<PAGE>

                                  EXHIBIT 3.2
<PAGE>

                      FIRST AMENDED AND RESTATED BYLAWS OF

                         INTEGRATED ORTHOPAEDICS, INC.

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>


<C>            <S>                                                <C>
ARTICLE I.     NAMES AND OFFICES................................   1
         1.01  Name.............................................   1
         1.02  Principal Office.................................   1
         1.03  Other Offices....................................   1

ARTICLE II.    SHAREHOLDERS' MEETINGS...........................   1
         2.01  Place of Meetings................................   1
         2.02  Annual Meeting...................................   1
         2.03  Special Meetings.................................   1
         2.04  Notice...........................................   1
         2.05  Quorum...........................................   2
         2.06  Majority Vote; Withdrawal of Quorum..............   2
         2.07  Method of Voting.................................   2
         2.08  Voting List......................................   3
         2.09  Record Date; Closing Transfer Books..............   3
         2.10  Registered Shareholders..........................   3
         2.11  Action Without Meeting...........................   3
         2.12  Order of Business at Meetings; Rules of Meeting..   3

ARTICLE III.   DIRECTORS........................................   4
         3.01  Management.......................................   4
         3.02  Number; Qualifications; Election; Term...........   4
         3.03  Change in Number.................................   5
         3.04  Removal..........................................   5
         3.05  Vacancies........................................   5
         3.06  Election of Directors............................   5
         3.07  Chairman of the Board of Directors...............   5
         3.08  Place of Meetings................................   5
         3.09  First Meeting....................................   5
         3.10  Regular Meetings.................................   5
</TABLE>

                                       i
<PAGE>

         3.11  Special Meetings.................................   6
         3.12  Quorum; Majority Vote............................   6
         3.13  Compensation.....................................   6
         3.14  Procedure........................................   6
         3.15  Action Without Meeting...........................   6
         3.16  Interested Directors, Officers and Shareholders..   6

ARTICLE IV.    COMMITTEES.......................................   7
         4.01  Designation......................................   7
         4.02  Number; Qualification; Term......................   7
         4.03  Authority........................................   7
         4.04  Regular Meetings.................................   8
         4.05  Special Meetings.................................   8
         4.06  Quorum; Majority Vote............................   9
         4.07  Minutes..........................................   9
         4.08  Compensation.....................................   9
         4.09  Responsibility...................................   9
         4.10  Acquisition and Budget Committee.................   9

ARTICLE V.     NOTICE...........................................   9
         5.01  Method...........................................   9
         5.02  Waiver...........................................  10

ARTICLE VI.    OFFICERS AND AGENTS..............................  10
         6.01  Number; Qualification; Election; Term............  10
         6.02  Removal..........................................  11
         6.03  Vacancies........................................  11
         6.04  Authority........................................  11
         6.05  Compensation.....................................  11
         6.06  Executive Chairman of the Board..................  11
         6.07  Chief Executive Officer..........................  11
         6.08  President........................................  11
         6.09  Vice President...................................  12
         6.10  Secretary........................................  12
         6.11  Assistant Secretary..............................  12
         6.12  Treasurer........................................  12
         6.13  Assistant Treasurer..............................  13

                                      ii
<PAGE>

ARTICLE VII.   CERTIFICATES AND SHAREHOLDERS....................  13
         7.01  Certificates.....................................  13
         7.02  Issuance.........................................  13
         7.03  Payment for Shares...............................  14
         7.04  Subscriptions....................................  14
         7.05  Lien.............................................  14
         7.06  Lost, Stolen or Destroyed Certificates...........  14
         7.07  Registration of Transfer.........................  15
         7.08  Registered Owner.................................  15

ARTICLE VIII.  GENERAL PROVISIONS...............................  16
         8.01  Dividends and Reserves...........................  16
         8.02  Books and Records................................  16
         8.03  Annual Statement.................................  16
         8.04  Checks and Notes.................................  17
         8.05  Fiscal Year......................................  17
         8.06  Seal.............................................  17
         8.07  Indemnification of Officers and Directors........  17
         8.08  Resignation......................................  17
         8.09  Limitation of Liability..........................  17
         8.10  Contracts........................................  17
         8.11  Loans............................................  17
         8.12  Nonexecutive Chairman of the Board...............  18
         8.14  Conflicts........................................  18
         8.15  Persons and Numbers..............................  18
         8.16  Construction and Interpretation..................  18
         8.17  Table of Contents; Headings......................  18


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<PAGE>

                       FIRST AMENDED AND RESTATED BYLAWS
                                      OF
                         INTEGRATED ORTHOPAEDICS, INC.

