HELPMATE ROBOTICS INC.
                             ----------------------
 
                                     BY-LAWS
                                     -------
 
                   AMENDED AND RESTATED AS OF FEBRUARY 5, 1996
                   -------------------------------------------
 
ARTICLE I       MEETINGS OF STOCKHOLDERS
                ------------------------
 
     Section 1. Place of Meetings. Stockholders' meetings shall be held at the
                -----------------
principal office or place of business of the Corporation in the State of
Connecticut, or at such other place, either within or outside Connecticut, as
shall be designated in the notice of meeting.
 
     Section 2. Annual Meetings. Commencing with the 1996 annual meeting, the
                ---------------
annual meeting of Stockholders of the Corporation shall be held on the last
Wednesday of April of each year, at the time and place designated by the Board
of Directors, provided that if, in any year, the annual meeting of Stockholders
is not, or cannot be, held on such date for any reason, then the annual meeting
may be called at any time before or after such date in the manner specified
below with respect to special meetings of Stockholders. At each annual meeting
of Stockholders, the Stockholders shall elect the Board of Directors for the
ensuing year and shall transact such other business as may properly come before
the meeting.
 
     Section 3. Special Meetings. Special meetings of the Stockholders may be
                ----------------
called at any time by the Board of Directors or the President, and shall be
called by the President upon written request of one or more Stockholders holding
at least one-tenth (1/10) of the voting power of all shares entitled to vote at
the meeting. If the President shall not call the meeting within fifteen (15)
days after receipt of such Stockholders' request, such meeting may be called by
the Stockholders making such request, subject to the notice requirements set
forth below. At such meetings, the Stockholders may transact such business as
may properly come before them.
 
     Section 4. Adjournment of Meetings. If a quorum be not present at any
                -----------------------
annual or special meeting of Stockholders, the Stockholders present, in person
or by proxy, may, by the affirmative vote of a majority of the voting power of
the shares represented and entitled to vote at such meeting, adjourn to such
future time as shall be agreed upon by them, and notice of such adjournment
shall be given to the Stockholders not present or represented at the meeting. If
a quorum be present, the Stockholders present, in person or by proxy, may so
adjourn from day to day as they see fit, and no notice of such adjourned meeting
need be given if the place, date and time thereof are announced at the meeting
at which the adjournment is taken; provided that if the date of any adjourned
meeting is more than thirty (30) days after the date for which the meeting was
originally noticed, or if a new record date is fixed for the adjourned meeting,
written notice of the place, date and time of the adjourned meeting shall be
given in conformity with these By-Laws. At any adjourned meeting, any business
may be transacted which might have been transacted at the original meeting.
 
                                       1
<PAGE>
 
     Section 5. Notice of Meetings. Except as otherwise provided in these
                ------------------
By-Laws or required by law, notice, in writing, of the time, place and purpose
of each meeting of Stockholders shall be given to each Stockholder of record
entitled to vote at such meeting, not less than ten (10) days nor more than
fifty (50) days before such meeting. Such notice shall be given by, or at the
direction of, the President or Secretary or other person or persons calling such
meeting, by leaving such notice with the Stockholder or at the Stockholder's
residence or usual place of business or by mailing a copy of the notice to the
Stockholder at the Stockholder's last known post office address as last shown on
the records of the Corporation.
 
     Section 6. Quorum. To constitute a quorum for the transaction of business
                ------
at any meeting of Stockholders, there must be present, in person or by proxy,
Stockholders of record holding at least a majority of each class of the issued
and outstanding shares of the stock of the Corporation entitled to vote at such
meeting. If notice of any adjourned special meeting of Stockholders is sent to
all Stockholders entitled to vote thereat stating that it will be held with
those present constituting a quorum, then, except as otherwise required by law,
those present at such adjourned meeting shall constitute a quorum, and all
matters shall be determined (subject to any specific voting requirements set
forth by law, the Corporation's Certificate of Incorporation or these By-Laws)
by a majority of the votes cast at such meeting.
 
     Section 7. Voting Rights and Requirements. Each holder of record of shares
                ------------------------------
of common stock of the Corporation shall be entitled to one vote for each share
of the stock registered in such holder's name on the record date for the
meeting. Subject to Section 4 above, Stockholder action on any matter whatsoever
at any meeting of the Stockholders shall require the affirmative vote of a
majority of the shares of the common stock of the Corporation represented at the
meeting and entitled to vote on the matter, subject to the quorum requirements
for such meeting. For those matters for which the vote of a designated
proportion of the shares of stock may be specified by the Stock Corporation Act,
the affirmative vote of a majority of the shares of stock of the Corporation
represented at the meeting and entitled to vote on the matter shall be required
and sufficient for Stockholder action on the matter, although the vote of a
greater proportion may be designated by the Stock Corporation Act, subject,
however, to any greater voting requirement that may from time to time be
specified in the Corporation's Certificate of Incorporation. The Corporation
shall not issue any class of stock or other security, or take any other action,
which nullifies, restricts or reduces the per-share voting rights of any of the
Corporation's outstanding shares of common stock.
 
