<PAGE>

                                R E S T A T E D

                                  B Y L A W S

                                      OF

                        BIOMAGNETIC TECHNOLOGIES, INC.
                           a California Corporation

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                     Page
                                                                                     ----
<S>             <C>                                                                  <C>

ARTICLE I       MEETINGS OF SHAREHOLDERS...........................................    1
     Section 1.      ANNUAL MEETINGS...............................................    1
     Section 2.      SPECIAL MEETINGS..............................................    1
     Section 3.      NOTICE........................................................    1
     Section 4.      ADJOURNED MEETING AND NOTICE THEREOF..........................    2
     Section 5.      QUORUM........................................................    3
     Section 6.      CONSENT OF ABSENTEES..........................................    3
     Section 7.      ACTION WITHOUT MEETING........................................    3
     Section 8.      RECORD DATES..................................................    4
     Section 9.      PROXIES.......................................................    5
     Section 10.     VOTING; CUMULATIVE VOTING AND NOTICE THEREOF..................    5
     Section 11.     CHAIRMAN OF MEETING...........................................    6
     Section 12.     INSPECTORS OF ELECTION........................................    6

ARTICLE II      DIRECTORS..........................................................    7
     Section 1.      POWERS........................................................    7
     Section 2.      NUMBER........................................................    7
     Section 3.      ELECTION AND TERM OF OFFICE...................................    7
     Section 4.      ORGANIZATION MEETING..........................................    8
     Section 5.      REGULAR MEETINGS..............................................    8
     Section 6.      SPECIAL MEETINGS..............................................    8
     Section 7.      NOTICE OF MEETINGS............................................    8
     Section 8.      PARTICIPATION BY TELEPHONE....................................    8
     Section 9.      QUORUM........................................................    8
     Section 10.     VOTING........................................................    9
     Section 11.     ACTION WITHOUT MEETING........................................    9
     Section 12.     VALIDATION OF MEETING.........................................    9
     Section 13.     RESIGNATION...................................................    9
     Section 14.     VACANCIES.....................................................    9
     Section 15.     ADJOURNMENT...................................................   10
     Section 16.     VISITORS......................................................   10
     Section 17.     FEES AND COMPENSATION.........................................   10
     Section 18.     COMMITTEES....................................................   10
     Section 19.     MEETINGS AND ACTION OF COMMITTEES.............................   11

ARTICLE III     OFFICERS...........................................................   11
     Section 1.      OFFICERS......................................................   11
     Section 2.      ELECTION......................................................   11
     Section 3.      SUBORDINATE OFFICERS..........................................   12
     Section 4.      REMOVAL AND RESIGNATION.......................................   12
     Section 5.      VACANCIES.....................................................   12
     Section 6.      CHAIRMAN OF THE BOARD.........................................   12
     Section 7.      PRESIDENT.....................................................   12
     Section 8.      VICE PRESIDENT................................................   13
     Section 9.      SECRETARY.....................................................   13
     Section 10.     CHIEF FINANCIAL OFFICER.......................................   13

                                      -i-

<PAGE>

ARTICLE IV      MISCELLANEOUS......................................................   14
     Section 1.      LOANS TO OR GUARANTIES FOR THE BENEFIT OF OFFICERS OR
                     DIRECTORS; LOANS UPON THE SECURITY OF SHARES OF THE
                     CORPORATION...................................................   14
     Section 2.      RECORD DATE AND CLOSING STOCK BOOKS...........................   15
     Section 3.      INSPECTION OF CORPORATE RECORDS...............................   15
     Section 4.      EXECUTION OF CONTRACTS........................................   15
     Section 5.      SHARE CERTIFICATES............................................   16
     Section 6.      REPRESENTATION OF SECURITIES OF OTHERS........................   17
     Section 7.      INSPECTION OF BYLAWS..........................................   17
     Section 8.      EMPLOYEE STOCK PURCHASE AND OPTION PLANS......................   17
     Section 9.      CONSTRUCTION AND DEFINITIONS..................................   17
     Section 10.     INDEMNIFICATION OF CORPORATE AGENTS...........................   17
     Section 11.     FINANCIAL STATEMENTS..........................................   18
     Section 12.     CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS......................   18

ARTICLE V       AMENDMENTS TO BYLAWS...............................................   19
     Section 1.      POWER OF SHAREHOLDERS.........................................   19
     Section 2.      EFFECTIVE DATE................................................   19
</TABLE>
                                      -ii-

<PAGE>

                                 B Y L A W S

Bylaws for the regulation, except as otherwise provided by statute or its 
Articles of Incorporation ("Articles"), of

                        BIOMAGNETIC TECHNOLOGIES, INC.
                          (a California Corporation)

                                 ARTICLE I
                           MEETINGS OF SHAREHOLDERS

Section 1.  ANNUAL MEETINGS.  The annual meeting of shareholders shall be held 
between 60 and 180 days following the end of the fiscal year of the 
corporation and at such precise date and time and at such place as fixed by 
the resolution of the Board of Directors ("Board"). At such meeting, 
directors shall be elected, reports of the affairs of the corporation shall 
be considered, and any other business may be transacted which is within the 
powers of the shareholders.

