    DIRECTORS

         Section 3.1  POWERS

         Subject to the provisions of the General Corporation Law of Delaware
and any limitations in the certificate of incorporation or these by-laws
relating to action required to be approved by the stockholders or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
board of directors.


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         Section 3.2  NUMBER OF DIRECTORS

         The exact number of directors shall be six (6) until changed, within
the limits specified in the certificate of incorporation, by a by-law amending
this SECTION 3.2, duly adopted by the board of directors or by the stockholders.
The directors shall be divided into classes as provided in the certificate of
incorporation.

         Section 3.3  ELECTION OF DIRECTORS

         Directors shall be elected as provided by the certificate of
incorporation. Only persons who are selected and recommended by the
corporation's board of directors or by a committee of such board designated to
make nominations, or who are nominated by a stockholder who has given timely
written notice in proper form in accordance with SECTION 2.8 hereof, to the
secretary of the corporation prior to a meeting at which directors are to be
elected will be eligible for election as directors, such determination to be
made by the presiding officer of such meeting.

         Section 3.4  PLACE OF MEETINGS; MEETINGS BY TELEPHONE

         The board of directors of the corporation may hold meetings, both
regular and special, either within or outside the State of Delaware. Unless
otherwise restricted by the certificate of incorporation or these by-laws,
members of the board of directors, or any committee designated by the board of
directors, may participate in a meeting of the board of directors, or any
committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at the
meeting.

         Section 3.5  REGULAR MEETINGS

         Regular meetings of the board of directors may be held without notice
at such time and at such place as shall from time to time be determined by the
board.

         Section 3.6  SPECIAL MEETINGS; NOTICE

         Special meetings of the board of directors for any purpose or purposes
may be called at any time by the chairman of the board, the president, any vice
president, the secretary or any two (2) directors.

         Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the corporation. If the notice is mailed, it
shall be deposited in the United States mail at least four (4) days before the
time of the holding of the meeting. If the notice is delivered personally or by
telephone or by telegram, it shall be delivered personally or by telephone or to
the telegraph company at least forty-eight (48) hours before the time of the
holding of the meeting. Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly


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communicate it to the director. The notice need not specify the purpose or the
place of the meeting, if the meeting is to be held at the principal executive
office of the corporation.

         Section 3.7  WAIVER OF NOTICE

         Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of incorporation or
these by-laws, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person 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. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the directors, or members of a committee of
directors, need be specified in any written waiver of notice unless so required
by the certificate of incorporation or these by-laws.

         Section 3.8  BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

         Unless otherwise restricted by the certificate of incorporation or
these by-laws, any action required or permitted to be taken at any meeting of
the board of directors, or of any committee thereof, may be taken without a
meeting if all members of the board or committee, as the case may be, consent
thereto in writing and the writings are filed with the minutes of proceedings of
the board or committee.

         Section 3.9  FEES AND COMPENSATION OF DIRECTORS

         Unless otherwise restricted by the certificate of incorporation or
these by-laws, the board of directors shall have the authority to fix the
compensation of directors.

         Section 3.10  APPROVAL OF LOANS TO OFFICERS

         The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, whenever, in the judgment of the directors, such
loan, guaranty or assistance may reasonably be expected to benefit the
corporation. The loan, guaranty or other assistance may be with or without
interest and may be unsecured, or secured in such manner as the board of
directors shall approve, including, without limitation, a pledge of share of
stock of the corporation. Nothing in this section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.


