<PAGE>   1
                                                                     EXHIBIT 4.2



                           AMENDED AND RESTATED BYLAWS



                                       OF



                           ISTA PHARMACEUTICALS, INC.



<PAGE>   2




                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                              PAGE

<S>                                                                                           <C>
ARTICLE I CORPORATE OFFICES......................................................................1

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

ARTICLE II MEETINGS OF STOCKHOLDERS..............................................................1

        2.1    PLACE OF MEETINGS.................................................................1
        2.2    ANNUAL MEETING....................................................................1
        2.3    SPECIAL MEETING...................................................................2
        2.4    NOTICE OF STOCKHOLDERS' MEETINGS..................................................2
        2.5    ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS...................2
        2.6    MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE......................................3
        2.7    QUORUM............................................................................4
        2.8    ADJOURNED MEETING; NOTICE.........................................................4
        2.9    CONDUCT OF BUSINESS...............................................................4
        2.10   VOTING............................................................................4
        2.11   WAIVER OF NOTICE..................................................................5
        2.12   STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING...........................5
        2.13   RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS.......................5
        2.14   PROXIES...........................................................................6
        2.15   LIST OF STOCKHOLDERS ENTITLED TO VOTE.............................................6

ARTICLE III DIRECTORS............................................................................7

        3.1    POWERS............................................................................7
        3.2    NUMBER OF DIRECTORS...............................................................7
        3.3    ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS...........................7
        3.4    RESIGNATION AND VACANCIES.........................................................8
        3.5    PLACE OF MEETINGS; MEETINGS BY TELEPHONE..........................................8
        3.6    REGULAR MEETINGS..................................................................9
        3.7    SPECIAL MEETINGS; NOTICE..........................................................9
        3.8    QUORUM............................................................................9
        3.9    WAIVER OF NOTICE..................................................................9
        3.10   BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING................................10
        3.11   FEES AND COMPENSATION OF DIRECTORS...............................................10
        3.12   APPROVAL OF LOANS TO OFFICERS....................................................10
        3.13   REMOVAL OF DIRECTORS.............................................................10

ARTICLE IV COMMITTEES...........................................................................11

        4.1    COMMITTEES OF DIRECTORS..........................................................11
</TABLE>


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<S>                                                                                             <C>
        4.2    COMMITTEE MINUTES................................................................11
        4.3    MEETINGS AND ACTION OF COMMITTEES................................................11

ARTICLE V OFFICERS..............................................................................12

        5.1    OFFICERS.........................................................................12
        5.2    APPOINTMENT OF OFFICERS..........................................................12
        5.3    SUBORDINATE OFFICERS.............................................................12
        5.4    REMOVAL AND RESIGNATION OF OFFICERS; FILLING VACANCIES...........................12
        5.5    CHAIRMAN OF THE BOARD............................................................13
        5.6    CHIEF EXECUTIVE OFFICER..........................................................13
        5.7    PRESIDENT........................................................................13
        5.8    VICE PRESIDENTS..................................................................13
        5.9    SECRETARY........................................................................13
        5.10   CHIEF FINANCIAL OFFICER..........................................................14
        5.11   ASSISTANT SECRETARY..............................................................14
        5.12   ASSISTANT TREASURER..............................................................15
        5.13   REPRESENTATION OF SHARES OF OTHER CORPORATIONS...................................15
        5.14   AUTHORITY AND DUTIES OF OFFICERS.................................................15

ARTICLE VI INDEMNITY............................................................................15

        6.1    THIRD PARTY ACTIONS..............................................................15
        6.2    ACTIONS BY OR IN THE RIGHT OF THE CORPORATION....................................16
        6.3    SUCCESSFUL DEFENSE...............................................................16
        6.4    DETERMINATION OF CONDUCT.........................................................16
        6.5    PAYMENT OF EXPENSES IN ADVANCE...................................................17
        6.6    INDEMNITY NOT EXCLUSIVE..........................................................17
        6.7    INSURANCE INDEMNIFICATION........................................................17
        6.8    THE CORPORATION..................................................................17
        6.9    EMPLOYEE BENEFIT PLANS...........................................................18
        6.10   CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES......................18

ARTICLE VII RECORDS AND REPORTS.................................................................18

        7.1    MAINTENANCE AND INSPECTION OF RECORDS............................................18
        7.2    INSPECTION BY DIRECTORS..........................................................19
        7.3    ANNUAL STATEMENT TO STOCKHOLDERS.................................................19