Section 2. SPECIAL MEETINGS.  Special meetings of the shareholders, for any 
purpose or purposes whatsoever, may be called at any time by the Board, the 
Chairman of the Board, the President, or by the holders of shares entitled to 
cast not less than 10% of the votes at the meeting or by such other persons 
as may be provided in the Articles or in these Bylaws.

Section 3.  NOTICE.  Written notice of each meeting shall be given to each 
shareholder entitled to vote, either personally or by mail or other means of 
written communication, charges prepaid, addressed to such shareholder at his 
address appearing on the books of the corporation or given by him to the 
Corporation for the purpose of notice. If no such address appears or is 
given, notice shall be deemed to have been given to him if sent by mail or 
other means of written communication addressed to the place where the 
principal executive office of the corporation is situated, or by publication 
of notice at least once in some newspaper of general circulation in the 
county in which said office is located. All such notices shall be sent to 
each shareholder entitled thereto not les than 10 nor more than 60 days before 
such meeting. Such notice shall specify the place, the date and the hour of 
such meeting.

     In the case of a special meeting, the notice shall state the general 
nature of business to be transacted and no other business shall be transacted 
at such meeting.

     In the case of a special meeting called by holders of shares pursuant to 
Section 2, the holder or holders shall make a written request to the Chairman 
of the Board, President, or Vice President. The written request shall state a 
time for the meeting not less than 10 nor more than 60 days after receipt of

<PAGE>

the request. The officer receiving the request shall forthwith cause notice to 
be given to each shareholder of the corporation. The notice shall state the 
date, time and a place of, and the general nature of the business to be 
transacted at, such meeting.

     In the case of an annual meeting, the notice shall state those matters 
which the Board, at the time of the mailing of the notice, intends to present 
for action by the shareholders. However, any proper matter may be present at 
the meeting for action but action on the following matters shall be valid only 
if the general nature of the proposal so approved was stated in the notice of 
the meeting or in a written notice, unless the matter was unanimously 
approved by those entitled to vote:

     (a)  the approval of a contract or other transaction between the 
corporation and one or more of its directors or with any corporation, firm or 
association in which one or more of its directors has material financial 
interest; 

     (b)  an amendment to the Articles;

     (c)  a reorganization (as defined in Section 181 of the General 
          Corporation Law) required to be approved by Section 1201 of the
          General Corporation Law;

     (d)  the voluntary winding up and dissolution of the corporation; or

     (e)  a plan of distribution under Section 2007 of the General Corporation
          Law in respect of a corporation in the process of winding up.

     The notice of any meeting at which directors are to be elected shall 
include the names of the nominees intended at the time of the notice to be 
presented by management for election.

     The notice shall state such other matters, if any, as may be expressly 
required by statute.

Section 4.  ADJOURNED MEETING AND NOTICE THEREOF.  When a shareholders' 
meeting is adjourned to another time or place, notice need not be given of 
the adjourned meeting if the time and place thereof are announced at the 
meeting at which the adjournment is taken. At the adjourned meeting, the 
corporation may transact any business which might have been transacted at the 
original meeting. If the adjournment is for more than 45 days or if after the 
adjournment a new record date is fixed for the adjourned meeting, a notice of 
the adjourned meeting shall be given to each shareholder of record entitled 
to vote at the meeting.

                                      -2-

<PAGE>

Section 5.  QUORUM.  Unless otherwise provided in the Articles, the presence 
in person or by proxy of the persons entitled to vote a majority of the 
voting shares at any meeting shall constitute a quorum for the transaction of 
business. The shareholders present at a duly called or held meeting at which 
a quorum is present may continue to transact business until adjournment 
notwithstanding the withdrawal of enough shareholders to leave less than a 
quorum, if any action taken (other than adjournment) is approved by at least 
a majority of the shares required to constitute a quorum. In the absence of a 
quorum, any meeting of shareholders may be adjourned from time to time by the 
vote of a majority of the shares represented either in person or by proxy, 
but no other business may be transacted, except as provided above.

