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                                                                 EXHIBIT 4.1(a)

                                    BYLAWS
                                      OF
                               NEURON DATA, INC.
                         (as amended on July 29, 1998)

                              ARTICLE I- OFFICES
                              ------------------

          Section 1.  The principal executive office of Neuron Data, Inc. (the
"Corporation") shall be located at any place within or outside the State of
California as fixed by resolution of the Board of Directors. If the principal
executive office is located outside this state and the Corporation has one or
more business offices in this state, the Board of Directors shall fix and
designate a principal business office in the State of California.

          Section 2.  The Corporation may also have offices at such other places
as the Board of Directors may from time to time designate, or as the business of
the Corporation may require.

                      ARTICLE II - SHAREHOLDERS' MEETINGS
                      -----------------------------------

          Section 1.  Annual Meetings. The annual meeting of the shareholders of
                      ---------------
the Corporation for the election of directors to succeed those whose terms
expire and for the transaction of such other business as may properly come
before the meeting shall be held each year on the third Tuesday in May at 10:00
a.m. at the principal executive office of the Corporation, or at such other
place as may be determined by the Board of Directors, if not a legal holiday,
and if a legal holiday, then on the next succeeding business day at the same
hour and place. If the annual meeting of the shareholders be not held as herein
prescribed, the election of directors may be held at any meeting thereafter
called pursuant to these ByLaws.

          Section 2.  Special Meetings. Special meetings of the shareholders,
                      ----------------
for any purpose whatsoever, unless otherwise prescribed by statute, may be
called at any time by the President, by the Board of Directors, or by one or
more shareholders holding not less than ten percent (10%) of the voting power of
the Corporation.

          Section 3.  Place. All meetings of the shareholders shall be at any
                      -----
place within or without the State of California designated by the Board of
Directors or by written consent of all the persons entitled to vote thereat,
given either before or after the meeting. In the absence of any such
designation, shareholders' meetings shall be held at the principal executive
office of the Corporation.

          Section 4.  Notice. Notice of meetings of the shareholders of the
                      ------
Corporation shall be given in writing to each shareholder entitled to vote,
either personally or by first-class mail or other means of written
communication, charges prepaid, addressed to the shareholder at
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his address appearing on the books of the Corporation or given by the
shareholder to the Corporation for the purpose of notice. Notice of any such
meeting of shareholders shall be sent to each shareholder entitled thereto not
less than ten (10) nor more than sixty (60) days before the meeting. Said notice
shall state the place, date and hour of the meeting and, (1) in the case of
special meetings, the general nature of the business to be transacted, and no
other business may be transacted, or (2) in the case of annual meetings, those
matters which the Board of Directors, at the time of the mailing of the notice,
intends to present for action by the shareholders, and (3) in the case of any
meeting at which directors are to be elected, the names of the nominees intended
at the time of the mailing of the notice to be presented by management for
election.

          Section 5.  Adjourned Meetings. Any shareholders' meeting may be
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adjourned from time to time by the vote of the holders of a majority of the
voting shares present at the meeting either in person or by proxy. Notice of any
adjourned meeting need not be given unless a meeting is adjourned for forty-five
(45) days or more from the date set for the original meeting.

          Section 6.  Quorum. The presence in person or by proxy of the persons
                      ------
entitled to vote a majority of the shares entitled to vote at any meeting
constitutes a quorum for the transaction of business. The shareholders present
at a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.

          In the absence of a quorum, any meeting of shareholders may be
adjourned from time to time by the vote of a majority of the shares, the holders
of which are either present in person or represented by proxy thereat, but no
other business may be transacted, except as provided above.

          Section 7.  Consent to Shareholder Action. Any action which may be
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taken at any meeting of shareholders may be taken without a meeting and without
prior notice, if a consent in writing, setting forth the action so taken, shall
be signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted;
provided, however, that (1) unless the consents of all shareholders entitled to
vote have been solicited in writing, notice of any shareholder approval without
a meeting by less than unanimous written consent shall be given as required by
the California Corporations Code, and (2) directors may not be elected by
written consent except by unanimous written consent of all shares entitled to
vote for the election of directors.

          Any written consent may be revoked by a writing received by the
Secretary of the Corporation prior to the time that written consents of the
number of shares required to authorize the proposed action have been filed with
the Secretary.

