[LOGO]

State of California
Office of the Secretary of State

I, MARCH FONG EU, Secretary of State of the State of California, hereby certify:

That the annexed  transcript has been compared with the corporate record on file
in this  office,  of which it purports to be a copy,  and that the same is full,
true and correct.

IN WITNESS  WHEREOF,  I execute this certificate and affix the Great Seal of the
State of California this June 17, 1981.

/s/March Fong Eu
Secretary of State

[SEAL]






<PAGE> 


[STAMP: 1079749 ENDORSED FILED in the office of the Secretary of State of the 
State of California June 17, 1981, March Fong Eu, Secretary of State, Colleen 
R. Peterson, Deputy]


                            ARTICLES OF INCORPORATION

                                       OF

                               BAY BANCORPORATION




                                      FIRST
                                      -----
                        The name of this corporation is:


                               BAY BANCORPORATION


                                     SECOND
                                     ------
The purpose of the  corporation  is to engage in any lawful act or activity  for
which a  corporation  may be  organized  under the  General  Corporation  Law of
California  other than the banking  business,  the trust company business or the
practice  of a  profession  permitted  to  be  incorporated  by  the  California
Corporations Code.
                                      THIRD
                                      -----
The name and address of this corporation's  initial agent for service of process
is:

                               Richard M. Kahler
                             1409 Washington Avenue
                             San Leandro, CA 94577

                                     FOURTH
                                     ------
(a) This  corporation  is authorized  to issue two classes of shares  designated
"Preferred  Stock" and  "Common  Stock",  respectively.  The number of shares of
Preferred  Stock  authorized  to be issued is One  Million  (1,000,000)  and the
number  of  shares of Common  Stock  authorized  to be issued is Twenty  Million
(20,000,000).
(b) The  Preferred  Stock may be divided into such number of series as the board
of directors  may  determine.  The board of directors is authorized to determine
and alter the rights,  preferences,  privileges and restrictions  granted to and
imposed  upon the  Preferred  Stock or any series  thereof  with  respect to any
wholly  unissued  class or series of Preferred  Stock,  and to fix the number of
shares of any series of Preferred  Stock and the  designation of any such series
of Preferred Stock.  The board of directors,  within the limits and restrictions
stated in any  resolution or  resolutions  of the board of directors  originally
fixing the number of shares  constituting  any series,  may increase or decrease
(but not below the number of shares of such series then  outstanding) the number
of shares of any series subsequent to the issue of shares of that series.


<PAGE> 


IN WITNESS WHEREOF,  for the purpose of forming this corporation  under the laws
of the State of California I, the undersigned incorporator,  have executed these
Articles of Incorporation this 16th day of June, 1981.

                                    /S/ Steven M. Plevin
                                    --------------------
                                    STEVEN M. PLEVIN



<PAGE>  



                                   DECLARATION
I  declare  that  I am  the  person  who  executed  the  foregoing  Articles  of
Incorporation  and that  said  instrument  is my act and deed.  
Executed at San Francisco, California, this 16th day of June, 1981.
                                        /S/  Steven M. Plevin
                                        ---------------------
                                        STEVEN M. PLEVIN


<PAGE> 




[LOGO]

State of California
Office of the Secretary of State


I, MARCH FONG EU, Secretary of State of the State of California, hereby certify:

That the annexed  transcript has been compared with the corporate record on file
in this  office,  of which it purports to be a copy,  and that the same is full,
true and correct.

IN WITNESS  WHEREOF,  I execute this certificate and affix the Great Seal of the
State of California this May 10, 1983.

/s/March Fong Eu
Secretary of State

[SEAL]



<PAGE> 






[STAMP:  ENDORSED FILED in the office of the Secretary of State of the State of
California May 10, 1983, March Fong Eu, Secretary of State, by James E. Harris,
 Deputy]





                           CERTIFICATE OF AMENDMENT OF


                          ARTICLES OF INCORPORATION OF


                               BAY BANCORPORATION


Robert L. Swanson certifies that:
1.  He is the  President  and  Secretary  of Bay  Bancorporation,  a  California
corporation.  
2. ARTICLE FIRST of the Articles of Incorporation  is amended,  in full to read:
The name of this corporation is:

                             BAY COMMERCIAL SERVICES

3. The  amendment  herein  set  forth  has been  duly  approved  by the Board of
Directors.
4. The amendment herein set forth has been duly approved by shareholders holding
100% of the outstanding shares. The corporation has only one class of shares and
the number of outstanding shares is 100.
                                              /S/  Robert L. Swanson
                                              ---------------------
                                                  Robert L. Swanson
                                                  President and Secretary

Robert  L.  Swanson  declares  under  penalty  of  perjury  that he has read the
foregoing  certificate and knows the contents  thereof and that the same is true
of his own knowledge. 
Executed at San Leandro, California on May 5, 1983.
                                               /S/  Robert L. Swanson
                                              -----------------------
                                                   Robert L. Swanson



<PAGE> 




 [LOGO]

State of California
Office of the Secretary of State
Corporation Division

I, MARCH FONG EU, Secretary of State of the State of California, hereby certify:

That the annexed  transcript has been compared with the corporate record on file
in this  office,  of which it purports to be a copy,  and that the same is full,
true and correct.

IN WITNESS  WHEREOF,  I execute this certificate and affix the Great Seal of the
State of California this September 20, 1988.

/s/March Fong Eu
Secretary of State

                                                                         [SEAL]

<PAGE> 46




[STAMP:  ENDORSED FILED in the office of the Secretary of State of the State of 
California, September 16, 1988, March Fong Eu, Secretary of State]




                            CERTIFICATE OF AMENDMENT


                                       OF


                            ARTICLES OF INCORPORATION


                                       OF


                             BAY COMMERCIAL SERVICES

Richard M. Kahler and Randall D. Greenfield certify that:

1. They are the duly elected and acting  President and Secretary,  respectively,
of Bay Commercial Services, a California corporation.


2. ARTICLE FIFTH is added to the Articles of Incorporation to read as follows:


                                     FIFTH

(a) The liability of the directors of the corporation for monetary damages shall
be eliminated to the fullest extent permissible under California law.
(b) The  corporation  is  authorized  to provide  indemnification  of agents (as
defined  in  Section  317 of the  Corporations  Code) for  breach of duty to the
corporation and its shareholders  through bylaw provisions,  through  agreements
with the  agents,  or  otherwise,  in  excess of the  indemnification  otherwise
permitted by Section 317 of the Corporations Code, subject to the limits on such
excess indemnification set forth in Section 204 of the Corporations Code."

3. The  foregoing  amendment  of the  Articles  of  Incorporation  has been duly
approved by the Board of Directors.

4. The  foregoing  amendment  of the  Articles  of  Incorporation  has been duly
approved by the required vote of the shareholders in accordance with Section 902
of the  California  General  Corporation  Law. The total  number of  outstanding
shares of the corporation is 1,149,796.  The number of shares voting in favor of
amendment  equaled or exceeded the vote  required,  such  required  vote being a
majority of the outstanding shares.

By:   /S/ Richard M. Kahler                By: /S/ Randall D. Greenfield
      ----------------------                   -------------------------
      Richard M. Kahler                         Randall D. Greenfield
      President                                 Secretary
We further  declare  under  penalty  of  perjury  under the laws of the State of
California  that the matters set forth in this  Certificate are true and correct
of our own knowledge.

Executed at San Leandro, California on August 30, 1988.


/S/ Richard M. Kahler                       /S/ Randall D. Greenfield
---------------------                      --------------------------
Richard M. Kahler                          Randall D. Greenfield



<PAGE> 


[STAMP: A371240]

[LOGO]

State of California
Office of the Secretary of State
Corporation Division

I, MARCH FONG EU, Secretary of State of the State of California, hereby certify:

That the annexed  transcript has been compared with the corporate record on file
in this  office,  of which it purports to be a copy,  and that the same is full,
true and correct.

IN WITNESS  WHEREOF,  I execute this certificate and affix the Great Seal of the
State of California this June 12, 1989.

/s/March Fong Eu
Secretary of State

[SEAL]



<PAGE> 


[STAMP: A371240 ENDORSED FILED in the office of the Secretary of State of the 
State of California June 8, 1989, March Fong Eu, Secretary of State]


                            CERTIFICATE OF AMENDMENT


                                       OF


                            ARTICLES OF INCORPORATION


                                       OF


                             BAY COMMERCIAL SERVICES

Richard M. Kahler and Randall D. Greenfield certify that:
1. They are the duly elected and acting  President and secretary,  respectively,
of Bay Commercial Services, a California corporation. 
2. ARTICLE EIGHTH is added to the Articles of  Incorporation to read as follows:
"EIGHTH. Vote Required for Certain Business Combinations.
A.        Definitions.  For the purposes of this Article EIGHTH:
          -----------
          1. "Affiliate" shall mean any person who, directly or indirectly 
through one or more intermediaries, controls, or is Controlled by, or is under
common control with another person.


          2. "Announcement Date" shall mean the date of the first public 
announcement of a proposed Business Combination.


          3. "Approved by a Majority of Continuing Directors" with respect to
any matter shall mean that such matter has been approved by a majority vote of 
the members of the Board of Directors who are not disqualified as
provided in the following  sentence.  Persons shall be disqualified with respect
to the vote  referred to in the  preceding  sentence if they are not  Continuing
Directors.


          4. "Associate" shall mean (i) with respect to a corporation or
association, any officer or director thereof or of a subsidiary thereof, 
(ii) with respect to a partnership, any general partner thereof or any limited
partner  thereof  having a 10 percent  ownership  interest in such  partnership,
(iii) with respect to a business trust, any officer or trustee thereof or of any
subsidiary  thereof,  (iv) with  respect to any other  trust or an  estate,  any
trustee,  executor  or similar  fiduciary  and any person who has a  substantial
interest as a beneficiary of such trust or estate, (v) with respect to a natural
person,  the spouses and children  thereof and any other relative  thereof or of
the spouse  thereof who has the same home,  and (vi) any  Affiliate  of any such
person.


          5."Beneficial  owner"  shall  mean,  as to any  shares  of voting
Stock, a person:


              (a)  who beneficially owns, directly or indirectly, such shares; 
                   or

              (b)   who has (i) the right to acquire  such shares  from  another
                    person  (whether such right is  exercisable  immediately  or
                    only after the passage of time)  pursuant to any  agreement,
                    arrangement  or   understanding  or  upon  the  exercise  of
                    conversion rights,  exchange rights, warrants or options, or
                    otherwise  or (ii) the right to vote or to direct the voting
                    thereof   pursuant   to  any   agreement,   arrangement   or
                    understanding.  For  purposes of this  definition,  a Person
                    shall be deemed to own any  shares  and  possess  all rights
                    owned or possessed,  directly or  indirectly,  by all of its
                    Associates  and Affiliates or by any other person with which
                    such Person or any of its  Affiliates or Associates  has any
                    agreement,  arrangement or understanding  for the purpose of
                    acquiring,  holding,  voting or  disposing  of any shares of
                    Voting  Stock.  
<PAGE>

          6. "Business Combination" shall mean any transaction which is referred
to in any  one or more of  subparagraphs  1  through  4 of  paragraph  B of this
Article EIGHTH.
          7.  "Continuing  Director"  shall  mean  any  member  of the  Board of
Directors of this  corporation  who is neither an Affiliate nor an Associate of,
and  not  a  nominee  of,  an  Interested  Shareholder  involved  in a  Business
Combination,  or an Affiliate or Associate of such Interested  Shareholder;  and
who (i) was a member  of the  Board of  Directors  prior to the time  that  such
Interested  Shareholder became such, or (ii) is a successor of such a member who
was  nominated  to succeed such a member by a majority of  Continuing  Directors
then on the Board.

          8.  "Determination  Date"  shall mean the date on which an  Interested
Shareholder became such.
          9. "Fair  Market  Value"  shall  mean:  (a) in the case of stock,  the
closing  sale  price on the  date in  question  of a share of such  stock on the
National  Market  System  of the  National  Association  of  Securities  Dealers
Automated  Quotation System or any system then in use on any national securities
exchange or automated  quotation system, or if no such quotations are available,
the  fair  market  value  on the date in  question  of a share of such  stock as
determined by a majority of the Continuing  Directors in good faith;  and (b) in
the case of property  other than cash or stock,  the fair  market  value of such
property on the date in question as determined  by a majority of the  Continuing
Directors in good faith.

          10.  "Interested  Shareholder"  shall mean any Person (other than this
corporation,  any  Subsidiary,  any  employee  benefit  plan  or  trust  of this
corporation or a Subsidiary or any Person who on April 1, 1989 was a director of
this corporation) who or which on or after April 1, 1989:
               (a)   is the beneficial  owner,  directly or indirectly,
                     of more than 5% of the  combined  voting  power of
                     the  then  outstanding  Voting  Stock,  or  is  an
                     Affiliate or Associate of such Person; or

               (b)   acts  with  any  other  Person  through  or  as  a
                     partnership  (general or limited),  syndicate,  or
                     other group for the purpose of acquiring,  holding
                     or disposing of  securities  of this  corporation,
                     which  entity  or group is the  Beneficial  Owner,
                     directly  or  indirectly,  of 5% of  the  combined
                     voting power of the outstanding Voting Stock; or

               (c)   is an assignee of or has  otherwise  succeeded  to
                     the  beneficial  ownership of any shares of Voting
                     Stock which were at any time  within the  two-year
                     period  immediately  prior to the date in question
                     beneficially  owned by an Interested  Shareholder,
                     unless such  assignment or  succession  shall have
                     occurred  pursuant to a Public  Transaction or any
                     series   of   transactions   involving   a  Public
                     Transaction.

     Any  reference  to  an  Interested   Shareholder  involved  in  a  Business
Combination  shall also  refer to any  Affiliates  or  Associates  thereof,  any
predecessor  thereto,  and all members of any  partnership,  syndicate  or group
which includes such Interested Shareholder.  For purposes of determining whether
a person is an  Interested  Shareholder,  the  number of shares of Voting  Stock
deemed to be outstanding  shall include shares deemed owned through  application
of  definition  5 above but shall not include any other  shares of Voting  Stock
which may be issuable  pursuant to any agreement,  arrangement or understanding,
or upon exercise of conversion rights, warrants or options, or otherwise.

          11.  "Person" shall mean any  individual,  firm,  trust,  partnership,
association, corporation or other entity.

          12. "Public Transaction" shall mean any (a) purchase of shares offered
pursuant to an effective registration statement under the Securities Act of 1933
or (b) open  market  purchase  of shares on a national  securities  exchange  or
automated quotation system if, in either such case, the price and other terms of
sale are not  negotiated  by the  purchaser  and the  seller  of the  beneficial
interest in the shares.

<PAGE>

          13. "Subsidiary" shall mean any corporation of which a majority of any
class of equity security is owned, directly or indirectly,  by this corporation;
provided,  however,  that,  for the  purposes of the  definition  of  Interested
Shareholder  the term  "Subsidiary"  shall  mean only a  corporation  of which a
majority of each class of equity security is owned,  directly or indirectly,  by
this corporation.


          14.  "Voting Stock" shall mean stock of all classes and series of this
corporation entitled to vote generally in the election of directors.

B.  TRANSACTIONS   REQUIRING  66-2/3%  AFFIRMATIVE  VOTE.  In  addition  to  any
affirmative  vote  required  by law,  by these  Articles  of  Incorporation,  or
otherwise,  and except as  otherwise  expressly  provided in paragraph C of this
Article EIGHTH none of the following  transactions  shall be consummated  unless
such  consummation  shall  have been  approved  by the  affirmative  vote of the
holders of at least 66-2/3% of the combined voting power of the then outstanding
shares of Voting Stock voting together as a single class.  Such affirmative vote
shall be required notwithstanding the fact that no vote may be required, or that
a lesser percentage may be specified, by law, in these Articles of Incorporation
or otherwise.

