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                                                                     EXHIBIT 4.1







                                     BYLAWS


                                       OF


                         ADVANCED CORNEAL SYSTEMS, INC.
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                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE   SECTION                                                 Page
<S>       <C>                                                     <C>
I         OFFICES ...............................................   1
          1. Principal Executive Office .........................   1
          2. Principal Business Office ..........................   1

II        MEETINGS OF SHAREHOLDERS ..............................   1
          1. Place of Meetings ..................................   1
          2. Annual Meetings ....................................   1
          3. Notice of Annual Meetings ..........................   1
          4. Special Meetings ...................................   2
          5. Special Notice Required ............................   3
          6. Adjourned Meetings and Notice Thereof ..............   3
          7. Voting .............................................   3
          8. Quorum .............................................   4
          9. Waiver of Notice ...................................   4
          10. Shareholders' Written Consent to Action ...........   5
          11. Proxies ...........................................   5
          12. Inspectors of Election ............................   6

III       DIRECTORS .............................................   7
          1. Powers .............................................   7
          2. Number and Qualifications of Directors .............   9
          3. Election and Term of Office ........................   9
          4. Vacancies ..........................................   9
          5. Place of Meetings ..................................  10
          6. Telephonic Meetings ................................  10
          7. Organization Meeting ...............................  10
          8. Other Regular Meetings .............................  11
          9. Special Meetings ...................................  11
          10. Notice of Directors Meetings ......................  11
          11. Quorum ............................................  11
          12. Voting ............................................  12
          13. Validation of Meetings Held Without Proper
              Call or Notice ....................................  12
          14. Adjournment .......................................  12
          15. Unanimous Written Consent to Actions Taken ........  12
          16. Fees and Compensation .............................  12
          17. Executive Committee ...............................  13

IV        OFFICERS ..............................................  13
          1. Officers ...........................................  13
          2. Election ...........................................  13
          3. Subordinate Officers ...............................  14
          4. Removal and Resignation ............................  14
</TABLE>


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          5.   Vacancies.................................................. 14
          6.   Chairman of the Board...................................... 14
          7.   President.................................................. 14
          8.   Vice-President............................................. 15
          9.   Secretary.................................................. 15
          10.  Chief Financial Officer.................................... 15

V         INDEMNIFICATION................................................. 16
          1.   Extent..................................................... 16
          2.   Insurance.................................................. 16
          3.   Fiduciaries of Employee Benefit Plans...................... 16
          4.   Construction of Bylaws..................................... 17

VI        MISCELLANEOUS................................................... 17
          1.   Record Date................................................ 17
          2.   Shareholder Inspection of Corporate Records................ 18
          3.   Director Inspection of Corporate Records................... 18
          4.   Inspection of Bylaws....................................... 18
          5.   Checks, Drafts............................................. 19
          6.   Annual Report.............................................. 19
          7.   Financial Statements....................................... 19
          8.   Fiscal Year................................................ 20
          9.   Contracts, How Executed.................................... 20
          10.  Share Certificates......................................... 20
          11.  Registrars and Transfer Agents............................. 21
          12.  Representation of Shares of Other Corporations............. 22
          13.  Amendments................................................. 22

          CERTIFICATE OF SECRETARY........................................ 23

                                       ii
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                                     BYLAWS

                                       OF

                         ADVANCED CORNEAL SYSTEMS, INC.


                                   ARTICLE I

                                    OFFICES

      1.    Principal Executive Office. The Board of Directors by resolution
shall designate a principal executive office for the corporation at any place
where the corporation is qualified to do business.

      2.    Principal Business Office. If the principal executive office is
located outside California, and the corporation has one or more business offices
in California, the Board of Directors shall designate a principal business
office in the State of California.

                                   ARTICLE II

                           MEETINGS OF SHAREHOLDERS

      1.    Place of Meetings. All meetings of shareholders shall be held either
at the principal executive office or at any other place within or without the
State of California which may be designated by the Board of Directors or by the
written consent of all shareholders entitled to vote at such meeting given
either before or after the meeting and filed with the Secretary of the
corporation.

      2.    Annual Meetings. The annual meetings of shareholders shall be held
on the second Tuesday of May at 10:00 A.M.; provided, however, that should such
day fall upon a legal holiday, then any such annual meeting of shareholders
shall be held at the same time and place on the first day thereafter which is
not a legal holiday. At such meetings directors shall be elected, reports of the
affairs of the corporation shall be considered and any other business may be
transacted which is within the powers of the shareholders.

      3.    Notice of Annual Meetings. Written notice of each annual meeting
shall be given to each shareholder entitled to vote, either personally or by
mail or other means of written communication, charges prepaid, addressed to such
shareholder at


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the address of the shareholder appearing on the books of the corporation or
given by the shareholder to the corporation for the purpose of notice. If no
address appears on the records of the corporation or is so given, notice shall
be deemed to have been given if sent by mail or other means of written
communication addressed to the place where the principal executive office of
the corporation is situated or if published at least once in a newspaper of
general circulation in the county in which such office is located. All such
notices shall be sent to each shareholder entitled thereto not less than 10 nor
more than 60 days before each annual meeting, and shall specify the place, the
day and the hour of such meeting, and shall state those matters which the
Board, at the time of mailing of the notice, intends to present for action by
the shareholders. If any notice or report addressed to the shareholder at the
shareholder's address appearing on the books of the corporation is returned to
the corporation by the United States Postal Service marked to indicate that it
is unable to deliver the notice or report to the shareholder, all future
notices or reports shall be deemed to have been duly given if they are made
available to the shareholder at the principal executive office of the
corporation for a period of one year from the date of the giving of the notice
or report to all other shareholders.