          Section 8.  Waiver of Notice. The transactions of any meeting of
                      ----------------
shareholders,

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however called and noticed, and whenever held, shall be as valid as though had
at a meeting duly held after regular call and notice, if a quorum be present
either in person or by proxy, and if, either before or after the meeting, each
of the persons entitled to vote, not present in person or by proxy, signs a
written waiver of notice, or a consent to the holding of the meeting, or an
approval of the minutes thereof. All such waivers, consents, or approvals shall
be filed with the corporate records or made a part of the minutes of the
meeting.

          Section 9.  Voting. The voting at all meetings of shareholders need
                      ------
not be by ballot, but any qualified shareholder before the voting begins may
demand a stock vote whereupon such stock vote shall be taken by ballot, each of
which shall state the name of the shareholder voting and the number of shares
voted by such shareholder, and if such ballot be cast by a proxy, it shall also
state the name of such proxy.

          At any meeting of the shareholders, every shareholder having the right
to vote shall be entitled to vote in person, or by proxy appointed in a writing
subscribed by such shareholder and bearing a date not more than eleven (11)
months prior to said meeting, unless the writing states that it is irrevocable
and is held by a person specified in Section 705(e) of the California
Corporations Code, in which event it is irrevocable for the period specified in
said writing.

          Section 10.  Record Dates. In the event the Board of Directors fixes a
                       ------------
day for the determination of shareholders of record entitled to vote as provided
in Section 1 of Article V of these ByLaws, then, subject to the provisions of
the General Corporation Law of the State of California, only persons in whose
name shares entitled to vote stand on the stock records of the Corporation at
the close of business on such day shall be entitled to vote.

          If no record date is fixed:

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

          The record date for determining shareholders entitled to give consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is necessary, shall be the day on which the first written
consent is given; and

          The record date for determining shareholders 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, or the sixtieth (60th) day prior to the
date of such other action, whichever is later.

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

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Directors fixes a new record date for the adjourned meeting, but the Board of
Directors shall fix a new record date if the meeting is adjourned for more than
forty-five (45) days.

          Section 11.  Cumulative Voting for Election of Directors. Provided the
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candidate's name has been placed in nomination prior to the voting and one or
more shareholders has given notice at the meeting prior to the voting of the
shareholder's intent to cumulate the shareholder's votes, every shareholder
entitled to vote at any election for directors shall have the right to cumulate
such shareholder's votes and give one candidate a number of votes equal to the
number of directors to be elected multiplied by the number of votes to which the
shareholder's shares are normally entitled, or distribute the shareholder's
votes on the same principle among as many candidates as the shareholder shall
think fit. The candidates receiving the highest number of votes of the shares
entitled to be voted for them up to the number of directors to be elected by
such shares are elected.

                        ARTICLE III - BOARD OF DIRECTORS
                        --------------------------------

          Section 1.  Powers. Subject to any limitations in the Articles of
                      ------
Incorporation or these ByLaws and to any provision of the California
Corporations Code requiring shareholder authorization or approval for a
particular action, 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. The Board of Directors may delegate the management of the
day-to-day operation of the business of the Corporation to a management company
or other person provided that the business and affairs of the Corporation shall
be managed and all corporate powers shall be exercised, under the ultimate
direction of the Board of Directors.

          Section 2.  Number, Tenure and Qualifications. The authorized number
                      ---------------------------------
of directors of the Board of Directors shall be nine (9).

          Directors shall hold office until the next annual meeting of
shareholders and until their respective successors are elected. If any such
annual meeting is not held, or the directors are not elected thereat, the
directors may be elected at any special meeting of shareholders held for that
purpose. Directors need not be shareholders.

          Section 3.  Regular Meetings. A regular annual meeting of the Board of
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Directors shall be held without other notice than this ByLaw immediately after,
and at the same place as, the annual meeting of shareholders. The Board of
Directors may provide for other regular meetings from time to time by
resolution.

          Section 4.  Special Meetings. Special meetings of the Board of
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Directors may be called at any time by the President, or any Vice President, or
the Secretary or any two (2) directors. Written notice of the time and place of
all special meetings of the Board of Directors shall be delivered personally or
by telephone or telegraph to each director at least forty-eight (48) hours
before the meeting, or sent to each director by first-class mail, postage
prepaid, at least four

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(4) days before the meeting. Such notice need not specify the purpose of the
meeting. Notice of any meeting of the Board of Directors need not be given to
any director who signs a waiver of notice, whether before or after the meeting,
or who attends the meeting without protesting prior thereto or at its
commencement, the lack of notice to such director.