                             (A TEXAS CORPORATION)

ARTICLE I.  NAMES AND OFFICES

     1.01 Name.  The name of the Corporation shall be Integrated Orthopaedics,
Inc.

     1.02 Principal Office.  The principal office shall be 5858 Westheimer,
Suite 500, Houston, Texas 77057.

     1.03 Other Offices.  The Corporation may also have an office or offices at
such other place or places, within or without the State of Texas, as the Board
of Directors may from time to time designate or the business of the Corporation
may require.

ARTICLE II.  SHAREHOLDERS' MEETINGS

     2.01 Place of Meetings.  All meetings of the shareholders for the election
of Directors shall be held at such time and place, within or without the State
of Texas, as shall be stated in the Notice of the Meeting or in a duly executed
Waiver of Notice thereof.

     2.02 Annual Meeting.  An Annual Meeting of the shareholders shall be held
at such place, within or without the State of Texas, on such date and at such
time as the Board of Directors shall fix each year as set forth in the notice of
meeting for the purpose of electing Directors and for the transaction of any and
all such other business as may be properly brought before or submitted to the
meeting.

     2.03 Special Meetings.  Special Meetings of the shareholders, for any
purpose or purposes, may be called by the President, the Board of Directors, or
the holders of fifty percent (50%) of all the shares entitled to vote at the
meetings. Business transacted at a Special Meeting shall be confined to the
objects stated in the Notice of the meeting.

     2.04 Notice.  Written or printed notice stating the place, day and hour of
the meeting and, in case of a Special Meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) or more than
sixty (60) days before the date of the meeting, either personally or by mail, by
or at the direction of the President, the Secretary, or
<PAGE>

the officer or person calling the meeting, to each shareholder of record
entitled to vote at the meeting. If mailed, such Notice shall be deemed to be
delivered when deposited in the United States mail addressed to the shareholder
at his address as it appears on the stock transfer books of the Corporation,
with postage thereon prepaid.

     2.05 Quorum.  The holders of a majority of the shares issued and
outstanding and entitled to vote, represented in person or represented by proxy,
shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by statute, by the Articles
of Incorporation of the Corporation (the "Articles of Incorporation"), or by
these Bylaws.  If a quorum is not present or represented at a meeting of the
shareholders, the shareholders entitled to vote, present in person or
represented by proxy, shall have power to adjourn 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 which might have been transacted
at the meeting as originally notified.

     2.06 Majority Vote; Withdrawal of Quorum.  When a quorum is present at any
meeting, the vote of the holders of a majority of the shares having 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 statutes or of the Articles of Incorporation or of these
Bylaws, a vote of a greater number is required, in which case such express
provision shall govern and control the decision of such question.  The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

     2.07 Method of Voting.  Each outstanding share, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, except to the extent that the voting rights of the shares of any
class or classes are limited or denied by the Articles of Incorporation. At any
meeting of the shareholders, every shareholder having the right to vote may vote
either in person or by proxy executed in writing by the shareholder or by his
duly authorized attorney-in-fact.  No proxy shall be valid after eleven (11)
months from the date of its execution, unless otherwise provided in the proxy.
Each proxy shall be revocable unless expressly provided therein to be
irrevocable and unless otherwise made irrevocable by law.  Each proxy shall be
filed with the Secretary of the Corporation prior to or at the time of the
meeting.  Voting for Directors shall be in accordance with Section 3.06 of these
Bylaws.  Any vote may be taken by voice or by show of hands unless someone
entitled to vote objects, in which case written ballots shall be used.  At all
elections of Directors, or any other case in which the inspectors may act, two
inspectors of election may be appointed by

                                       2
<PAGE>

the Chairman of the meeting; provided that, the failure to appoint inspectors of
election shall not invalidate any action taken at any shareholders' meeting.

     2.08 Voting List.  At least ten (10) days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, with the address of each and the number
of voting shares held by each, shall be prepared by the officer or agent having
charge of the stock transfer books.  The list, for a period of ten (10) days
prior to the meeting, shall be kept on file at the registered office of the
Corporation and shall be subject to inspection by any shareholder at any time
during usual business hours.  The list shall also be produced and kept open at
the time and place of the meeting during the whole time thereof, and shall be
subject to the inspection of any shareholder during the whole time of the
meeting.

     2.09 Record Date; Closing Transfer Books.  The Board of Directors may fix
in advance a record date for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of the shareholders, the record date to be not
less than ten (10) nor more than sixty (60) days prior to the meeting; or the
Board of Directors may close the stock transfer books for such purpose for a
period of not less than ten (10) nor more than sixty (60) days prior to such
meeting.  In the absence of any action by the Board of Directors, the date upon
which the notice of the meeting is mailed shall be the record date.