     An affidavit of the mailing or other means of giving notice of any
shareholders' meeting shall be executed by the Secretary, Assistant Secretary,
or any transfer agent of the corporation giving the notice, and shall be filed
and maintained in the minute book of the corporation or with the corporate
records.

     4.   Special Meetings. Special meetings of the shareholders, for any
proper purpose, may be called at any time by the President, or by the Board of
Directors, or by the Chairman of the Board, if there is such an officer, or by
one or more shareholders holding in the aggregate not less than one-tenth of
the voting power of the corporation. Notice of such special meeting shall be
given in the same manner as for annual meetings of shareholders. Notices of any
special meeting shall specify the place, day and hour of such meeting and the
nature of the business to be transacted, and no other business may be
transacted.

     If a special meeting is called by any person or persons other than the
Board of Directors, the request shall be in writing, specifying the time of
such meeting and the general nature of the business proposed to be transacted,
and shall be delivered personally or sent by mail or by telegraphic or other
facsimile transmission to the Chairman of the Board, if there is such an
officer, the President, any Vice President or the

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Secretary of the corporation. The time specified for such meeting shall be not
less than 35 nor more than 60 days after the date of receipt of such request by
one of the officers specified in the preceding sentence. The officer receiving
the request shall cause notice to be promptly given to all shareholders entitled
to vote at such meeting that a meeting will be held at the time requested by the
person or persons calling the meeting.

     5.  Special Notice Required. The notice of any meeting at which directors
are to be elected shall include the names of nominees intended at the time of
notice to be presented by management for election. If action is proposed to be
taken at any meeting to obtain the approval of the shareholders pursuant to
Section 310 (transactions between the corporation and one or more of the
directors), Section 902 (amendment of the Articles of Incorporation), Section
1201 (reorganization), Section 1900 (voluntary dissolution), or Section 2007
(plan of distribution upon dissolution) of the California General Corporation
Law, the notice of meeting shall state the general nature of that proposal.

     6.  Adjourned Meetings and Notice Thereof. Any shareholders' meeting,
annual or special, whether or not a quorum is present, may be adjourned from
time to time by the vote of a majority of the shares represented thereat either
in person or by proxy.

     It shall not be necessary to give any notice of an adjournment or of the
business to be transacted at an adjourned meeting, other than by announcement
at the meeting at which such adjournment is taken; provided, however, that if
after the adjournment a new record date is fixed for the adjourned meeting,
notice of the adjourned meeting shall be given as in the case of an original
meeting. If any meeting is adjourned for more than 45 days from the date set
for the original meeting, a new record date shall be fixed or established in
accordance with Section 1 of Article VI of these Bylaws.

     7.  Voting. Subject to the provisions of Sections 702 through 704 of the
California General Corporation Law, the only persons entitled to vote at any
meeting of the shareholders are those persons in whose names shares entitled to
vote stand on the share records of the corporation at the close of business on
the record date for voting purposes as fixed or established in accordance with
Section 1 of Article VI of these Bylaws. Such vote may be by voice or by ballot;
provided, however, that all elections for directors must be by ballot upon
demand made by a shareholder at any election and before the voting begins.
Subject to the following two sentences, every shareholder entitled to vote at
any election for directors shall have the

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right to cumulate votes and give one candidate a number of votes equal to the
number of directors to be elected multiplied by the number of votes to which
the shares held by such shareholder are normally entitled, or to distribute
votes on the same principle among as many candidates as the shareholder shall
think fit. No shareholders shall be entitled to cumulate votes unless such
candidate's or candidates' names have been placed in nomination prior to the
voting and the shareholder has given notice at the meeting, prior to the
voting, of the shareholder's intention to cumulate votes. If any shareholder
has given such notice, all shareholders may cumulate their votes for candidates
in nomination. The candidates receiving the highest number of votes, up to the
number of directors to be elected, shall be elected.

     8.   Quorum. A majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum for the transaction of business.
The shareholders present at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum. If a quorum is present, the affirmative vote
of a majority of the shares represented and voting at a duly held meeting at
which a quorum is present (which shares voting affirmatively also constitute at
least a majority of the required quorum) shall be the act of the shareholders,
unless the vote of a greater number or voting by classes is required by law or
the Articles of Incorporation.

     9.   Waiver of Notice. The transactions of any meeting of shareholders,
either annual or special, however called and noticed and wherever held, shall
be as valid as though had at a meeting duly held after regular call and notice,
if a quorum is present either in person or by proxy, and if, either before or
after the meeting, each of the persons entitled to vote, not present in person
or by proxy, signs a written waiver of notice, or a consent to the holding of
such meeting, or an approval of the minutes thereof. Attendance of a person at
a meeting shall constitute a waiver of notice of and presence at such meeting,
except when the person objects, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened and except that attendance at a meeting is not a waiver of any right
to object to the consideration of matters required by law to be included in the
notice but not so included, if such objection is expressly made at the meeting.
The Secretary shall cause all such waivers, consents or approvals to be filed
with the corporate records or made a part of the minutes of the meeting. Neither
the business to be transacted at nor the purpose of any regular or special

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meeting of shareholders need be specified in any written waiver of notice,
consent to the holding of the meeting or approval of the minutes thereof;
provided, however, that any shareholder approval at a meeting, other than by
unanimous approval of those entitled to vote, pursuant to those sections of the
California General Corporation Law specified in Section 5 of Article II of the
Bylaws shall be valid only if the general nature of the proposal so approved is
stated in any written waiver of notice.