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                                   ARTICLE IV

                                   COMMITTEES

         Section 4.1  COMMITTEES OF DIRECTORS

         The board of directors may, by resolution passed by a majority of the
whole board, designate one or more committees, with each committee to consist of
one or more of the directors of the corporation. The board may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
board of directors or in the by-laws of the corporation, shall have and may
exercise all the powers and authority of the board of directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers that may require it; but no
such committee shall have the power or authority to (i) amend the certificate of
incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the board of directors as provided in Section 151(a) of the General
Corporation Law of Delaware, fix the designations and any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion into, or the
exchange of such shares for, shares of any other class or classes or any other
series of the same or any other class or classes of stock of the corporation or
fix the number of share of any series of stock or authorize the increase or
decrease of the share of any series), (ii) adopt an agreement of merger or
consolidation under Sections 251 or 252 of the General Corporation Law of
Delaware, (iii) recommend to the stockholders the sale, lease or exchange of all
or substantially all of the corporation's property and assets, (iv) recommend to
the stockholders a dissolution of the corporation or a revocation of a
dissolution, or (v) amend the by-laws of the corporation; and, unless the board
resolution establishing the committee, the by-laws or the certificate of
incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a certificate of ownership and merger pursuant to Section 253 of the General
Corporation Law of Delaware.

         Section 4.2  COMMITTEE MINUTES

         Each committee shall keep regular minutes of its meetings and report
the same to the board of directors when required.

         Section 4.3  MEETINGS AND ACTIONS OF COMMITTEES

         Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of these by-laws and the certificate of
incorporation with such changes in the context thereof as are necessary to
substitute the committee and its members for the board of directors and its
members; provided, however, that the time of regular meetings of committees may
be determined either by resolution of the board of directors or by resolution of


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the committee, that special meetings of committees may also be called by
resolution of the board of directors and that notice of special meetings of
committees shall also be given to all alternate members, who shall have the
right to attend all meetings of the committee. The board of directors may adopt
rules for the government of any committee not inconsistent with the provisions
of these by-laws.

                                    ARTICLE V

                                    OFFICERS

         Section 5.1  OFFICERS

         The officers of the corporation shall be a president, a secretary, and
a chief financial officer. The corporation may also have, at the discretion of
the board of directors, a chairman of the board, one or more vice presidents,
one or more assistant vice presidents, one or more assistant secretaries, one or
more assistant treasurers, and any such other officers as may be appointed in
accordance with the provisions of SECTION 5.3 of these by-laws. Any number of
offices may be held by the same person.

         Section 5.2  APPOINTMENT OF OFFICERS

         The officers of the corporation, except such officers as may be
appointed (including those being appointed to fill any vacancy) in accordance
with the provisions of SECTIONS 5.3 of these by-laws, shall be appointed by the
board of directors, subject to the rights, if any, of an officer under any
contract of employment.

         Section 5.3  SUBORDINATE OFFICERS

         The board of directors may appoint, or empower the president to
appoint, such other officers and agents as the business of the corporation may
require, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these by-laws or as the board of
directors may from time to time determine.

         Section 5.4  REMOVAL AND RESIGNATION OF OFFICERS

         Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the board of directors at any regular or
special meeting of the board of directors or, except in the case of an officer
chosen by the board of directors, by any officer upon whom such power or removal
may be conferred by the board of directors.

         Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.


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         Section 5.5  CHAIRMAN OF THE BOARD

         The chairman of the board, if such an officer be elected, shall, if
present, preside at meetings of the board of directors and exercise and perform
such other powers and duties as may from time to time be assigned to him by the
board of directors or as may be prescribed by these by-laws. If there is no
president, then the chairman of the board shall also be the chief executive
officer of the corporation and shall have the powers and duties prescribed in
SECTION 5.6 of these by-laws.

         Section 5.6  PRESIDENT

         Subject to such supervisory powers, if any, as may be given by the
board of directors to the chairman of the board, if there be such an officer,
the president shall be the chief executive officer of the corporation and shall,
subject to the control of the board of directors, have general supervision,
direction, and control of the business and the officers of the corporation. He
shall preside at all meetings of the stockholders and, in the absence or
nonexistence of a chairman of the board, at all meetings of the board of
directors. He shall have the general powers and duties of management usually
vested in the office of president of a corporation and shall have such other
powers and duties as may be prescribed by the board of directors or these
by-laws.