     2.10 Registered Shareholders.  The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact of
such share or shares for all purposes, and accordingly shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other notice of
such claim or interest, except as expressly provided by the laws of the State of
Texas.

     2.11 Action Without Meeting.  Any action required by statute to be taken at
a meeting of the shareholders, or any action which may be taken at a meeting of
the shareholders, may be taken without a meeting, without prior notice, and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by holders of shares having not less than the minimum number of
votes that would be necessary to take such action at a meeting at which the
holders of all shares entitled to vote on the action were present and voted.
The signed consent, or a signed copy, shall be placed in the Minute Book.

     2.12 Order of Business at Meetings; Rules of Meeting.  The order of
business at Annual Meetings and, so far as practicable, at other meetings of
shareholders, shall be as

                                       3
<PAGE>

follows unless changed by the Board of Directors in its sole discretion and
without notice requirements:

          (1)  Call to order;
          (2)  Proof of due notice of meeting;
          (3)  Determination of quorum and examination of proxies;
          (4)  Announcement of availability of voting list (see Bylaw 2.08);
          (5)  Announcement of distribution of annual statement (see Bylaw
                 7.03);
          (6)  Reading and disposing of minutes of last meeting of shareholders;
          (7)  Reports of officers and committees;
          (8)  Appointment of voting inspectors;
          (9)  Election of Directors;
          (10) Report of voting inspectors;
          (11) Unfinished business;
          (12) New business; and
          (13) Adjournment.

The rules that shall govern the meeting shall be those established by the Board
of Directors.

ARTICLE III.   DIRECTORS

     3.01 Management.  The business and affairs of the Corporation shall be
managed by the Board of Directors who may exercise all such powers of the
Corporation and do all such lawful acts and things as are not (by statue or by
the Articles of Incorporation or by these Bylaws) directed or required to be
exercised or done by the shareholders.

     3.02 Number; Qualifications; Election; Term.  The Board of Directors shall
consist of at least two (2) Directors, none of whom need to be shareholders or
residents of any particular state.  The first Board of Directors shall consist
of the number of Directors named in the Articles of Incorporation.  Thereafter,
the number of Directors which shall constitute the entire Board of Directors
shall be determined by resolution of the Board of Directors at any meeting
thereof or by the shareholders at any meeting thereof; provided, however, that
at all times during which shares of the Corporation's Series B Convertible, Non-
Redeemable Preferred Stock, par value $0.01 per share (the "Series B
Preferred"), shall be outstanding, such number of Directors constituting the
entire Board of Directors shall not be greater than eight without the prior
affirmative vote (at a meeting duly called and held) or written consent of the
holders of two-thirds of the outstanding shares of Series B Preferred.  The
Directors shall be elected at the Annual Meeting of the shareholders, except as
provided in Bylaws 3.03 and

                                       4
<PAGE>

3.05. Each Director elected shall hold office until his successor shall be
elected and shall qualify.

     3.03 Change in Number.  Subject to the restrictions set forth in Section
3.02, the number of Directors may be increased or decreased from time to time by
amendment to these Bylaws, but no decrease shall have the effect of shortening
the term of any incumbent Director.  Any directorship to be filled by reason of
an increase in the number of Directors shall be filled by election at an Annual
Meeting or at a Special Meeting of Shareholders called for that purpose.

     3.04 Removal.  Any Director may be removed, with or without cause, at any
Special or Annual Meeting of Shareholders by the affirmative vote of a majority
in number of shares of the shareholders present in person or by proxy at such
meeting and entitled to vote for the election of such Director if notice of
intention to act upon such matter shall have been given in the notice calling
such meeting.

     3.05 Vacancies.  Any vacancy occurring in the Board of Directors (by death,
resignation, removal or otherwise) may be filled by an affirmative vote of a
majority of the Directors then in office though less than a quorum of the Board
of Directors.  A Director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office.

     3.06 Election of Directors.  Directors shall be elected by majority vote.

     3.07 Chairman of the Board of Directors.  The Board of Directors may elect
a Chairman to preside at all meetings of the Board of Directors and the
shareholders, and invest him with such powers and delegate to him such duties as
the Board of Directors may from time to time designate.  In the event no
Chairman is elected, or the designated Chairman is unable to act, the President
shall preside at meetings of the Board of Directors.

     3.08 Place of Meetings.  Meetings of the Board of Directors, Regular or
Special, may be held either within or without the State of Texas.

     3.09 First Meeting.  The first meeting of each newly elected Board shall be
held without further notice, immediately following the Annual Meeting of
Shareholders, and at the same place, unless (by unanimous consent of the
Directors then elected and serving) such time or place shall be changed.