      10. Shareholders' Written Consent to Action. Any action which, under any
provision of the California General Corporation Law, may be taken at a meeting
of the shareholders may be taken without a meeting and without prior notice if a
consent in writing, setting forth the action taken, is signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Directors may not be elected by
written consent except by unanimous written consent of all shares entitled to
vote for the election of directors; provided, however, that a director may be
elected to fill a vacancy on the Board of Directors, other than a vacancy
created by the removal of a director, by the written consent of the holders of a
majority of the outstanding shares entitled to vote for the election of
directors. The Secretary shall cause all such consents to be filed with the
corporate records. Any shareholder giving a written consent, a transferee of
such shareholder, a personal representative of such shareholder or their
respective proxyholders may revoke the written consent of such shareholder by a
writing received by the Secretary of the corporation before written consents of
the number of shares required to authorize the proposed action have been filed
with the Secretary.

      If the consents of all shareholders entitled to vote have not been
solicited in writing, and if the unanimous written consent of all such
shareholders shall not have been received, the Secretary shall give prompt
notice of the corporate action approved by the shareholders without a meeting.
In the case of shareholder approval pursuant to Section 310 (transactions
between the corporation and one or more of the directors), Section 317
(indemnification of an officer, director or employee), Section 1201
(reorganization), or Section 2007 (plan of distribution upon dissolution) of the
California General Corporation Law, the notice shall be given at least 10 days
before the consummation of any action authorized by that approval.

      11.   Proxies. Every person entitled to vote shares may authorize another
person or persons to act by proxy with respect


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to such shares. No proxy shall be valid after the expiration of 11 months from
the date of its execution unless otherwise provided in the proxy.

     12.  Inspectors of Election. Before any meeting of shareholders, the Board
of Directors may appoint any persons other than nominees for office to act as
inspectors of election at the meeting or its adjournment. If the Board of
Directors does so appoint inspectors of election, it shall determine whether
the number of such inspectors shall be one or three. If no inspectors of
election are so appointed, the chairman of the meeting may, and on the request
of any person entitled to vote at the meeting shall, appoint inspectors of
election at the meeting. If inspectors are appointed by the chairman of the
meeting without a request from a person entitled to vote at the meeting, the
chairman shall determine if the number of inspectors shall be one or three. If
inspectors are appointed at a meeting at the request of one or more persons
entitled to vote thereat, the majority of shares represented in person or by
proxy shall determine whether one or three inspectors are to be appointed. If
any person appointed as inspector fails to appear of fails or refuses to act,
the chairman of the meeting may, and upon the request of any person entitled to
vote at the meeting shall, appoint a person to fill that vacancy.

     These inspectors shall:

          (a)  Determine the number of shares outstanding and the voting power
   of each, the shares represented at the meeting, the existence of a quorum and
   the authenticity, validity and effect of proxies.

          (b)  Receive votes, ballots or consents.

          (c)  Hear and determine all challenges and questions in any way
   arising in connection with the right to vote.

          (d)  Count and tabulate all votes or consents.

          (e)  Determine when the polls shall close.

          (f)  Determine the result.

          (g)  Do any other acts that may be proper to conduct the election or
   vote with fairness to all shareholders.


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                                  ARTICLE III

                                   DIRECTORS

     1.   Powers. Subject to the limitations of the Articles of Incorporation
and of the California General Corporations law as to action to be authorized or
approved by the shareholders, the business and affairs of the Corporation shall
be managed and all the corporate powers shall be exercised by or under the
direction of the Board of Directors. The Board of Directors may delegate the
management of the day-to-day operation of the business of the Corporation to a
management company or other person or persons provided that the business and
affairs of the Corporation shall be managed and all corporate powers shall be
exercised under the ultimate direction of the Board of Directors. Without
prejudice to such general powers, but subject to the same limitations, the
Directors shall have the following powers:

          First: To select and remove all the officers, agents and employees of
the Corporation; prescribe such powers and duties for them as may not be
inconsistent with law, with the Articles of Incorporation or these Bylaws;
fix their compensation; and require from them security for faithful service.

          Second: To conduct, manage and control the affairs and business of
the Corporation, and to make such rules and regulations therefor not
inconsistent with law, or the Articles of Incorporation or these Bylaws, as
they may deem best.

          Third: To change the principal executive office and the principal
office for the transaction of business of the Corporation from one location to
another as provided in Article I, Section 1 hereof; to fix and locate from time
to time one (1) or more subsidiary offices of the Corporation within or without
the State of California; to designate any place within or without the state for
the holding of any meeting or meetings of shareholders; to adopt, make and use
the corporate seal and to prescribe the forms of certificates of shares; and to
alter the form of such seal and certificates from time to time as in their
judgment they deem best, provided such seal and such certificates shall at all
times comply with the provisions of law.

          Fourth: To authorize issuance of shares of the Corporation from time
to time upon such terms as may be lawful in consideration of money paid, labor
done, services actually rendered to the Corporation or for its benefit or in
its formation or reorganization, debts or securities cancelled, and

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tangible or intangible property actually received either by the Corporation or
any one of its wholly owned subsidiaries, if any, or as a share dividend or
upon a stock split, reverse stock split, reclassification, conversion or
exchange of shares for shares of another class or series of shares, but not in
consideration of promissory notes of the purchaser (unless adequately secured
by collateral other than the shares acquired or pursuant to a stock purchase
plan or agreement or stock option plan or agreement authorized by section 408
of the California General Corporations Law) or future services.