               1.  Any  merger  or  consolidation  of  this  corporation  or any
               Subsidiary  with (a) an Interested  Shareholder  or (b) any other
               corporation  (whether  or not itself an  Interested  Shareholder)
               which is, or after  such  merger  or  consolidation  would be, an
               Interested  Shareholder  or  an  Affiliate  or  Associate  of  an
               Interested Shareholder.


               2.  Any  sale,  lease,  exchange,  mortgage,  pledge,  grant of a
               security   interest,   transfer  or  other  disposition  (in  one
               transaction or a series of transactions)  directly or indirectly,
               to or with (a) an Interested  Shareholder or (b) any other person
               (whether or not itself an  Interested  Shareholder)  which is, or
               after such transaction  would be, an Affiliate or Associate of an
               Interested  Shareholder of any of the assets of this  corporation
               (including,  without  limitation,  any  voting  securities  of  a
               Subsidiary)  or any  Subsidiary  having an aggregate  Fair Market
               Value of one million dollars or more.


               3. The issuance or transfer by this corporation or any Subsidiary
               (in  one  transaction  or  a  series  of   transactions)  of  any
               securities of this corporation or any Subsidiary, or both, to (a)
               an Interested Shareholder or (b) any other person (whether or not
               itself  an  Interested  Shareholder)  which  is,  or  after  such
               issuance or transfer  would be, an  Affiliate  or Associate of an
               Interested  Shareholder,  except  as  part of a  stock  split  or
               dividend  in which all  shareholders  of such  class are  treated
               equally,  or on the  conversion or exchange of securities of this
               corporation   or  a   Subsidiary   acquired  by  the   Interested
               Shareholders in a transaction approved as herein provided.


               4. Any  reclassification  of  securities  (including  any reverse
               stock split), or  recapitalization  of this  corporation,  or any
               merger  or  consolidation  of this  corporation  with  any of its
               Subsidiaries  or any other  transaction  (whether  or not with or
               into or otherwise involving an Interested  Shareholder) which has
               the  effect,   directly  or   indirectly,   of   increasing   the
               proportionate  share of the  outstanding  shares  of any class of
               equity  or  convertible  securities  of this  corporation  or any
               Subsidiary  directly or indirectly  beneficially  owned by (a) an
               Interested  Shareholder  or (b) any other person  (whether or not
               itself  an  Interested  Shareholder)  which  is,  or  after  such
               reclassification,  recapitalization,  merger or  consolidation or
               other  transaction  would be, an  Affiliate  or  Associate  of an
               Interested Shareholder;  or as a result of which the shareholders
               of  this  corporation   would  cease  to  be  shareholders  of  a
               corporation   incorporated   under  the  laws  of  the  State  of
               California  having,  as part of its  articles  of  incorporation,
               provisions to the same effect as this Article EIGHTH.

C.  EXCEPTIONS TO 66-2/3%  AFFIRMATIVE  VOTE  REQUIREMENT.  The  requirements of
paragraph B of this Article  EIGHTH shall not be  applicable  to any  particular
Business  Combination,  and such  Business  combination  shall require only such
affirmative vote as is required by law, by any other provision of these Articles
of  Incorporation  or  otherwise,  if the Business  Combination  shall have been
Approved by a Majority of the  Continuing  Directors,  or if a state  regulatory
authority  having  jurisdiction  under the  circumstances  shall have determined
specifically,  and not by implication,  that the Business Combination is fair to
the holders of the Voting Stock,  or if all of the following  conditions  (other
than those which are, by their terms, inapplicable) shall have been met.
<PAGE>
               1. The transaction  constituting the Business  Combination  shall
               provide  for a  consideration  per  share to be  received  by all
               holders of Common  Stock in exchange  for all of their  shares of
               Common  Stock,  and the  aggregate  amount  of cash  and the Fair
               Market Value as of the date of the  consummation  of the Business
               Combination of any  consideration  other than cash to be received
               per share by holders of Common Stock in such Business Combination
               shall be at least equal to the highest of the following:

                             (a) The Fair Market Value per share of Common Stock
                             on the last trading day before the Announcement 
                             Date.

                             (b) The average of the Fair Market Values of a 
                             share of Common Stock over each trading day in the 
                             90 calendar days immediately prior to the 
                             Announcement Date.

                             (c) If  the  Announcement  Date  of  such  Business
                             Combination   is   within   five   years   of   the
                             Determination  Date in  respect  of the  Interested
                             Shareholder involved in such Business  Combination,
                             the  highest   per-share   price   (including   any
                             brokerage    commissions,    transfer   taxes   and
                             soliciting  dealers' fees) paid by such  Interested
                             Shareholder  to acquire any shares of Common  Stock
                             which are or were at any time within such five year
                             period   Beneficially   Owned  by  such  Interested
                             Shareholder  and  were  acquired  by it at any time
                             within   such   five   year   period.   The   price
                             determination in accordance with this  subparagraph
                             1  and  the  following   subparagraph   2  of  this
                             paragraph   shall   be   subject   to   appropriate
                             adjustment  in the  event of any  recapitalization,
                             stock dividend,  stock split, combination of shares
                             or similar event.

               2. If the transaction constituting the Business Combination shall
               provide  for a  consideration  to be  received  by holders of any
               class or series of  outstanding  Voting  Stock  other than Common
               Stock, the aggregate amount of the cash and the Fair Market Value
               as of the date of the consummation of the Business Combination of
               consideration other than cash to be received per share by holders
               of shares of each such class or series of Voting  Stock  shall be
               determined  in the same  manner as  provided  in  subparagraph  1
               above.

               3. The  consideration  to be received by holders of a  particular
               class or series of  outstanding  Voting Stock  (including  Common
               Stock)  shall  be in cash or in the same  form as was  previously
               paid by the  Interested  Shareholder  involved  in such  Business
               Combination in order to acquire shares of such class or series of
               Voting  Stock  which  are  beneficially  owned  by an  Interested
               Shareholder and, if an Interested  Shareholder  beneficially owns
               shares of any class or series of Voting Stock which were acquired
               with varying forms of  consideration,  the form of  consideration
               for such class or series of Voting  Stock shall be either cash or
               the form used to  acquire  the  largest  number of shares of such
               class or series of Voting Stock beneficially owned by it.

               4. After such Interested Shareholder has become such and prior to
               the consummation of such Business combination:

                             (a)  Except  as  Approved  by  a  Majority  of  the
                             Continuing  Directors,  there  shall  have  been no
                             failure to  declare  and pay at the  regular  dates
                             therefor the full amount of any dividends  (whether
                             or not cumulative) payable on any outstanding class
                             of stock having a preference  over the Common Stock
                             as to dividends.

                             (b) There shall have been (i) no  reduction  in the
                             annual rate of  dividends  paid on the Common Stock
                             (except as necessary to reflect any  subdivision of
                             the  Common  Stock)  other  than as  Approved  by a
                             Majority of the  Continuing  Directors  and (ii) an
                             increase  in  such  annual  rate  of  dividends  as
                             necessary  to  prevent  any such  reduction  in the
                             event  of  any   reclassification   (including  any
                             reverse  stock  split or  combination  of  shares),
                             recapitalization,  reorganization  or  any  similar
                             transaction  which has the effect of  reducing  the
                             number of  outstanding  shares of the Common Stock,
                             unless the failure so to increase  such annual rate
                             is  Approved  by  a  Majority  of  the   Continuing
                             Directors.
<PAGE>

               5. After the Determination Date such Interested Shareholder shall
               not have  received the benefit,  directly or  indirectly  (except
               proportionately  as  a  shareholder),  of  any  loans,  advances,
               guarantees,  pledges  or other  financial  assistance  or any tax
               credits or other tax  advantages  provided  by this  corporation,
               whether in  anticipation  of or in connection  with such Business
               Combination or otherwise.

               6. A proxy  or  information  statement  describing  the  proposed
               Business  Combination and complying with the  requirements of the
               Securities  Exchange Act of 1934,  as amended,  and the rules and
               regulations  thereunder (or any subsequent  provisions  replacing
               such Act,  rules or  regulations)  shall,  at this  corporation's
               expense,  be mailed to the shareholders of this  corporation,  no
               later  than the  earlier  of (a) 30 days prior to any vote on the
               proposed Business  Combination or (b) if no vote on such Business
               Combination  is required,  60 days prior to the  consummation  of
               such  Business   Combination   (whether  or  not  such  proxy  or
               information  statement is required to be mailed  pursuant to such
               Act or subsequent provisions). Such proxy statement shall contain
               at the front thereof,  in a prominent place, any  recommendations
               as to  the  advisability  (or  inadvisability)  of  the  Business
               Combination  which  have  been  Approved  by a  Majority  of  the
               Continuing  Directors and furnished in writing, and an opinion of
               a reputable  investment  banking firm as to the fairness (or lack
               of fairness) of the terms of such Business Combination,  from the
               point  of view of the  holders  of  Voting  Stock  other  than an
               Interested Shareholder if such requirement has been Approved by a
               Majority of Continuing  Directors,  (such investment banking firm
               to be Approved by a Majority of the Continuing  Directors,  to be
               furnished with all  information it reasonably  requests and to be
               paid a  reasonable  fee for its  services  upon  receipt  by this
               corporation of such opinion).

D.  APPROVAL BY A MAJORITY OF THE  CONTINUING  DIRECTORS.  The power and duty to
determine for the purposes of this Article  EIGHTH,  on the basis of information
known to them  after  reasonable  inquiry,  all  facts  necessary  to  determine
compliance with this Article EIGHTH, including,  without limitation, (1) whether
a Person is an Interested Shareholder,  (2) the number of shares of Voting Stock
beneficially  owned by any  Person,  (3)  whether  a Person is an  Affiliate  or
Associate  of  another,  (4)  whether the  requirements  of  paragraph C of this
Article  EIGHTH have been met and (5) such other matters with respect to which a
determination  is required  under this  Article  EIGHTH  shall be exercised in a
manner  Approved  by  a  Majority  of  Continuing  Directors.   The  good  faith
determination  with  respect to such  Approval by a Majority  of the  Continuing
Directors on such matters  shall be  conclusive  and binding for all purposes of
this Article EIGHTH.

E. NO  EFFECT ON  FIDUCIARY  OBLIGATIONS  OF  INTERESTED  SHAREHOLDERS.  Nothing
contained  in this Article  EIGHTH  shall be construed to relieve an  Interested
Shareholder of any fiduciary obligation imposed by law.

F.  AMENDMENT,  REVEAL,  ETC.  Notwithstanding  any  other  provisions  of these
Articles of  Incorporation  or the Bylaws of this corporation or the fact that a
lesser  percentage may be specified by law, these Articles of  Incorporation  or
the Bylaws of this corporation,  the affirmative vote of the holders of at least
66-2/3% of the  combined  voting  power of the then  outstanding  Voting  Stock,
voting together as a single class, shall be required to amend,  alter, adopt any
provision inconsistent with or repeal this Article EIGHTH."
              
               3. The foregoing amendment of the Articles of Incorporation has
               been duly approved by the Board of Directors.

               4. The foregoing  amendment of the Articles of Incorporation  has
               been duly  approved by the required vote of the  shareholders  in
               accordance with Section 902 of the California General Corporation
               Law. The total number of outstanding shares of the corporation is
               1,149,796.  The number of shares voting in favor of the amendment
               equaled or exceeded the vote required, such required vote being a
               66-2/3% vote of the outstanding shares.

By: /S/ Richard M. Kahler             By: /S/ Randall D. Greenfield
     -------------------------             ------------------------
     Richard M. Kahler                    Randall D. Greenfield





<PAGE>






     We further  declare under penalty of perjury under the laws of the State of
California  that the matters set forth in this  Certificate are true and correct
of our own knowledge.
Executed at San Leandro, California on June 6, 1989.


         /S/  Richard M. Kahler                   /S/  Randall D. Greenfield
        Richard M. Kahler                        Randall D. Greenfield




<PAGE>




[STAMP: A376514]

[LOGO]

State of California
Office of the Secretary of State
Corporation Division

I, MARCH FONG EU, Secretary of State of the State of California, hereby certify:

That the annexed  transcript has been compared with the corporate record on file
in this  office,  of which it purports to be a copy,  and that the same is full,
true and correct.

IN WITNESS  WHEREOF,  I execute this certificate and affix the Great Seal of the
State of California this October 2, 1989.
/s/March Fong Eu
Secretary of State

[SEAL]




<PAGE>

[STAMP: A376514 ENDORSED FILED in the office of the Secretary of State of the 
State of California September 15, 1989, March Fong Eu, Secretary of State]

                          CERTIFICATE OF AMENDMENT OF
                          ARTICLES OF INCORPORATION OF

                             BAY COMMERCIAL SERVICES

Richard M. Kahler and Randall D. Greenfield certify that:
                
1. They are the duly elected and acting  President and Secretary,  respectively,
of Bay Commercial Services, a California corporation.
2. ARTICLE NINTH is added to the Articles of  Incorporation  to read as follows:
"NINTH. Prevention of Greenmail.

A. In  addition  to any  affirmative  vote  required  by law or the  Articles of
Incorporation  or the  Bylaws of this  corporation,  and  except  as  otherwise
expressly  provided in Section B of this Article NINTH,  this corporation  shall
not engage,  directly or indirectly,  in any Stock  Repurchase  (as  hereinafter
defined) from an Interested Shareholder (as hereinafter defined) or an Affiliate
(as hereinafter  defined) or Associate (as hereinafter defined) of an Interested
Shareholder  who has  beneficially  acquired  any  shares  of  Voting  Stock (as
hereinafter defined) within a period of less than two years immediately prior to
the date of such  proposed  Stock  Repurchase  (or the date of an  agreement  in
respect thereof) without the affirmative vote of not less than a majority of the
votes  entitled  to be cast by the  holders  of all then  outstanding  shares of
Voting Stock which are beneficially  owned by persons other than such Interested
Shareholder,  voting together as a single class.  Such affirmative vote shall be
required  notwithstanding  the  fact  that no vote may be  specified,  by law or
otherwise.
B. The  provisions of Section A of this Article NINTH shall not be applicable to
any particular Stock Repurchase from an Interested  Shareholder,  and such Stock
Repurchase shall require only such  affirmative  vote, if any, as is required by
law or by any other provision of the Articles of  Incorporation or the Bylaws of
this  corporation,  if the  conditions  specified  in  either  of the  following
Paragraphs 1 and 2 are met:

                    1.   The Stock Repurchase is made pursuant to a tender offer
                         or  exchange  offer  for a class of  Capital  Stock (as
                         hereinafter  defined) made  available on the same basis
                         to all holders of such class of Capital Stock.

                    2.   The Stock Repurchase is made pursuant to an open market
                         purchase  program  Approved by a Majority of Continuing
                         Directors (as hereinafter defined),  provided that such
                         repurchase  is  effected  on the open market and is not
                         the result of a privately negotiated transaction.

C. For purposes of this Article NINTH:
               
          1.   The term "Stock  Repurchase"  shall mean any  repurchase  (or any
               agreement  to  repurchase),   directly  or  indirectly,  by  this
               corporation or any Subsidiary of any shares of Capital Stock at a
               price greater than the then Fair Market Value of such shares.

          2.   The term  "Capital  Stock"  shall mean all capital  stock of this
               corporation  authorized  to be  issued  from  time to time  under
               Article  FOURTH of the  Articles of  Incorporation,  and the term
               "Voting  Stock" shall mean all Capital Stock  entitled to vote on
               all  matters   submitted  to  shareholders  of  this  corporation
               generally.