         Section 5.7  VICE PRESIDENTS

         In the absence or disability of the president, the vice presidents, if
any, in order of their rank as fixed by the board of directors or, if not
ranked, a vice president designated by the board of directors, shall perform all
the duties of the president and when so acting shall have all the powers of, and
be subject to all restrictions upon, the president. The vice presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the board of directors, these by-laws, the
president or the chairman of the board.

         Section 5.8  SECRETARY

         The secretary shall keep or cause to be kept, at the principal
executive office of the corporation or such other place as the board of
directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and stockholders. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at directors'
meetings or committee meetings, the number of shares present or represented at
stockholders' meetings, and the proceedings thereof.

         The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the board of
directors, a share register, or a duplicate share register, showing the names of
all stockholders and their addresses, the number and classes of shares held by
each, the number and date of certificates evidencing such shares, and the number
and date of cancellation of every certificate surrendered for cancellation.


                                       10

<PAGE>   13

         The secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the board of directors required to be given by law or
by these by-laws. He shall keep the seal of the corporation, if one be adopted,
in safe custody and shall have such other powers and perform such other duties
as may be prescribed by the board of directors or by these by-laws.

         Section 5.9  CHIEF FINANCIAL OFFICER

         The chief financial officer shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
it assets, liabilities, receipts, disbursements, gains, losses, capital retained
earnings, and shares. The books of account shall at all reasonable times be open
to inspection by any director and he shall report on the financial condition of
the corporation, and shall have such other powers and perform such other duties
as may be prescribed by the board of directors or these by-laws.

                 5.9A TREASURER

         The treasurer shall deposit all moneys and other valuables in the name
and to the credit of the corporation with such depositories as may be designated
by the board of directors. He shall disburse the funds of the corporation as may
be ordered by the board of directors, whenever they request it, and account for
all his transactions as treasurer, and shall have such other powers and perform
such other duties as may be prescribed by the board of directors or these
by-laws.


         Section 5.10  ASSISTANT SECRETARY

         The assistant secretary, or, if there is more than one, the assistant
secretaries in the order determined by the stockholders or board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the secretary or in the event of his ability 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 may be prescribed by the
board of directors or these by-laws.

         Section 5.11  ASSISTANT TREASURER

         The assistant treasurer, or, if there is more than one, the assistant
treasurers, in the order determined by the stockholders or board of directors
(or if there be no such determination, then in the order of their election),
shall, in the absence of the chief financial officer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
chief financial officer and shall perform such other duties and have such other
powers as may be prescribed by the board of directors or these by-laws.

         Section 5.12  REPRESENTATION OF SHARES OF OTHER CORPORATIONS

         The chairman of the board, the president, any vice president, the chief
financial officer, the secretary or assistant secretary of this corporation, or
any other person authorized by the board of directors or the president or a vice
president, is authorized to vote, represent, and


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<PAGE>   14

exercise on behalf of this corporation all rights incident to any and all shares
of any other corporation or corporations standing in the name of this
corporation. The authority granted herein may be exercised either by such person
directly or by any other person authorized to do so by proxy or power of
attorney duly executed by such person having the authority.

         Section 5.13  AUTHORITY AND DUTIES OF OFFICERS

         In addition to the foregoing authority and duties, all officers of the
corporation shall respectively have such authority and perform such duties in
the management of the business of the corporation as may be designated from time
to time by the board of directors or the stockholders.

                                   ARTICLE VI

                                    INDEMNITY

         Section 6.1  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 he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement (if such settlement is approved
in advance by the corporation, which approval shall not be unreasonably
withheld) actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

         Section 6.2  ACTIONS BY OR IN THE RIGHT OF THE CORPORATION

         The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
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)
and amounts paid in settlement (if such settlement is approved in advance by the
corporation, which approval shall not be unreasonably withheld) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in manner he reasonably believed


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<PAGE>   15

to be in or not opposed to the best interests of the corporation, 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 Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper. Notwithstanding any other provision of this ARTICLE VI, no person shall
be indemnified hereunder for any expenses or amounts paid in settlement with
respect to any action to recover short-swing profits under Section 16(b) of the
Securities Exchange Act of 1934, as amended.