          Fifth: To borrow money and incur indebtedness for the purposes of the
Corporation, and to cause to be executed and delivered therefor in the
corporate name promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidences of debt and securities therefor.

          Sixth: By resolution adopted by a majority of the authorized number
of Directors, to designate an executive committee and other committees, each
consisting of two (2) or more Directors, to serve at the pleasure of the Board.
Unless the Board of Directors shall otherwise prescribe the manner of
proceedings of any such committee, meetings of such committee (other than the
executive committee whose proceedings shall be governed by Section 17 of this
Article III of these Bylaws) may be regularly scheduled in advance and may be
called at any time by any two (2) members thereof; otherwise, the provisions of
these Bylaws with respect to notice and conduct of the meetings of the Board
shall govern. Any such committee, to the extent provided in a resolution of the
Board, shall have all the authority of the Board, except with respect to:

               i.   The approval of any action for which the California General
Corporations Law or the Articles of Incorporation also require shareholder
approval;

              ii.   The filling of vacancies on the Board of Directors or on
any committee;

             iii.   The fixing of compensation of the Directors serving on the
Board or on any committee;

              iv.   The adoption, amendment or repeal of Bylaws;

               v.   The amendment or repeal of any resolution of the Board
which by its express terms is not so amendable or repealable;

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               vi. The declaration of a dividend, or the authorization or
ratification of the repurchase or redemption of shares, except at a rate or in a
periodic amount or within a price range determined by the Board of Directors;
and

              vii. The appointment of other committees of the Board or the
members thereof.

      2.  Number and Qualifications of Directors.

          a.  The number of Directors of the Corporation shall not be less than
seven (7) nor more than eleven (11) until changed by amendment of the Articles
of Incorporation or by a Bylaw amending this section, duly adopted by the vote
or written consent of holders of a majority of the outstanding shares entitled
to vote; provided that a proposal to reduce the authorized minimum number of
Directors below seven (7) cannot be adopted if the votes cast against its
adoption at a meeting or the shares not consenting in the case of action by
written consent, are equal to more than sixteen and two-thirds percent (16-2/3%)
of the outstanding shares entitled to vote. The exact number of Directors shall
be fixed from time to time, within the limits specified in the Articles of
Incorporation or in this section, by a Bylaw or amendment thereof, duly adopted
by shareholders or by the Board of Directors; and

          b.  Subject to the foregoing provisions for changing the number of
Directors, the exact number of Directors of this Corporation shall be nine (9).

      3.  Election and Term of Office. The Directors shall be elected at each
annual meeting, but if any such annual meeting is not held or the Directors are
not elected thereat, the Directors may be elected at any special meeting of
shareholders held for that purpose. All Directors shall hold office until the
next annual meeting of shareholders and until their respective successors have
been elected and qualified, subject to the California General corporations Law
and the Provisions of these Bylaws with respect to vacancies on the Board of
Directors.

      4.  Vacancies. A vacancy in the Board of Directors shall be deemed to
exist in the event of the death, resignation or removal of any Director, an
increase of the authorized number of Directors, or the failure of the
shareholders at any annual or special meeting of shareholders at which any
Director or Directors are to be elected to elect the full authorized number
of Directors to be voted for at that meeting. The Board of Directors may
declare vacant the office of a Director who has been declared of unsound mind
by an order of court or convicted of a felony.


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          A vacancy or vacancies in the Board of Directors, except for a vacancy
created by the removal of a Director, may be filled by a majority of the
remaining Directors, though less than a quorum, or by a sole remaining Director,
and each Director so elected shall hold office until his successor is elected in
an annual or special meeting of shareholders called for that purpose. A vacancy
in the Board of Directors created by the removal of a Director may be filled
only by the vote of the majority of the shares entitled to vote represented at a
duly held meeting at which a quorum is present, or by the written consent of the
holders of the majority of the outstanding shares. The shareholders may elect a
Director or Directors at any time to fill any vacancy or vacancies not filled by
the Directors. Any such election by written consent shall require the consent of
holders of a majority of the outstanding shares entitled to vote.

          Any Director may resign effective upon giving written notice to the
Chairman of the Board, the President, the Secretary or the Board of Directors of
the Corporation, unless the notice specifies a later time for the effectiveness
of such resignation. If the resignation is effective at a future time, a
successor may be elected to take office when the resignation becomes effective.
No reduction of the authorized number of Directors shall have the effect of
removing any Director prior to the expiration of his term of office.

     5.   Place of Meetings. All meetings of the Board of Directors shall be
held at any place within or without California which has been designated in the
notice of the meeting, or if not stated in the notice or if there is no notice,
at any place designated from time to time by resolution of the Board or by
written consent of all members of the Board. In the absence of such designation,
meetings shall be held at the Principal executive office of the Corporation.

     6.   Telephonic Meetings. The members of the Board may participate in a
meeting through use of conference telephone or similar communications equipment,
so long as all members participating in the meeting can hear one another.
Participation in a meeting as permitted in the preceding sentence constitutes
presence in person at such meeting.

     7.   Organization Meeting. Immediately following each annual meeting of
shareholders, the Board of Directors shall hold a regular meeting at the place
of the annual meeting of shareholders or at such other place as shall be fixed
by the Board of Directors, for the purpose of organization, election of
officers, and the transaction of other business.