Section 6.  CONSENT OF ABSENTEES.  The transactions of any meeting of 
shareholders, however called and noticed and wherever held are as valid as 
though had at a meeting duly held after regular call and notice, if a quorum 
is present either in person or by proxy, and if, either before or after the 
meeting, each of the persons entitled to vote, not present in person or by 
proxy, signs a written waiver of notice, or a consent to the holding of the 
meeting, or an approval of the minutes thereof. All such waivers, consents 
and approvals shall be filed with the corporate records or made a part of the 
minutes of the meeting.

Section 7.  ACTION WITHOUT MEETING.  Unless otherwise provided in the 
Articles, any action which may be taken at any annual or special meeting of 
shareholders may be taken without a meeting and without prior notice, if a 
consent in writing, setting forth the action so taken, shall be signed by the 
holders of outstanding shares having not less than the minimum number of votes 
that would be necessary to authorize or take such action at a meeting at which 
all shares entitled to vote thereon were present and voted; provided, 
however, that:

     (a)  unless the consents of all shareholders entitled to vote have been 
          solicited in writing, notice of any shareholder approval:

          (1)  of a contract of other transaction between the corporation and 
               one or more of its directors or with any corporation, firm or 
               association in which one or more of its directors has a 
               material financial interest;

          (2)  of an indemnity pursuant to Section 317 of the General 
               Corporation Law;


                                      -3-
<PAGE>

          (3)  of a reorganization (as defined in Section 181 of the General
               Corporation Law) required to be approved by Section 1201 of the
               General Corporation Law; or

          (4)  of a plan of distribution under Section 2007 of the General
               Corporation Law in respect of a corporation in the process of
               winding up, which approval was obtained without a meeting by 
               less than unanimous written consent, shall be given at least
               10 days before the consummation of the action authorized by
               such approval; and

     (b)  prompt notice shall be given of the taking of any other corporate
          action approved by shareholders without a meeting by less than 
          unanimous written consent, to those shareholders entitled to vote
          who have not consented in writing. Notice of such approval shall be
          given in the same manner as required by Article I, Section 3 of 
          these Bylaws.

     Any shareholder giving a written consent, or the shareholder's 
proxyholder or proxyholders, or a transferee of the shares, or a personal 
representative of the shareholder, or their respective proxyholder or 
proxyholders, may revoke the consent by a writing received by the corporation 
prior to the time that written consents of the number of shares required to 
authorize the proposed action have been filed with the Secretary of the 
corporation, but may not do so thereafter. Such revocation is effective upon 
its receipt by the Secretary of the corporation.

     Notwithstanding the above provisions, directors may not be elected by 
written consent except by unanimous written consent of all shares entitled to 
vote for the election of directors.

Section 8.  RECORD DATES. For purposes of determining the shareholders 
entitled to notice of any meeting or to vote or entitled to exercise any 
other rights, the Board may fix, in advance, a record date, which shall not 
be more than 60 nor less than 10 days prior to the date of such meeting nor 
more than 60 days prior to any other action. If no record date is fixed by 
the Board:

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



                                       -4-

<PAGE>

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

     (c)  the record date for determining shareholders for any other purpose
          shall be at the close of business on the day on which the Board
          adopts the resolution relating thereto, or the 60th day prior to 
          the date of such other action, whichever is later. A determination
          of shareholders of record entitled to notice of or to vote at a
          meeting of shareholders shall apply to any adjournment of the
          meeting unless the Board fixes a new record date for the adjourned
          meeting, but the Board shall fix a new record date if the meeting
          is adjourned for more than 45 days.

Section 9.  PROXIES. Every person entitled to vote shares may authorize 
another person or persons to act by proxy with respect to such shares. No 
proxy shall be valid after the expiration of 11 months from the date thereof 
unless otherwise provided in the proxy. Every proxy continues in full force 
and effect until revoked as specified in Section 705(b) of the General 
Corporation Law or unless it states that it is irrevocable. A proxy which 
states that it is irrevocable is irrevocable for the period specified therein 
when it is held by a person specified in Section 705(e) of the General 
Corporation Law.