ARTICLE VIII GENERAL MATTERS....................................................................19

        8.1    CHECKS...........................................................................19
        8.2    EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.................................20
        8.3    STOCK CERTIFICATES; PARTLY PAID SHARES...........................................20
        8.4    SPECIAL DESIGNATION ON CERTIFICATES..............................................20
        8.5    LOST CERTIFICATES................................................................21
        8.6    CONSTRUCTION; DEFINITIONS........................................................21
</TABLE>


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<S>                                                                                            <C>
        8.7    DIVIDENDS........................................................................21
        8.8    FISCAL YEAR......................................................................21
        8.9    SEAL.............................................................................21
        8.10   TRANSFER OF STOCK................................................................22
        8.11   STOCK TRANSFER AGREEMENTS........................................................22
        8.12   REGISTERED STOCKHOLDERS..........................................................22

ARTICLE IX AMENDMENTS...........................................................................22
</TABLE>


                                     -iii-

<PAGE>   5


                           AMENDED AND RESTATED BYLAWS

                                       OF

                           ISTA PHARMACEUTICALS, INC.



                                    ARTICLE I

                                CORPORATE OFFICES

        1.1 REGISTERED OFFICE

        The registered office of the corporation shall be in the City of
Wilmington, County of New Castle, State of Delaware. The name of the registered
agent of the corporation at such location is The Corporation Trust Company.

        1.2 OTHER OFFICES

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




                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

        2.1 PLACE OF MEETINGS

        Meetings of stockholders shall be held at any place, either within or
without the State of Delaware, as may be designated by the board of directors or
in the manner provided in these amended and restated bylaws. In the absence of
any such designation, stockholders' meetings shall be held at the registered
office of the corporation in the State of Delaware.

        2.2 ANNUAL MEETING

        The annual meeting of stockholders shall be held each year on a date and
at a time designated by the board of directors. In the absence of such
designation, the annual meeting of stockholders shall be held on the 15th day of
April of each year at 10:00 a.m. However, if such day falls on a weekend or a
legal holiday, then the meeting shall be held at the same time and place on the
next

<PAGE>   6


succeeding business day. At the meeting, directors shall be elected and any
other proper business may be transacted.

        2.3 SPECIAL MEETING

        A special meeting of the stockholders may be called at any time by the
board of directors, or by the chairman of the board, or by the chief executive
officer, or by the president.

        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 registered mail or by telegraphic or
other facsimile transmission to the chairman of the board, the president or the
secretary of the corporation. No business may be transacted at such special
meeting otherwise than specified in such notice. The officer receiving the
request shall cause notice to be promptly given to the stockholders entitled to
vote, in accordance with the provisions of Sections 2.4 and 2.5 of this Article
II, that a meeting will be held at the time requested by the person or persons
calling the meeting, not less than ten (10) nor more than sixty (60) days after
the receipt of the request. Nothing contained in this paragraph of this Section
2.3 shall be construed as limiting, fixing, or affecting the time when a meeting
of stockholders called by action of the board of directors may be held.

        2.4 NOTICE OF STOCKHOLDERS' MEETINGS

        All notices of meetings with stockholders shall be in writing and shall
be sent or otherwise given in accordance with Section 2.6 of these amended and
restated bylaws not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder entitled to vote at such meeting. The
notice shall specify the place, date, and hour of the meeting, and, in the case
of a special meeting, the purpose or purposes for which the meeting is called.

        2.5 ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS

        Subject to the rights of holders of any class or series of stock having
a preference over the Common Stock as to dividends or upon liquidation,

                (i) nominations for the election of directors, and

                (ii) business proposed to be brought before any stockholder
meeting

may be made by the board of directors or proxy committee appointed by the board
of directors or by any stockholder entitled to vote in the election of directors
generally if such nomination or business proposed is otherwise proper business
before such meeting. However, any such stockholder may nominate one or more
persons for election as directors at a meeting or propose business to be brought
before a meeting, or both, only if such stockholder has given timely notice in
proper written form of its intent to make such nomination or nominations or to
propose such business. To be timely, such stockholder's notice must be delivered
to or mailed and received at the principal