                                       10
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     8.   Other Regular Meetings. The other regular meeting of the Board of
Directors shall be held without call at 10:30 a.m. on the second Tuesday in
February, August and November. Provided however, should said day fall on a legal
holiday, then the meeting shall be held at the same time on the next day
thereafter ensuing which is a full business day.

     9.   Special Meetings. 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.

     10.  Notice of Directors Meetings. Call and notice of the annual
organization meeting and other regular meetings of the Board of Directors are
hereby dispensed with. Notice of the time and place of special meetings shall
be personally delivered to each Director or communicated to each Director by
telephone, telegraph or mail, charges prepaid, addressed to him at his address
as is shown upon the records of the Corporation, or if it is not so shown on
such records or is not readily ascertainable, at the place at which the
meetings of Directors are regularly held. In the case notice is mailed, it
shall be deposited in the United States mail at least ninety-six (96) hours
prior to the time of the holding of the meeting. In the event notice is
communicated by telegraph, it shall be delivered to the telegraph company at
least forty-eight (48) hours prior to the time of the holding of the meeting.
In the event notice is delivered personally or communicated by telephone, it
shall be so delivered or communicated at least forty-eight (48) hours prior to
the time of the holding of a meeting.

          A notice need not specify the purpose of any regular or special
meeting of the Board of Directors. Whenever any Director has been absent from
any meeting of the Board of Directors for which notice has not been dispensed
with, an entry in the minutes to the effect that notice has been duly given
shall be conclusive and incontrovertible evidence that due notice of such
meeting was given to such Director.

     11.  Quorum. The presence at a meeting of the Board of Directors of a
majority of the members of the Board of Directors shall constitute a quorum for
the transaction of business; provided that such quorum shall at no time be less
than one-third (1/3) of the authorized number of Directors. A meeting at which a
quorum is initially present may continue to transact business notwithstanding
the withdrawal of enough Directors to leave less than a quorum, provided that
any action taken is approved by at least a majority of the required quorum for
such meeting.


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<PAGE>   15
      12. Voting. Every act or decision done or made by a majority of the
Directors present at a meeting duly held at which a quorum is present shall be
regarded as the act of the Board of Directors, unless a greater number, or the
same number after disqualifying one (1) or more Directors from voting, is
required by law, by the Articles of Incorporation or by these Bylaws.

      13. Validation of Meetings Held Without Proper Call or Notice. The
transactions of any meeting of the Board of Directors, however called and
noticed or wherever held, shall be valid as though had at a meeting duly held
after regular call and notice, if a quorum is initially present, and if, either
before or after the meeting, each of the Directors not present or who though
present has prior to the meeting or at its commencement protested the lack of
proper notice to him signs a written waiver of notice, a consent to holding of
such meeting or an approval of the minutes thereof. All such waivers, consents
and approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

      14. Adjournment. A majority of the Directors present, whether or not a
quorum is present, may adjourn any Directors' meeting to meet again at another
time or place. In the event a meeting of the Board of Directors is adjourned
for more than twenty-four (24) hours, notice of any adjournment to another time
or place shall be given prior to the time of the adjourned meeting to the
Directors who were not present at the time of the adjournment. Otherwise,
notice of the time and place of holding an adjourned meeting need not be given
to absent Directors if the time and place is fixed and announced at the meeting
so adjourned.

      15. Unanimous Written Consent to Actions Taken. Any action required or
permitted to be taken by the Board of Directors may be taken without a meeting
if all the members of the Board of Directors shall individually or collectively
consent in writing to such action. Such consent or consents shall be filed with
the minutes of the proceedings of the Board of Directors and shall have the
same force and effect as a unanimous vote of the Directors.

      16. Fees and Compensation. Directors and members of committees may
receive such compensation, if any, for their services and such reimbursement
for expenses as may be fixed or determined by resolution of the Board of
Directors. Nothing herein shall be considered to preclude any Director from
serving the Corporation in any other capacity, including as an officer, agent,
employee or otherwise, and receiving compensation therefor.


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<PAGE>   16
          17.  Executive Committee.  In the event the Board of Directors shall
appoint an executive committee and shall not provide otherwise, regular meetings
of the executive committee shall be held at such times as are determined by the
Board or by such committee as appointed, and notice of such regular meetings is
hereby dispensed with. Meetings of the executive committee shall be held at the
place designated in the notice of the meeting, or if not stated in the notice or
if there is no notice, at any place which has been designated from time to time
by resolution of the executive committee or by written consent of all the
members thereof, or in the absence of such designation, at the principal
executive office of the Corporation. Special meetings of the executive committee
may be called by the Chairman of the Board, the President, any vice-president
who is a member of the executive committee, or any two (2) members thereof, upon
written notice to the members of the executive committee of the time and place
of such special meeting given in the manner and within the time provided for
giving of notice to members of the Board of Directors of the time and place of
special meetings thereof. Minutes shall be recorded of each meeting of the
executive committee and kept in the book of minutes of the Corporation.
Vacancies in the membership of the executive committee may be filled only by the
Board of Directors. Only members of the Board of Directors shall serve as
members of the executive committee. A majority of the authorized number of
members of the executive committee shall constitute a quorum for the transaction
of business. The provisions of this Article III of these Bylaws also apply to
the executive committee and action by the executive committee, mutatis mutandis.
The Board of Directors may designate one (1) or more Directors as alternate
members of the executive committee, who may replace and act in the stead of any
absent members at any meeting of such committee.