Section 10.  VOTING; CUMULATIVE VOTING AND NOTICE THEREOF. Votes on any 
matter may be VIVA VOCE but shall be by ballot upon demand made by a 
shareholder at any election and before the voting begins. No shareholder 
shall be entitled to cumulate votes for election of directors (i.e., cast for 
any candidate for election as director a number of votes greater than the 
number of votes which such shareholder is entitled to cast in votes on 
matters other than the election of directors) unless such candidate or 
candidates' names have been placed in nomination prior to the voting and the 
shareholder has given notice at the meeting prior to the voting of the 
shareholder's intention to cumulate the shareholder's votes. If any one 
shareholder has given such notice, all shareholders may cumulate their votes 
for candidates in nomination. If cumulative voting is proper, every 
shareholder entitled to vote at any election of directors may cumulate such 
shareholder's votes and give one candidate a number of votes equal to the 
number of directors to be elected multiplied by the number of votes to which 
the shareholder's shares are normally entitled, or distribute the 
shareholder's votes on the same principle among as many candidates as the 
shareholder thinks fit. In any election of directors, the candidates 
receiving the highest number of votes of the shares

                                       -5-

<PAGE>

entitled to be voted for them up to the number of directors to be elected by 
such shares are elected.

     Except for election of directors, provided above, votes on other 
substantive and procedural matters shall be taken on the basis of one vote 
for each shares represented at the meeting.

     Fractional shares shall not be entitled to any voting rights.

Section 11.  CHAIRMAN OF MEETING. The Board may select any person to preside 
as Chairman of any meeting of shareholders, and if such person shall be 
absent from the meeting, or fail or be unable to preside, the Board may name 
any other person in substitution therefor as Chairman. In the absence of an 
express selection by the Board of a Chairman or substitute therefor, the 
Chairman of the Board shall preside as Chairman. If the Chairman of the Board 
shall be absent, fail or be unable to preside, the President shall preside. 
If the President shall be absent, fail or be unable to preside the Vice 
President or Vice Presidents in order of their rank as fixed by the Board, 
the Secretary, or the Chief Financial Officer, shall preside as Chairman, in 
that order. The Chairman of the meeting shall designate a secretary for such 
meeting, who shall take and keep or cause to be taken and kept minutes of the 
proceedings thereof.

     The conduct of all shareholders' meetings shall at all times be within 
the discretion of the Chairman of the meeting and shall be conducted under 
such rules as he may prescribe. The Chairman shall have the right and power 
to adjourn any meeting at any time, without a vote of the shares present in 
person or represented by proxy, if the Chairman shall determine such action 
to be in the best interests of the corporation and its shareholders.

Section 12.  INSPECTORS OF ELECTION. In advance of any meeting of 
shareholders, the Board may appoint any persons other than nominees for 
office as inspectors of election to act at the meeting and any adjournment 
thereof. If inspectors of election are not so appointed, or if any such 
persons fail to appear or refuse to act, the Chairman of any such meeting may,
and on the request of any shareholder or his proxy shall, make such 
appointment at the meeting. The number of inspectors shall be either one or 
three. If appointed at a meeting on the request of one or more shareholders 
or proxies, the majority of shares present in person or by proxy shall 
determine whether one or three inspectors are to be appointed.

     The inspectors of election shall determine the number of shares 
outstanding and the voting power of each, the shares represented at the 
meeting, the existence of a quorum, the



                                       -6-
<PAGE>

authenticity, validity and effect of proxies, receive votes, ballots or 
consents, here and determine all challenges and questions in any way arising 
in connection with the right to vote, count and tabulate all votes or 
consents, determine when the polls shall close, determine the result and do 
such acts as may be proper to conduct the election or vote with fairness to 
all shareholders.

     If there are three inspectors of election, the decision, act or 
certificate of a majority is effective in all respects as the decision, act 
or certificate of all.

                               ARTICLE II
                                DIRECTORS

Section 1.  POWERS. Subject to any limitations in the Articles or these 
Bylaws and to any provision of the General Corporation Law relating to action 
required to be approved by the shareholders or by the outstanding shares, the 
business and affairs of the corporation shall be managed and all corporate 
powers shall be exercised by or under the direction of the Board. The Board 
may delegate the management of the day-to-day operation of the business of 
the corporation to a management company or other person provided that the 
business and affairs of the corporation shall be managed and all corporate 
powers shall be exercised under ultimate direction of the Board.

Section 2. NUMBER. The authorized number of directors of the Corporation 
shall not be less than five (5) nor more than nine (9), the exact number of 
directors to be fixed from time to time within such limit by a duly adopted 
resolution of the Board of Directors or shareholders. The exact number of 
directors presently authorized shall be seven (7) until changed within the 
limits specified above by a duly adopted resolution of the Board of Directors 
or shareholders.

     A Bylaw specifying or changing the fixed number of directors or the 
maximum or minimum number of directors or changing from a fixed to a variable 
board or vice versa may only be adopted by the vote or the written consent of 
shareholders entitled to exercise a majority of the voting power of the 
Corporation; provided, however, that a Bylaw or amendment of the Articles 
reducing the number or the minimum number of directors to a number less than 
five (5) cannot be adopted if the votes cast against its adoption at a 
meeting or the shares not consenting in the case of action by written consent 
are equal to more than 16-2/3 percent of the shares entitled to vote.