          3.   The term  "Approved by a Majority of Continuing  Directors"  with
               respect  to any  matter  shall  mean  that such  matter  has been
               approved  by a  majority  vote of the  members  of the  Board  of
               Directors who are not  disqualified  as provided in the following
               sentence.  Persons shall be disqualified with respect to the vote
               referred to in the preceding  sentence if they are not Continuing
               Directors.
<PAGE>
          4.   The term "person" shall mean any individual, firm, corporation or
               other entity and shall include any group  comprised of any person
               and any other  person with whom such person or any  Affiliate  or
               Associate  of such  person  has  any  agreement,  arrangement  or
               understanding,  direct or indirect, for the purpose of acquiring,
               holding, voting or disposing of Capital Stock.

          5.   The term  "Interested  Shareholder"  shall mean any person (other
               than  this  corporation  or any  subsidiary  and  other  than any
               profit-sharing,   employee  stock  ownership  or  other  employee
               benefit plan of this corporation or any Subsidiary or any trustee
               of or fiduciary with respect to any such plan when acting in such
               capacity)  who  (a) is  the  beneficial  owner  of  Voting  Stock
               representing  five percent (5%) or more of the votes  entitled to
               be cast by the holders of all then  outstanding  shares of Voting
               Stock;  or (b) is an Affiliate  or Associate of this  corporation
               and at any time within the two year period  immediately  prior to
               the date in question  was the  beneficial  owner of Voting  Stock
               representing  five percent (5%) or more of the votes  entitled to
               be cast by the holders of all then  outstanding  shares of Voting
               Stock.

          6.   A person shall be a  "beneficial  owner" of any Capital Stock (a)
               which  such  person  or  any  of  its  Affiliates  or  Associates
               beneficially owns, directly or indirectly;  (b) which such person
               or  any  of  its  Affiliates  or  Associates  has,   directly  or
               indirectly,  (i) the  right to  acquire  (whether  such  right is
               exercisable  immediately or subject only to the passage of time),
               pursuant to any agreement,  arrangement or  understanding or upon
               the exercise of conversion rights,  exchange rights,  warrants or
               options, or otherwise,  or (ii) the right to vote pursuant to any
               agreement,   arrangement  or  understanding;  or  (c)  which  are
               beneficially owned,  directly or indirectly,  by any other person
               with which such person or any of its Affiliates or Associates has
               any agreement,  arrangement or  understanding  for the purpose of
               acquiring,  holding, voting or disposing of any shares of Capital
               Stock.  For the  purposes of  determining  whether a person is an
               Interested Shareholder pursuant to Paragraph 4 of this Section C,
               the number of shares of Capital  Stock  deemed to be  outstanding
               shall  include  shares deemed  beneficially  owned by such person
               through  application  of Paragraph 5 of this Section C, but shall
               not  include  any  other  shares  of  Capital  Stock  that may be
               issuable pursuant to any agreement, arrangement or understanding,
               or upon exercise of conversion  rights,  warrants or options,  or
               otherwise.

          7.   The term  "Affiliate"  shall mean any  person  who,  directly  or
               indirectly through one or more  intermediaries,  controls,  or is
               controlled by, or is under common control with another person.

          8.   The term "Associate" shall mean (i) with respect to a corporation
               or  association,   any  officer  or  director  thereof  or  of  a
               subsidiary  thereof,  (ii) with  respect  to a  partnership,  any
               general  partner  thereof or any limited partner thereof having a
               10 percent  ownership  interest in such  partnership,  (iii) with
               respect to a business trust, any officer or trustee thereof or of
               any subsidiary  thereof,  (iv) with respect to any other trust or
               an estate,  any trustee,  executor or similar  fiduciary  and any
               person who has a substantial  interest as a  beneficiary  of such
               trust or  estate,  (v) with  respect  to a  natural  person,  the
               spouses and children thereof and any other relative thereof or of
               the spouse  thereof who has the same home, and (vi) any Affiliate
               of any such person.

          9.   The term  "Subsidiary"  means any corporation of which a majority
               of any class of equity  security  is  beneficially  owned by this
               corporation;  provided,  however,  that for the  purposes  of the
               definition of Interested  Shareholder set forth in Paragraph 4 of
               this  Section  C,  the  term  "Subsidiary"   shall  mean  only  a
               corporation of which a majority of each class of equity  security
               is beneficially owned by this corporation.

          10.  The term  "Continuing  Director" means any member of the Board of
               Directors of this corporation (the "Board"), while such person is
               a member of the  Board,  who is not an  Affiliate,  Associate  or
               representative of the Interested  Shareholder and was a member of
               the  Board  prior to the time  that  the  Interested  Shareholder
               became  an  Interested  Shareholder,   and  any  successor  of  a
               Continuing  Director,  while  such  successor  is a member of the
               Board,   provided  that  such  successor  is  not  an  Affiliate,
               Associate, or representative of the Interested Shareholder and is
               recommended  or elected to succeed the  Continuing  Director by a
               majority of Continuing Directors.
<PAGE>

          11.  The term  "Fair  Market  Value"  shall  mean:  (a) in the case of
               stock,  the closing sale price on the date in question of a share
               of such  stock on the  National  Market  System  of the  National
               Association of Securities  Dealers Automated  Quotation System or
               any system  then in use on any  national  securities  exchange or
               automated   quotation  system,  or  if  no  such  quotations  are
               available,  the fair  market  value on the date in  question of a
               share of such stock as determined by a majority of the Continuing
               Directors  in good faith;  and (b) in the case of property  other
               than cash or stock, the fair market value of such property on the
               date in question as  determined  by a majority of the  Continuing
               Directors in good faith.

D. The Board of  Directors  shall have the power and duty to  determine  for the
purposes of this Article NINTH, on the basis of information  known to them after
reasonable inquiry, (a) whether a person is an Interested  Shareholder,  (b) the
number of shares of Capital Stock or other securities  beneficially owned by any
person,  (c) whether a person is an  Affiliate  or  Associate of another and (d)
whether the  consideration  to be paid in any Stock  Repurchase has an aggregate
Fair  Market  Value in  excess of the then Fair  Market  Value of the  shares of
Capital Stock being repurchased. Any such determination made in good faith shall
be binding and conclusive on all parties.  

E. Nothing  contained  in this  Article  NINTH shall be construed to relieve any
Interested  Shareholder  from  any  fiduciary  obligation  imposed  by  law. 

F.Notwithstanding  any other  provisions of the Articles of Incorporation or the
Bylaws  of  this  corporation  (and  notwithstanding  the  fact  that  a  lesser
percentage  or separate  class vote may be  specified  by law,  the  Articles of
Incorporation  or the Bylaws of this  corporation),  the affirmative vote of the
shareholders having not less than a majority of the votes entitled to be cast by
the  holders  of  all  then  outstanding   shares  of  Voting  Stock  which  are
beneficially  owned by persons  other than any  Interested  Shareholder  and its
Affiliates and Associates,  voting together as a single class, shall be required
to amend or repeal,  or adopt any  provisions  inconsistent  with,  this Article
NINTH.
          3.   The foregoing amendment of the Articles of Incorporation has been
               duly approved by the Board of Directors.

          4.   The foregoing amendment of the Articles of Incorporation has been
               duly  approved  by  the  required  vote  of the  shareholders  in
               accordance with Section 902 of the California General Corporation
               Law. The total number of outstanding shares of the corporation is
               1,149,796. The number of shares voting in favor of the amendments
               equaled or exceeded the vote required, such required vote being a
               majority of the outstanding shares.

               /S/  Richard M. Kahler             /S/  Randall D. Greenfield
               -------------------------         ----------------------------
               Richard M. Kahler                 Randall D. Greenfield
               President                         Secretary

We further  declare  under  penalty  of  perjury  under the laws of the State of
California  that the matters set forth in this  Certificate are true and correct
of our own knowledge.
Executed at San Leandro, California on July 12, 1989.

/S/  Richard M. Kahler                 /S/  Randall D. Greenfield
     -------------------------             --------------------------
     Richard M. Kahler                     Randall D. Greenfield

<PAGE>

STAMP: A378128 ENDORSED FILED in the office of the Secretary of State of the
 State of California October 12, 1989, March Fong Eu, Secretary of State]


                            CERTIFICATE OF AMENDMENT


                                       OF


                            ARTICLES OF INCORPORATION


                                       OF


                             BAY COMMERCIAL SERVICES

Richard M. Kahler and Randall D. Greenfield certify that:
1. They are the duly elected and acting  President and Secretary,  respectively,
of Bay Commercial Services, a California corporation.  

2. ARTICLE SIXTH is added to the Articles of  Incorporation  to read as follows:
"SIXTH. Consideration of Nonmonetary-Factors in Certain Transactions.  The Board
of  Directors  of this  corporation  may,  and it is  hereby  declared  a proper
corporate  purpose  for the Board of  Directors,  if it deems it  advisable,  to
oppose any offer,  proposal  or attempt  by any  corporation  or other  business
entity,  person or group to (a) make any tender or other offer to acquire any of
this corporation's securities; (b) merge or consolidate this corporation with or
into another entity;  (c) purchase or otherwise acquire all or substantially all
of the  assets  of this  corporation;  or (d) make any  transaction  similar  in
purpose  or  effect to any of the  above.  In  considering  whether  to  oppose,
recommend  or  remain  neutral  with  respect  to any of the  aforesaid  offers,
proposals or plans,  the Board of Directors  shall  evaluate what is in the best
interests  of this  corporation  and its  shareholders  and shall  consider  any
pertinent factors which may include but are not limited to any of the following:
          (1)  Whether the offering price, whether in cash or in securities,  is
               adequate and acceptable  based upon both the current market price
               of this  corporation's  securities and the historical and present
               operating results or financial condition of this corporation;
                             
          (2)  Whether  a  price  more  favorable  to  the  shareholders  may be
               obtained  now or in the future  from other  offerors  and whether
               this   corporation's   continued   existence  as  an  independent
               corporation will affect the future value of this corporation;

          (3)  The impact the offer  would  have an the  employees,  depositors,
               clients and customers of this corporation or its subsidiaries and
               the communities which they serve;

          (4)  The present and historical financial position of the offeror, its
               reputation  in the  communities  which it serves  and the  social
               and/or  economic effect which the reputation and practices of the
               offeror  or its  management  and  affiliates  would have upon the
               employees,  depositors and customers of this  corporation and the
               community which this corporation serves;

          (5)  An  analysis  of the  value of  securities  (if any)  offered  in
               exchange for this corporation's securities; and

          (6)  Any anti-trust or other legal or regulatory  issues raised by the
               offer.


3. The foregoing amendment of the Articles of Incorporation has been duly 
approved by the Board of Directors.
6. The  foregoing  amendment  of the  Articles  of  Incorporation  has been duly
approved by the required vote of the shareholders in accordance with Section 902
of the  California  General  Corporation  Law. The total  number of  outstanding
shares of the corporation is 1,149,796.  The number of shares voting in favor of
the amendments equaled or exceeded the vote required, such required vote being a
majority of the outstanding shares
<PAGE>

               /S/  Richard M. Kahler       /S/  Randall D. Greenfield
               ------------------------    -----------------------------
               Richard M. Kahler           Randall D. Greenfield
               President                   Secretary


We further  declare  under  penalty  of  perjury  under the laws of the State of
California  that the matters set forth in this  Certificate are true and correct
of our own knowledge. Executed at San Leandro, California on September 29, 1989.



               /S/  Richard M. Kahler        /S/  Randall D. Greenfield
               ------------------------     -----------------------------
               Richard M. Kahler            Randall D. Greenfield





<PAGE>


[STAMP: A378129]




[LOGO]

State of California
Office of the Secretary of State

I, MARCH FONG EU, Secretary of State of the State of California, hereby certify:

That the annexed  transcript has been compared with the corporate record on file
in this  office,  of which it purports to be a copy,  and that the same is full,
true and correct.

IN WITNESS  WHEREOF,  I execute this certificate and affix the Great Seal of the
State of California this November ___, 1989.

/s/March Fong Eu
Secretary of State

[SEAL]







<PAGE>



[STAMP: A378129 ENDORSED FILED in the office of the Secretary of State of 
the State of California October 12, 1989, March Fong Eu, Secretary of State,
 Colleen R. Peterson, Deputy]





                            CERTIFICATE OF AMENDMENT


                          OF ARTICLES OF INCORPORATION


                           OF BAY COMMERCIAL SERVICES




Richard M. Kahler and Randall D. Greenfield certify that:
1. They are the duly elected and acting  President and Secretary,  respectively,
of Bay Commercial  Services,  a California  corporation.  
2. ARTICLE SEVENTH is added to the Articles of Incorporation to read as follows:
"SEVENTH.  SHAREHOLDER ACTION BY WRITTEN CONSENT.  Any action which may be taken
at any annual or special  meeting of  shareholders  of this  corporation  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 of the corporation  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 that the board
of directors of this corporation, by resolution,  shall have previously approved
any such action.  Notwithstanding the foregoing,  this ARTICLE SEVENTH shall not
apply to any matter which may be approved by action of the  shareholders  of the
corporation acting alone."

3. The  foregoing  amendment  of the  Articles  of  Incorporation  has been duly
approved by the Board of Directors.

               1. The foregoing  amendment of the Articles of Incorporation  has
               been duly  approved by the required vote of the  shareholders  in
               accordance with Section 902 of the California General Corporation
               Law. The total number of outstanding shares of the corporation is
               1,149,796. The number of shares voting in favor of the amendments
               equaled or exceeded the vote required, such required vote being a
               majority of the outstanding shares.





               /S/  Richard M. Kahler         /S/  Randall D. Greenfield
               ----------------------        ----------------------------
               Richard M. Kahler             Randall D. Greenfield
               President                     Secretary

We further  declare  under  penalty  of  perjury  under the laws of the State of
California  that the matters set forth in this  Certificate are true and correct
of our own knowledge.

Executed at San Leandro, California on September 29, 1989.


               /S/ Richard M. Kahler          /S/ Randall D. Greenfield         
               -----------------------       ---------------------------
               Richard M. Kahler             Randall D. Greenfield


<PAGE>

[STAMP A404489]



[LOGO]

State of California
Office of the Secretary of State

I, MARCH FONG EU, Secretary of State of the State of California, hereby certify:

That the annexed  transcript has been compared with the corporate record on file
in this  office,  of which it purports to be a copy,  and that the same is full,
true and correct.

IN WITNESS  WHEREOF,  I execute this certificate and affix the Great Seal of the
State of California this June 18, 1991.