     Section 8. Conduct of Business. The chairman of any meeting of Stockholders
                -------------------
shall be determined in accordance with these By-Laws and shall determine the
order of business and the procedures at the meeting, including such regulation
of the manner of voting and the conduct of discussion as seem to such chairman
in order. In the absence of the Secretary of the Corporation, the secretary of
the meeting shall be such person as the chairman of the meeting appoints. All
voting, including for the election of Directors but excepting where otherwise
required by law, may be by a voice vote; provided, however, that on demand
therefore by a Stockholder entitled to vote or such Stockholder's proxy, a stock
vote shall be taken. Every stock vote shall be taken by ballots, each of which
shall state the name of the Stockholder or proxy voting and such other
 
                                       2
<PAGE>
 
information as may be required under the procedure established for the meeting.
Every vote taken by ballots shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.
 
     Section 9. Prior Notice for Certain Proposals. Except in the case of a
                ----------------------------------
nomination for office as a Director made on behalf or with the concurrence of
the Board of Directors as expressed in a resolution adopted by the Board,
written notice of the intent of any Stockholder, or any other person authorized
to propose a matter for Stockholder action: (a) to make a nomination of a
candidate for the office of Director, (b) to propose the removal of any
Director, (c) to propose any amendment to the Corporation's Certificate of
Incorporation or to these By-Laws, or (d) to adopt or repeal a By-Law or to
render ineffective any action of the Board of Directors to adopt a By-Law or
amend or repeal a By-Law, at any meeting of Stockholders (other than a
resolution, if permitted by these By-Laws and the rules of the meeting, relating
to the procedures of the meeting) shall be delivered to the Secretary of the
Corporation not less than fifty (50) days preceding the date of the meeting (or
if fewer than fifty (50) days notice or prior public disclosure of the meeting
date is given or made by the Corporation, not later than the seventh day after
which the notice was mailed or such public disclosure was made) at which such
nomination or proposal is intended to be made.
 
     (a) In the case of each such nomination of a candidate for the office of
Director, such notice must contain or be accompanied by the following
information:
 
          (i)  the name and address of the Stockholder who intends to make the
               nomination;
 
          (ii) a representation that the Stockholder is a holder of record of
               the Corporation's stock entitled to vote for such Director and
               intends to appear in person or by proxy at a meeting to nominate
               the person specified in the notice;
 
          (iii) such information regarding the nominee as would have been
               required to be included in a proxy statement filed pursuant to
               Regulation 14A, as amended, adopted by the Securities and
               Exchange Commission under the Securities Exchange Act of 1934
               (the "Proxy Rules") had the nominee been nominated by the
               Corporation's Board of Directors and had the Corporation been
               subject to the Proxy Rules;
 
          (iv) a description of all arrangements or understandings among the
               Stockholder and the nominee and any other person or persons
               (naming such person or persons) pursuant to which the nomination
               is to be made by the Stockholder; and
 
          (v)  the written consent of the nominee to serve as a director of the
               Corporation if elected.
 
     (b) In the case of each proposal to remove a Director, such notice must
contain or be accompanied by the following information:
 
                                       3
<PAGE>
 
          (i)  the name and address of the Stockholder who intends to make such
               proposal;
 
          (ii) a representation that the Stockholder is a holder of record of
               the Corporation's stock entitled to vote for the removal of such
               Director and intends to appear in person or by proxy at a meeting
               to propose the removal of the Director identified in the notice;
 
          (iii) the name of the Director the Stockholder intends to propose the
               removal of, and the bases for such removal, which must be as
               enumerated in the Corporation's Certificate of Incorporation;
 
          (iv) such information regarding the proposal as would have been
               required to be included in a proxy statement filed pursuant to
               the Proxy Rules had the proposal been made by the Corporation's
               Board of Directors and had the Corporation been subject to the
               Proxy Rules; and
 
          (v)  a description of all arrangements or understandings among the
               Stockholder and any other person or persons (naming such person
               or persons) pursuant to which the proposal is to be made by the
               Stockholder.
 
     (c) In the case of each proposal to amend the Corporation's Certificate of
Incorporation or amend these By-Laws or to adopt or repeal a By-Law or to render
ineffective any action of the Board of Directors to adopt a By-Law or amend or
repeal a By-Law, such notice must contain or be accompanied by the following
information:
 
          (i)  the name and address of the Stockholder who intends to make such
               proposal;
 
          (ii) a representation that the Stockholder is a holder of record of
               the Corporation's stock entitled to vote for such action and
               intends to appear in person or by proxy at a meeting to propose
               the action specified in the notice;
 
          (iii) a description of the action the Stockholder intends to propose;
 
          (iv) such information regarding the proposal as would have been
               required to be included in a proxy statement filed pursuant to
               the Proxy Rules had the proposal been made by the Corporation's
               Board of Directors and had the Corporation been subject to the
               Proxy Rules; and
 
          (v)  a description of all arrangements or understandings among the
               Stockholder and any other person or persons (naming such person
               or persons) pursuant to which the proposal is to be made by the
               Stockholder.
 
                                       4
<PAGE>
 
     (d) The foregoing requirements shall be in addition to any other
requirements that may be imposed by the Proxy Rules, if applicable, and nothing
contained in these By-Laws shall be construed to require the Corporation to
include in any proxy statement of the Corporation any matter not required to be
included therein by the Proxy Rules, or to require the Corporation to be subject
to the Proxy Rules if not so subject by the terms of the Proxy Rules.
 