                                       5
<PAGE>

     3.10 Regular Meetings.  Regular Meetings of the Board of Directors may be
held without notice at such time and place as shall from time to time be
determined by the Board.

     3.11  Special Meetings.  Special Meetings of the Board of Directors may be
called by the Chairman of the Board of Directors or the President on three (3)
days' notice to each Director, either personally or by mail or by telegram.
Special Meetings shall be called by the President or Secretary in like manner
and on like notice by a majority of the Directors.  Except as otherwise
expressly provided by statute, or by the Articles of Incorporation, or by these
Bylaws, neither the business to be transacted at, nor the purpose of, any
Special Meeting need be specified in a Notice or Waiver of Notice.

     3.12 Quorum; Majority Vote.  At all meetings of the Board of Directors, a
majority of the Directors shall constitute a quorum for the transaction of
business.  The act of a majority of the Directors present at any meeting at
which a quorum is present shall be the act of the Board of Directors, unless the
act of a greater number is required by statute or by the Articles of
Incorporation or by these Bylaws.  If a quorum is not present at a meeting of
the Board of Directors, the Directors present may adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
is present.

     3.13 Compensation.  By resolution of the Board of Directors, the Directors
may be paid their expenses, if any, of attendance at each 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 therefore.  Members of the executive committee or of a
special or standing committee may, by resolution of the Board of Directors, be
allowed like compensation for attending committee meetings.

     3.14 Procedure.  The Board of Directors shall keep regular minutes of its
proceedings.  The Minutes shall be placed in the Minute Book of the Corporation.

     3.15 Action Without Meeting.  Any action required or permitted to be taken
at a meeting of the Board of Directors may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by all the
members of the Board of Directors.  Such consent shall have the same force and
effect as an unanimous vote at a meeting.  The signed consent, or a signed copy,
shall be placed in the Minute Book.

     3.16 Interested Directors, Officers and Shareholders.  No contract or other
transaction between the Corporation and any of its Directors, officers or
shareholders (or any

                                       6
<PAGE>

corporation or firm which any of them are directly or indirectly interested)
shall be invalid solely because of this relationship or because of the presence
of such Director, officer or shareholder at the meeting authorizing such meeting
or authorization provided that (a) the material facts of the relationship or
interest of each such Director, officer or shareholder are known or disclosed
and (b) the contract of transaction is fair to the Corporation as of the time it
is authorized or ratified by the Board of Directors, a committee of the Board or
the shareholders.

ARTICLE IV.    COMMITTEES

     4.01 Designation.  The Board of Directors may, by resolution adopted by a
majority of the entire Board of Directors, designate one or more committees.

     4.02 Number; Qualification; Term.  The Board of Directors, by resolution
adopted by a majority of the entire Board of Directors, shall designate one or
more of its members as members of any committee and may designate one or more of
its members as alternate members of any committee, who may, subject to any
limitations imposed by the Board of Directors, replace absent or disqualified
members at any meeting of that committee.  The number of committee members may
be increased or decreased from time to time by resolution adopted by a majority
of the entire Board of Directors.  Each committee member shall serve as such
until the earliest of (i) the expiration of his term as Director, (ii) his
resignation as a committee member or as a Director, or (iii) his removal, as a
committee member or as a Director.

     4.03 Authority.  Each committee, to the extent expressly provided herein or
in the resolution establishing such committee, shall have and may exercise all
of the authority of the Board of Directors, including, without limitation, the
authority to authorize a distribution and to authorize the issuance of shares of
the Corporation.  Notwithstanding the foregoing, however, no committee shall
have the authority of the Board of Directors in reference to:

          (a)  amending the Articles of Incorporation, except that a committee
               may, to the extent provided in the resolution designating that
               committee, exercise the authority of the Board of Directors
               vested in it in accordance with Article 2.13 of the Texas
               Business Corporation Act;

          (b)  proposing a reduction of the stated capital of the Corporation in
               the manner permitted by Article 4.12 of the Texas Business
               Corporation Act;

                                       7
<PAGE>

          (c)  approving a plan of merger or share exchange of the Corporation;

          (d)  recommending to the shareholders the sale, lease, or exchange of
               all or substantially all of the property and assets of the
               Corporation otherwise than in the usual and regular course of its
               business;

          (e)  recommending to the shareholders a voluntary dissolution of the
               Corporation or a revocation thereof;

          (f)  amending, altering, or repealing these Bylaws or adopting new
               Bylaws of the Corporation;

          (g)  filling vacancies in the Board of Directors;

          (h)  filling vacancies in, or designating alternate members of, any
               committee;

          (i)  filling any directorship to be filled by reason of an increase in
               the number of Directors;

          (j)  electing or removing officers of the Corporation or members or
               alternate members of any committee;

          (k)  fixing the compensation of any member or alternate member of any
               committee; or

          (l)  altering or repealing any resolution of the Board of Directors
               that by its terms provides that it shall not be amendable or
               repealable.