/s/March Fong Eu
Secretary of State

[SEAL]







<PAGE>



 [STAMP: A404489 ENDORSED FILED in the office of the Secretary of State of the 
State of California June 7, 1991, March Fong Eu, Secretary of State]


                            CERTIFICATE OF AMENDMENT


                          OF ARTICLES OF INCORPORATION


                           OF BAY COMMERCIAL SERVICES




Richard M. Kahler and Randall D. Greenfield certify that:
1.  They are the duly elected and acting President and Secretary, respectively,
of Bay Commercial Services, a California corporation.
2.  The  following  amendment  is  readopted  pursuant  to  Section  710  of the
California  Corporations  Code.  ARTICLE  EIGHTH  is  added to the  Articles  of
Incorporation to read as follows:
"EIGHTH.  Vote Required for Certain Business Combinations.
          -----------------------------------------------
A. DEFINITIONS.  For the purposes of this Article EIGHTH:
1. "Affiliate" shall mean any person who, directly or indirectly  through one or
more intermediaries,  controls,  or is controlled by, or is under common control
with another  person.  
2. "Announcement Date" shall mean the date of the first public announcement of a
proposed Business Combination.
3. "Approved by a Majority of Continuing  Directors"  with respect to any matter
shall mean that such matter has been  approved by a majority vote of the members
of the Board of Directors who are not  disqualified as provided in the following
sentence.  Persons shall be disqualified with respect to the vote referred to in
the preceding  sentence if they are not  Continuing  Directors.  
4. "Associate" shall mean (i) with respect to a corporation or association,  any
officer or director thereof or of a subsidiary  thereof,  (ii) with respect to a
partnership, any general partner thereof or any limited partner thereof having a
10 percent  ownership  interest  in such  partnership,  (iii) with  respect to a
business  trust,  any officer or trustee  thereof or of any subsidiary  thereof,
(iv) with  respect to any other  trust or an estate,  any  trustee,  executor or
similar fiduciary and any person who has a substantial interest as a beneficiary
of such trust or estate,  (v) with  respect to a natural  person the spouses and
children thereof and any other relative thereof or of the spouse thereof who has
the same home, and any Affiliate of any such person.
5. "Beneficial Owner" shall mean, as to any shares of Voting Stock, a person:

          (a)  who beneficially owns, directly or indirectly, such shares; or

          (b)  who has (i) the right to acquire such shares from another  person
               (whether such right is exercisable  immediately or only after the
               passage  of  time)  pursuant  to any  agreement,  arrangement  or
               understanding or upon the exercise of conversion rights, exchange
               rights,  warrants or options,  or  otherwise or (ii) the right to
               vote or to direct the voting  thereof  pursuant to any agreement,
               arrangement or understanding.  For purposes of this definition, a
               Person  shall be deemed to own any shares and  possess all rights
               owned  or  possessed,  directly  or  indirectly,  by  all  of its
               Associates  and Affiliates or by any other person with which such
               Person or any of its  Affiliates or Associates has any agreement,
               arrangement  or  understanding  for  the  purpose  of  acquiring,
               holding, voting or disposing of any shares of Voting Stock.
6. "Business Combination" shall mean any transaction which is referred to in any
one or more of subparagraphs 1 through 4 of paragraph B of this Article EIGHTH.
7. "Continuing Director" shall mean any member of the Board of Directors of this
corporation  who is neither an Affiliate  nor an Associate of, and not a nominee
of,  an  Interested  Shareholder  involved  in a  Business  Combination,  or  an
Affiliate or Associate of such Interested Shareholder;  and who (i) was a member
of the Board of  Directors  prior to the time that such  Interested  Shareholder
became  such,  or (ii) is a  successor  of such a member  who was  nominated  to
succeed such a member by a majority of Continuing Directors then on the Board.

8.  "Determination  Date"  shall  mean  the  date on  which  an Interested
Shareholder became such.
<PAGE>

9. "Fair Market  Value" shall mean:  (a) in the case of stock,  the closing sale
price on the date in  question of a share of such stock on the  National  Market
System of the National  Association of Securities  Dealers  Automated  Quotation
System  or  any  system  then  in use on any  national  securities  exchange  or
automated  quotation  system,  or if no such quotations are available,  the fair
market value on the date in question of a share of such stock as determined by a
majority  of the  Continuing  Directors  in good  faith;  and (b) in the case of
property other than cash or stock, the fair market value of such property on the
date in question as determined by a majority of the Continuing Directors in good
faith.  
10.  "Interested  Shareholder"  shall mean any Person  (other  than this
corporation,  any  Subsidiary,  any  employee  benefit  plan  or  trust  of this
corporation or a Subsidiary or any Person who on April 1, 1989 was a director of
this corporation) who or which on or after April 1, 1989:

          (a)  is the beneficial owner, directly or indirectly,  of more than 5%
               of the  combined  voting  power  of the then  outstanding  Voting
               Stock, or is an Affiliate or Associate of such Person; or
     
          (b)  acts with any other Person  through or as a partnership  (general
               or  limited),  syndicate,  or  other  group  for the  purpose  of
               acquiring,   holding  or   disposing   of   securities   of  this
               corporation,  which  entity  or  group is the  Beneficial  Owner,
               directly or indirectly, of 5% of the combined voting power of the
               outstanding Voting Stock; or

          (c)  is an assignee of or has  otherwise  succeeded to the  beneficial
               ownership  of any shares of Voting  Stock  which were at any time
               within  the  two-year  period  immediately  prior  to the date in
               question beneficially owned by an Interested Shareholder,  unless
               such assignment or succession  shall have occurred  pursuant to a
               Public  Transaction  or any series of  transactions  involving  a
               Public Transaction.

Any reference to an Interested  Shareholder  involved in a Business  Combination
shall  also refer to any  Affiliates  or  Associates  thereof,  any  predecessor
thereto,  and all members of any partnership,  syndicate or group which includes
such Interested Shareholder.  For purposes of determining whether a person is an
Interested  Shareholder,  the  number of shares  of  Voting  Stock  deemed to be
outstanding shall include shares deemed owned through  application of definition
5 above but shall not  include  any other  shares of Voting  Stock  which may be
issuable  pursuant  to any  agreement,  arrangement  or  understanding,  or upon
exercise of conversion rights, warrants or options, or otherwise.
11. "Person" shall mean any individual,  firm, trust, partnership,  association,
corporation or other entity.
12. "Public  Transaction" shall mean any (a) purchase of shares offered pursuant
to an effective  registration  statement under the Securities Act of 1933 or (b)
open market  purchase of shares on a national  securities  exchange or automated
quotation  system if, in either such case, the price and other terms of sale are
not negotiated by the purchaser and the seller of the beneficial interest in the
shares.
13.  "Subsidiary" shall mean any corporation of which a majority of any class of
equity security is owned, directly or indirectly, by this corporation; provided,
however,  that, for the purposes of the definition of Interested Shareholder the
term  "Subsidiary"  shall mean only a  corporation  of which a majority  of each
class of equity security is owned, directly or indirectly, by this corporation.
14.  "Voting  Stock"  shall  mean  stock  of all  classes  and  series  of  this
corporation  entitled  to  vote  generally  in the  election  of  directors.  
B.  TRANSACTIONS   REQUIRING  66-2/3%  AFFIRMATIVE  VOTE.  In  addition  to  any
affirmative  vote  required  by law,  by these  Articles  of  Incorporation,  or
otherwise,  and except as  otherwise  expressly  provided in paragraph C of this
Article EIGHTH none of the following  transactions  shall be consummated  unless
such  consummation  shall  have been  approved  by the  affirmative  vote of the
holders of at least 66-2/3% of the combined voting power of the then outstanding
shares of Voting Stock voting together as a single class.  Such affirmative vote
shall be required notwithstanding the fact that no vote may be required, or that
a lesser percentage may be specified, by law, in these Articles of Incorporation
or otherwise.
          1.   Any merger or consolidation of this corporation or any Subsidiary
               with (a) an Interested  Shareholder or (b) any other  corporation
               (whether  or not itself an  Interested  Shareholder  which is, or
               after  such  merger or  consolidation  would  be,  an  Interested
               Shareholder  or  an  Affiliate  or  Associate  of  an  Interested
               Shareholder.
<PAGE>

          2.   Any sale, lease, exchange,  mortgage, pledge, grant of a security
               interest,  transfer or other disposition (in one transaction or a
               series of transactions) directly or indirectly, to or with (a) an
               Interested  Shareholder  or (b) any other person  (whether or not
               itself  an  Interested  Shareholder)  which  is,  or  after  such
               transaction  would be, an Affiliate or Associate of an Interested
               Shareholder of any of the assets of this corporation  (including,
               without limitation, any voting securities of a Subsidiary) or any
               Subsidiary  having an aggregate  Fair Market Value of one million
               dollars or more. 

          3.   The issuance or transfer by this  corporation  or any  Subsidiary
               (in  one  transaction  or  a  series  of   transactions)  of  any
               securities of this corporation or any Subsidiary, or both, to (a)
               an Interested Shareholder or (b) any other person (whether or not
               itself  an  Interested  Shareholder)  which  is,  or  after  such
               issuance or transfer  would be, an  Affiliate  or Associate of an
               Interested  Shareholder,  except  as  part of a  stock  split  or
               dividend  in which all  shareholders  of such  class are  treated
               equally,  or on the  conversion or exchange of securities of this
               corporation   or  a   Subsidiary   acquired  by  the   Interested
               Shareholders in a transaction approved as herein provided.

          4.   Any  reclassification of securities  (including any reverse stock
               split), or recapitalization of this corporation, or any merger or
               consolidation of this corporation with any of its Subsidiaries or
               any other  transaction  (whether or not with or into or otherwise
               involving  an  Interested  Shareholder)  which  has  the  effect,
               directly or indirectly,  of increasing the proportionate share of
               the  outstanding  shares of any  class of  equity or  convertible
               securities  of this  corporation  or any  Subsidiary  directly or
               indirectly beneficially owned by (a) an Interested Shareholder or
               (b)  any  other  person  (whether  or not  itself  an  Interested
               Shareholder)   which   is,   or  after   such   reclassification,
               recapitalization,  merger or consolidation  or other  transaction
               would be, an Affiliate or Associate of an Interested Shareholder;
               or as a result  of which  the  shareholders  of this  corporation
               would  cease to be  shareholders  of a  corporation  incorporated
               under the laws of the State of California  having, as part of its
               articles of incorporation,  provisions to the same effect as this
               Article EIGHTH.

C.  EXCEPTIONS TO 66-2/3%  AFFIRMATIVE  VOTE  REQUIREMENT.  The  requirements of
paragraph B of this Article  EIGHTH shall not be  applicable  to any  particular
Business  Combination,  and such  Business  Combination  shall require only such
affirmative vote as is required by law, by any other provision of these Articles
of  Incorporation  or  otherwise,  if the Business  Combination  shall have been
Approved by a Majority of the  Continuing  Directors,  or if a state  regulatory
authority  having  jurisdiction  under the  circumstances  shall have determined
specifically,  and not by implication,  that the Business Combination is fair to
the holders of the Voting Stock,  or if all of the following  conditions  (other
than those which are, by their terms, inapplicable) shall have been met.

          1. The transaction constituting the Business Combination shall provide
          for a consideration  per share to be received by all holders of Common
          Stock in exchange  for all of their  shares of Common  Stock,  and the
          aggregate  amount of cash and the Fair Market  Value as of the date of
          the  consummation  of the Business  Combination  of any  consideration
          other than cash to be received per share by holders of Common Stock in
          such  Business  Combination  shall be at least equal to the highest of
          the following:

               (a) The Fair Market  Value per share of Common  Stock on the last
               trading day before the Announcement Date.

               (b) The  average of the Fair  Market  Values of a share of Common
               Stock over each trading day in the 90 calendar  days  immediately
               prior to the Announcement Date.

               (c) If the  Announcement  Date of such  Business  Combination  is
               within  five  years of the  Determination  Date in respect of the
               Interested Shareholder involved in such Business Combination, the
               highest  per-share  price  (including any brokerage  commissions,
               transfer  taxes  and  soliciting  dealers'  fees)  paid  by  such
               Interested  Shareholder  to acquire  any  shares of Common  Stock
               which  are or were at any  time  within  such  five  year  period
               Beneficially  Owned  by  such  Interested  Shareholder  and  were
               acquired  by it at any time  within  such five year  period.  The
               price  determination  in accordance with this  subparagraph 1 and
               the following  subparagraph 2 of this paragraph  shall be subject
               to appropriate  adjustment in the event of any  recapitalization,
               stock  dividend,  stock split,  combination  of shares or similar
               event.
<PAGE>


          2. If the  transaction  constituting  the Business  Combination  shall
          provide for a consideration  to be received by holders of any class or
          series of  outstanding  Voting  Stock  other than  Common  Stock,  the
          aggregate  amount of the cash and the Fair Market Value as of the date
          of the consummation of the Business Combination of consideration other
          than cash to be  received  per share by holders of shares of each such
          class or series of Voting Stock shall be determined in the same manner
          as provided in subparagraph 1 above.

          3. The  consideration  to be received by holders of a particular class
          or series of outstanding  Voting Stock (including  Common Stock) shall
          be in  cash  or in  the  same  form  as  was  previously  paid  by the
          Interested  Shareholder involved in such Business Combination in order
          to acquire  shares of such class or series of Voting  Stock  which are
          beneficially owned by an Interested  Shareholder and, if an Interested
          Shareholder  beneficially owns shares of any class or series of Voting
          Stock which were  acquired with varying  forms of  consideration,  the
          form of  consideration  for such class or series of Voting Stock shall
          be  either  cash or the form used to  acquire  the  largest  number of
          shares of such class or series of Voting Stock  beneficially  owned by
          it.

          4. After such Interested  Shareholder has become such and prior to the
          consummation of such Business Combination:

               (a) Except as Approved by a Majority of the Continuing Directors,
               there  shall  have  been no  failure  to  declare  and pay at the
               regular dates therefor the full amount of any dividends  (whether
               or not  cumulative)  payable  on any  outstanding  class of stock
               having a preference over the Common Stock as to dividends.


               (b) There shall have been (i) no  reduction in the annual rate of
               dividends  paid on the  Common  Stock  (except  as  necessary  to
               reflect  any  subdivision  of the  Common  Stock)  other  than as
               Approved by a Majority of the  Continuing  Directors  and (ii) an
               increase in such annual rate of dividends as necessary to prevent
               any  such   reduction  in  the  event  of  any   reclassification
               (including  any reverse  stock split or  combination  of shares),
               recapitalization, reorganization or any similar transaction which
               has the effect of reducing  the number of  outstanding  shares of
               the Common  Stock,  unless the failure so to increase such annual
               rate is Approved by a Majority of the Continuing Directors.

          5. After the Determination Date such Interested  Shareholder shall not
          have   received   the   benefit,   directly  or   indirectly   (except
          proportionately as a shareholder), of any loans, advances, guarantees,
          pledges or other financial  assistance or any tax credits or other tax
          advantages provided by this corporation, whether in anticipation of or
          in connection with such Business Combination or otherwise.

          6. A proxy or information  statement  describing the proposed Business
          Combination  and complying  with the  requirements  of the  Securities
          Exchange  Act of 1934,  as  amended,  and the  rules  and  regulations
          thereunder (or any subsequent  provisions replacing such Act, rules or
          regulations)  shall, at this corporation's  expense,  be mailed to the
          shareholders of this corporation,  no later than the earlier of (a) 30
          days prior to any vote on the proposed Business  Combination or (b) if
          no vote on such Business Combination is required, 60 days prior to the
          consummation of such Business  Combination  (whether or not such proxy
          or information statement is required to be mailed pursuant to such Act
          or subsequent  provisions).  Such proxy statement shall contain at the
          front thereof,  in a prominent  place, any  recommendations  as to the
          advisability (or  inadvisability)  of the Business  Combination  which
          have been  approved  by a Majority  of the  Continuing  Directors  and
          furnished in writing, and an opinion of a reputable investment banking
          firm as to the  fairness  (or lack of  fairness)  of the terms of such
          Business Combination,  from the point of view of the holders of Voting
          Stock other than an Interested  Shareholder  if such  requirement  has
          been Approved by a Majority of Continuing Directors,  (such investment
          banking firm to be Approved by a Majority of the Continuing Directors,
          to be furnished with all information it reasonably  requests and to be
          paid  a  reasonable   fee  for  its  services  upon  receipt  by  this
          corporation of such opinion).