Section 3.  ELECTION AND TERM OF OFFICE. The director shall be elected at 
each annual meeting of shareholders, and the directors may be elected at any 
special meeting of shareholders held for

                                       -7-

<PAGE>

that purpose. Each director, including a director elected to fill a vacancy, 
shall hold office until the expiration of the term for which elected or until 
a successor has been elected and qualified.

Section 4.  ORGANIZATION MEETING. Immediately following each annual meeting 
of shareholders the Board shall hold a regular meeting for the purpose of 
organization, election of officers, and the transaction of other business.

Section 5.  REGULAR MEETINGS. Regular meetings of the Board shall be held at 
such times and places within or without the state as may be designated by 
resolution of the Board. In the absence or designation of place, regular 
meetings shall be held at the principal office of the corporation. The Board 
shall hold at least four regular meetings during each fiscal year.

Section 6.  SPECIAL MEETINGS. Special meetings of the Board for any purpose 
or purposes may be called at any time by the Chairman of the Board, the 
President, or by any Vice President or the Secretary or any two directors. 
Special meetings of the Board may be held at such times and places within or 
without the state as may be designated in the notice of the meeting or which 
are designated by resolution of the Board.

Section 7.  NOTICE OF MEETINGS. When notice of a meeting of the Board is 
required, at lease four days notice by mail or 48 hours notice delivered 
personally or by telephone or telegraph shall be given to each director. Such 
notice need not specify the purpose of the meeting. Notice of a meeting need 
not be given to any director who signs a waiver of notice or consent to 
holding the meeting or any approval of the minutes thereof, whether before or 
after the meeting, or who attends the meeting without protesting, prior 
thereto or at its commencement, the lack of notice to such director. All such 
waivers, consents and approvals shall be filed with the corporate records or 
made a part of the minutes of the meetings.

Section 8. PARTICIPATION BY TELEPHONE. Members of the Board may participate 
in a meeting through use of conference telephone or similar communications 
equipment, so long as all members participating in such meeting can hear 
one another. Participation in a meeting pursuant to this Section constitutes 
presence in person at such meeting.

Section 9. QUORUM. A majority of the authorized number of directors 
constitutes a quorum of the Board for the transaction of business. A meeting 
at which a quorum is initially present may continue to transact business 
notwithstanding the withdrawal of directors, if any action taken is approved 
by at least a


                                       -8-

<PAGE>

majority of the required quorum for such meeting. A majority of the directors 
present, whether or not quorum is present, may adjourn any meeting to another 
time and place.

Section 10.  VOTING.  Every act or decision done or made by a majority of the 
directors present at a meeting duly held at which a quorum is present is the 
act of the Board, subject to Section 9 of this Article and to:

     (a)  the provisions of Section 310 of the General Corporation Law 
          regarding votes in respect of a contract or other transaction
          between the corporation and one or more of its directors or with
          any corporation, firm or association in which one or more of its
          directors has a material financial interest, and

     (b)  the provisions of Section 317 of the General Corporation Law
          regarding votes in respect of indemnification of agents of the 
          corporation who are members of the Board.

Section 11.  ACTION WITHOUT MEETING.  Any action required or permitted to be 
taken by the Board may be taken without a meeting if all members of the Board 
shall individually or collectively consent in writing to such action. Such 
written consent or consents shall be filed with the minutes of the 
proceedings of the Board. Such action by written consent shall have the same 
force and effect as a unanimous vote of such directors.

Section 12.  VALIDATION OF MEETING.  The transactions of any meeting of the 
Board, however called and noticed or wherever held, shall be as valid as 
though had at a meeting duly held after regular call and notice if a quorum 
is present and if, either before or after the meeting, each of the directors 
not present signs a written waiver of notice, a consent to holding the 
meeting or an approval of the minutes thereof. All such waivers, consents and 
approvals shall be filed with the corporate records or made a part of 
the minutes of the meeting.

Section 13.  RESIGNATION.  Any director may resign effective upon giving 
written notice to the Chairman of he Board, the President, the Secretary of 
the Board of the corporation, unless the notice specifies a later time for 
the effectiveness of such resignation. If the resignation is effective at a 
future time, a successor may be elected to take office when the resignation 
becomes effective.