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<PAGE>   7

executive offices of the corporation not less than one hundred twenty (120)
calendar days in advance of the first anniversary date of mailing of the
corporation's proxy statement released to stockholders in connection with the
previous year's annual meeting of stockholders; provided, however, that in the
event that no annual meeting was held in the previous year or the date of the
annual meeting has been changed by more than thirty (30) days from the date
contemplated at the time of the previous year's proxy statement, notice by the
stockholder to be timely must be so received a reasonable time before the
solicitation is made. To be in proper form, a stockholder's notice to the
secretary shall set forth:

                      (a) the name and address of the stockholder who intends to
        make the nominations or propose the business and, as the case may be, of
        the person or persons to be nominated or of the business to be proposed;

                      (b) a representation that the stockholder is a holder of
        record of stock of the corporation entitled to vote at such meeting and,
        if applicable, intends to appear in person or by proxy at the meeting to
        nominate the person or persons specified in the notice;

                      (c) if applicable, a description of all arrangements or
        understandings between the stockholder and each nominee and any other
        person or persons (naming such person or persons) pursuant to which the
        nomination or nominations are to be made by the stockholder;

                      (d) such other information regarding each nominee or each
        matter of business to be proposed by such stockholder as would be
        required to be included in a proxy statement filed pursuant to the proxy
        rules of the Securities and Exchange Commission had the nominee been
        nominated, or intended to be nominated, or the matter been proposed, or
        intended to be proposed by the board of directors; and

                      (e) if applicable, the consent of each nominee to serve
        as director of the corporation if so elected.

        The chairman of the meeting shall refuse to acknowledge the nomination
of any person or the proposal of any business not made in compliance with the
foregoing procedure.

        2.6 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

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


                                      -3-
<PAGE>   8


        2.7 QUORUM

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

        2.8 ADJOURNED MEETING; NOTICE

        When a meeting is adjourned to another time or place, unless these
amended and restated bylaws otherwise require, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken. At the adjourned meeting the corporation may
transact any business that might have been transacted at the original meeting.
If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

        2.9 CONDUCT OF BUSINESS

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

        2.10 VOTING

        The stockholders entitled to vote at any meeting of stockholders shall
be determined in accordance with the provisions of Section 2.13 of these amended
and restated bylaws, subject to the provisions of Sections 217 and 218 of the
Delaware General Corporation Law (relating to voting rights of fiduciaries,
pledgors and joint owners of stock and to voting trusts and other voting
agreements).

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

        Notwithstanding the foregoing, if the stockholders of the corporation
are entitled, pursuant to Sections 2115 and 301.5 of the California Corporations
Code, to cumulate their votes in the election of directors, each such
stockholder shall be entitled to cumulate votes (i.e., cast for any candidate a
number of votes greater than the number of votes that such stockholder normally
is entitled to cast) only if the candidates' names have been properly placed in
nomination (in accordance with these Amended and Restated Bylaws) prior to
commencement of the voting, and the stockholder

                                      -4-
<PAGE>   9

requesting cumulative voting has given notice prior to commencement of the
voting of the stockholder's intention to cumulate votes. If cumulative voting is
properly requested, each holder of stock, or of any class or classes or of a
series or series thereof, who elects to cumulate votes shall be entitled to as
many votes as equals the number of votes that (absent this provision as to
cumulative voting) he or she would be entitled to cast for the election of
directors with respect to his or her shares of stock multiplied by the number of
directors to be elected by him, and he or she may cast all of such votes for a
single director or may distribute them among the number to be voted for, or for
any two or more of them, as he or she may see fit.

        2.11 WAIVER OF NOTICE

        Whenever notice is required to be given under any provision of the
Delaware General Corporation Law or of the certificate of incorporation or these
amended and restated bylaws, a written waiver, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice unless
so required by the certificate of incorporation or these amended and restated
bylaws.

        2.12 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

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

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

        2.13 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

        In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or entitled to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other


                                      -5-
<PAGE>   10

distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action.

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

               (i) The record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held.

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

               (iii) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

        A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.

        2.14 PROXIES

        Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by a written
proxy, signed by such stockholder and filed with the secretary of the
corporation, but no such proxy shall be voted or acted upon after three (3)
years from its date, unless the proxy provides for a longer period. A proxy
shall be deemed signed if such stockholder's name is placed on the proxy by any
reasonable means including, but not limited to, by facsimile signature, manual
signature, typewriting, telegraphic transmission or otherwise, by such
stockholder or such stockholder's attorney-in-fact. The revocability of a proxy
that states on its face that it is irrevocable shall be governed by the
provisions of Section 212(e) of the Delaware General Corporation Law.