          Section 5.  Place of Meetings. Meetings of the Board of Directors may
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be held at any place within or without the State of California, which has been
designated in the notice, or if not stated in the notice or there is no notice,
the principal executive office of the Corporation or as designated by the
resolution duly adopted by the Board of Directors.

          Section 6.  Participation by Telephone. Members of the Board of
                      --------------------------
Directors may participate in a meeting through use of conference telephone or
similar communications equipment, so long as all members participating in such
meeting can hear one another.

          Section 7.  Quorum. A quorum at all meetings of the Board of Directors
                      ------
shall be a majority of the authorized number of directors. In the absence of a
quorum a majority of the directors present may adjourn any meeting to another
time and place. If a meeting is adjourned for more than twenty-four (24) hours,
notice of any adjournment to another time or place shall be given prior to the
time of the adjourned meeting to the directors who were not present at the time
of adjournment.

          Section 8.  Action at Meeting. Every act or decision done or made by a
                      -----------------
majority of the directors present at a meeting duly held at which a quorum is
present is the act of the Board of Directors. 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 such meeting.

          Section 9.  Waiver of Notice. The transactions of any meeting of the
                      ----------------
Board of Directors, however called and noticed or wherever held, are as valid as
though had at a meeting duly held after regular call and notice if a quorum is
present and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice, a consent to holding the meeting, or
an approval of the minutes thereof. All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.

          Section 10.  Action Without Meeting. Any action required or permitted
                       ----------------------
to be taken by the Board of Directors may be taken without a meeting, if all
members of the Board individually or collectively consent in writing to such
action. Such written consent or consents shall be filed with the minutes of the
proceedings of the Board. Such action by written consent shall have the same
force and effect as a unanimous vote of such directors.

          Section 11.  Removal. The Board of Directors may declare vacant the
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office of a director who has been declared of unsound mind by an order of court
or who has been convicted of a felony.

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          The entire Board of Directors or any individual director may be
removed from office without cause by a vote of shareholders holding a majority
of the outstanding shares entitled to vote at an election of directors;
provided, however, that unless the entire Board is removed, no individual
director may be removed when the votes cast against removal, or not consenting
in writing to such removal, would be sufficient to elect such director if voted
cumulatively at an election at which the same total number of votes cast were
cast (or, if such action is taken by written consent, all shares entitled to
vote were voted) and the entire number of directors authorized at the time of
the director's most recent election were then being elected.

          In the event an office of a director is so declared vacant or in case
the Board or any one or more directors be so removed, new directors may be
elected at the same meeting.

          Section 12.  Resignations. Any director may resign effective upon
                       ------------
giving written notice to the President, the Secretary or the Board of Directors
of the Corporation, unless the notice specifies a later time for the
effectiveness of such resignation. If the resignation is effective at a future
time, a successor may be elected to take office when the resignation becomes
effective.

          Section 13.  Vacancies. Except for a vacancy created by the removal of
                       ---------
a director, all vacancies in the Board of Directors, whether caused by
resignation, death or otherwise, may be filled by a majority of the remaining
directors, though less than a quorum, or by a sole remaining director, and each
director so elected shall hold office until his successor is elected at an
annual, regular or special meeting of the shareholders. Vacancies created by the
removal of a director may be filled only by approval of the shareholders. The
shareholders may elect a director at any time to fill any vacancy not filled by
the directors. Any such election by written consent requires the consent of a
majority of the outstanding shares entitled to vote.

          Section 14.  Compensation. No stated salary shall be paid directors,
                       ------------
as such, for their services, but, by resolution of the Board of Directors, a
fixed sum and expenses of attendance, if any, may be allowed for attendance at
each regular or special meeting of such Board; provided that nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

          Section 15.  Committees. The Board of Directors may, by resolution
                       ----------
adopted by a majority of the authorized number of directors, designate one or
more committees, each consisting of two (2) or more directors, to serve at the
pleasure of the Board of Directors. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee. The appointment of members or alternate
members of a committee requires the vote of a majority of the authorized number
of directors. Any such committee, to the extent provided in the resolution of
the Board of Directors, shall have all the authority of the Board of Directors
in the management of the

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business and affairs of the Corporation, except with respect to (a) the approval
of any action requiring shareholders' approval or approval of the outstanding
shares, (b) the filling of vacancies on the Board or any committee, (c) the
fixing of compensation of directors for serving on the Board or a committee, (d)
the adoption, amendment or repeal of Bylaws, (e) the amendment or repeal of any
resolution of the Board which by its express terms is not so amendable or
repealable, (f) a distribution to shareholders, except at a rate or in a
periodic amount or within a price range determined by the Board, and (g) the
appointment of other committees of the Board or the members thereof.