                                   ARTICLE IV

                                    OFFICERS


          1.  Officers. The officers of the corporation shall be a President, a
Secretary and Chief Financial Officer (who may also be called the "Treasurer").
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
Secretaries, one or more Assistant Treasurers and such other officers as may be
elected in accordance with the provisions of Section 3 of this Article IV. One
person may hold any two or more offices.

          2.   Election. The officers of the corporation, except such officers
as may be elected in accordance with the provisions


                                       13

<PAGE>   17
of Section 3 or Section 5 of this Article IV, shall be elected annually by the
Board, and each shall hold office at the pleasure of the Board until
resignation, removal, disqualification or until a successor is elected and
qualified.

          3.   Subordinate Officers.  The Board of Directors may elect such
other officers as the business of the corporation may require, each of whom
shall hold office at the pleasure of the Board for such period, have such
authority and perform such duties as are provided in the Bylaws or as the Board
may from time to time determine.

          4.   Removal and Resignation.  Any officer may be removed, with or
without cause, by a majority of the directors at the time in office at any
regular or special meeting of the Board of Directors, or, except in case of an
officer elected by the Board, by any officer upon whom such power of removal
may be conferred by the Board.

          Any officer may resign at any time by giving written notice to the
Board, the President or the Secretary of the corporation. Any such resignation
shall take effect at the date of the receipt of such notice or at any later
time specified therein, and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.

          5.   Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in
the manner prescribed in the Bylaws for regular election to such office.

          6.   Chairman of the Board. The Chairman of the Board, if there is
such an officer, shall, if present, preside at all meetings of the Board of
Directors and exercise and perform such other powers and duties as from time to
time may be assigned by the Board or prescribed by the Bylaws.

          7.   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 is
such an officer, the President shall be the general manager and chief executive
officer of the corporation and shall, subject to the control of the Board, have
general supervision, direction and control of the business and officers of the
corporation.  The President shall preside at all meetings of the shareholders
and, in the absence of the Chairman of the Board, or if there is not such an
officer, at all meetings of the Board. The President shall be an ex officio
member of all of the standing committees of the Board, including the executive
committee, if any. The President shall also have the general powers and duties
of management usually vested in the office of

                                       14
<PAGE>   18
the president of a corporation and shall have such other powers and duties as
from time to time may be prescribed by the Board or the Bylaws.

     8.   Vice-President. In the absence or disability of the President, the
Vice-Presidents in order of their rank as fixed by the Board of Directors, or if
not ranked, the Vice-President designated by the Board, shall perform all the
duties of the President, and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the President. The Vice-Presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board or the Bylaws.

     9.   Secretary. The Secretary shall keep or cause to be kept a book of
minutes at the principal executive office or such other place as the Board may
order of all meetings of the Board, committees of the Board and shareholders,
with the time and place of holding, whether regular or special, and if special,
how authorized, the notice thereof given, the names of those present at
directors' meetings, the number of shares present or represented at
shareholders' meetings and the proceedings thereof. Such minutes shall be kept
in written form.

     The Secretary shall keep or cause to be kept at the principal executive
office or at the office of the corporation's transfer agent, as determined by
resolution of the Board, a share register or a duplicate share register showing
the names of all shareholders and their addresses, the number and classes of
shares held by each, the number and date of certificates issued for the same,
and the number and date of cancellation of every certificate surrendered for
cancellation. Such record shall be kept either in written form or in any other
form capable of being converted into written form.

     The Secretary shall give or cause to be given notice of all of the meetings
of the shareholders and of the Board required by the Bylaws or by law to be
given, shall keep the seal of the corporation, if there is one, in safe custody
and shall have such other powers and perform such other duties as from time to
time may be prescribed by the Board or the Bylaws.

     The Secretary shall keep at the Corporation's principal executive office
the original or a copy of these Bylaws as amended to date.

     10.  Chief Financial Officer. The Chief Financial Officer (who may also be
called the "Treasurer") shall keep and maintain or cause to be kept and
maintained adequate and correct books and records of account of the properties
and business

                                       15
<PAGE>   19
transactions of the corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, retained earnings and shares.
The books of account shall be open to inspection by any director at all
reasonable times.

     The Chief Financial Officer 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. The Chief Financial Officer shall disburse the funds of
the corporation as may be ordered by the Board, shall render to the President
and directors, whenever they request it, an account of all of the transactions
of the Chief Financial Officer and of the financial condition of the
corporation, and shall have such other powers and perform such other duties as
from time to time may be prescribed by the Board or the Bylaws.

                                   ARTICLE V

                                INDEMNIFICATION

     1.   Extent. The corporation shall, to the fullest extent permitted by the
California General Corporation Law, indemnify each director, officer, employee
and agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise, or
was a director, officer, employee or agent of a foreign or domestic corporation
which was a predecessor corporation of the corporation or of another enterprise
at the request of such predecessor corporation.

     2.   Insurance. The corporation shall have the power to purchase and
maintain insurance in such amounts as the Board of Directors deems appropriate
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 foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, or was a director,
officer, employee or agent of a foreign or domestic corporation which was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.

     3.   Fiduciaries of Employee Benefit Plans. The corporation shall have the
power to indemnify any trustee, investment manager or other fiduciary of any
employee benefit plan established by the corporation to the fullest extent
permitted by law.


                                       16
<PAGE>   20
     4.   Construction of Bylaws. No provision of these Bylaws shall be
construed as prohibiting, denying or abrogating any of the general or specific
powers or rights conferred by the California General Corporation Law upon the
corporation or any court to furnish or award indemnification as otherwise
authorized by the California General Corporation Law or any other law now or
hereafter in effect.