        2.15 LIST OF STOCKHOLDERS ENTITLED TO VOTE

        The officer who has charge of the stock ledger of a corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not


                                      -6-
<PAGE>   11

so specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. Such list shall
presumptively determine the identity of the stockholders entitled to vote at the
meeting and the number of shares held by each of them.

                                   ARTICLE III

                                    DIRECTORS

        3.1 POWERS

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

        3.2 NUMBER OF DIRECTORS

        The board of directors shall consist of eight (8) members. The number of
directors may be changed by an amendment to this bylaw, duly adopted by the
board of directors or by the stockholders, or by a duly adopted amendment to the
certificate of incorporation. Upon the closing of the first sale of the
corporation's common stock pursuant to a firmly underwritten registered public
offering (the "IPO"), the directors shall be divided into three classes, with
the term of office of the first class, which class shall initially consist of
three (3) directors, to expire at the first annual meeting of stockholders held
after the IPO; the term of office of the second class, which shall initially
consist of three (3) directors, to expire at the second annual meeting of
stockholders held after the IPO; the term of office of the third class, which
class shall initially consist of two (2) directors, to expire at the third
annual meeting of stockholders held after the IPO; and thereafter for each such
term to expire at each third succeeding annual meeting of stockholders held
after such election.

        No reduction of the authorized number of directors shall have the effect
of removing any director before that director's term of office expires.

        3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

        Except as provided in Section 3.4 of these amended and restated bylaws,
directors shall be elected at each annual meeting of stockholders to hold office
until the next annual meeting. Directors need not be stockholders unless so
required by the certificate of incorporation or these amended and restated
bylaws, wherein other qualifications for directors may be prescribed. Each
director, including a director elected to fill a vacancy, shall hold office
until his successor is elected and qualified or until his earlier resignation or
removal.

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<PAGE>   12

        Elections of directors need not be by written ballot.

        3.4 RESIGNATION AND VACANCIES

        Any director may resign at any time upon written notice to the attention
of the Secretary of the corporation. When one or more directors shall resign
from the board of directors, effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have power
to fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so chosen
shall hold office as provided in this section in the filling of other vacancies.

        Unless otherwise provided in the certificate of incorporation or these
amended and restated bylaws:

               (i) Vacancies and newly created directorships resulting from any
increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director.

               (ii) Whenever the holders of any class or classes of stock or
series thereof are entitled to elect one or more directors by the certificate of
incorporation, vacancies and newly created directorships of such class or
classes or series may be filled by a majority of the directors elected by such
class or classes or series thereof then in office, or by a sole remaining
director so elected.

        If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the person or estate
of a stockholder, may call a special meeting of stockholders in accordance with
the provisions of the certificate of incorporation or these amended and restated
bylaws, or may apply to the Court of Chancery for a decree summarily ordering an
election as provided in Section 211 of the Delaware General Corporation Law.

        If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a majority of
the whole board (as constituted immediately prior to any such increase), then
the Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten (10) percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office as aforesaid,
which election shall be governed by the provisions of Section 211 of the
Delaware General Corporation Law as far as applicable.

        3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE

        The board of directors of the corporation may hold meetings, both
regular and special, either within or outside the State of Delaware.

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<PAGE>   13

        Unless otherwise restricted by the certificate of incorporation or these
amended and restated bylaws, members of the board of directors, or any committee
designated by the board of directors, may participate in a meeting of such board
of directors, or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting pursuant to
this section shall constitute presence in person at the meeting.

        3.6 REGULAR MEETINGS

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

        3.7 SPECIAL MEETINGS; NOTICE

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

        Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the corporation. If the notice is mailed, it
shall be deposited in the United States mail at least four (4) days before the
time of the holding of the meeting. If the notice is delivered personally or by
telephone or by telegram, it shall be delivered personally or by telephone or to
the telegraph company at least forty-eight (48) hours before the time of the
holding of the meeting. Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly communicate
it to the director. The notice need not specify the purpose or the place of the
meeting, if the meeting is to be held at the principal executive office of the
corporation.

        3.8 QUORUM

        At all meetings of the board of directors, a majority of the authorized
number of directors shall constitute a quorum for the transaction of business
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the board of directors, except as may be
otherwise specifically provided by statute, the certificate of incorporation, or
these amended and restated bylaws. If a quorum is not present at any meeting of
the board of directors, then the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present.