     Section 10. Stock List. A complete list of Stockholders entitled to vote at
                 ----------
any meeting of Stockholders, arranged in alphabetical order for each class or
stock and showing the address of each Stockholder and the number of shares
registered in such Stockholder's name, shall be prepared from the Corporation's
original share transfer book and shall be open to the examination of each
Stockholder, for any proper purpose, at the principal office of the Corporation,
during ordinary business hours for a period of at least five (5) days prior to
the meeting. The stock list shall also be kept at the place of the meeting
during the whole time thereof and shall be open to examination for any proper
purpose by any Stockholder who is present. The Corporation's original share
transfer book shall presumptively determine the identity of the Stockholders
entitled to inspect such list and to vote at the meeting and the number of
shares held by each of them.
 
     Section 11. Transaction of Business Without Meetings. Any action which may
                 ----------------------------------------
be authorized at a regularly constituted meeting of the Stockholders may be
authorized without such a meeting, provided that, either prior to, or subsequent
to, the time such action is taken, written consent thereto is signed by all of
the persons who would be entitled to vote upon such action at such a meeting, or
by their duly authorized attorneys, and such consent is filed with the Secretary
of the Corporation as part of the corporate records.
 
     Section 12. Proxies. All proxies shall be in writing and filed in
                 -------
accordance with the procedure established for the meeting. A proxy shall not be
valid after eleven (11) months from its date of execution unless it specifies a
greater length of time for which it is to continue. Attendance at any meeting by
a Stockholder who shall have previously given a proxy shall not, in itself,
revoke the proxy. The Corporation may treat any duly executed proxy as not
revoked and in full force and effect until it receives a duly executed
instrument revoking it, or a duly executed proxy bearing a later date.
 
ARTICLE II      DIRECTORS
                ---------
 
     Section 1. Number, Election, Term of Office and Removal.
                --------------------------------------------
 
     (a) Number. The number of Directorships of the Corporation shall be not be
         ------
fewer than three (3) nor more than fifteen (15) and, within such minimum and
maximum limits, shall be as determined and established from time to time by
resolutions adopted by a vote of a majority of Directors then in office, subject
to the quorum requirements set forth in Section 5 below. Unless otherwise so
determined and established, the number of Directorships shall be nine (9). The
Directors may at any time increase or decrease the number of Directorships,
subject to the maximum and minimum limits set forth above, by the concurring
vote of Directors holding a majority of the Directorships; provided, however,
that no reduction in the number of Directorships
 
                                       5
<PAGE>
 
shall cause the removal, or shorten the term, of any Director then in office.
Not more than one-half of the persons serving as Directors of the Corporation
shall be employees of the Corporation.
 
     (b) Term of Office. Directors shall hold office for the time for which they
         --------------
are elected or until their respective successors are duly elected and qualified.
 
     (c) Changes in Number of Directorships. Whenever the authorized number of
         ----------------------------------
Directorships is increased between annual meetings of the Stockholders, a
majority of the Directors then in office shall, subject to Section 2 below, have
the power to elect new Directors to fill such new Directorships for the balance
of a term and until their respective successors are elected and qualified. Any
decrease in the authorized number of Directorships shall not become effective
until the expiration of the terms of the Directors then in office unless, at the
time of such decrease, there shall be vacancies on the Board which are being
eliminated by the decrease.
 
     (d) Removal. A Director may be removed by the Stockholders entitled to vote
         -------
for the election of such Director with or without cause at any time, but subject
to the procedural rules set forth in these By-Laws.
 
     Section 2. Vacancies. Vacant Directorships shall be filled for the
                ---------
unexpired portion of the term by vote of the remaining Directors, the quorum
requirements set forth in Section 5 below notwithstanding; provided that if a
vacancy is created by an increase in the number of Directorships, it shall be
filled for the unexpired term by the concurring vote of the number of Directors
who hold a majority of the Directorships, calculated as of the time immediately
preceding the vote to increase the number of Directorships.
 
     Section 3. Regular Meetings. Beginning with the 1996 annual meeting, a
                ----------------
regular meeting of the Board of Directors shall be held immediately after, and
at the same place as, the annual meeting of Stockholders, and notice of such a
meeting need not be given. Additional regular meetings of the Board of Directors
shall be held at such time and place as may be specified from time to time by
resolution of the Board of Directors, and notice of such meetings need not be
given. If no such resolution shall be in effect, regular meetings of the Board
of Directors shall be called in the manner set forth below with respect to
special meetings of the Board of Directors.
 
     Section 4. Special Meetings. Special meetings of the Board of Directors may
                ----------------
be called by the President and shall be called by the President upon written
request of any two (2) Directors. If the President shall not call such meeting
within fifteen (15) days after receipt of such written request, the Directors
making such request may call the meeting, subject to the notice requirements set
forth below. At least two (2) days oral or written notice of each special
meeting stating the time and place of the meeting shall be given to each
Director. No notice of a Directors' meeting need be given to any Director who
attends such meeting in person without protesting prior to or at the
commencement of such meeting, or who waives such notice in a writing executed
and filed with the Corporation's Secretary, either before or after the meeting.
The Secretary shall cause any such waiver to be filed with, or entered upon, the
records of the meeting.
 