                              ARTICLE IV- OFFICERS
                              --------------------

          Section 1.  Number and Term. The officers of the Corporation shall be
                      ---------------
a President, one or more Vice Presidents, a Secretary and a Chief Financial
Officer, all of which shall be chosen by the Board of Directors. In addition,
the Board of Directors may appoint such other officers as may be deemed
expedient for the proper conduct of the business of the Corporation, each of
whom shall have such authority and perform such duties as the Board of Directors
may from time to time determine. The officers to be appointed by the Board of
Directors shall be chosen annually at the regular meeting of the Board of
Directors held after the annual meeting of shareholders and shall serve at the
pleasure of the Board of Directors. If officers are not chosen at such meeting
of the Board of Directors, they shall be chosen as soon thereafter as shall be
convenient. Each officer shall hold office until his successor shall have been
duly chosen or until his removal or resignation.

          Section 2.  Inability to Act. In the case of absence or inability to
                      ----------------
act of any officer of the Corporation and of any person herein authorized to act
in his place, the Board of Directors may from time to time delegate the powers
or duties of such officer to any other officer, or any director or other person
whom it may select.

          Section 3.  Removal and Resignation. Any officer chosen by the Board
                      -----------------------
of Directors may be removed at any time, with or without cause, by the
affirmative vote of a majority of all the members of the Board of Directors.

          Any officer chosen by the Board of Directors may resign at any time by
giving written notice of said resignation to the Corporation. Unless a different
time is specified therein, such resignation shall be effective upon its receipt
by the President, the Secretary or the Board of Directors.

          Section 4.  Vacancies. A vacancy in any office because of any cause
                      ---------
may be filled by the Board of Directors for the unexpired portion of the term.

          Section 5.  President. The President shall be the general manager and
                      ---------
chief executive officer of the Corporation, subject to the control of the Board
of Directors, and as such shall preside at all meetings of the Board and the
shareholders, shall have general supervision of

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the affairs of the Corporation, shall sign or countersign or authorize another
officer to sign all certificates, contracts, and other instruments of the
Corporation as authorized by the Board of Directors, shall make reports to the
Board of Directors and shareholders, and shall perform all such other duties as
are incident to such office or are properly required by the Board of Directors.

          Section 6.  Vice President. In the absence of the President, or in the
                      --------------
event of such officer's death, disability or refusal to act, the Vice President,
or in the event there be more than one Vice President, the Vice Presidents in
the order designated at the time of their selection, or in the absence of any
such designation, then in the order of their selection, shall perform the duties
of President, and when so acting, shall have all the powers and be subject to
all restrictions upon the President. Each Vice President shall have such powers
and discharge such duties as may be assigned from time to time by the President
or by the Board of Directors.

          Section 7.  Secretary. The Secretary shall see that notices for all
                      ---------
meetings are given in accordance with the provisions of these ByLaws and as
required by law, shall keep minutes of all meetings, shall have charge of the
seal and the corporate books, and shall make such reports and perform such other
duties as are incident to such office, or as are properly required by the
President or by the Board of Directors.

          The Assistant Secretary or the Assistant Secretaries, in the order of
their seniority, shall, in the absence or disability of the Secretary, or in the
event of such officer's refusal to act, perform the duties and exercise the
powers and discharge such duties as may be assigned from time to time by the
President or by the Board of Directors.

          Section 8.  Chief Financial Officer. The Chief Financial Officer may
                      -----------------------
also be designated by the alternate title of "Treasurer." The Chief Financial
officer shall have custody of all moneys and securities of the Corporation and
shall keep regular books of account. Such officer shall disburse the funds of
the Corporation in payment of the just demands against the Corporation, or as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Board of Directors from time to time as
may be required of such officer, an account of all transactions as Chief
Financial Officer and of the financial condition of the Corporation. Such
officer shall perform all duties incident to such office or which are properly
required by the President or by the Board of Directors.