                                   ARTICLE VI

                                 MISCELLANEOUS

     1.   Record Date. The Board may fix, in advance, a record date for the
determination of the shareholders entitled to notice of and to vote at any
meeting of shareholders or entitled to receive any dividend or distribution, or
any allotment of rights, or to exercise any rights in respect to any other
lawful action. The record date so fixed shall be not more than 60 nor less than
10 days prior to the date of such meeting nor more than 60 days prior to any
other action.

     If no record date is fixed by the Board, the record date shall be
determined as provided in this paragraph. The record date for determining
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the business day immediately preceding the day on
which notice os given or, if notice is waived, at the close of business on the
business day immediately preceding the day on which the meeting is held. The
record date for determining shareholders entitled to give consent to corporate
action in writing without a meeting, when no prior action by the Board has been
taken, shall be the day on which the first written consent is given. The record
date for determining shareholders for any other purpose shall be at the close of
business on the day on which the Board adopts the resolution relating thereto,
or the sixtieth day prior to the date of such other action, whichever is later.

     Except as otherwise provided in the California General Corporation Law,
only shareholders of record as of the record date are entitled to notice of and
to vote at the meeting or to receive the divided, distribution or allotment of
rights or to exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the record date.

     A determination of shareholders of record entitled to notice of or to vote
at a meeting of shareholders shall apply to any adjournment of the meeting
unless the Board fixes a new


                                       17
<PAGE>   21
record date for the adjourned meeting. The Board shall fix a new record date if
the meeting is adjourned for more than 45 days from the date set for the
original meeting.

     2.   Shareholder Inspection of Corporate Records. A shareholder or
shareholders of the corporation holding at least five percent in the aggregate
of the outstanding voting shares of the corporation may (i) inspect and copy the
records of shareholders' names and addresses and shareholdings during usual
business hours on five days' prior written demand on the corporation and (ii)
obtain from the transfer agent of the corporation, on written demand and on the
tender of such transfer agent's usual charges for such list, a list of the names
and addresses of shareholders who are entitled to vote for the election of
directors, and the shareholdings of such shareholders, as of the most recent
record date for which that list has been compiled or as of a date specified by
the shareholder after the date of demand. This list shall be made available to
any such shareholder by the transfer agent on or before the later of five
business days after the demand is received or the date specified in the demand
as the date as of which the list is to be compiled.

     The share register or duplicate share register, the books of account and
minutes of proceedings of the shareholders and the Board of Directors and of
committees of directors shall be open to inspection upon the written demand of
any shareholder or the holder of a voting trust certificate, at any reasonable
time, if for a purpose reasonably related to such holder's interests as a
shareholder or as the holder of such voting trust certificate. Such inspection
may be made in person or by agent or attorney, and shall include the right to
make copies or extracts.

     3.   Director Inspection of Corporate Records. Every director shall have
the absolute right at any reasonable time to inspect all books, records and
documents of every kind and the physical properties of the corporation and each
of its subsidiary corporations. Such inspection by a director may be made in
person or by an agent or attorney and the right of inspection includes the
right to copy and make extracts of documents.

     4.   Inspection  of Bylaws. The corporation shall keep at its principal
executive office, or if its principal executive office is not in the State of
California, at its principal business office in the State of California, the
original or a copy of the Bylaws as amended to date, which shall be open to
inspection by any shareholder at all reasonable times during office hours. If
the principal executive office of the corporation is outside the State of
California and the



                                       18
<PAGE>   22
corporation has no principal business office in the State of California, the
Secretary shall, upon the written request of any shareholder, furnish to that
shareholder a copy of the Bylaws as amended to date.

     5.   Checks, Drafts. All checks, drafts or other orders for payment of
money, notes or other evidences of indebtedness, issued in the name of or
payable to the corporation, shall be signed or endorsed by such person or
persons and in such manner as from time to time shall be determined by
resolution of the Board of Directors.

     6.   Annual Report. The annual report to shareholders referred to in
Section 1501 of the California General Corporation Law is hereby dispensed
with, but the Board of Directors may cause to be sent to the shareholders
annual or other periodic reports in such form as they may deem appropriate.

     7.   Financial Statements. A copy of any annual financial statement and
any income statement of the corporation for each quarterly period of each
fiscal year, and any accompanying balance sheet of the corporation as of the
end of each such period, that has been prepared by the corporation shall be
kept on file in the principal executive office of the corporation for 12
months, and each such statement shall be exhibited at all reasonable times to
any shareholder demanding an examination of any such statement or a copy shall
be mailed to any such shareholder.

     A shareholder or shareholders holding at least five percent in the
aggregate of the outstanding shares of any class of the corporation may make a
written request for an income statement of the corporation for the three-month,
six-month or nine-month period (of the then current fiscal year) ended more
than 30 days prior to the date of the request and a balance sheet of the
corporation as of the end of such period and, in addition, if no annual report
for the last fiscal year has been sent to shareholders, an annual report for
the last fiscal year containing the statements required by Section 1501(a) of
the California General Corporation Law. If such a request is made, the Chief
Financial Officer shall cause the requested statement or statements to be
prepared, if not already prepared, and shall deliver personally or mail the
statement or statements to the person making the request within 30 days after
the receipt of the request.