        A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

        3.9 WAIVER OF NOTICE

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<PAGE>   14

        Whenever notice is required to be given under any provision of the
Delaware General Corporation Law, the certificate of incorporation, or these
amended and restated bylaws, a written waiver thereof, signed by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when such person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the directors, or members of a committee of
directors, need be specified in any written waiver of notice unless so required
by the certificate of incorporation or these amended and restated bylaws.

        3.10 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

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

        3.11 FEES AND COMPENSATION OF DIRECTORS

        Unless otherwise restricted by the certificate of incorporation or these
amended and restated bylaws, the board of directors shall have the authority to
fix the compensation of directors.

        3.12 APPROVAL OF LOANS TO OFFICERS

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

        3.13 REMOVAL OF DIRECTORS

        Unless otherwise restricted by statute, by the certificate of
incorporation or by these amended and restated bylaws, any director or the
entire board of directors may be removed, with or without cause, by the holders
of a majority of the shares then entitled to vote at an election of directors;
provided, however, that, so long as stockholders of the corporation are entitled
to cumulative voting, if less than the entire board is to be removed, no
director may be removed without cause if the votes cast against his removal
would be sufficient to elect such director if then cumulatively voted at an
election of the entire board of directors or, if there be classes of directors,
at an election of the class of directors of which such director is a part.

                                      -10-
<PAGE>   15

        No reduction of the authorized number of directors shall have the effect
of removing any director prior to the expiration of such director's term of
office.

                                   ARTICLE IV

                                   COMMITTEES

        4.1 COMMITTEES OF DIRECTORS

        The board of directors may, by resolution passed by a majority of the
whole board, designate one or more committees, with each committee to consist of
one or more of the directors of the corporation. The board may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another member of
the board of directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, or in the amended and restated bylaws of
the corporation, shall have and may exercise all the powers and authority of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers that may require it; but no such committee shall have the power or
authority (i) approving or adopting or recommending to the stockholders, any
action or matter expressly required by the Delaware General Corporation Law to
be submitted to stockholders for approval or (ii) adopting, amending, or
repealing any amended and restated bylaws of the corporation; and, unless the
board resolution establishing the committee, the amended and restated bylaws or
the certificate of incorporation expressly so provide, no such committee shall
have the power or authority to declare a dividend, to authorize the issuance of
stock, or to adopt a certificate of ownership and merger pursuant to Section 253
of the Delaware General Corporation Law.

        4.2 COMMITTEE MINUTES

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

        4.3 MEETINGS AND ACTION OF COMMITTEES

        Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of Article III of these amended and
restated bylaws, Section 3.5 (place of meetings and meetings by telephone),
Section 3.6 (regular meetings), Section 3.7 (special meetings and notice),
Section 3.8 (quorum), Section 3.9 (waiver of notice), and Section 3.10 (action
without a meeting), with such changes in the context of those amended and
restated bylaws as are necessary to substitute the committee and its members for
the board of directors and its members; provided, however, that the time of
regular meetings of committees may be determined either by resolution of the
board of directors or by resolution of the committee, that special meetings of
committees may


                                      -11-
<PAGE>   16

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

                                    ARTICLE V

                                    OFFICERS

        5.1 OFFICERS

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

        5.2 APPOINTMENT OF OFFICERS

        The officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Sections 5.3 or 5.5 of these
amended and restated bylaws, shall be appointed by the board of directors,
subject to the rights, if any, of an officer under any contract of employment.

        5.3 SUBORDINATE OFFICERS

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

        5.4 REMOVAL AND RESIGNATION OF OFFICERS; FILLING VACANCIES

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

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

                                      -12-
<PAGE>   17

        Any vacancy occurring in any office of the corporation shall be filled
by the board of directors.

        5.5 CHAIRMAN OF THE BOARD

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

        5.6 CHIEF EXECUTIVE OFFICER

        The board of directors shall select a chief executive officer of the
corporation who shall be subject to the control of the board of directors and
have general supervision, direction and control of the business and the officers
of the corporation. The chief executive officer shall preside at all meetings of
the stockholders and, in the absence or nonexistence of a chairman of the board,
at all meetings of the board of directors.