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

     4.05 Special Meetings.  Special meetings of any committee may be held
whenever called by any committee member.  The committee member calling any
Special Meeting shall cause Notice of such Special Meeting, including therein
the time and place of such Special Meeting, to be given to each committee member
at least two days before such Special Meeting.  Neither the business to be
transacted at, nor the purpose of, any Special Meeting of any committee need be
specified in the Notice or Waiver of Notice of any Special Meeting.

                                       8
<PAGE>

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

     4.07 Minutes.  Each committee shall cause minutes of its proceedings to be
prepared and shall report the same to the Board of Directors upon the request of
the Board of Directors.  The minutes of the proceedings of each committee shall
be delivered to the secretary of the Corporation for placement in the Minute
Book of the Corporation.

     4.08 Compensation.  Committee members may, by resolution of the Board of
Directors, be allowed a fixed sum and expenses of attendance, if any, for
attending any committee meetings or a stated salary.

     4.09 Responsibility.  The designation of any committee and the delegation
of authority to it shall not operate to relieve the Board of Directors or any
Director of any responsibility imposed upon it or such Director by law.

     4.10 Acquisition and Budget Committee.  Notwithstanding any other provision
hereof, without the affirmative recommendation of a majority of the members of
the acquisition and budget committee of the Board of Directors, the Board of
Directors shall not (a) authorize or approve, and shall not permit any officer,
employee or representative of the Corporation to cause, the Corporation or any
subsidiary of the Corporation, directly or indirectly, to acquire all or a
substantial portion of the assets, properties or capital stock of, or otherwise
combine with, any individual, corporation, partnership, association, trust or
other entity or (b) authorize or approve a budget for the Corporation.

ARTICLE V.  NOTICE

     5.01 Method.  Whenever by statute or the Articles of Incorporation or these
Bylaws, notice is required to be given to a Director or shareholder, and no
provision is made as to how the notice shall be given, it shall not be construed
to mean personal notice, but any such notice may be given (a) in writing, by
mail, postage prepaid, addressed to the Director or shareholder at the address
appearing on the books of the Corporation, or (b) in any other method permitted

                                       9
<PAGE>

by law. Any notice required or permitted to be given by mail shall be deemed
given at the time when the same is thus deposited in the United States mails.

     5.02 Waiver.  Whenever, by statute or the Articles of Incorporation or
these Bylaws, notice is required to be given to a shareholder or Director, a
Waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated in such notice, shall be
equivalent to the giving of such notice.  Attendance of a Director at a meeting
shall constitute a Waiver of Notice of such meeting, except where a Director
attends for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

ARTICLE VI.    OFFICERS AND AGENTS

     6.01  Number; Qualification; Election; Term.

          (a)  The Corporation shall have:

               (1) A President, a Vice President, a Secretary, and a Treasurer,
and

          (2) Such other officers (including an Executive Chairman of the Board,
a Nonexecutive Chairman of the Board, a Chief Executive Officer and additional
Vice Presidents) and assistant officers and agents as the Board of Directors may
think necessary; provided, that, prior to April 1, 1999, the Executive Chairman
of the Board and the Chief Executive Officer of the Corporation must be elected
by at least three-fourths of the entire Board of Directors.

          (b) No officer or agent need be a shareholder, a Director, or a
resident of Texas.

          (c) Officers named in Section 5.01(a)(1) shall be elected by the Board
of Directors on the expiration of an officer's term or whenever a vacancy
exists.  Officers and agents named in Section 5.01(a)(2) may be elected by the
Board at any meeting.

          (d) Unless otherwise specified by the Board at the time of election or
appointment, or in an employment contract approved by the Board, each officer's
and agent's term shall end at the first meeting of Directors after the next
Annual Meeting of Shareholders.  He shall serve until the end of his term or, if
earlier, his death, resignation, or removal.

                                       10
<PAGE>

          (e) Any two or more offices may be held by the same person.

     6.02 Removal.  Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the
best interests of the Corporation will be served thereby.  Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.

     6.03 Vacancies.  Any vacancy occurring in any office of the Corporation (by
death, resignation, removal or otherwise) may be filed by the Board of
Directors.

     6.04 Authority.  Officers and agents shall have such authority and perform
such duties in the management of the Corporation as are provided in these Bylaws
or as may be determined by resolution of the Board of Directors not inconsistent
with these Bylaws.

     6.05 Compensation.

          (a) The compensation of officers and agents shall be fixed from time
to time by the Board of Directors; provided, however, that all salary voted must
be no more than reasonable compensation for services rendered or to be rendered
to the Corporation.