Section 14.  VACANCIES.  Except for a vacancy created by the removal of a 
director, vacancies on the Board may be filled by a majority of the directors 
then in office, whether or not less than a quorum, or by a sole remaining 
director, vacancies occurring in the Board by reason of the removal of 
directors may

                                     -9-

<PAGE>

be filled only by approval of the shareholders. The shareholders may elect a 
director at any time to fill any vacancy not filled by the directors. Any 
such election by written consent other than to fill a vacancy created by 
removal requires the consent of a majority of the outstanding shares entitled 
to vote.

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

Section 15. ADJOURNMENT. A majority of the directors present, whether or not 
a quorum is present, may adjourn any meeting to another time and place. If 
the meeting is adjourned for more than 24 hours, notice of any adjournment to 
another time or place shall be given prior to the time of the adjourned 
meeting to the directors who were not present at the time of the adjournment. 
Such notice need not comply with the time in which notice must be given prior 
to a meeting as required by Section 7 of Article II of the Bylaws, but should 
be given as far in advance as is reasonably practicable under all the 
circumstances existing at the time of adjournment.

Section 16. VISITORS. No person other than a director may attend any meeting 
of the Board without the consent of a majority of the Directors present; 
provided, however, that a representative of legal counsel for the corporation 
and a representative of the independent certified public accountant for the 
corporation may attend any such meeting upon the invitation of any director.

Section 17. FEES AND COMPENSATION. Directors and members of committees may 
receive such compensation for their services and such reimbursement for 
expenses as may be fixed or determined by resolution of the Board.

Section 18. COMMITTEES. The Board may, by resolution adopted by a majority of 
the authorized number of directors, designate one or more committees, each 
consisting of two or more directors, to serve at the pleasure of the Board. 
The Board may designate one or more directors as alternate members of any 
committee, who may replace any absent member at any meeting of the committee. 
Any such committee, to the extent provided in the resolution of the Board or 
in the Bylaws, shall have all the authority of the Board, except with respect 
to:

     (a)  the approval of any action for which the General Corporation Law 
          also requires shareholders' approval or approval of the outstanding 
          shares;

     (b)  the filling of vacancies on the Board or in any committee;

                                     -10-

<PAGE>

     (c)  the fixing of compensation of the directors for serving on the 
          Board or on any committee;

     (d)  the amendment or repeal of Bylaws or the adoption of new Bylaws;

     (e)  the amendment or repeal of any resolution of the Board which by its 
          express terms is not so amendable or repealable;

     (f)  a distribution to the shareholders of the corporation (as defined 
          in Section 166 of the General Corporation Law), except at a rate or 
          in the periodic amount or within a price range determined by the 
          Board; and

     (g)  the appointment of other committees of the Board or the members 
          thereof.

Section 19. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of 
committees shall be governed by, and held and taken in accordance with, the 
provisions of this Article, Section 5 (Regular Meetings), 6 (Special 
Meetings), 7 (Notice of Meetings), 8 (Participation by Telephone), 9 
(Quorum), 10 (Voting), 11 (Action Without Meeting), and 15 (Adjournment), 
with such changes in the context  of those Bylaws as are necessary to 
substitute the committee and its members for the Board and its members, 
except that the time of regular meetings of committees, special meetings of 
committees may also be called by resolutions of the Board and notice of 
special meetings of committees shall also be given to all alternate members, 
who shall have the right to attend all meetings of the committee. The Board 
may adopt rules for the government of any committee not inconsistent with the 
provisions of these Bylaws.

                                    ARTICLE III
                                      OFFICERS

Section 1. OFFICERS. The officers of the corporation shall be a Chairman of 
the Board or a President, or both, a Secretary and a Chief Financial Officer. 
The corporation may also have, at the discretion of the Board, one or more 
Vice Presidents, one or more Assistant Secretaries and Assistant Financial 
Officers, and such other officers as may be appointed in accordance with the 
provision of Section 3 of this Article. One person may hold two or more 
offices.

Section 2. ELECTION. The officers of the corporation, except such officers as 
may be appointed in accordance with the provisions of Section 3 or Section 5 
of this Article, shall be

                                     -11-

<PAGE>

chosen annually by the Board, and each shall hold office until resignation or 
removal or other disqualification to serve, or the election of a successor.

Section 3. SUBORDINATE OFFICERS. The Board may appoint, and may empower the 
Chairman of the Board or President to appoint, such other officers as the 
business of the corporation may require, each of whom shall hold office for 
such period, have such authority and perform such duties as are provided in 
the Bylaws or as the Board may from time to time determine.

Section 4. REMOVAL AND RESIGNATION. Any officer may be removed, either with or 
without cause, by action of the Board duly taken, or, except in case of an 
officer chosen by the Board, by any officer upon whom such power of removal 
may be conferred by the Board.

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

Section 5. VACANCIES. A vacancy in any office shall be filled in the manner 
prescribed in the bylaws for regular appointments to such office.

Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall be 
such an officer, shall, if present, preside at all meetings of the Board, 
cause minutes thereof to be taken, and exercise and perform such other powers 
and duties as may be from time to time assigned to him by the Board or 
prescribed by the Bylaws. In the event the corporation shall not have an 
elected President, the Chairman of the Board shall also have the authority and 
perform the duties as provided for the President in the following Section of 
this Article.

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be 
given by the Board to the Chairman of the Board, if there is such an officer, 
the President shall be the Chief Executive Officer of the corporation and 
shall, subject to the control of the Board, have general supervision, 
direction and control of the business and officers of the corporation. In the 
absence of the Chairman of the Board, or if there is none, the President shall 
preside at all meetings of the Board. He shall be ex officio a member of all 
the standing committees, including the Executive Committee, if any, and shall 
have the general powers and duties of management usually vested in the office 
of President of a corporation, and shall have such other powers and duties as 
may be prescribed by the Board or the Bylaws.

                                     -12-


<PAGE>

Section 8.  VICE PRESIDENT.  In the absence or disability of the President, 
the Vice Presidents in order of their rank as fixed by the Board or, if not 
ranked, the Vice President designated by the Board, shall perform all the 
duties of the President, or, if there be none, the Chairman of the Board, and 
when so acting shall have all the powers of, and be subject to all the 
restrictions upon, the President or Chairman of the Board. The Vice 
Presidents shall have such other powers and perform such other duties as from 
time to time may be prescribed for each of them by the Board or the Bylaws.

Section 9.  SECRETARY.  The Secretary shall keep or cause to be kept at the 
principal executive office a book of minutes of all meetings and consents to 
action without a meeting of directors, committees and shareholders, with the 
time and place of holding, whether regular or special, and, if special, how 
authorized, the notice thereof given, the names of those present at 
directors' and committee meetings, the number of shares present or represented 
at shareholder's meetings, and the proceedings thereof.

     The Secretary shall keep, or cause to be kept, at the principal 
executive office or at the office of the corporation's transfer agent or 
registrar, a record of its shareholders showing the names of the shareholders 
and their addresses, the number and classes of shares held by each, the 
number and date of certificates issued for the same, and the number and date 
of cancellation of every certificate surrendered for cancellation.

    The Secretary shall give, or cause to be given, notice of all the 
meetings of the shareholders and of the Board required by the Bylaws or by 
law to be given.

     The Secretary shall keep the seal of the corporation in safe custody, 
and shall have such other powers and perform such other duties as may be 
prescribed by the Board or by the Bylaws.

Section 10.  CHIEF FINANCIAL OFFICER.  The Chief Financial Officer shall keep 
and maintain, or cause to be kept and maintained, adequate and correct 
accounts of the properties and business transactions of the corporation, 
including changes in financial position, accounts of its assets, liabilities, 
receipts, disbursements, gains, losses, capital, surplus and shares. Any 
surplus shall be classified according to source and shown in a separate 
account.

     The Chief Financial Officer shall deposit all monies and other valuables 
in the name and to the credit of the corporation with such depositaries as may 
be designated by the Board. He shall disburse the funds of the corporation as 
may be ordered by

                                      -13-

<PAGE>

the Board or by any officer having authority therefor, shall render to the 
President and directors, whenever they request it, an account of all of his 
transactions and of the financial condition of the corporation, and shall have 
such other powers and perform such other duties as may be prescribed by the 
Board or the Bylaws.

                                  ARTICLE IV
                                 MISCELLANEOUS

Section 1.  LOANS TO OR GUARANTIES FOR THE BENEFIT OF OFFICERS OR DIRECTORS; 
LOANS UPON THE SECURITY OF SHARES OF THE CORPORATION.

     (a)  Except as expressly provided in subsection (b) hereof, the 
          corporation shall not make any loan of money or property to our
          guarantee the obligation of:

          (1)  any director or officer of the corporation or of its parent
               or any subsidiary, or

          (2)  any person upon the security of shares of the corporation or of
               its parent, unless the loan or guaranty is otherwise adequately
               secured, except by the vote of the holders of a majority of 
               the shares of all classes, regardless of limitations or 
               restrictions on voting rights, other than shares held by the
               benefited director, officer or shareholder.