D.  APPROVAL BY A MAJORITY OF THE  CONTINUING  DIRECTORS.  The power and duty to
determine for the purposes of this Article  EIGHTH,  on the basis of information
known to them  after  reasonable  inquiry,  all  facts  necessary  to  determine
compliance with this Article EIGHTH, including,  without limitation, (1) whether
a Person is an Interested
<PAGE>

Shareholder,  (2) the number of shares of Voting Stock beneficially owned by any
Person,  (3) whether a Person is an  Affiliate  or  Associate  of  another,  (4)
whether the requirements of paragraph C of this Article EIGHTH have been met and
(5) such other matters with respect to which a  determination  is required under
this Article  EIGHTH  shall be  exercised in a manner  Approved by a Majority of
Continuing Directors. The good faith determination with respect to such Approval
by a Majority of the  Continuing  Directors on such matters  shall be conclusive
and binding for all purposes of this Article  EIGHTH.  
E. NO  EFFECT ON  FIDUCIARY  OBLIGATIONS  OF  INTERESTED  SHAREHOLDERS.  Nothing
contained  in this Article  EIGHTH  shall be construed to relieve an  Interested
Shareholder of any fiduciary obligation imposed by law.
F.  AMENDMENT,  REPEAL,  ETC.  Notwithstanding  any  other  provisions  of these
Articles of  Incorporation  or the Bylaws of this corporation or the fact that a
lesser  percentage may be specified by law, these Articles of  Incorporation  or
the Bylaws of this corporation,  the affirmative vote of the holders of at least
66-2/3% of the  combined  voting  power of the then  outstanding  Voting  Stock,
voting together as a single class, shall be required to amend,  alter, adopt any
provision  inconsistent  with or repeal this Article  EIGHTH." 
     3. The foregoing  amendment of the Articles of Incorporation  has been duly
        approved by the Board of Directors.
     4. The foregoing  amendment of the Articles of Incorporation  has been duly
        approved by the required vote of the shareholders in accordance with
        Section 902 of the  California  General  Corporation  Law. The total  
        number of  outstanding shares of the corporation is 1,109,985.  The 
        number of shares voting in favor of the amendment  equaled or exceeded
        the vote  required,  such required vote being 66-2/3% vote of the 
        outstanding shares.


 /S/  Richard M. Kahler                  /S/ Randall D. Greenfield
---------------------------             ------------------------------
Richard M. Kahler                       Randall D. Greenfield
President                               Secretary


We further  declare  under  penalty  of  perjury  under the laws of the State of
California  that the matters set forth in this  Certificate are true and correct
of our own knowledge.

Executed at San Leandro, California on June 5, 1991.

/S/  Richard M. Kahler                  /S/ Randall D. Greenfield
---------------------------             ------------------------------
Richard M. Kahler                       Randall D. Greenfield


<PAGE>


[STAMP: A435443]

[LOGO]

State of California
Office of the Secretary of State
Corporation Division

I, MARCH FONG EU, Secretary of State of the State of California,
hereby certify:

That the annexed  transcript has been compared with the corporate record on file
in this  office,  of which it purports to be a copy,  and that the same is full,
true and correct.

IN WITNESS  WHEREOF,  I execute this certificate and affix the Great Seal of the
State of California this August 10, 1993.

/s/March Fong Eu
Secretary of State

[SEAL]


<PAGE>


[STAMP:  A435443; ENDORSED FILED in the office of the Secretary of State,
State of California AUG 9 1993, MARCH FONG EU Secretary of State]


              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION


                                   OF


                          BAY COMMERCIAL SERVICES


     Richard M. Kahler and Randall D. Greenfield certify that:


     l.  They  are  the  duly  elected  and  acting   President  and  Secretary,
respectively, of Bay Commercial Services, a California corporation.


     2. The  following  amendment  is  readopted  pursuant to Section 710 of the
California  Corporations  Code.  ARTICLE  EIGHTH  is  added to the  Articles  of
Incorporation to read as follows:

     "EIGHTH. VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS.


 A. DEFINITIONS. FOR THE PURPOSES OF THIS ARTICLE EIGHTH:

          1.   "Affiliate"  shall mean any person who,  directly  or  indirectly
               through one or more  intermediaries,  controls,  or is controlled
               by, or is under common control with another person.

          2.   "Announcement  Date"  shall  mean  the date of the  first  public
               announcement of a proposed Business Combination.

          3.   "Approved by a Majority of Continuing  Directors" with respect to
               any matter  shall mean that such  matter has been  approved  by a
               majority  vote of the members of the Board of  Directors  who are
               not disqualified as provided in the following  sentence.  Persons
               shall be disqualified with respect to the vote referred to in the
               preceding sentence if they are not Continuing Directors.

          4.   "Associate"  shall  mean (i) with  respect  to a  corporation  or
               association,  any officer or director  thereof or of a subsidiary
               thereof, (ii) with respect to a partnership,  any general partner
               thereof  or any  limited  partner  thereof  having  a 10  percent
               ownership  interest in such partnership,  (iii) with respect to a
               business  trust,  any  officer  or  trustee  thereof  or  of  any
               subsidiary  thereof,  (iv) with  respect to any other trust or an
               estate, any trustee, executor or similar fiduciary and any person
               who has a substantial  interest as a beneficiary of such trust or
               estate,  (v) with  respect to a natural  person,  the spouses and
               children  thereof and any other relative thereof or of the spouse
               thereof who has the same home, and (vi) any Affiliate of any such
               person.

          5.   "Beneficial  Owner" shall mean, as to any shares of Voting Stock,
               a person:


                         (a) who beneficially owns, directly or indirectly, such
                         shares; or

                         (b) who has (i) the right to acquire  such  shares from
                         another  person  (whether  such  right  is  exercisable
                         immediately or only after the passage of time) pursuant
                         to any agreement,  arrangement or understanding or upon
                         the exercise of  conversion  rights,  exchange  rights,
                         warrants or options,  or otherwise or (ii) the right to
                         vote or to direct the voting  thereof  pursuant  to any
                         agreement,  arrangement or understanding.  For purposes
                         of this definition, a Person shall be deemed to own any
                         shares  and  possess  all  rights  owned or  possessed,
                         directly or  indirectly,  by all of its  Associates and
                         Affiliates  or by any  other  person  with  which  such
                         Person or any of its  Affiliates or Associates  has any
                         agreement, arrangement or understanding for the purpose
                         of  acquiring,  holding,  voting  or  disposing  of any
                         shares of Voting Stock.
<PAGE>

          6.   "Business  Combination"  shall  mean  any  transaction  which  is
               referred  to in any one or more of  subparagraphs  1 through 4 of
               paragraph B of this Article EIGHTH.


          7.   "Continuing  Director"  shall  mean any  member  of the  Board of
               Directors of this  corporation who is neither an Affiliate nor an
               Associate  of, and not a nominee  of, an  Interested  Shareholder
               involved in a Business Combination,  or an Affiliate or Associate
               of such Interested  Shareholder;  and who (i) was a member of the
               Board  of  Directors  prior  to the  time  that  such  Interested
               Shareholder  became such, or (ii) is a successor of such a member
               who was  nominated  to  succeed  such a member by a  majority  of
               Continuing Directors then on the Board.


          8.   "Determination  Date" shall mean the date on which an  Interested
               Shareholder became such.


          9.   "Fair  Market  Value" shall mean:  (a) in the case of stock,  the
               closing  sale  price on the date in  question  of a share of such
               stock on the National  Market System of the National  Association
               of Securities  Dealers  Automated  Quotation System or any system
               then in use on any  national  securities  exchange  or  automated
               quotation  system,  or if no such  quotations are available,  the
               fair  market  value  on the date in  question  of a share of such
               stock as determined by a majority of the Continuing  Directors in
               good faith;  and (b) in the case of  property  other than cash or
               stock,  the fair  market  value of such  property  on the date in
               question as determined by a majority of the Continuing  Directors
               in good faith.


          10.  "Interested  Shareholder"  shall mean any Person (other than this
               corporation,  any Subsidiary,  any employee benefit plan or trust
               of this corporation or a Subsidiary or any Person who on April 1,
               1989 was a director of this corporation) who or which on or after
               April 1, 1989:

                                                   
                    (a) is the beneficial owner, directly or indirectly, of more
                    than 5% of the combined voting power of the then outstanding
                    Voting  Stock,  or is an  Affiliate  or  Associate  of  such
                    Person; or


                    (b) acts with any other Person  through or as a  partnership
                    (general  or  limited),  syndicate,  or other  group for the
                    purpose of acquiring,  holding or disposing of securities of
                    this  corporation,  which entity or group is the  Beneficial
                    Owner, directly or indirectly,  of 5% of the combined voting
                    power of the outstanding Voting Stock; or


                    (c) is an  assignee  of or has  otherwise  succeeded  to the
                    beneficial  ownership  of any shares of Voting  Stock  which
                    were at any time  within  the  two-year  period  immediately
                    prior  to the  date in  question  beneficially  owned  by an
                    Interested Shareholder, unless such assignment or succession
                    shall have occurred pursuant to a Public  Transaction or any
                    series of transactions involving a Public Transaction.


          Any  reference  to an  Interested  Shareholder  involved in a Business
          Combination shall also refer to any Affiliates or Associates  thereof,
          any predecessor thereto, and all members of any partnership, syndicate
          or group which includes such Interested  Shareholder.  For purposes of
          determining whether a person is an Interested Shareholder,  the number
          of shares of Voting  Stock  deemed  to be  outstanding  shall  include
          shares  deemed owned  through  application  of  definition 5 above but
          shall not  include  any other  shares  of  Voting  Stock  which may be
          issuable pursuant to any agreement,  arrangement or understanding,  or
          upon exercise of conversion rights, warrants or options, or otherwise.


          11.  "Person" shall mean any  individual,  firm,  trust,  partnership,
               association, corporation or other entity.


          12.  "Public  Transaction"  shall  mean  any (a)  purchase  of  shares
               offered pursuant to an effective registration statement under the
               Securities Act of 1933 or (b) open-market purchase of shares on a
               national securities exchange or automated quotation system if, in
               either  such  case,  the price  and  other  terms of sale are not
               negotiated  by the  purchaser  and the  seller of the  beneficial
               interest in the shares.
<PAGE>

          13.  "Subsidiary"  shall mean any  corporation  of which a majority of
               any class of equity security is owned, directly or indirectly, by
               this corporation;  provided,  however,  that, for the purposes of
               the definition of Interested  Shareholder  the term  "Subsidiary"
               shall mean only a  corporation  of which a majority of each class
               of equity  security  is owned,  directly or  indirectly,  by this
               corporation.


          14.  "Voting Stock" shall mean stock of all classes and series of this
               corporation  entitled  to  vote  generally  in  the  election  of
               directors.


B.  TRANSACTIONS   REQUIRING  66-2/3%  AFFIRMATIVE  VOTE.  In  addition  to  any
affirmative  vote  required  by law,  by these  Articles  of  Incorporation,  or
otherwise,  and except as  otherwise  expressly  provided in paragraph C of this
Article EIGHTH none of the following  transactions  shall be consummated  unless
such  consummation  shall  have been  approved  by the  affirmative  vote of the
holders of at least 66-2/3% of the combined voting power of the then outstanding
shares of Voting Stock voting together as a single class.  Such affirmative vote
shall be required notwithstanding the fact that no vote may be required, or that
a lesser percentage may be specified, by law, in these Articles of Incorporation
or otherwise.


          1.   Any merger or consolidation of this corporation or any Subsidiary
               with (a) an Interested  Shareholder or (b) any other  corporation
               (whether or not itself an  Interested  Shareholder)  which is, or
               after  such  merger or  consolidation  would  be,  an  Interested
               Shareholder  or  an  Affiliate  or  Associate  of  an  Interested
               Shareholder.


          2.   Any sale, lease, exchange,  mortgage, pledge, grant of a security
               interest,  transfer or other disposition (in one transaction or a
               series of transactions) directly or indirectly, to or with (a) an
               Interested  Shareholder  or (b) any other person  (whether or not
               itself  an  Interested  Shareholder)  which  is,  or  after  such
               transaction  would be, an Affiliate or Associate of an Interested
               Shareholder of any of the assets of this corporation  (including,
               without limitation, any voting securities of a Subsidiary) or any
               Subsidiary  having an aggregate  Fair Market Value of one million
               dollars or more.


          3.   The issuance or transfer by this  corporation  or any  Subsidiary
               (in  one  transaction  or  a  series  of   transactions)  of  any
               securities of this corporation or any Subsidiary, or both, to (a)
               an Interested Shareholder or (b) any other person (whether or not
               itself  an  Interested  Shareholder)  which  is,  or  after  such
               issuance or transfer  would be, an  Affiliate  or Associate of an
               Interested  Shareholder,  except  as  part of a  stock  split  or
               dividend  in which all  shareholders  of such  class are  treated
               equally,  or on the  conversion or exchange of securities of this
               corporation   or  a   Subsidiary   acquired  by  the   Interested
               Shareholders in a transaction approved as herein provided.


          4.   Any  reclassification of securities  (including any reverse stock
               split), or recapitalization of this corporation, or any merger or
               consolidation of this corporation with any of its Subsidiaries or
               any other  transaction  (whether or not with or into or otherwise
               involving  an  Interested  Shareholder)  which  has  the  effect,
               directly or indirectly,  of increasing the proportionate share of
               the  outstanding  shares of any  class of  equity or  convertible
               securities  of this  corporation  or any  Subsidiary  directly or
               indirectly beneficially owned by (a) an Interested Shareholder or
               (b)  any  other  person  (whether  or not  itself  an  Interested
               Shareholder)   which   is,   or  after   such   reclassification,
               recapitalization,  merger or consolidation  or other  transaction
               would be, an Affiliate or Associate of an Interested Shareholder;
               or as a result  of which  the  shareholders  of this  corporation
               would  cease to be  shareholders  of a  corporation  incorporated
               under the laws of the State of California  having, as part of its
               articles of incorporation,  provisions to the same effect as this
               Article EIGHTH.


C.  EXCEPTIONS TO 66-2/3%  AFFIRMATIVE  VOTE  REQUIREMENT.  The  requirements of
paragraph B of this Article  EIGHTH shall not be  applicable  to any  particular
Business  Combination,  and such  Business  Combination  shall require only such
affirmative vote as is required by law, by any other provision of these Articles
of  Incorporation  or  otherwise,  if the Business  Combination  shall have been
Approved by a Majority of the  Continuing  Directors,  or if a state  regulatory
authority  having  jurisdiction  under the  circumstances  shall have determined
specifically,  and not by implication,  that the Business Combination is fair to
the holders of the Voting Stock,  or if all of the following  conditions  (other
than those which are, by their terms, inapplicable) shall have been met.

<PAGE>

          1.   The  transaction  constituting  the  Business  Combination  shall
               provide  for a  consideration  per  share to be  received  by all
               holders of Common  Stock in exchange  for all of their  shares of
               Common  Stock,  and the  aggregate  amount  of cash  and the Fair
               Market Value as of the date of the  consummation  of the Business
               Combination of any  consideration  other than cash to be received
               per share by holders of Common Stock in such Business Combination
               shall be at least equal to the highest of the following:


                    (a) The Fair Market  Value per share of Common  Stock on the
                    last trading day before the Announcement Date.


                    (b) The  average  of the Fair  Market  Values  of a share of
                    Common Stock over each  trading day in the 90 calendar  days
                    immediately prior to the Announcement Date.