          (b) Any payments made to an officer of the Corporation such as salary,
commission, bonus, interest, rent, or entertainment expenses incurred by him,
which shall be disallowed in whole or in part as a deductible expenses by the
Internal Revenue Service, shall be reimbursed by such officer to the Corporation
to the full extent of such disallowance.  It shall be the duty of the Directors,
as a Board, to enforce payment of such amount disallowed.

     6.06 Executive Chairman of the Board.  The Executive Chairman of the Board
shall have such powers and duties as may be prescribed by the Board of
Directors.

     6.07 Chief Executive Officer.  Unless otherwise provided by resolution of
at least three-fourths of the entire Board of Directors, the Executive Chairman
of the Board shall serve as Chief Executive Officer of the Corporation and shall
have such powers and duties as may be prescribed by the Board of Directors.

     6.08 President.  The President shall be the Chief Operating Officer of the
Corporation and shall perform such duties and have such authority and powers as
the Board of Directors and the Chief Executive Officer, if any, may from time to
time prescribe.

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<PAGE>

     6.09  Vice President.  The Vice Presidents in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the absence or
disability of the Chairman of the Board or President, perform the duties and
have the authority and exercise the powers of the Chairman of the Board or
President.  They shall perform such other duties and have such other authority
and powers as the Board of Directors may from time to time prescribe or as the
Chairman of the Board or President may from time to time delegate.

     6.10  Secretary.

          (a) The Secretary shall attend all meetings of the Board of Directors
and all meetings of the shareholders and record all votes and the Minutes of all
proceedings in a book to be kept for that purpose and shall perform like duties
for the Executive Committee when required.

          (b) He shall give, or cause to be given, notice of all meetings of the
shareholders and Special Meetings of the Board of Directors

          (c) He shall keep in safe custody the seal of the Corporation and,
when authorized by the Board of Directors or the Executive Committee, affix the
name to any instrument requiring it, and when so affixed, it shall be attested
by his signature or by the signature of the Treasurer or an Assistant Secretary.

          (d) He shall be under the supervision of the President.  He shall
perform such other duties and have such other authority and powers as the Board
of Directors may from time to time prescribe or as the President may from time
to time delegate.

     6.11 Assistant Secretary.  The Assistant Secretaries in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the Secretary, perform the duties and have the
authority to exercise the powers of the Secretary.  They shall perform such
other duties and have such other powers as the Board of Directors may from time
to time prescribe or as the President may from time to time delegate.

     6.12  Treasurer.

          (a) The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designed by the Board of Directors.

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          (b) He shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the President and Directors, at the Regular Meetings of the
Board, or whenever they may require it, an account of all his transactions as
Treasurer and of the financial condition of the Corporation.

          (c) If required by the Board of Directors, he shall give the
Corporation a bond in such form, in such sum, and with such surety or sureties
as shall be satisfactory to the Board for the faithful performance of the duties
of his office and for the restoration to the Corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property at whatever kind in his possession or under his control
belonging to the Corporation.

          (d) He shall perform such other duties and have such other authority
and powers as the Board of Directors may from time to time prescribe or as the
President may from time to time delegate.

     6.13 Assistant Treasurer.  The Assistant Treasurers in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the Treasurer, perform the duties and have the
authority to exercise the powers of the Treasurer.  They shall perform such
other duties and have such other powers as the Board of Directors may from time
to time prescribe or the President may from time to time delegate.

ARTICLE VII.   CERTIFICATES AND SHAREHOLDERS

     7.01 Certificates.  Certificates in the form determined by the Board of
Directors shall be delivered representing all shares to which shareholders are
entitled.  Certificates shall be consecutively numbered and shall be entered in
the books of the Corporation as they are issued.  Each certificate shall state
on the face thereof the holder's name, the number and class of shares, the par
value of shares or a statement that such shares are without par value, and such
other matters as may be required by law.  They shall be signed by the President
or a Vice President and such other officer or officers as the Board of Directors
shall designate, and may be sealed with the seal of the Corporation or a
facsimile thereof.  If any certificate is countersigned by a transfer agent, or
an assistant transfer agent or registered by a registrar (either of which is
other than the Corporation or an employee of the Corporation), the signature of
any such officer may be a facsimile.

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     7.02 Issuance.  Shares (both treasury and authorized but unissued) may be
issued for such consideration (not less than par value) and to such persons as
the Board of Directors may determine from time to time. Shares may not be issued
until the full amount of the consideration, fixed as provided by law, has been
paid.