        5.7 PRESIDENT

        The president shall have the general powers and duties of management
usually vested in the office of president of a corporation and shall have such
other powers and duties as may be prescribed by the board of directors or these
amended and restated bylaws. In addition and subject to such supervisory powers,
if any, as may be given by the board of directors to the chairman of the board,
if no one has been appointed chief executive officer, the president shall be the
chief executive officer of the corporation and shall, subject to the control of
the board of directors, have the powers and duties described in Section 5.6.

        5.8 VICE PRESIDENTS

        In the absence or disability of the president, the vice presidents, if
any, in order of their rank as fixed by the board of directors or, if not
ranked, a vice president designated by the board of directors, shall perform all
the duties of the president and when so acting shall have all the powers of, and
be subject to all 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 of directors, these amended
and restated bylaws, the president or the chairman of the board.

        5.9 SECRETARY

        The secretary shall keep or cause to be kept, at the principal executive
office of the corporation or such other place as the board of directors may
direct, a book of minutes of all


                                      -13-
<PAGE>   18

meetings and actions of directors, committees of directors, and stockholders.
The minutes shall show the time and place of each meeting, whether regular or
special (and, if special, how authorized and the notice given), the names of
those present at directors' meetings or committee meetings, the number of shares
present or represented at stockholders' meetings, and the proceedings thereof.

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

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

        5.10 CHIEF FINANCIAL OFFICER

        The chief financial officer shall keep and maintain, or cause to be kept
and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.

        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 of directors. The chief financial officer shall
disburse the funds of the corporation as may be ordered by the board of
directors, shall render to the president and directors, whenever they request
it, an account of all his transactions as chief financial officer and of the
financial condition of the corporation, and shall have other powers and perform
such other duties as may be prescribed by the board of directors or these
amended and restated bylaws.

        The chief financial officer shall be the treasurer of the corporation.

        5.11 ASSISTANT SECRETARY

        The assistant secretary, or, if there is more than one, the assistant
secretaries in the order determined by the stockholders or board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the secretary or in the event of his or her inability
or refusal to act, perform the duties and exercise the powers of the secretary
and shall perform such other duties and have such other powers as may be
prescribed by the board of directors or these amended and restated bylaws.

                                      -14-
<PAGE>   19

        5.12 ASSISTANT TREASURER

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

        5.13 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

        The chairman of the board, the president, any vice president, the chief
financial officer, the secretary or assistant secretary of this corporation, or
any other person authorized by the board of directors or the president or a vice
president, is authorized to vote, represent, and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this corporation. The authority granted
herein may be exercised either by such person directly or by any other person
authorized to do so by proxy or power of attorney duly executed by such person
having the authority.

        5.14 AUTHORITY AND DUTIES OF OFFICERS

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


                                   ARTICLE VI

                                    INDEMNITY

        6.1 THIRD PARTY ACTIONS

        The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement (if such settlement is approved
in advance by the corporation, which approval shall not be unreasonably
withheld) actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe

                                      -15-
<PAGE>   20

such person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which the person reasonably
believed to be in or not opposed to the best interest of the corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that the person's conduct was unlawful.

        6.2 ACTIONS BY OR IN THE RIGHT OF THE CORPORATION

        The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director, officer, employee or
agent of corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) and amounts paid in settlement (if such settlement is approved in advance
by the corporation, which approval shall not be unreasonably withheld) actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good faith and in
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court of
Chancery or such other court shall deem proper. Notwithstanding any other
provision of this Article VI, no person shall be indemnified hereunder for any
expenses or amounts paid in settlement with respect to any action to recover
short-swing profits under Section 16(b) of the Securities Exchange Act of 1934,
as amended.

        6.3 SUCCESSFUL DEFENSE

        To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 6.1 and 6.2, or in defense of
any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.

        6.4 DETERMINATION OF CONDUCT

        Any indemnification under Sections 6.1 and 6.2 (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that the indemnification of the director, officer, employee
or agent is proper in the circumstances because such person has met the
applicable standard of conduct set forth in Sections 6.1 and 6.2. Such
determination shall be made (1) by the Board of Directors or the Executive
Committee by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding or (2) if such quorum is not
obtainable or, even if obtainable, a quorum of disinterested directors so
directs, by independent

                                      -16-
<PAGE>   21

legal counsel in a written opinion, or (3) by the stockholders. Notwithstanding
the foregoing, a director, officer, employee or agent of the Corporation shall
be entitled to contest any determination that the director, officer, employee or
agent has not met the applicable standard of conduct set forth in Sections 6.1
and 6.2 by petitioning a court of competent jurisdiction.