                    (c) If the Announcement Date of such Business Combination is
                    within  five years of the  Determination  Date in respect of
                    the  Interested   Shareholder   involved  in  such  Business
                    Combination,  the highest  per-share  price  (including  any
                    brokerage   commissions,   transfer   taxes  and  soliciting
                    dealers'  fees)  paid  by  such  Interested  Shareholder  to
                    acquire any shares of Common  Stock which are or were at any
                    time within such five year period Beneficially Owned by such
                    Interested  Shareholder  and were acquired by it at any time
                    within such five year  period.  The price  determination  in
                    accordance  with  this  subparagraph  1  and  the  following
                    subparagraph  2  of  this  paragraph  shall  be  subject  to
                    appropriate adjustment in the event of any recapitalization,
                    stock  dividend,  stock  split,  combination  of  shares  or
                    similar event.


          2.   If the transaction  constituting the Business  Combination  shall
               provide  for a  consideration  to be  received  by holders of any
               class or series of  outstanding  Voting  Stock  other than Common
               Stock, the aggregate amount of the cash and the Fair Market Value
               as of the date of the consummation of the Business Combination of
               consideration other than cash to be received per share by holders
               of shares of each such class or series of Voting  Stock  shall be
               determined  in the same  manner as  provided  in  subparagraph  1
               above.


          3.   The consideration to be received by holders of a particular class
               or series of outstanding  Voting Stock  (including  Common Stock)
               shall be in cash or in the same  form as was  previously  paid by
               the Interested  Shareholder involved in such Business Combination
               in order to  acquire  shares  of such  class or  series of Voting
               Stock which are beneficially  owned by an Interested  Shareholder
               and, if an Interested Shareholder beneficially owns shares of any
               class or series of Voting Stock which were  acquired with varying
               forms of consideration,  the form of consideration for such class
               or series of Voting  Stock  shall be either cash or the form used
               to acquire the  largest  number of shares of such class or series
               of Voting Stock beneficially owned by it.


          4.   After such  Interested  Shareholder  has become such and prior to
               the consummation of such Business Combination:


                    (a)  Except as  Approved  by a  Majority  of the  Continuing
                    Directors,  there  shall have been no failure to declare and
                    pay at the  regular  dates  therefor  the full amount of any
                    dividends  (whether  or  not  cumulative)   payable  on  any
                    outstanding  class of stock  having  a  preference  over the
                    Common Stock as to dividends.


                    (b) There  shall  have been (i) no  reduction  in the annual
                    rate  of  dividends  paid on the  Common  Stock  (except  as
                    necessary to reflect any  subdivision  of the Common  Stock)
                    other  than as  Approved  by a  Majority  of the  Continuing
                    Directors  and  (ii)  an  increase  in such  annual  rate of
                    dividends as necessary to prevent any such  reduction in the
                    event of any  reclassification  (including any reverse stock
                    split   or   combination   of   shares),   recapitalization,
                    reorganization  or any  similar  transaction  which  has the
                    effect of reducing the number of  outstanding  shares of the
                    Common Stock,  unless the failure so to increase such annual
                    rate is Approved by a Majority of the Continuing Directors.


          5.   After the  Determination  Date such Interested  Shareholder shall
               not have  received the benefit,  directly or  indirectly  (except
               proportionately  as  a  shareholder),  of  any  loans,  advances,
               guarantees, 
<PAGE>


               pledges  or other  financial  assistance  or any tax
               credits or other tax  advantages  provided  by this  corporation,
               whether in  anticipation  of or in connection  with such Business
               Combination or otherwise.


          6.   A proxy or information statement describing the proposed Business
               Combination and complying with the requirements of the Securities
               Exchange Act of 1934, as amended,  and the rules and  regulations
               thereunder  (or any  subsequent  provisions  replacing  such Act,
               rules or regulations)  shall, at this corporation's  expense,  be
               mailed to the shareholders of this corporation, no later than the
               earlier of (a) 30 days prior to any vote on the proposed Business
               Combination  or (b) if no vote on such  Business  Combination  is
               required,  60 days  prior to the  consummation  of such  Business
               Combination  (whether or not such proxy or information  statement
               is  required  to be  mailed  pursuant  to such Act or  subsequent
               provisions).  Such  proxy  statement  shall  contain at the front
               thereof,  in a prominent  place,  any  recommendations  as to the
               advisability  (or  inadvisability)  of the  Business  Combination
               which  have  been  Approved  by  a  Majority  of  the  Continuing
               Directors and furnished in writing, and an opinion of a reputable
               investment  banking firm as to the fairness (or lack of fairness)
               of the terms of such Business Combination, from the point of view
               of  the  holders  of  Voting  Stock  other  than  an   Interested
               Shareholder if such  requirement  has been Approved by a Majority
               of  Continuing  Directors,  (such  investment  banking firm to be
               Approved  by a  Majority  of  the  Continuing  Directors,  to  be
               furnished with all  information it reasonably  requests and to be
               paid a  reasonable  fee for its  services  upon  receipt  by this
               corporation of such opinion).


D. APPROVAL BY A MAJORITY OF THE CONTINUING DIRECTORS.


The power and duty to determine for the purposes of this Article EIGHTH,  on the
basis of information known to them after reasonable inquiry, all facts necessary
to determine compliance with this Article EIGHTH, including, without limitation,
(1) whether a Person is an Interested  Shareholder,  (2) the number of shares of
Voting  Stock  beneficially  owned by any  Person,  (3)  whether  a Person is an
Affiliate or Associate of another,  (4) whether the  requirements of paragraph C
of this Article  EIGHTH have been met and (5) such other matters with respect to
which a  determination  is required under this Article EIGHTH shall be exercised
in a manner  Approved  by a Majority  of  Continuing  Directors.  The good faith
determination  with  respect to such  Approval by a Majority  of the  Continuing
Directors on such matters  shall be  conclusive  and binding for all purposes of
this Article EIGHTH.


E. NO  EFFECT ON  FIDUCIARY  OBLIGATIONS  OF  INTERESTED  SHAREHOLDERS.  Nothing
contained  in this Article  EIGHTH  shall be construed to relieve an  Interested
Shareholder     of    any     fiduciary     obligation     imposed    by    law.


F.  AMENDMENT,  REPEAL,  ETC.  Notwithstanding  any  other  provisions  of these
Articles of  Incorporation  or the Bylaws of this corporation or the fact that a
lesser  percentage may be specified by law, these Articles of  Incorporation  or
the Bylaws of this corporation,  the affirmative vote of the holders of at least
66-2/3% of the  combined  voting  power of the then  outstanding  Voting  Stock,
voting together as a single class, shall be required to amend,  alter, adopt any
provision inconsistent with or repeal this Article EIGHTH."


     3. The foregoing  amendment of the Articles of Incorporation  has been duly
approved by the Board of Directors.


     4. The foregoing  amendment of the Articles of Incorporation  has been duly
approved by the required vote of the shareholders in accordance with Section 902
of the  California  General  Corporation  Law. The total  number of  outstanding
shares of the corporation is 1,079,985.  The number of shares voting in favor of
the amendment equaled or exceeded the vote required,  such required vote being a
66-2/3% vote of the outstanding shares.


By: /s/Richard M. Kahler              By: /s/ Randall D. Greenfield
    -----------------------               ----------------------------
        Richard M. Kahler             Randall D. Greenfield
        President                     Secretary


<PAGE>




We further  declare under penalty of perjury under the  laws of the  State  of 
 California  that  the  matters  set  forth  in this Certificate are true and
 correct of our own knowledge.


Executed at San Leandro, California on August 5, 1993.


/s/Richard M. Kahler                                 /s/Randall D. Greenfield
-----------------------                              ------------------------
Richard M. Kahler                                    Randall D. Greenfield


<PAGE>


[STAMP: A476826]

[LOGO]

State of California
Secretary of State
Corporation Division

I, BILL JONES,  Secretary  of State of the State of  California, hereby certify:

That the annexed  transcript has been compared with the corporate record on file
in this  office,  of which it purports to be a copy,  and that the same is full,
true and correct.

IN WITNESS  WHEREOF,  I execute this certificate and affix the Great Seal of the
State of California this JUNE 4, 1996.

/s/Bill Jones
Secretary of State

[SEAL]


<PAGE>


[STAMP:  A476826; ENDORSED FILED in the office of the Secretary of State of the
 State of California MAY 30, 1996, BILL JONES, Secretary of State]


              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

                                     OF


                            BAY COMMERCIAL SERVICES


     Richard M. Kahler and Randall D. Greenfield certify that:


     l.  They  are  the  duly  elected  and  acting   President  and  Secretary,
respectively, of Bay Commercial Services, a California corporation.


     2. The  following  amendment  is  readopted  pursuant to Section 710 of the
California  Corporations  Code.  ARTICLE  EIGHTH  is  added to the  Articles  of
Incorporation to read as follows:


     "EIGHTH. Vote Required for Certain Business Combinations.


A.   Definitions.  For the purposes of this Article EIGHTH:


     1. "Affiliate"  shall mean any person who,  directly or indirectly  through
     one or more  intermediaries,  controls,  or is  controlled  by, or is under
     common control with another person.


     2. "Announcement Date" shall mean the date of the first public announcement
     of a proposed Business Combination.


     3.  "Approved by a Majority of  Continuing  Directors"  with respect to any
     matter shall mean that such matter has been  approved by a majority vote of
     the members of the Board of Directors who are not  disqualified as provided
     in the following  sentence.  Persons shall be disqualified  with respect to
     the vote referred to in the preceding  sentence if they are not  Continuing
     Directors.


     4. "Associate" shall mean (i) with respect to a corporation or association,
     any  officer or  director  thereof or of a  subsidiary  thereof,  (ii) with
     respect to a  partnership,  any  general  partner  thereof  or any  limited
     partner thereof having a 10 percent ownership interest in such partnership,
     (iii) with respect to a business  trust,  any officer or trustee thereof or
     of any  subsidiary  thereof,  (iv) with  respect  to any other  trust or an
     estate, any trustee, executor or similar fiduciary and any person who has a
     substantial  interest as a  beneficiary  of such trust or estate,  (v) with
     respect to a natural person, the spouses and children thereof and any other
     relative  thereof or of the spouse  thereof who has the same home, and (vi)
     any Affiliate of any such person.


     5.  "Beneficial  Owner"  shall mean,  as to any shares of Voting  Stock,  a
     person:


          (a) who beneficially owns, directly or indirectly, such shares; or


          (b) who has (i) the right to acquire such shares from  another  person
          (whether  such  right is  exercisable  immediately  or only  after the
          passage  of  time)   pursuant  to  any   agreement,   arrangement   or
          understanding  or upon the  exercise of  conversion  rights,  exchange
          rights, warrants or options, or otherwise or (ii) the right to vote or
          to direct the voting thereof pursuant to any agreement, arrangement or
          understanding.  For  purposes of this  definition,  a Person  shall be
          deemed to own any shares and  possess all rights  owned or  possessed,
          directly or indirectly,  by all of its Associates and Affiliates or by
          any other  person with which such Person or any of its  Affiliates  or
          Associates has any agreement,  arrangement  or  understanding  for the
          purpose of  acquiring,  holding,  voting or disposing of any shares of
          Voting Stock.

<PAGE>

     6. "Business  Combination"  shall mean any transaction which is referred to
     in any one or more of  subparagraphs  1  through 4 of  paragraph  B of this
     Article EIGHTH.


     7. "Continuing Director" shall mean any member of the Board of Directors of
     this corporation who is neither an Affiliate nor an Associate of, and not a
     nominee of, an Interested  Shareholder involved in a Business  Combination,
     or an Affiliate or Associate of such  Interested  Shareholder;  and who (i)
     was a  member  of the  Board of  Directors  prior  to the  time  that  such
     Interested Shareholder became such, or (ii) is a successor of such a member
     who was  nominated  to succeed  such a member by a majority  of  Continuing
     Directors then on the Board.


     8.  "Determination  Date"  shall  mean  the  date on  which  an  Interested
     Shareholder became such.


     9. "Fair Market  Value" shall mean:  (a) in the case of stock,  the closing
     sale price on the date in question of a share of such stock on the National
     Market System of the National  Association of Securities  Dealers Automated
     Quotation  System  or any  system  then in use on any  national  securities
     exchange  or  automated  quotation  system,  or if no such  quotations  are
     available, the fair market value on the date in question of a share of such
     stock as  determined  by a majority  of the  Continuing  Directors  in good
     faith;  and (b) in the case of property other than cash or stock,  the fair
     market value of such  property on the date in question as  determined  by a
     majority of the Continuing Directors in good faith.


     10.  "Interested  Shareholder"  shall  mean any  Person  (other  than  this
     corporation,  any  Subsidiary,  any employee  benefit plan or trust of this
     corporation  or a  Subsidiary  or any  Person  who on April  1,  1989 was a
     director of this corporation) who or which on or after April 1, 1989:


          (a) is the beneficial owner,  directly or indirectly,  of more than 5%
          of the combined voting power of the then outstanding  Voting Stock, or
          is an Affiliate or Associate of such Person; or


          (b) acts with any other Person through or as a partnership (general or
          limited),  syndicate,  or other  group for the  purpose of  acquiring,
          holding or disposing of securities of this  corporation,  which entity
          or group is the Beneficial Owner, directly or indirectly, of 5% of the
          combined voting power of the outstanding Voting Stock; or


          (c) is an assignee of or has  otherwise  succeeded  to the  beneficial
          ownership  of any shares of Voting Stock which were at any time within
          the  two-year  period  immediately  prior  to  the  date  in  question
          beneficially   owned  by  an  Interested   Shareholder,   unless  such
          assignment  or  succession  shall have  occurred  pursuant to a Public
          Transaction  or  any  series  of   transactions   involving  a  Public
          Transaction.


     Any  reference  to  an  Interested   Shareholder  involved  in  a  Business
     Combination shall also refer to any Affiliates or Associates  thereof,  any
     predecessor thereto, and all members of any partnership, syndicate or group
     which  includes such  Interested  Shareholder.  For purposes of determining
     whether  a person is an  Interested  Shareholder,  the  number of shares of
     Voting Stock deemed to be  outstanding  shall include  shares  deemed owned
     through  application  of definition 5 above but shall not include any other
     shares of Voting  Stock  which may be issuable  pursuant to any  agreement,
     arrangement  or  understanding,  or upon  exercise  of  conversion  rights,
     warrants or options, or otherwise.


     11.  "Person"  shall  mean  any  individual,   firm,  trust,   partnership,
     association, corporation or other entity.


     12.  "Public  Transaction"  shall mean any (a)  purchase of shares  offered
     pursuant to an effective registration statement under the Securities Act of
     1933  or (b)  open-market  purchase  of  shares  on a  national  securities
     exchange or automated  quotation  system if, in either such case, the price
     and other terms of sale are not  negotiated by the purchaser and the seller
     of the beneficial interest in the shares.

<PAGE>

     13.  "Subsidiary"  shall mean any  corporation  of which a majority  of any
     class  of  equity  security  is  owned,  directly  or  indirectly,  by this
     corporation; provided, however, that, for the purposes of the definition of
     Interested  Shareholder the term "Subsidiary" shall mean only a corporation
     of which a majority of each class of equity security is owned,  directly or
     indirectly, by this corporation.


     14.  "Voting  Stock"  shall  mean stock of all  classes  and series of this
     corporation entitled to vote generally in the election of directors.


B.  TRANSACTIONS   REQUIRING  66-2/3%  AFFIRMATIVE  VOTE.  In  addition  to  any
affirmative  vote  required  by law,  by these  Articles  of  Incorporation,  or
otherwise,  and except as  otherwise  expressly  provided in paragraph C of this
Article EIGHTH none of the following  transactions  shall be consummated  unless
such  consummation  shall  have been  approved  by the  affirmative  vote of the
holders of at least 66-2/3% of the combined voting power of the then outstanding
shares of Voting Stock voting together as a single class.  Such affirmative vote
shall be required notwithstanding the fact that no vote may be required, or that
a lesser percentage may be specified, by law, in these Articles of Incorporation
or otherwise.