                                       6
<PAGE>
 
     Section 5. Conduct of Business. Except as otherwise expressly provided in
                -------------------
these By-Laws, a majority of the Directorships shall constitute a quorum. If a
quorum shall fail to attend any meeting, a majority of those Directors present
may adjourn the meeting to another place, date or time, without need for further
notice. At any meeting of the Board of Directors, business shall be transacted
in such order and manner as the Board may from time to time determine, and all
matters shall be determined by the majority of the Directors present, except as
otherwise required by law, the Corporation's Certificate of Incorporation or
these By-Laws.
 
     Section 6. Powers. The property, business and affairs of the Corporation
                ------
shall be managed by or under the direction of the Directors, who may exercise
all the powers and do all things which may be exercised by or done by the
Corporation, subject to requirements of law, the Corporation's Certificate of
Incorporation and these By-Laws. In addition to any other powers granted in the
Corporation's Certificate of Incorporation or these By-Laws, and without
limiting the generality of the preceding sentence, the Board of Directors shall
have the unqualified power:
 
     (a)  To declare dividends from time to time in accordance with law;
 
     (b)  To purchase or otherwise acquire any property, rights or privileges on
          such terms as it shall determine;
 
     (c)  To authorize the creation, making and issuance, in such form as it may
          determine, of written obligations of every kind, negotiable or
          non-negotiable, secured or unsecured, and to do all things necessary
          in connection therewith;
 
     (d)  To remove any officer of the Corporation with or without cause, notice
          or hearing, and from time to time to devolve the powers and duties of
          any officer upon any other individual for the time being;
 
     (e)  To confer on any officer of the Corporation the power to appoint,
          remove and suspend subordinate officers, employees and agents;
 
     (f)  To adopt from time to time in accordance with law such stock, option,
          stock purchase, bonus or other compensation plans for Directors,
          officers, employees and agents of the Corporation and its subsidiaries
          as it may determine;
 
     (g)  To adopt from time to time in accordance with law such insurance,
          retirement, and other benefit plans for Directors, officers, employees
          and agents of the corporation and its subsidiaries as it may
          determine; and
 
     (h)  To adopt from time to time regulations, not inconsistent with these
          By-Laws, for the management of the Corporation's business and affairs.
 
     Section 7. Committees.
                ----------
 
                                       7
<PAGE>
 
     (a) Appointment and Powers. The Board of Directors may, by the vote of a
         ----------------------
majority of the Directorships, designate two (2) or more Directors to constitute
an Executive Committee, a Compensation Committee, a Nominating Committee or
other Committee, and may designate or provide for the designation of one (1) or
more Directors as alternate members of any such Committee to replace any absent
or disqualified member at any meeting of the Committee. Each such Committee
shall have and may exercise all such authority of the Board of Directors as
shall be provided in the resolution establishing such Committee. Each such
Committee shall serve at the pleasure of the Board of Directors and shall keep
minutes of its proceedings which shall be reported to the Board of Directors.
 
     (b) Meetings. Meetings of any Committee of the Board of Directors may be
         --------
called by the President or any member of such Committee upon at least one (1)
day oral or written notice of the time and place, but not necessarily of the
purpose, of such meeting. A majority of the members of each Committee shall
constitute a quorum for the transaction of business, and, a quorum being
present, the action of a majority of those Committee members present shall be
the action of the Committee.
 
     (c) Conduct of Business. Each Committee may determine the procedural rules
         -------------------
for meeting and conducting its business and shall act in accordance therewith,
except as otherwise required by law or these By-Laws. Adequate provision shall
be made for notice to members of all meetings; one-third of the members shall
constitute a quorum unless the committee shall consist of one or two members, in
which event one member shall constitute a quorum; and all matters shall be
determined by a majority vote of the members present.
 
     (d) Mandatory Committees. Subsection (a) above notwithstanding, the Board
         --------------------
of Directors shall at all times establish and maintain all Committees as may
from time to time be required by Federal or State law or by regulation of any
securities exchange (collectively, the "Exchange") registered under the
Securities Exchange Act of 1934, as amended, or the National Association of
Securities Dealers (the "NASD") and on which any securities of the Corporation
are listed, including, if so required, an Audit Committee. Any such Committee
shall be established and maintained, and its business shall be conducted, in
accordance with the applicable provisions of law or regulation of the Exchange
or of the NASD, to the extent such law or regulation may be contrary to the
foregoing provisions of this Section 7.
 
     Section 8. Participation in Meetings by Telephone. Members of the Board of
                --------------------------------------
Directors, or of any Committee of the Board of Directors, may participate in a
meeting of the Board or such Committee by means of conference telephone or
similar communications equipment by means of which all individuals participating
in the meeting can hear each other, and such participation shall constitute
presence in person at such meeting.
 
     Section 9. Transaction of Business Without Meeting. Any action which could
                ---------------------------------------
be authorized at a regularly constituted meeting of the Board of Directors or a
Committee of the Board of Directors may be authorized without such a meeting,
provided that all of the Directors or all of the members of the Committee, as
the case may be, consent in writing to such action before or after the time such
action is taken and the number of such Directors or members constitutes a quorum
for such action. The Corporation's Secretary shall file such
 
                                       8
<PAGE>
 
consents with the minutes of the meetings of the Board of Directors and of the
Committees of the Board of Directors.
 