        6.5 PAYMENT OF EXPENSES IN ADVANCE

        Expenses incurred in defending a civil or criminal action, suit or
proceeding, by an individual who may be entitled to indemnification pursuant to
Section 6.1 or 6.2, shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this Article VI.

        6.6 INDEMNITY NOT EXCLUSIVE

        The indemnification and advancement of expenses provided by or granted
pursuant to the other sections of this Article VI shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.

        6.7 INSURANCE INDEMNIFICATION

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

        6.8 THE CORPORATION

        For purposes of this Article VI, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under and subject to the provisions of this Article VI (including,
without limitation the provisions of Section 6.4) with respect to the resulting
or surviving corporation as such person would have with respect to such
constituent corporation if its separate existence had continued.

                                      -17-
<PAGE>   22

        6.9 EMPLOYEE BENEFIT PLANS

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

        6.10 CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

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



                                   ARTICLE VII

                               RECORDS AND REPORTS

        7.1 MAINTENANCE AND INSPECTION OF RECORDS

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

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

                                      -18-
<PAGE>   23

        The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

        7.2 INSPECTION BY DIRECTORS

        Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders, and its other books and records for a
purpose reasonably related to his position as a director. The Court of Chancery
is hereby vested with the exclusive jurisdiction to determine whether a director
is entitled to the inspection sought. The Court may summarily order the
corporation to permit the director to inspect any and all books and records, the
stock ledger, and the stock list and to make copies or extracts therefrom. The
Court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the Court
may deem just and proper.

        7.3 ANNUAL STATEMENT TO STOCKHOLDERS

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



                                  ARTICLE VIII

                                 GENERAL MATTERS

        8.1 CHECKS

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

                                      -19-
<PAGE>   24

        8.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

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

        8.3 STOCK CERTIFICATES; PARTLY PAID SHARES

        The shares of the corporation shall be represented by certificates,
provided that the board of directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until such certificate is surrendered to the
corporation. Notwithstanding the adoption of such a resolution by the board of
directors, every holder of stock represented by certificates and upon request
every holder of uncertificated shares shall be entitled to have a certificate
signed by, or in the name of the corporation by the chairman or vice-chairman of
the board of directors, or the president or vice-president, and by the chief
financial officer or an assistant treasurer, or the secretary or an assistant
secretary of such corporation representing the number of shares registered in
certificate form. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate has ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if such person were
such officer, transfer agent or registrar at the date of issue.

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

        8.4 SPECIAL DESIGNATION ON CERTIFICATES

        If the corporation is authorized to issue more than one class of stock
or more than one series of any class, then the powers, the designations, the
preferences, and the relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the corporation shall
issue to represent such class or series of stock; provided, however, that,
except as otherwise provided in Section 202 of the General Corporation Law of
Delaware, in lieu of the foregoing requirements there may be set forth on the
face or back of the certificate that the corporation shall issue to represent
such class or series of stock


                                      -20-
<PAGE>   25

a statement that the corporation will furnish without charge to each stockholder
who so requests the powers, the designations, the preferences, and the relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

        8.5 LOST CERTIFICATES

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

        8.6 CONSTRUCTION; DEFINITIONS

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

        8.7 DIVIDENDS

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

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

        8.8 FISCAL YEAR

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

        8.9 SEAL

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<PAGE>   26

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

        8.10 TRANSFER OF STOCK

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

        8.11 STOCK TRANSFER AGREEMENTS

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

        8.12 REGISTERED STOCKHOLDERS

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



                                   ARTICLE IX

                                   AMENDMENTS

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




                                      -22-
<PAGE>   27

                           CERTIFICATE OF ADOPTION OF

                           AMENDED AND RESTATED BYLAWS

                                       OF

                           ISTA PHARMACEUTICALS, INC.

                            Certificate by Secretary

        The undersigned hereby certifies that he is the duly elected, qualified,
and acting Secretary of Ista Pharmaceuticals, Inc. and that the foregoing
Amended and Restated Bylaws, comprising twenty-two (22) pages, were adopted as
the Amended and Restated Bylaws of the corporation on __________, 2000 by the
board of directors of the corporation.

        IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
affixed the corporate seal this ____ day of ______________________ 2000.


                                           ------------------------------------
                                           J. Casey McGlynn, Secretary



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