          The Assistant Chief Financial officer or the Assistant Chief Financial
Officers, in the order of their seniority, shall, in the absence or disability
of the Chief Financial Officer, or in the event of such officer's refusal to
act, perform the duties and exercise the powers of the Chief Financial Officer,
and shall have such powers and discharge such duties as may be assigned from
time to time by the President or by the Board of Directors.

          Section 9.  Salaries. The salaries of the officers shall be fixed from
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time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that such officer is also a director
of the Corporation.

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          Section 10.  Officers Holding More Than One Office. Any two or more
                       -------------------------------------
offices may be held by the same person, but no person shall execute, acknowledge
or verify any instrument in more than one capacity.

                            ARTICLE V- MISCELLANEOUS
                            ------------------------

          Section 1.  Record Date and Closing of Stock Books. The Board of
                      --------------------------------------
Directors may fix a time in the future as a record date for the determination of
the shareholders entitled to notice of and to vote at any meeting of
shareholders or entitled to receive payment of any dividend or distribution, or
any allotment of rights, or to exercise rights in respect to any other lawful
action. The record date so fixed shall not be more than sixty (60) nor less than
ten (10) days prior to the date of the meeting or event for the purposes of
which it is fixed. When a record date is so fixed, only shareholders of record
at the close of business on that date are entitled to notice of and to vote at
the meeting or to receive the dividend, distribution, or allotment of rights, or
to exercise the rights, as the case may be, notwithstanding any transfer of any
shares on the books of the Corporation after the record date.

          The Board of Directors may close the books of the Corporation against
transfers of shares during the whole or any part of a period of not more than
sixty (60) days prior to the date of a shareholders' meeting, the date when the
right to any dividend, distribution, or allotment of rights vests, or the
effective date of any change, conversion or exchange of shares.

          Section 2.  Certificates. Certificates of stock shall be issued in
                      ------------
numerical order and each shareholder shall be entitled to a certificate signed
in the name of the Corporation by the President or a Vice President, and the
Chief Financial Officer, the Secretary or an Assistant Secretary, certifying to
the number of shares owned by such shareholder. Any or all of the signatures on
the certificate may be facsimile. Prior to the due presentment for registration
of transfer in the stock transfer book of the Corporation, the registered owner
shall be treated as the person exclusively entitled to vote, to receive
notifications and otherwise to exercise all the rights and powers of an owner,
except as expressly provided otherwise by the laws of the State of California.

          Section 3.  Representation of Shares in Other Corporations. Shares of
                      ----------------------------------------------
other corporations standing in the name of this Corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the
Corporation by the President or any Vice President and the Chief Financial
Officer or the Secretary or an Assistant Secretary.

          Section 4.  Fiscal Year. The fiscal year of the Corporation shall end
                      -----------
on the 31st day of March.

          Section 5.  Annual Reports. The Annual Report to shareholders,
                      --------------
described in the California Corporations Code, is expressly waived and dispensed
with.

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          Section 6.  Amendments. ByLaws may be adopted, amended, or repealed by
                      ----------
the vote or the written consent of shareholders entitled to exercise a majority
of the voting power of the Corporation. Subject to the right of shareholders to
adopt, amend, or repeal ByLaws, ByLaws may be adopted, amended, or repealed by
the Board of Directors, except that a ByLaw amendment thereof changing the
authorized number of directors may be adopted by the Board of Directors only if
these ByLaws permit an indefinite number of directors and the ByLaw or amendment
thereof adopted by the Board of Directors changes the authorized number of
directors within the limits specified in these ByLaws.

          Section 7.  Indemnification of Corporate Agents. The Corporation shall
                      -----------------------------------
indemnify each of its agents against expenses, judgments; fines, settlements and
other amounts, actually and reasonably incurred by such person by reason of such
person's having been made or having threatened to be made a party to a
proceeding to the fullest extent permissible by the provisions of Section 317 of
the California Corporations Code and the Corporation shall advance the expenses
reasonably expected to be incurred by such agent in defending any such
proceeding upon receipt of the undertaking required by subdivision (f) of such
Section. The terms "agent," "proceeding" and "expenses" made in this Section 7
shall have the same meaning as such terms in said Section 317.

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