     Section 10. Compensation. Directors, as such, may receive, pursuant to
                 ------------
resolution of the Board of Directors, expense reimbursements, fixed fees and
other compensation for their services as Directors, including, without
limitation, for their services as members of any Committee of the Board of
Directors.
 
     Section 11. Indemnification and Reimbursement. The Corporation shall be
                 ---------------------------------
bound by and comply with the provisions of Section 33-320a of the Stock
Corporation Act pertaining to the indemnification of the persons identified
therein. The Corporation may, in the discretion of the Board of Directors,
procure insurance providing greater indemnification to any of such persons, and
may, in the discretion of the Board of Directors, pay all or part of the premium
cost of such insurance.
 
ARTICLE III     OFFICERS
                --------
 
     Section 1. Titles, Election and Duties. The Directors shall elect a
                ---------------------------
President, a Treasurer and a Secretary, and may from time to time elect a
Chairman, one or more Vice-Presidents, an Assistant Treasurer, an Assistant
Secretary and such other officers as they, the Directors, deem expedient. Any
two or more offices may be held by the same person, except the offices of
President and Secretary. The duties of the officers of the Corporation shall be
such as are imposed by these By-Laws and from time to time prescribed by the
Directors.
 
     Section 2. Chairman. The Chairman, if any, shall preside at all meetings of
                --------
the Board of Directors and Shareholders, lead the Corporation's efforts to
obtain growth financing and act as ambassador to the general public for the
Corporation, and shall have such other powers and duties as are commonly
incident to the office of the chairman of a corporation and which are not
specifically delegated or assigned by these By-Laws to any other officer of the
Corporation. The Chairman may sign any deeds, mortgages, bonds, contracts or
other instruments which the Board of Directors has authorized to be executed or
which are in the ordinary course of the Corporation's business. In the event of
the absence or disability of the President, the Chairman shall exercise the
powers of the President.
 
     Section 3. President. The President shall have such duties and powers as
                ---------
are commonly incident to the office of the president of a corporation and which
are not specifically delegated to another officer of the Corporation. In
particular, the President shall be the chief executive officer of the
Corporation and have general charge and direction of the business of the
Corporation and all the officers, employees and agents of the Corporation,
subject to the powers and duties specifically delegated and assigned by these
By-Laws to any other officer of the Corporation and to the control of the Board
of Directors. In all cases where the duties of officers, employees or agents of
the Corporation are not specifically prescribed by these By-Laws or by the Board
of Directors, they shall obey the orders and instructions of the President. The
President may sign any deeds, mortgages, bonds, contracts or other instruments
which the Board of Directors has authorized to be
 
                                       9
<PAGE>
 
executed or which are in the ordinary course of the Corporation's business. The
President shall assist the Chairman in seeing that all orders and resolutions of
the Board of Directors are carried into effect, subject, however, to the right
of the Board of Directors to delegate any specific powers to any other officer
or officers of the Corporation, and in having charge over supervision of the
Corporation's officers, employees and agents. In all cases where the duties of
officers, employees or agents of the Corporation are not specifically prescribed
by these By-Laws or by the Board of Directors or the Chairman, they shall obey
the orders and instructions of the President. In the event of the absence or
disability of the Chairman, the President shall exercise the powers of the
Chairman.
 
     Section 4. Vice-Presidents. The Vice-President, if any, or, if there shall
                ---------------
be more than one, the Vice-Presidents in the order of seniority or in any other
order determined by the Board of Directors shall, in the event of the absence or
disability of the Chairman and the President, perform the duties and exercise
the powers of the Chairman and the President. The Vice-President or
Vice-Presidents shall assist the Chairman and the President in the performance
of the Chairman's and the President's duties. One or more of the
Vice-Presidents, if any, may be designated as Executive or Senior
Vice-Presidents, or have such other designation as the Board of Directors may
from time to time determine.
 
     Section 5. Treasurer. The Treasurer shall keep the fiscal accounts of the
                ---------
Corporation, including an account of all moneys received or disbursed. At
intervals of not more than twelve (12) months, the Treasurer shall prepare or
have prepared for the Corporation a balance sheet showing the financial
condition of the Corporation as of a date not more than four (4) months prior
thereto, and a profit and loss statement respecting its operation for the twelve
(12) months preceding such date. The balance sheet and the profit and loss
statement shall be deposited at the principal office of the Corporation and
shall be kept by the Corporation for at least ten (10) years from such date. In
addition, within thirty (30) days after the preparation of each such balance
sheet and profit and loss statement, the Corporation shall mail a copy thereof
to each Stockholder of record. The Treasurer may endorse for and on behalf of
the Corporation, checks, notes and other obligations and shall deposit the same
and all moneys and valuables in the name of, and to the credit of the
Corporation in such banks and depositories as the Board of Directors shall
designate. The Treasurer shall have custody of and shall have the power to
endorse for transfer on behalf of the Corporation, stock, securities or other
investment instruments owned by the Corporation.
 