         Section 6.3  SUCCESSFUL DEFENSE

         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 SECTIONS 6.1 AND 6.2, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

         Section 6.4  DETERMINATION OF CONDUCT

         Any indemnification under SECTIONS 6.1 AND 6.2 (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that the indemnification of the director, officer, employee
or agent is proper in the circumstances because he has met the applicable
standard of conduct set forth in SECTIONS 6.1 AND 6.2. 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 or (b) or
if such 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. Notwithstanding the foregoing, a director,
officer, employee or agent of the corporation shall be entitled to contest any
determination that the director, officer, employee or agent has not met the
applicable standard of conduct set forth in SECTIONS 6.1 AND 6.2 by petitioning
a court of competent jurisdiction.

         Section 6.5  PAYMENT OF EXPENSES IN ADVANCE

         Expenses incurred in defending a civil or criminal action, suit or
proceeding, by an individual who may be entitled to indemnification pursuant to
SECTION 6.1 OR 6.2, shall 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, officer, employee or agent to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this ARTICLE VI.

         Section 6.6  INDEMNITY NOT EXCLUSIVE

         The indemnification and advancement of expenses provided by or granted
pursuant to the other sections of this ARTICLE VI shall not be deemed exclusive
of any other rights to which those


                                       13

<PAGE>   16

seeking indemnification or advancement of expenses may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in such persons' official capacity and as to action in another
capacity while holding such office.

         Section 6.7  INSURANCE INDEMNIFICATION

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

         Section 6.8  THE CORPORATION

         For purposes of this ARTICLE VI, 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, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under and subject to the provisions of this ARTICLE VI (including,
without limitation the provisions of SECTION 6.4) with respect to the resulting
or surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

         Section 6.9  EMPLOYEE BENEFIT PLANS

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


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<PAGE>   17

         Section 6.10  CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF
                       EXPENSES

         The indemnification and advancement of expenses provided by, or granted
pursuant to, this ARTICLE VI shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                                  ARTICLE VII

                               RECORDS AND REPORTS

         Section 7.1  MAINTENANCE AND INSPECTION OF RECORDS

         The corporation shall, either at its principal executive officer or at
such place or places as designated by the board of directors, keep a record of
its stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these by-laws as amended to date,
accounting books, and other records.

         Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent to so act on
behalf of the stockholder. The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal place of
business.

         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, 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, an may be inspected by any stockholder who is present.

         Section 7.2  INSPECTION BY DIRECTORS

         Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders, and its other books and records for a
purpose reasonably related to his position as a director. The Court of Chancery
in Delaware is hereby vested with the exclusive jurisdiction to determine
whether a director is entitled to the inspection sought. The Court may summarily


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<PAGE>   18

order the corporation to permit the director to inspect any and all books and
records, the stock ledger, and the stock list and to make copies or extracts
therefrom. The Court may, in its discretion, prescribe any limitations or
conditions with reference to the inspection, or award such other and further
relief as the Court may deem just and proper.

         Section 7.3  ANNUAL STATEMENT TO STOCKHOLDERS

         The board of directors shall present at each annual meeting, and at any
special meeting of the stockholders when called for by vote of the stockholders,
a full and clear statement of the business and condition of the corporation.

                                  ARTICLE VIII

                                 GENERAL MATTERS

         Section 8.1  CHECKS

         From time to time, the board of directors shall determine by resolution
which person or person may sign or endorse all checks, drafts, other orders for
payment of money, notes or other evidences of indebtedness that are issued in
the name of or payable to the corporation, and other the persons so authorized
shall sign or endorse those instruments.