     7.03  Payment for Shares.

          (a) Kind.  The consideration for the issuance of shares shall consist
of money paid, labor done (including services actually performed for the
Corporation), or property (tangible or intangible) actually received.  Neither
promissory notes nor the promise of future services shall constitute payment for
shares.

          (b) Valuation.  In the absence of fraud in the transaction, the
judgment of the Board of Directors as to the value of consideration received
shall be conclusive.

          (c) Effect.  When consideration, fixed as provided by law, has been
paid, the shares shall be deemed to have been issued and shall be considered
fully paid and nonassessable.

          (d) Allocation of Consideration.  The consideration received for
shares shall be allocated by the Board of Directors, in accordance with law,
between stated capital and capital surplus accounts.

     7.04 Subscriptions.  Unless otherwise provided, subscription of shares,
whether made before or after organization of the Corporation, shall be paid in
full at such time or in such installments and at such times as shall be
determined by the Board of Directors.  Any call made by the Board of Directors
for payment on subscriptions shall be uniform as to all shares of the same
series, as the case may be.  In case of default in the payment on any
installment or call when payment is due, the Corporation may proceed to collect
the amount due in the same manner as any debt due to the Corporation.

     7.05 Lien.  For any indebtedness of a shareholder to the Corporation, the
Corporation shall have a first and prior lien on all shares of its stock owned
by him and on all dividends or other distributions declared thereon.

     7.06 Lost, Stolen or Destroyed Certificates.  The Corporation shall issue a
new certificate in place of any certificate for shares previously issued if the
registered owner of the certificate:

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          (a) Claim.  Makes proof in affidavit form that it has been lost,
destroyed or wrongfully taken;

          (b) Timely Request.  Requests the issuance of a new certificate before
the Corporation has notice that the certificate has been acquired by a purchaser
for value in good faith and without notice of an adverse claim;

          (c) Bond.  Gives a bond in such form, and with such surety or
sureties, with fixed or open penalty, as the Corporation may direct, to
indemnify the Corporation (and its transfer agent and registrar, if any) against
any claim that may be made on account of the alleged loss, destruction, or theft
of the certificate; and

          (d) Other Requirements.  Satisfies any other reasonable requirements
imposed by the Corporation.  When a certificate has been lost, apparently
destroyed or wrongfully taken, and the holder of record fails to notify the
Corporation within a reasonable time after he has notice of it, and the
Corporation registers a transfer of the shares represented by the certificate
before receiving such notification, the holder of record is precluded from
making any claim against the Corporation for the transfer or for a new
certificate.

     7.07 Registration of Transfer.  The Corporation shall register the transfer
of a certificate for shares presented to it for transfer if:

          (a) Endorsement.  The certificate is properly endorsed by the
registered owner or by his duly authorized attorney;

          (b) Guaranty and Effectiveness of Signature.  The signature of such
person has been guaranteed by a national banking association or member of the
New York Stock Exchange, or reasonable assurance is given that such endorsements
are effective;

          (c) Adverse Claims.  The Corporation has no notice of an adverse claim
or has discharged any duty to inquire into such a claim; and

          (d) Collection of Taxes.  Any applicable law relating to the
collection of taxes has been complied with.

     7.08 Registered Owner.  Prior to due presentation for registration for
transfer of a certificate for shares, the Corporation may treat the registered
owner as the person exclusively

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entitled to vote, to receive notices and otherwise to exercise all the rights
and powers of a shareholder.

ARTICLE VIII.  GENERAL PROVISIONS

     8.01  Dividends and Reserves.

          (a) Declaration and Payment.  Subject to provisions of applicable
statutes and the Articles of Incorporation, dividends may be declared by the
Board of Directors at any regular or Special Meeting and may be paid in cash, in
property, or in shares of the Corporation.  The declaration and payment shall be
at the discretion of the Board of Directors.

          (b) Record Date.  The Board of Directors may fix in advance a record
date for the purpose of determining shareholders entitled to receive payment of
any dividend, the record date to be not more than sixty (60) days prior to the
payment date of such dividend, or the Board of Directors may close the stock
transfer books for such purpose for a period of not more than sixty (60) days
prior to the payment date of such dividend.  In the absence of any action by the
Board of Directors, the date upon which the Board of Directors adopts the
resolution declaring the dividend shall be the record date.

          (c) Reserves.  By resolution the Board of Directors may create such
reserve or reserves out of the earned surplus of the Corporation as the
Directors from time to time, in their discretion, think proper to provide for
contingencies, or to equalize dividends, or to repair or maintain any property
of the Corporation, or for any other purpose they think beneficial to the
Corporation.  The Directors may modify or abolish any such reserve in the manner
in which it was created.