     Section 6. Assistant Treasurer. The Assistant Treasurer, if any, shall
                -------------------
assist the Treasurer in the performance of the Treasurer's duties and shall
carry out the duties of the Treasurer whenever the Treasurer is unable to
perform such duties.
 
     Section 7. Secretary. The Secretary shall keep the minutes of the meetings
                ---------
of Stockholders and Directors and shall give notice of all such meetings as
required in these By-Laws. The Secretary shall have charge of the seal of the
Corporation and all books, records and papers of the Corporation, except those
in the charge of the Treasurer or some other person authorized to have custody
and possession thereof by the Board of Directors.
 
                                       10
<PAGE>
 
     Section 8. Assistant Secretary. The Assistant Secretary, if any, shall
                -------------------
assist the Secretary in the performance of the Secretary's duties and shall
carry out the duties of the Secretary whenever the Secretary is unable to
perform such duties.
 
     Section 9. Delegation of Authority. Any other provision of these By-Laws
                -----------------------
notwithstanding, the Board of Directors may from time to time delegate the
powers or duties of any officer to any officer, employee or agent of the
Corporation.
 
     Section 10. Action with Respect to Securities of Other Corporations. Unless
                 -------------------------------------------------------
otherwise directed by the Board of Directors, the Chairman shall have the power
to vote and otherwise act on behalf of the Corporation, in person or by proxy,
at any meeting of the stockholders of, or with respect to any action of
stockholders of, any other corporation in which the Corporation may hold
securities and otherwise to exercise any and all rights and powers which the
Corporation may possess by reason of its ownership of securities in such other
corporation.
 
     Section 11. Compensation. The salaries of all officers shall be fixed by
                 ------------
the Board of Directors or a duly authorized Committee of the Board of Directors.
 
     Section 12. Terms of Office. Each officer shall serve for the term for
                 ---------------
which he or she is elected or until his or her successor is duly elected and
qualified, but any officer may be removed by the Board of Directors at any time
with or without cause and with or without notice or hearing. Vacancies among the
officers by reason of death, resignation or other causes shall be filled by the
Board of Directors.
 
ARTICLE IV      STOCK
                -----
 
     Section 1. Certificates of Stock. Certificates of stock shall be in a form
                ---------------------
adopted by the Board of Directors and shall be signed by the President or a
Vice-President, and by the Secretary, or an Assistant Secretary, or the
Treasurer, or an Assistant Treasurer, and shall be attested by the corporate
seal or a facsimile of the corporate seal. Facsimile signatures of officers may
be used on certificates of stock if such certificates are signed by a transfer
agent or registrar acting on behalf of the Corporation. Each certificate shall
set forth upon its face: (a) the name of the Corporation, (b) a statement that
the Corporation is organized under the laws of the State of Connecticut, (c) the
name of the person to whom issued, (d) the number, class and designation of
series, if any, of shares which such certificate represents, and (e) the par
value of each share represented by such certificate or a statement that such
shares are without par value.
 
     Section 2. Transfer of Stock. Shares of stock shall be transferred only on
                -----------------
the Corporation's transfer books kept at an office of the Corporation or by
transfer agents designated to transfer shares of the stock of the Corporation.
Except where a certificate is issued in accordance with Section 4 below, an
outstanding certificate for the number of shares involved shall be surrendered
for cancellation before a new certificate is issued therefore.
 
                                       11
<PAGE>
 
     Section 3. Record Date. The Board of Directors, to the extent permitted by
                -----------
law, may provide that the Corporation's stock transfer books shall be closed or
may fix a record date for the determination of the Stockholders who are entitled
to notice of or to vote at any meeting of Stockholders or any adjournment
thereof, to express consent to Stockholder action in writing without a meeting
if otherwise permitted by the Corporation's Certificate of Incorporation or
these By-Laws or to receive payment of any dividend or other distribution or
allotment of any rights or for any other proper purpose.
 
     Section 4. Lost Stolen or Destroyed Certificates. In the event of the loss,
                -------------------------------------
theft or destruction of any certificate of stock, another certificate may be
issued in its place pursuant to such regulations as the Board of Directors may
establish concerning proof of such loss, theft or destruction and concerning the
giving of a satisfactory bond or bonds of indemnity.
 
     Section 5. Transfer Agent and Registrar. The Board of Directors may
                ----------------------------
appoint, subject to revocation, reappointment or change, a Transfer Agent and a
Registrar of capital stock of any class or series, and while any such
appointment is in force with respect to any such class or series, no certificate
issued for stock of such class or series shall be valid without being
countersigned by such Transfer Agent, if one be so appointed, and registered by
such Registrar, if one be so appointed.
 
     Section 6. Regulations. The issue, transfer, conversion and registration or
                -----------
certificates of stock shall be governed by such other regulations as the Board
of Directors may establish.
 
ARTICLE V       AMENDMENTS
                ----------
 
     Section 1. Amendments of By-Laws. New By-Laws may be adopted and any
                ---------------------
By-Laws may be amended or repealed by the Stockholders or the Board of
Directors, by the affirmative vote of the holders of a majority of the voting
power of the shares entitled to vote thereon or of a majority of the
Directorships, as the case may be. The notice of any meeting of Stockholders or
Directors at which By-Laws are to be adopted, amended or repealed shall include
notice of such proposed action. Any action taken with respect to the By-Laws by
the Board of Directors may be rendered ineffective by the affirmative vote of
the holders of a majority of the voting power of the shares entitled to vote,
provided that the notice of any meeting of the Stockholders at which actions of
the Board of Directors are to be rendered ineffective shall include notice of
such proposed action.
 