         Section 8.2  EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

         The board of directors, except as otherwise provided in these by-laws,
may authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the board of directors or within the agency
power of an officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.

         Section 8.3  STOCK CERTIFICATES; PARTLY PAID SHARES

         The shares of the corporation shall be represented by certificates,
provided that the board of directors of the corporation may provide by
resolution or resolutions 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 chief
financial officer or an assistant treasurer, or the secretary or an assistant
secretary of such corporation representing the number of shares registered in
certificate form. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate has ceased to be
such officer,


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<PAGE>   19

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.

         The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each stock certificate issued to represent
any such partly paid shares, upon the books and records of the corporation in
the case of uncertificated partly paid shares, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
Upon the declaration of any dividend on fully paid shares, the corporation shall
declare a dividend upon partly paid shares of the same class, but only upon the
basis of the percentage of the consideration actually paid thereon.

         Section 8.4  SPECIAL DESIGNATION ON CERTIFICATES

         If the corporation is authorized to issue more than one class of stock
or more than one series of any class, then the powers, the designations, the
preferences, and the relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the corporation shall
issue to represent such class or series of stock; provided, however, that,
except as otherwise provided in Section 202 of the General Corporation Law of
Delaware, in lieu of the foregoing requirements there may be set forth on the
face of back of the certificate that the corporation shall issue to represent
such class or series of stock a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, the designations,
the preferences, and the relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

         Section 8.5  LOST CERTIFICATES

         Except as provided in this SECTION 8.5, no new certificate for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and cancelled at the same time. The corporation
may issue a new certificate of stock or uncertificated shares in the place of
any certificate previously issued by it, alleged to have been lost, stolen or
destroyed, and the corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate or uncertificated shares.

         Section 8.6  CONSTRUCTION; DEFINITIONS

         Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the General Corporation Law of Delaware shall
govern the construction of these by-laws. Without limiting the generality of
this provision, the singular number includes the plural, the plural number
includes the singular, and the term "person" includes both a corporation and a
natural person.


                                       17


<PAGE>   20

         Section 8.7  DIVIDENDS

         The directors of the corporation, subject to any restrictions contained
in (i) the General Corporation Law of Delaware or (ii) the certificate of
incorporation, may declare and pay dividends upon the shares of its capital
stock. Dividends may be paid in cash, in property, or in shares of the
corporation's capital stock.

         The directors of the corporation may set apart out of any of the funds
of the corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve. Such purposes shall include but not be
limited to equalizing dividends, repairing or maintaining any property of the
corporation, and meeting contingencies.

         Section 8.8  FISCAL YEAR

         The fiscal year of the corporation shall be fixed by resolution of the
board of directors and may be changed by the board of directors.

         Section 8.9  SEAL

         The corporation may adopt a corporate seal, which shall be adopted and
which may be altered by the board of directors, and may use the same by causing
it or a facsimile thereof to be impressed or affixed or in any other manner
reproduced.

         Section 8.10  TRANSFER OF STOCK

         Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction in its books.

         Section 8.11  STOCK TRANSFER AGREEMENTS

         The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock of
the corporation to restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the General Corporation Law of Delaware.

         Section 8.12  REGISTERED STOCKHOLDERS

         The corporation shall be entitled to recognize the exclusive right of a
person registered on its books and the owner of shares to receive dividends and
to vote as such owner, shall be entitled to hold liable for calls and
assessments the 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 another person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.


                                       18

<PAGE>   21

                                   ARTICLE IX

                                   AMENDMENTS

         The by-laws of the corporation may be adopted, amended or repealed by
the stockholders entitled to vote; provided, however, that the corporation may,
in its certificate of incorporation, confer the power to adopt, amend or repeal
by-laws upon the directors. The fact that such power has been so conferred upon
the directors shall not divest the stockholders of the power, nor limit their
power to adopt, amend or repeal by-laws.


                                       19