     8.02 Books and Records.  The Corporation shall keep correct and complete
books of account and shall keep Minutes of the proceedings of its shareholders
and Board of Directors, and shall keep at its registered office or principal
place of business, or at the office of its transfer agent or register, a record
of its shareholders, giving the names and addresses of all shareholders and the
number and class of the shares held by each.

     8.03 Annual Statement.  At the request of any holder of record of any
shares, the Corporation shall mail to each shareholder within a reasonable time
an annual statement for its last fiscal year showing in reasonable detail its
assets and liabilities, and the results of its operations.  The Corporation
shall also mail to each shareholder its most recent interim statement if such
statement has been filed for public record.

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     8.04 Checks and Notes.  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.

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

     8.06 Seal.  The Corporate seal (of which there may be one or more
exemplars) shall contain the name of the Corporation and the name of the state
of incorporation.  The seal may be used by impressing it or reproducing a
facsimile of it.

     8.07 Indemnification of Officers and Directors.  Each Director or officer,
whether or not then in office, subject always to the provisions of the laws of
the State of Texas and the Articles of Incorporation, shall be indemnified by
the Corporation against all costs and expenses (including counsel fees)
reasonably incurred by or imposed upon him in connection with or arising out of
any action, suit or proceeding which he may be for any reason involved by reason
of his being or having been a director or officer of the Corporation, such
expense to include the costs of any settlement which has been approved by the
Board of Directors (other than amounts to be paid to the Corporation itself),
made with the view to curtailment of costs of litigation.  Such indemnification
shall be to the full extent as provided for in Article 2.02-1, as it presently
exists and as it is amended.

     8.08 Resignation.  Any Director, officer or agent may resign by giving
written notice to the President or the Secretary.  The resignation shall take
effect at the time specified therein, or immediately if no time is specified
therein.  Unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

     8.09 Limitation of Liability.  Each Director shall be availed of the
provisions of any limitation of director liability as provided for in the
Articles of Incorporation.

     8.10 Contracts.  The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.

     8.11 Loans.  No loan shall be contracted on behalf of the Corporation and
no evidence of indebtedness shall be issued in its name unless authorized by
resolution of the Board of Directors.  Such authority may be general or confined
to specific instances

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     8.12 Nonexecutive Chairman of the Board.  The Board of Directors may
appoint a Nonexecutive Chairman of the Board.  The Nonexecutive Chairman of the
Board shall not be an officer of the Corporation and shall have no power or
authority to manage the business or affairs of the Corporation (or otherwise
bind the Corporation in any manner).  The Nonexecutive Chairman of the Board
may, but need not be, a Director of the Corporation and shall serve such roles
as may be prescribed by the Board of Directors.

     8.13 Amendment of Bylaws.  Subject to any limitations imposed by the
Articles of Incorporation (or any Certificate of Designation filed in connection
therewith), these Bylaws may be altered, amended or repealed at any meeting of
the Board of Directors at which a quorum is present by the affirmative vote of a
majority of the Directors present at such meeting, provided notice of the
proposed alteration, amendment or repeal is contained in the notice of such
meeting.

     8.14 Conflicts.  In the event of a direct conflict between the provisions
of these Bylaws and the mandatory provisions of the Texas Business Corporation
Act or the provisions of the Articles of Incorporation (including any
Certificate of Designation thereto), such provisions of the Texas Business
Corporation Act or the Articles of Incorporation, as the case may be, will be
controlling.

     8.15 Persons and Numbers.  Whenever the context so requires, the masculine
shall include the feminine and neuter, and the singular shall include the
plural, and conversely.

     8.16 Construction and Interpretation.  The place of these Bylaws, their
status and their forum shall be at all times in the State of Texas; and these
Bylaws shall be governed by the laws of the State of Texas as to all matters
relating to their validity, construction and interpretation.  In the event that
any Court of competent jurisdiction shall adjudge any portion of these Bylaws to
be invalid or inoperative, then, so far as is reasonable and possible:

          (a) The remainder of these Bylaws shall be considered valid and
operative; and

          (b) Effect shall be given to the intent manifested by the portion of
these Bylaws held invalid or inoperative.

     8.17 Table of Contents; Headings.  The Table of Contents and headings are
for organization, convenience, and clarity.  In interpreting these Bylaws, they
shall be subordinated in importance to the other written material.

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          I HEREBY CERTIFY that the foregoing is a true, complete and correct
copy of the Bylaws of Integrated Orthopaedics, Inc., a Texas corporation, as in
effect on the date hereof.

          IN WITNESS WHEREOF, I hereunder set my hand and affix the seal of the
Corporation, this the ___ day of December, 1997.

                              INTEGRATED ORTHOPAEDICS, INC.


                              By_____________________________________
                                   JEFFERSON R. CASEY, Secretary

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