     Section 2. Record of Changes. Whenever a By-Law is amended or repealed or a
                -----------------
new By-Law is adopted, such action and the date on which it was taken shall be
noted on the original By-Laws in the appropriate place or a new set of By-Laws
shall be prepared incorporating such changes.
 
ARTICLE VI      GENERAL PROVISIONS
                ------------------
 
                                       12
<PAGE>
 
     Section 1. Facsimile Signatures. In addition to the provision for use of
                --------------------
facsimile signatures elsewhere specifically authorized in these By-Laws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors or a Committee of the Board
of Directors.
 
     Section 2. Corporate Seal. The Board of Directors may authorize a suitable
                --------------
seal, containing the name of the Corporation, which seal shall be in the charge
of the Secretary. If and when so directed by the Board of Directors or a
Committee of the Board of Directors, duplicates of the seal may be kept and used
by the Treasurer or by an Assistant Secretary or Assistant Treasurer.
 
     Section 3. Time Periods. In applying any provision of these By-Laws which
                ------------
requires that an act be done or not be done a specified number of days prior to
an event, or that an act be done during a period of a specified number of days
prior to an event, calendar days shall be used, the day of the doing of the act
shall be excluded, and the day of the event shall be included.
 
     Section 4. Fiscal Year. The Corporation's fiscal year shall be such as is
                -----------
from time to time established by resolution of the Board of Directors. In the
absence of such a resolution, the Corporation's fiscal year shall run from
January 1 to December 31.
 
     Section 5. Inconsistencies with Certificate of Incorporation. If any
                -------------------------------------------------
provision of these By-Laws shall be found to be inconsistent with any provision
of the Corporation's Certificate of Incorporation, as presently existing or as
from time to time amended, the latter shall constitute the controlling
authority.
 
     Section 6. Statutory Reference. The term "Stock Corporation Act" as used in
                -------------------
these By-laws means the Stock Corporation Act of the State of Connecticut, as
codified in Chapter 599, Sections 33-282 et seq. of the Connecticut General
Statutes, and as amended from time to time, and any successor act of like force
and effect.
 
     Certified by the Secretary of HelpMate Robotics Inc. as the Corporation's
Amended and Restated By-Laws as adopted by the Board of Directors of the
Corporation on September 18, 1995 and effective on February 5, 1996.
 
 
                                                    /s/
                                                  ------------------------------
                                                  John M. Evans, Jr., Secretary
 
                                   

 

 

 

 

FORM OF

 

AGREEMENT AND PLAN OF MERGER

 

This AGREEMENT AND PLAN OF MERGER (“Agreement”) is effective as of October     , 2002 by and between PainCare Holdings, Inc., a Florida corporation (“PainCare Holdings” or the “Surviving Company”), and HelpMate Robotics, Inc., a Connecticut corporation (“HelpMate Robotics” or the “Non-Surviving Company”). Each are sometimes hereinafter referred to as the “Constituent Companies.”

 

W I T N E S S E T H :

 

WHEREAS, pursuant to Section 607.1105 of the Florida Business Corporation Act (“FBCA”) and Section 33-821 of the Connecticut Business Corporation Act (“CBCA”) the Constituent Companies’ respective Bylaws, the Board Directors and Shareholders of HelpMate Robotics and the Shareholders and Board of Directors of PainCare Holdings have each approved the Merger (as hereinafter defined), whereby HelpMate Robotics will merge with and into PainCare Holdings, upon the terms and subject to the conditions set forth herein, as evidenced by Minutes of a Meeting of the Board of Directors of PainCare Holdings dated September 13, 2002, Minutes of a Meeting of the Stockholders of PainCare Holdings dated September 13, 2002, Minutes of a Meeting of the Board of Directors of HelpMate Robotics and Minutes of a Meeting of the Stockholders of HelpMate Robotics dated October 8, 2002;

 

NOW, THEREFORE, in consideration of the premises and of the mutual covenants, representations, warranties and agreements herein contained, the parties hereto have agreed as follows:

 

ARTICLE I

 

THE MERGER

 

1.01  The Merger.

 

(a)  Subject to the terms and conditions of this Agreement, at the Effective Time (as such term is defined in Section 1.01(b) hereof), HelpMate Robotics shall be merged with and into PainCare Holdings (the “Merger”) in accordance with Section 607.1105 of the FBCA and Section 33-821 of the CBCA, and the separate corporate existence of HelpMate Robotics shall cease to exist and PainCare Holdings shall continue as the Surviving Company under the laws of the State of Florida under the name “PainCare Holdings, Inc”

 

(b)  The Surviving Company shall file duly executed Articles of Merger with the Florida Secretary of State (“FL Articles of Merger”). The Non-Surviving Company shall file duly executed Certificate of Merger with the Connecticut Secretary of State (“CN Certificate of Merger”). The “Effective Time” of the Merger shall be the later of: (i) the date and time of acceptance for filing with the Florida Secretary of State the FL Articles of Merger, and (ii) the date and time of acceptance for filing with the Connecticut Secretary of State the CN Certificate of Merger.