     The corporation shall also, on the written request of any shareholder,
mail to the shareholder a copy of the last annual, semi-annual, or quarterly
income statement which it has prepared, and a balance sheet as of the end of
that period.


                                       19
<PAGE>   23
     The quarterly income statements and balance sheets referred to in this
Section shall be accompanied by the report, if any, of any independent
accountants engaged by the corporation or the certificate of an authorized
officer of the corporation that the financial statements were prepared without
audit from the books and records of the corporation.

     8.   Fiscal Year. The fiscal year of the Corporation shall be determined
by the Board of Directors, and having been so determined, is subject to change
from time to time as the Board of Directors shall determine.

     9.   Contracts, How Executed. The Board of Directors, except as otherwise
provided in the Bylaws, may authorize any officer, officers, agent or agents to
enter into any contract or execute any instrument in the name of and on behalf
of the corporation, and such authority may be general or confined to specific
instances. Unless so authorized by the Board, 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 render it liable for any purpose or for
any amount. If any person, acting without such authority, causes the
corporation to be liable to any third person by virtue of California General
Corporation Law Section 313, the corporation may seek to hold such person
liable to the corporation.

     10.  Share Certificates. A share certificate or certificates of the
corporation shall be issued to each shareholder when any such shares are fully
paid. All such certificates shall be signed by the Chairman of the Board, if
there is such an officer, or the President or any Vice-President and by the
Chief Financial Officer or any Assistant Treasurer or the Secretary or any
Assistant Secretary. Any or all of the signatures on the certificate may be
facsimile.

     Certificates for shares may be issued prior to full payment under such
restrictions and for such purposes as the Board of Directors or the Bylaws may
provide; provided, however, that any such certificate so issued prior to full
payment shall state the total amount of consideration to be paid therefor and
the amount paid thereon.

     There shall appear on certificates for shares of the Corporation the
following facts if, and to the extent, applicable:

          a.   The shares are subject to restrictions upon transfer, including
those imposed by the California Corporate Securities Law of 1968, the federal
securities laws, any


                                       20
<PAGE>   24
agreement between the Corporation and the issuee thereof, the Articles of
Incorporation, these Bylaws or otherwise;

          b.   The shares are assessable;

          c.   The shares are not fully paid and the total amount of the
consideration to be paid therefor and the amount theretofore paid thereon;

          d.   The shares are subject to restrictions upon voting rights
contractually imposed by the Corporation;

          e.   The shares are redeemable;

          f.   The shares are convertible and the period for conversion; and

          g.   The shares are classified or a class of the shares has two (2) or
more series, and a statement setting forth the office or agency of the
Corporation from which shareholders may obtain, upon request and without charge,
a copy of a statement of the rights, preferences, privileges and restrictions
granted to or imposed upon each class or series of shares authorized to be
issued and upon the holders thereof.

               No new certificate for shares shall be issued in lieu of an old
certificate unless the latter is surrendered and cancelled at the same time;
provided, however, that the Board of Directors may authorize the issuance of a
new share certificate in the place of any certificate theretofore issued by the
Corporation and alleged to be lost, stolen or destroyed in the event that: (i)
the request for the issuance of the new certificate is made within a reasonable
time after the holder of the old certificate has notice of its loss, destruction
or theft and prior to the receipt of notice by the Corporation that the old
certificate has been acquired by a bona fide purchaser or holder in due course;
and (ii) the holder of the old certificate files a sufficient indemnity bond
with or provides other adequate security to the Corporation and satisfies any
other reasonable requirements imposed by the Board. In the event of the issuance
of a new certificate, the rights and liabilities of the Corporation and the
holders of the old and new certificates shall be governed by the provisions of
Sections 8104 and 8405 of the California Commercial Code.

     11.  Registrars and Transfer Agents. The Board of Directors may appoint one
(1) or more registrars of transfer, which shall be incorporated banks or trust
companies, either domestic or foreign, and one (1) or more transfer agents or



                                       21
<PAGE>   25
transfer clerks, who shall be appointed at such times and places as the Board
of Directors shall determine.

     12.  Representation of Shares of Other Corporations. The Chairman of the
Board, if there is such an officer, the President, any Vice-President or any
other person authorized by resolution of the Board of Directors or by any of
the foregoing designated officers is authorized to vote on behalf of the
corporation any and all shares of any other corporation or corporations,
foreign or domestic, standing in the name of the corporation. The authority
granted to such officers to vote or represent on behalf of the corporation any
and all shares held by the corporation of any other corporation or corporations
may be exercised by any of these officers in person or by any person authorized
to do so by a proxy duly executed by these officers.

     13.  Amendments. These Bylaws may be amended or repealed either by
approval of the outstanding shares or by the approval of the Board of
Directors; provided, however, that a bylaw specifying or changing a fixed
number or the maximum or minimum number of directors or changing from a fixed to
a variable number of directors or vice versa may be adopted only by approval of
the outstanding shares complying, if applicable, with Section 212 of the
California General Corporation Law.



                                       22
<PAGE>   26
                            CERTIFICATE OF SECRETARY


     The undersigned, Donald H. Harris hereby certifies that:

     (1)  The undersigned is the duly elected and acting Secretary of Advanced
Corneal Systems, Inc., a California corporation.

     (2)  Attached hereto is a complete and correct copy of the Bylaws of such
corporation as adopted February 13, 1992, and which have not been amended or
modified since such date.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Secretary on March 1, 1992.



                                        /s/ DONALD H. HARRIS
                                        ----------------------------------------
                                        Donald H. Harris, Secretary




                                       23