     1. Any merger or  consolidation  of this corporation or any Subsidiary with
     (a) an Interested  Shareholder or (b) any other corporation (whether or not
     itself  an  Interested  Shareholder)  which  is,  or after  such  merger or
     consolidation  would be,  an  Interested  Shareholder  or an  Affiliate  or
     Associate of an Interested Shareholder.


     2. Any  sale,  lease,  exchange,  mortgage,  pledge,  grant  of a  security
     interest,  transfer or other disposition (in one transaction or a series of
     transactions)  directly  or  indirectly,  to  or  with  (a)  an  Interested
     Shareholder  or (b) any other person  (whether or not itself an  Interested
     Shareholder)  which is, or after such transaction would be, an Affiliate or
     Associate  of an  Interested  Shareholder  of  any of the  assets  of  this
     corporation  (including,  without  limitation,  any voting  securities of a
     Subsidiary) or any Subsidiary  having an aggregate Fair Market Value of one
     million dollars or more.


     3. The issuance or transfer by this  corporation  or any Subsidiary (in one
     transaction  or a  series  of  transactions)  of  any  securities  of  this
     corporation or any Subsidiary, or both, to (a) an Interested Shareholder or
     (b) any other  person  (whether  or not itself an  Interested  Shareholder)
     which is, or after such  issuance or  transfer  would be, an  Affiliate  or
     Associate of an Interested Shareholder,  except as part of a stock split or
     dividend in which all shareholders of such class are treated equally, or on
     the  conversion  or  exchange  of  securities  of  this  corporation  or  a
     Subsidiary  acquired  by  the  Interested  Shareholders  in  a  transaction
     approved as herein provided.


     4. Any reclassification of securities  (including any reverse stock split),
     or recapitalization of this corporation,  or any merger or consolidation of
     this  corporation  with any of its  Subsidiaries  or any other  transaction
     (whether  or  not  with  or  into  or  otherwise  involving  an  Interested
     Shareholder)  which has the effect,  directly or indirectly,  of increasing
     the proportionate share of the outstanding shares of any class of equity or
     convertible  securities of this  corporation or any Subsidiary  directly or
     indirectly  beneficially owned by (a) an Interested  Shareholder or (b) any
     other person (whether or not itself an Interested Shareholder) which is, or
     after such reclassification,  recapitalization,  merger or consolidation or
     other  transaction  would be, an Affiliate  or  Associate of an  Interested
     Shareholder;  or as a result of which the  shareholders of this corporation
     would cease to be shareholders of a corporation incorporated under the laws
     of  the  State  of   California   having,   as  part  of  its  articles  of
     incorporation, provisions to the same effect as this Article EIGHTH.


C.  EXCEPTIONS TO 66-2/3%  AFFIRMATIVE  VOTE  REQUIREMENT.  The  requirements of
paragraph B of this Article  EIGHTH shall not be  applicable  to any  particular
Business  Combination,  and such  Business  Combination  shall require only such
affirmative vote as is required by law, by any other provision of these Articles
of  Incorporation  or  otherwise,  if the Business  Combination  shall have been
Approved by a Majority of the  Continuing  Directors,  or if a state  regulatory
authority  having  jurisdiction  under the  circumstances  shall have determined
specifically,  and not by implication,  that the Business Combination is fair to
the holders of the Voting Stock,  or if all of the following  conditions  (other
than those which are, by their terms, inapplicable) shall have been met.

<PAGE>

     1. The transaction  constituting the Business Combination shall provide for
     a consideration  per share to be received by all holders of Common Stock in
     exchange for all of their shares of Common Stock,  and the aggregate amount
     of cash and the Fair Market Value as of the date of the consummation of the
     Business  Combination of any  consideration  other than cash to be received
     per share by holders of Common Stock in such Business  Combination shall be
     at least equal to the highest of the following:


          (a) The  Fair  Market  Value  per  share of  Common  Stock on the last
          trading day before the Announcement Date.


          (b) The average of the Fair Market  Values of a share of Common  Stock
          over each trading day in the 90 calendar days immediately prior to the
          Announcement Date.


          (c) If the  Announcement  Date of such Business  Combination is within
          five years of the  Determination  Date in  respect  of the  Interested
          Shareholder  involved  in  such  Business  Combination,   the  highest
          per-share price (including any brokerage  commissions,  transfer taxes
          and soliciting  dealers' fees) paid by such Interested  Shareholder to
          acquire  any  shares  of  Common  Stock  which are or were at any time
          within such five year  period  Beneficially  Owned by such  Interested
          Shareholder  and were acquired by it at any time within such five year
          period. The price determination in accordance with this subparagraph 1
          and the following subparagraph 2 of this paragraph shall be subject to
          appropriate  adjustment  in the event of any  recapitalization,  stock
          dividend, stock split, combination of shares or similar event.


     2. If the transaction  constituting the Business  Combination shall provide
     for a  consideration  to be  received  by holders of any class or series of
     outstanding  Voting Stock other than Common Stock,  the aggregate amount of
     the cash and the Fair Market  Value as of the date of the  consummation  of
     the Business  Combination of  consideration  other than cash to be received
     per share by holders of shares of each such class or series of Voting Stock
     shall be determined in the same manner as provided in subparagraph 1 above.


     3. The  consideration  to be received by holders of a  particular  class or
     series of  outstanding  Voting Stock  (including  Common Stock) shall be in
     cash  or in  the  same  form  as was  previously  paid  by  the  Interested
     Shareholder  involved  in such  Business  Combination  in order to  acquire
     shares of such class or series of Voting Stock which are beneficially owned
     by an Interested Shareholder and, if an Interested Shareholder beneficially
     owns shares of any class or series of Voting Stock which were acquired with
     varying forms of consideration, the form of consideration for such class or
     series of Voting Stock shall be either cash or the form used to acquire the
     largest  number  of  shares  of  such  class  or  series  of  Voting  Stock
     beneficially owned by it.


     4.  After such  Interested  Shareholder  has  become  such and prior to the
     consummation of such Business Combination:


          (a) Except as  Approved  by a Majority  of the  Continuing  Directors,
          there  shall have been no failure  to declare  and pay at the  regular
          dates  therefor  the full  amount  of any  dividends  (whether  or not
          cumulative)  payable  on any  outstanding  class  of  stock  having  a
          preference over the Common Stock as to dividends.


          (b) There  shall  have been (i) no  reduction  in the  annual  rate of
          dividends paid on the Common Stock (except as necessary to reflect any
          subdivision  of the Common Stock) other than as Approved by a Majority
          of the  Continuing  Directors and (ii) an increase in such annual rate
          of dividends  as necessary to prevent any such  reduction in the event
          of  any  reclassification   (including  any  reverse  stock  split  or
          combination  of  shares),  recapitalization,   reorganization  or  any
          similar  transaction  which has the effect of  reducing  the number of
          outstanding  shares of the  Common  Stock,  unless  the  failure so to
          increase such annual rate is Approved by a Majority of the  Continuing
          Directors.


     5. After the Determination Date such Interested  Shareholder shall not have
     received the benefit,  directly or indirectly (except  proportionately as a
     shareholder),  of  any  loans,  advances,   guarantees, 

<PAGE>

     pledges  or other  financial  assistance  or any tax  credits  or other tax
     advantages  provided by this corporation,  whether in anticipation of or in
     connection with such Business Combination or otherwise.


     6. A proxy  or  information  statement  describing  the  proposed  Business
     Combination and complying with the requirements of the Securities  Exchange
     Act of 1934, as amended,  and the rules and regulations  thereunder (or any
     subsequent  provisions  replacing such Act, rules or regulations) shall, at
     this  corporation's   expense,  be  mailed  to  the  shareholders  of  this
     corporation,  no later than the earlier of (a) 30 days prior to any vote on
     the  proposed  Business  Combination  or (b) if no vote  on  such  Business
     Combination is required, 60 days prior to the consummation of such Business
     Combination (whether or not such proxy or information statement is required
     to be mailed  pursuant to such Act or  subsequent  provisions).  Such proxy
     statement  shall contain at the front thereof,  in a prominent  place,  any
     recommendations as to the advisability (or  inadvisability) of the Business
     Combination  which  have been  Approved  by a  Majority  of the  Continuing
     Directors  and  furnished  in  writing,  and  an  opinion  of  a  reputable
     investment  banking  firm as to the  fairness  (or lack of fairness) of the
     terms of such Business  Combination,  from the point of view of the holders
     of Voting Stock other than an Interested  Shareholder  if such  requirement
     has been Approved by a Majority of Continuing  Directors,  (such investment
     banking firm to be Approved by a Majority of the Continuing  Directors,  to
     be furnished with all  information it reasonably  requests and to be paid a
     reasonable  fee for its services upon receipt by this  corporation  of such
     opinion).


D.  APPROVAL BY A MAJORITY OF THE  CONTINUING  DIRECTORS.  The power and duty to
determine for the purposes of this Article  EIGHTH,  on the basis of information
known to them  after  reasonable  inquiry,  all  facts  necessary  to  determine
compliance with this Article EIGHTH, including,  without limitation, (1) whether
a Person is an Interested Shareholder,  (2) the number of shares of Voting Stock
beneficially  owned by any  Person,  (3)  whether  a Person is an  Affiliate  or
Associate  of  another,  (4)  whether the  requirements  of  paragraph C of this
Article  EIGHTH have been met and (5) such other matters with respect to which a
determination  is required  under this  Article  EIGHTH  shall be exercised in a
manner  Approved  by  a  Majority  of  Continuing  Directors.   The  good  faith
determination  with  respect to such  Approval by a Majority  of the  Continuing
Directors on such matters  shall be  conclusive  and binding for all purposes of
this Article EIGHTH.


E. No  Effect on  Fiduciary  Obligations  of  Interested  Shareholders.  Nothing
contained  in this Article  EIGHTH  shall be construed to relieve an  Interested
Shareholder of any fiduciary obligation imposed by law.
                                            

F.  Amendment,  Repeal,  etc.  Notwithstanding  any  other  provisions  of these
Articles of  Incorporation  or the Bylaws of this corporation or the fact that a
lesser  percentage may be specified by law, these Articles of  Incorporation  or
the Bylaws of this corporation,  the affirmative vote of the holders of at least
66-2/3% of the  combined  voting  power of the then  outstanding  Voting  Stock,
voting together as a single class, shall be required to amend,  alter, adopt any
provision inconsistent with or repeal this Article EIGHTH."


     3. The  foregoing  amendment  of the  Articles  of Incorporation has been
     duly approved by the Board of Directors.


     5. The foregoing  amendment of the Articles of Incorporation  has been duly
     approved  by the  required  vote of the  shareholders  in  accordance  with
     Section 902 of the California General  Corporation Law. The total number of
     outstanding  shares of the  corporation is 1,076,720.  The number of shares
     voting in favor of the  amendment  equaled or exceeded  the vote  required,
     such required vote being a 66-2/3% vote of the outstanding shares.




By: /s/Richard M. Kahler                     By: /s/ Randall D. Greenfield
    -------------------------                    --------------------------   
    Richard M. Kahler                            Randall D. Greenfield
    President                                    Secretary


<PAGE>




               We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this  Certificate are true and
correct of our own knowledge.


               Executed at San Leandro, California on May 28, 1996.

    /s/Richard M. Kahler                      /s/Randall D. Greenfield
       -------------------------              ------------------------  
        Richard M. Kahler                     Randall D. Greenfield
        President                             Secretary


<PAGE>


[STAMP:  A0509810]

[LOGO]

State of California
Secretary of State


I, BILL JONES, Secretary of State of the State of California, hereby certify:

That the annexed  transcript has been compared with the corporate record on file
in this  office,  of which it purports to be a copy,  and that the same is full,
true and correct.

IN WITNESS  WHEREOF,  I execute this certificate and affix the Great Seal of the
State of California this _________________.

/s/Bill Jones
Secretary of State

[SEAL]


<PAGE>


[STAMP:  A0509810; ENDORSED FILED in the office of the Secretary of State of the
 State of California JUN 11, 1998, BILL JONES, Secretary of State]


              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION


                                       OF


                              BAY COMMERCIAL SERVICES


               Richard M. Kahler and Randall D. Greenfield certify that:


               l. They are the duly elected and acting  President and Secretary,
respectively, of Bay Commercial Services, a California corporation.


               2. The following amendment is readopted pursuant to Section 710 
of the California Corporations Code.  ARTICLE EIGHTH is added to the Articles
of Incorporation to read as follows:


               "EIGHTH.  VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS.


A. Definitions.  For the purposes of this Article EIGHTH:


          1.  "Affiliate"  shall mean any person  who,  directly  or  indirectly
     through one or more  intermediaries,  controls,  or is controlled by, or is
     under common control with another person.


          2.  "Announcement  Date"  shall  mean  the  date of the  first  public
     announcement of a proposed Business Combination.


          3.  "Approved by a Majority of Continuing  Directors"  with respect to
     any matter shall mean that such matter has been approved by a majority vote
     of the  members  of the  Board of  Directors  who are not  disqualified  as
     provided in the  following  sentence.  Persons shall be  disqualified  with
     respect to the vote referred to in the  preceding  sentence if they are not
     Continuing Directors.


          4.  "Associate"  shall  mean  (i) with  respect  to a  corporation  or
     association,  any officer or director  thereof or of a subsidiary  thereof,
     (ii) with  respect to a  partnership,  any general  partner  thereof or any
     limited  partner  thereof  having a 10 percent  ownership  interest in such
     partnership, (iii) with respect to a business trust, any officer or trustee
     thereof or of any subsidiary thereof,  (iv) with respect to any other trust
     or an estate, any trustee, executor or similar fiduciary and any person who
     has a substantial  interest as a beneficiary  of such trust or estate,  (v)
     with respect to a natural person,  the spouses and children thereof and any
     other relative  thereof or of the spouse thereof who has the same home, and
     (vi) any Affiliate of any such person.


          5. "Beneficial  Owner" shall mean, as to any shares of Voting Stock, a
     person:


          (a) who beneficially owns, directly or indirectly, such shares; or


          (b) who has (i) the right to acquire such shares from  another  person
          (whether  such  right is  exercisable  immediately  or only  after the
          passage  of  time)   pursuant  to  any   agreement,   arrangement   or
          understanding  or upon the  exercise of  conversion  rights,  exchange
          rights, warrants or options, or otherwise or (ii) the right to vote or
          to direct the voting thereof pursuant to any agreement, arrangement or
          understanding.  For  purposes of this  definition,  a Person  shall be
          deemed to own any shares and  possess all rights  owned or  possessed,
          directly or indirectly,  by all of its Associates and Affiliates or by
          any other  person with which such Person or any of its  Affiliates  or
          Associates has any agreement,  arrangement  or  understanding  for the
          purpose of  acquiring,  holding,  voting or disposing of any shares of
          Voting Stock.
<PAGE>


          6. "Business Combination" shall mean any transaction which is referred
     to in any one or more of  subparagraphs  1 through 4 of paragraph B of this
     Article EIGHTH.


          7.  "Continuing  Director"  shall  mean  any  member  of the  Board of
     Directors of this  corporation who is neither an Affiliate nor an Associate
     of, and not a nominee of, an Interested  Shareholder involved in a Business
     Combination,  or an Affiliate or Associate of such Interested  Shareholder;
     and who (i) was a member of the Board of  Directors  prior to the time that
     such Interested  Shareholder  became such, or (ii) is a successor of such a
     member  who was  nominated  to  succeed  such a  member  by a  majority  of
     Continuing Directors then on the Board.