 

(c)  At the Effective Time, the Surviving Company shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, both of a public and private nature, of each of the Constituent Companies, and shall be subject to all of the restrictions, disabilities and duties of each of the Constituent Companies; and all of the rights, privileges, powers and franchises of each of the Constituent Companies, and all property (real, personal and mixed), and all debts due to either of the Constituent Companies on whatever account, for stock subscriptions as well as all other things in action or belonging to each of the Constituent Companies, shall be vested in the Surviving Company; and all property, rights, privileges, powers and franchises and all and every other interest shall thereafter be the property of the Surviving Company as they were of the several and respective Constituent Companies; but all rights of creditors and all liens upon any property of either of the Constituent Companies shall be preserved unimpaired, and all debts, liabilities and duties of each of the Constituent Companies shall thenceforth attach to the Surviving Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by the Surviving Company.

 

1.02  Conversion of Shares of Common Stock.    Immediately at the Effective Time, each of the issued and outstanding shares of Common Stock of the Non-Surviving Company shall be converted into the same number of shares of Common Stock of the Surviving Company pursuant to the Merger.

 

1.03  Certificate of Incorporation of the Surviving Company.    The Certificate of Incorporation of the Surviving Company in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Company until otherwise amended or repealed.

1


 

1.04  Bylaws of the Surviving Company.    The Bylaws of the Surviving Company shall be the Bylaws of the Surviving until otherwise amended or repealed.

 

1.05  Board of Directors of the Non-Surviving Company.    The Board of Directors of the Non-Surviving Company in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the Board of Directors of the Surviving Company from and after the Effective Time in accordance with the Bylaws of the Surviving Company.

 

1.06  Tax Treatment of the Merger.    It is intended by the parties hereto that the Merger shall constitute a reorganization of the Surviving and the Non-Surviving Company within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended.

 

ARTICLE II

 

SHARES OF STOCK

 

2.01  Authorized Shares of HelpMate Robotics and PainCare Holdings.    The authorized capital stock of HelpMate Robotics consists of Forty Million (40,000,000) shares of common stock with a no par value, and no shares of preferred stock. The authorized capital stock of PainCare Holdings consists of Eighty-Five Million (85,000,000) shares consisting of Seventy-Five Million (75,000,000) shares of common stock with a par value of $0.0001 per share, and Ten Million (10,000,000) shares of preferred stock with a par value of $0.0001 per share.

 

2.02  Conversion of Shares of Stock.    At the Effective Time, pursuant to the Merger, each stockholder of the Non-Surviving Company shall automatically become a stockholder of the Surviving Company and each share of common stock in the Non-Surviving Company shall be converted into the same number of shares of common stock in the Surviving Company.

 

ARTICLE III

 

MISCELLANEOUS

 

3.01  Fees and Expenses.    Whether or not the Merger is consummated, the Surviving Company shall pay the costs and expenses incident to the preparation of this Agreement, the consummation of the Merger, and the performance of and compliance with all of the agreements and conditions contained herein.

 

3.02  Notices.    All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or mailed by overnight delivery service or by first class mail postage prepaid, or sent by telecopier, to the parties at the following addresses (or at such other address of a party as shall be specified by like notice) as follows:

 

(a)  if to the Non-Surviving Company at:

 

HelpMate Robotics, Inc.

 

 

37 North Orange Ave., Suite 500

 

 

Orlando, FL 32801

 

 

Attention: CEO.

 

(b)  if to the Surviving Company at:

 

PainCare Holdings, Inc.

 

 

37 North Orange Ave., Suite 500

 

 

Orlando, FL 32801

 

 

Attention: CEO

 

3.03  Binding Effect; Benefit.    This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

 

3.04  Amendment and Modification.    Subject to applicable law, this Agreement may be amended, modified and supplemented in any and all respects by written agreement of the directors and shareholders of the Surviving Company and the directors and shareholders of the Non-Surviving Company at any time prior to the Effective Time with respect to any of the terms contained herein.

 

2


3.05  Section Headings.    The Section headings contained in this Agreement are inserted for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

 

3.06  Applicable Law.    This Agreement and the legal relations among the parties hereto shall be governed by and construed in accordance with the laws of the State of Florida without regard to the conflict of laws principles or rules thereof.

 

3.07  Integration.    This Agreement sets forth and is intended to be an integration of all of the promises, agreements, conditions, understandings, covenants, warranties and representations among the parties with respect to the Merger and there are no promises, agreements, conditions, understandings, covenants, warranties or representations, oral or written, express or implied, among the parties with respect to the transactions contemplated other than as set forth herein. Any and all prior agreements among the parties with respect to the Merger are hereby revoked.

 

IN WITNESS WHEREOF, the parties hereto have executed this Merger Agreement effective as of the date first written.

 

HELPMATE ROBOTICS, INC.

    a Connecticut Corporation

 

 

 

By:

 

/s/    RANDY LUBINSKY        


 

 

Chairman and Chief Executive Officer

 

PAINCARE HOLDINGS, INC.

    a Florida Corporation

 

 

 

By:

 

/s/    RANDY LUBINSKY        


 

 

Chairman and Chief Executive Officer