          8.  "Determination  Date"  shall mean the date on which an  Interested
     Shareholder became such.


          9. "Fair  Market  Value"  shall  mean:  (a) in the case of stock,  the
     closing  sale price on the date in question of a share of such stock on the
     National  Market System of the National  Association of Securities  Dealers
     Automated  Quotation  System  or any  system  then  in use on any  national
     securities exchange or automated quotation system, or if no such quotations
     are available,  the fair market value on the date in question of a share of
     such stock as determined by a majority of the Continuing  Directors in good
     faith;  and (b) in the case of property other than cash or stock,  the fair
     market value of such  property on the date in question as  determined  by a
     majority of the Continuing Directors in good faith.


          10.  "Interested  Shareholder"  shall mean any Person (other than this
     corporation,  any  Subsidiary,  any employee  benefit plan or trust of this
     corporation  or a  Subsidiary  or any  Person  who on April  1,  1989 was a
     director of this corporation) who or which on or after April 1, 1989:


          (a) is the beneficial owner,  directly or indirectly,  of more than 5%
          of the combined voting power of the then outstanding  Voting Stock, or
          is an Affiliate or Associate of such Person; or


          (b) acts with any other Person through or as a partnership (general or
          limited),  syndicate,  or other  group for the  purpose of  acquiring,
          holding or disposing of securities of this  corporation,  which entity
          or group is the Beneficial Owner, directly or indirectly, of 5% of the
          combined voting power of the outstanding Voting Stock; or


          (c) is an assignee of or has  otherwise  succeeded  to the  beneficial
          ownership  of any shares of Voting Stock which were at any time within
          the  two-year  period  immediately  prior  to  the  date  in  question
          beneficially   owned  by  an  Interested   Shareholder,   unless  such
          assignment  or  succession  shall have  occurred  pursuant to a Public
          Transaction  or  any  series  of   transactions   involving  a  Public
          Transaction.


          Any  reference  to an  Interested  Shareholder  involved in a Business
     Combination shall also refer to any Affiliates or Associates  thereof,  any
     predecessor thereto, and all members of any partnership, syndicate or group
     which  includes such  Interested  Shareholder.  For purposes of determining
     whether  a person is an  Interested  Shareholder,  the  number of shares of
     Voting Stock deemed to be  outstanding  shall  include  shares deemed owned
     through  application  of definition 5 above but shall not include any other
     shares of Voting  Stock  which may be issuable  pursuant to any  agreement,
     arrangement  or  understanding,  or upon  exercise  of  conversion  rights,
     warrants or options, or otherwise.


          11.  "Person" shall mean any  individual,  firm,  trust,  partnership,
     association, corporation or other entity.


          12. "Public Transaction" shall mean any (a) purchase of shares offered
     pursuant to an effective registration statement under the Securities Act of
     1933  or (b)  open-market  purchase  of  shares  on a  national  securities
     exchange or automated  quotation  system if, in either such case, the price
     and other terms of sale are not  negotiated by the purchaser and the seller
     of the beneficial interest in the shares.

<PAGE>

          13. "Subsidiary" shall mean any corporation of which a majority of any
     class  of  equity  security  is  owned,  directly  or  indirectly,  by this
     corporation; provided, however, that, for the purposes of the definition of
     Interested  Shareholder the term "Subsidiary" shall mean only a corporation
     of which a majority of each class of equity security is owned,  directly or
     indirectly, by this corporation.


          14.  "Voting Stock" shall mean stock of all classes and series of this
     corporation entitled to vote generally in the election of directors.


B.  TRANSACTIONS   REQUIRING  66-2/3%  AFFIRMATIVE  VOTE.  In  addition  to  any
affirmative  vote  required  by law,  by these  Articles  of  Incorporation,  or
otherwise,  and except as  otherwise  expressly  provided in paragraph C of this
Article EIGHTH none of the following  transactions  shall be consummated  unless
such  consummation  shall  have been  approved  by the  affirmative  vote of the
holders of at least 66-2/3% of the combined voting power of the then outstanding
shares of Voting Stock voting together as a single class.  Such affirmative vote
shall be required notwithstanding the fact that no vote may be required, or that
a lesser percentage may be specified, by law, in these Articles of Incorporation
or otherwise.


          1. Any merger or  consolidation  of this corporation or any Subsidiary
     with (a) an Interested Shareholder or (b) any other corporation (whether or
     not itself an  Interested  Shareholder)  which is, or after such  merger or
     consolidation  would be,  an  Interested  Shareholder  or an  Affiliate  or
     Associate of an Interested Shareholder.


          2. Any sale, lease,  exchange,  mortgage,  pledge, grant of a security
     interest,  transfer or other disposition (in one transaction or a series of
     transactions)  directly  or  indirectly,  to  or  with  (a)  an  Interested
     Shareholder  or (b) any other person  (whether or not itself an  Interested
     Shareholder)  which is, or after such transaction would be, an Affiliate or
     Associate  of an  Interested  Shareholder  of  any of the  assets  of  this
     corporation  (including,  without  limitation,  any voting  securities of a
     Subsidiary) or any Subsidiary  having an aggregate Fair Market Value of one
     million dollars or more.


          3. The issuance or transfer by this  corporation or any Subsidiary (in
     one  transaction  or a series of  transactions)  of any  securities of this
     corporation or any Subsidiary, or both, to (a) an Interested Shareholder or
     (b) any other  person  (whether  or not itself an  Interested  Shareholder)
     which is, or after such  issuance or  transfer  would be, an  Affiliate  or
     Associate of an Interested Shareholder,  except as part of a stock split or
     dividend in which all shareholders of such class are treated equally, or on
     the  conversion  or  exchange  of  securities  of  this  corporation  or  a
     Subsidiary  acquired  by  the  Interested  Shareholders  in  a  transaction
     approved as herein provided.


          4. Any  reclassification  of securities  (including  any reverse stock
     split),  or  recapitalization  of  this  corporation,   or  any  merger  or
     consolidation of this corporation with any of its Subsidiaries or any other
     transaction  (whether  or not  with  or  into  or  otherwise  involving  an
     Interested  Shareholder) which has the effect,  directly or indirectly,  of
     increasing the proportionate  share of the outstanding  shares of any class
     of equity or convertible  securities of this  corporation or any Subsidiary
     directly or indirectly  beneficially owned by (a) an Interested Shareholder
     or (b) any other person  (whether or not itself an Interested  Shareholder)
     which  is,  or after  such  reclassification,  recapitalization,  merger or
     consolidation or other  transaction  would be, an Affiliate or Associate of
     an Interested Shareholder; or as a result of which the shareholders of this
     corporation  would cease to be shareholders  of a corporation  incorporated
     under the laws of the State of California  having,  as part of its articles
     of incorporation, provisions to the same effect as this Article EIGHTH.


C.  EXCEPTIONS TO 66-2/3%  AFFIRMATIVE  VOTE  REQUIREMENT.  The  requirements of
paragraph B of this Article  EIGHTH shall not be  applicable  to any  particular
Business  Combination,  and such  Business  Combination  shall require only such
affirmative vote as is required by law, by any other provision of these Articles
of  Incorporation  or  otherwise,  if the Business  Combination  shall have been
Approved by a Majority of the  Continuing  Directors,  or if a state  regulatory
authority  having  jurisdiction  under the  circumstances  shall have determined
specifically,  and not by implication,  that the Business Combination is fair to
the holders of the Voting Stock,  or if all of the following  conditions  (other
than those which are, by their terms, inapplicable) shall have been met.

<PAGE>

          1. The transaction constituting the Business Combination shall provide
     for a consideration per share to be received by all holders of Common Stock
     in exchange  for all of their  shares of Common  Stock,  and the  aggregate
     amount of cash and the Fair Market Value as of the date of the consummation
     of the  Business  Combination  of any  consideration  other than cash to be
     received per share by holders of Common Stock in such Business  Combination
     shall be at least equal to the highest of the following:


          (a) The  Fair  Market  Value  per  share of  Common  Stock on the last
          trading day before the Announcement Date.


          (b) The average of the Fair Market  Values of a share of Common  Stock
          over each trading day in the 90 calendar days immediately prior to the
          Announcement Date.


          (c) If the  Announcement  Date of such Business  Combination is within
          five years of the  Determination  Date in  respect  of the  Interested
          Shareholder  involved  in  such  Business  Combination,   the  highest
          per-share price (including any brokerage  commissions,  transfer taxes
          and soliciting  dealers' fees) paid by such Interested  Shareholder to
          acquire  any  shares  of  Common  Stock  which are or were at any time
          within such five year  period  Beneficially  Owned by such  Interested
          Shareholder  and were acquired by it at any time within such five year
          period. The price determination in accordance with this subparagraph 1
          and the following subparagraph 2 of this paragraph shall be subject to
          appropriate  adjustment  in the event of any  recapitalization,  stock
          dividend, stock split, combination of shares or similar event.


          2. If the  transaction  constituting  the Business  Combination  shall
     provide  for a  consideration  to be  received  by  holders of any class or
     series of outstanding  Voting Stock other than Common Stock,  the aggregate
     amount  of the  cash  and  the  Fair  Market  Value  as of the  date of the
     consummation of the Business  Combination of consideration  other than cash
     to be received  per share by holders of shares of each such class or series
     of Voting  Stock  shall be  determined  in the same  manner as  provided in
     subparagraph 1 above.


          3. The  consideration  to be received by holders of a particular class
     or series of outstanding  Voting Stock (including Common Stock) shall be in
     cash  or in  the  same  form  as was  previously  paid  by  the  Interested
     Shareholder  involved  in such  Business  Combination  in order to  acquire
     shares of such class or series of Voting Stock which are beneficially owned
     by an Interested Shareholder and, if an Interested Shareholder beneficially
     owns shares of any class or series of Voting Stock which were acquired with
     varying forms of consideration, the form of consideration for such class or
     series of Voting Stock shall be either cash or the form used to acquire the
     largest  number  of  shares  of  such  class  or  series  of  Voting  Stock
     beneficially owned by it.


          4. After such Interested  Shareholder has become such and prior to the
     consummation of such Business Combination:


          (a) Except as  Approved  by a Majority  of the  Continuing  Directors,
          there  shall have been no failure  to declare  and pay at the  regular
          dates  therefor  the full  amount  of any  dividends  (whether  or not
          cumulative)  payable  on any  outstanding  class  of  stock  having  a
          preference over the Common Stock as to dividends.


          (b) There  shall  have been (i) no  reduction  in the  annual  rate of
          dividends paid on the Common Stock (except as necessary to reflect any
          subdivision  of the Common Stock) other than as Approved by a Majority
          of the  Continuing  Directors and (ii) an increase in such annual rate
          of dividends  as necessary to prevent any such  reduction in the event
          of  any  reclassification   (including  any  reverse  stock  split  or
          combination  of  shares),  recapitalization,   reorganization  or  any
          similar  transaction  which has the effect of  reducing  the number of
          outstanding  shares of the  Common  Stock,  unless  the  failure so to
          increase such annual rate is Approved by a Majority of the  Continuing
          Directors.


          5. After the Determination Date such Interested  Shareholder shall not
     have received the benefit,  directly or indirectly (except  proportionately
     as a shareholder),  of any loans,  advances,  guarantees, 

<PAGE>

     pledges  or other  financial  assistance  or any tax  credits  or other tax
     advantages  provided by this corporation,  whether in anticipation of or in
     connection with such Business Combination or otherwise.


          6. A proxy or information  statement  describing the proposed Business
     Combination and complying with the requirements of the Securities  Exchange
     Act of 1934, as amended,  and the rules and regulations  thereunder (or any
     subsequent  provisions  replacing such Act, rules or regulations) shall, at
     this  corporation's   expense,  be  mailed  to  the  shareholders  of  this
     corporation,  no later than the earlier of (a) 30 days prior to any vote on
     the  proposed  Business  Combination  or (b) if no vote  on  such  Business
     Combination is required, 60 days prior to the consummation of such Business
     Combination (whether or not such proxy or information statement is required
     to be mailed  pursuant to such Act or  subsequent  provisions).  Such proxy
     statement  shall contain at the front thereof,  in a prominent  place,  any
     recommendations as to the advisability (or  inadvisability) of the Business
     Combination  which  have been  Approved  by a  Majority  of the  Continuing
     Directors  and  furnished  in  writing,  and  an  opinion  of  a  reputable
     investment  banking  firm as to the  fairness  (or lack of fairness) of the
     terms of such Business  Combination,  from the point of view of the holders
     of Voting Stock other than an Interested  Shareholder  if such  requirement
     has been Approved by a Majority of Continuing  Directors,  (such investment
     banking firm to be Approved by a Majority of the Continuing  Directors,  to
     be furnished with all  information it reasonably  requests and to be paid a
     reasonable  fee for its services upon receipt by this  corporation  of such
     opinion).


D. APPROVAL BY A MAJORITY OF THE CONTINUING DIRECTORS.


The power and duty to determine for the purposes of this Article EIGHTH,  on the
basis of information known to them after reasonable inquiry, all facts necessary
to determine compliance with this Article EIGHTH, including, without limitation,
(1) whether a Person is an Interested  Shareholder,  (2) the number of shares of
Voting  Stock  beneficially  owned by any  Person,  (3)  whether  a Person is an
Affiliate or Associate of another,  (4) whether the  requirements of paragraph C
of this Article  EIGHTH have been met and (5) such other matters with respect to
which a  determination  is required under this Article EIGHTH shall be exercised
in a manner  Approved  by a Majority  of  Continuing  Directors.  The good faith
determination  with  respect to such  Approval by a Majority  of the  Continuing
Directors on such matters  shall be  conclusive  and binding for all purposes of
this Article EIGHTH.


E. NO  EFFECT ON  FIDUCIARY  OBLIGATIONS  OF  INTERESTED  SHAREHOLDERS.  Nothing
contained  in this Article  EIGHTH  shall be construed to relieve an  Interested
Shareholder     of    any     fiduciary     obligation     imposed    by    law.


F.  AMENDMENT,  REPEAL,  ETC.  Notwithstanding  any  other  provisions  of these
Articles of Incorporation or the Bylaws of this corporation or the fact
that  a  lesser   percentage   may  be  specified  by  law,  these  Articles  of
Incorporation  or the Bylaws of this  corporation,  the affirmative  vote of the
holders of at least 66-2/3% of the combined voting power of the then outstanding
Voting Stock,  voting  together as a single  class,  shall be required to amend,
alter, adopt any provision inconsistent with or repeal this Article EIGHTH."


          3. The foregoing  amendment of the Articles of Incorporation  has been
     duly approved by the Board of Directors.


          4. The foregoing  amendment of the Articles of Incorporation  has been
     duly approved by the required vote of the  shareholders  in accordance with
     Section 902 of the California General  Corporation Law. The total number of
     outstanding shares of the corporation  entitled to vote with respect to the
     foregoing  amendment is 1,080,720.  The number of shares voting in favor of
     the  amendment  equaled or exceeded the vote  required,  such required vote
     being a 66-2/3% vote of the outstanding shares.


By: /s/Richard M. Kahler                   By: /s/Randall D. Greenfield
    --------------------------                 ---------------------------
    Richard M. Kahler                         Randall D. Greenfield
    President                                 Secretary


<PAGE>




               We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this  Certificate are true and
correct of our own knowledge.


               Executed at San Leandro, California on June 9, 1998.

    /s/Richard M. Kahler                /s/Randall D. Greenfield
      ------------------------             ----------------------- 
       Richard M. Kahler                   Randall D. Greenfield
       President                           Secretary