     (b)  the corporation may lend money to, or guarantee any obligation of 
          or otherwise assist any office or other employee of the corporation 
          or of any subsidiary, including any officer or employee who is also 
          a director, pursuant to an employee benefit plan (including, 
          without limitation, any stock purchase or stock option plan) 
          available to executives or other employees, whenever the Board 
          determines that such loan or guaranty may reasonably be expected to 
          benefit the corporation. If such plan includes officers or 
          directors, it shall be approved by the shareholders after 
          disclosure of the right under such plan to include officers or 
          directors thereunder. Such loan or guaranty or other assistance may 
          be with or without interest and may be unsecured or secured in such 
          manner as the Board shall approve, including, without limitation, a 
          pledge of shares of the corporation. The corporation may advance 
          money to a director or officer of the corporation or of its parent 
          or any subsidiary for expenses reasonably anticipated to be 
          incurred in the performance of the duties of such director or 
          officer, provided that in the absence of such advance

                                      -14-

<PAGE>

          such director or officer would be entitled to be reimbursed for such 
          expenses by such corporation, its parent or any subsidiary.

Section 2.  RECORD DATE AND CLOSING STOCK BOOKS.  When a record date is 
fixed, only shareholders of record on that date are entitled to notice of and 
to vote at the meeting or to receive a dividend, distribution, or allotment 
of rights, or to exercise the rights, as the case may be, notwithstanding any 
transfer of any shares on the books of the corporation after the record date.

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

Section 3.  INSPECTION OF CORPORATE RECORDS.  The record of shareholders, the 
accounting books and records of the corporation, and minutes of proceedings 
of the shareholders, the Board and committees of the Board shall be open to 
inspection upon the written demand of any shareholder or holder of a voting 
trust certificate, at any time during usual business hours for a purpose 
reasonably related to his interests as a shareholder or as the holder of a 
voting trust certificate. Such inspection may be made in person or by a agent 
or attorney, and shall include the right to copy and make extracts. Demand 
of inspection shall be made in writing upon the corporation to the attention 
of the Secretary.

     A shareholder or shareholders holding at least five percent in the 
aggregate of the outstanding voting shares of the corporation or who hold at 
least one percent of such voting shares and have filed a Schedule 14-B with 
the United States Securities and Exchange Commission relating to the election 
of directors of the corporation shall have an absolute right to access to a 
list of shareholders as provided in section 1600(a) of the General Corporation 
Law.

Section 4.  EXECUTION OF CONTRACTS.  Any contract or other instrument in 
writing entered into by the corporation, when signed by the Chairman of the 
Board, the President or any Vice President and the Secretary, and Assistant 
Secretary, the Chief Financial Officer or any Assistant Financial Officer or 
any Assistant Financial Officer is not invalidated as to the corporation by 
any lack of authority of the signing officers in the absence of actual 
knowledge on the part of the other party to the contract or other instrument 
that the signing officers had no authority to execute the same. Contracts or 
other instruments in writing made in the name of the corporation which are 
authorized or ratified by the Board, or are

                                      -15-
<PAGE>

done within the scope of authority, actual or apparent, conferred by the Board 
or within the agency power of the officer executing it, bind the corporation.

Section 5.  SHARE CERTIFICATES.  A certificate or certificates for shares of 
the capital stock of the corporation shall be issued to each shareholder when 
any such shares are fully paid. Every shareholder in the corporation shall be 
entitled to have a certificate signed in the name of the corporation by the 
Chairman of the Board or the President or a Vice President and by the Chief 
Financial Officer or an Assistant Financial Officer or the Secretary or any 
Assistant Secretary, certifying the number of shares and the class or series 
of shares owned by the shareholders. Any or all of the signatures on the 
certificate may be facsimile.

     The corporation may issue the whole or any part of its shares as partly 
paid and subject to call for the remainder of the consideration to be paid 
therefor. On the certificates issued to represent any partly paid shares the 
total amount of the consideration to be paid therefor and the amount paid 
thereon shall be stated.

     No new certificate for shares shall be issued in lieu of an old 
certificate unless the latter is surrendered and cancelled at the same time; 
provided, however, that a new certificate may be issued without the surrender 
and cancellation of the old certificate if:

     (a)  the old certificate is lost, stolen or destroyed:

     (b)  the request for the issuance of the new certificate is made within a
          reasonable time after the owner of the old certificate has notice
          of its loss, destruction, or theft;

     (c)  the request for the issuance of a new certificate is made prior to
          the receipt of notice by the corporation that the old certificate has 
          been acquired by a bona fide purchaser; and

     (d)  the owner satisfies any other reasonable requirements imposed by the 
          corporation including, at the election of the Board, the filing of 
          sufficient indemnity bond or undertaking with the corporation or its
          transfer agent. In the event of the issuance of a new certificate, 
          the rights and liabilities of the corporation, and of the holders 
          of the old and new certificates, shall be governed by the provisions
          of Sections 8014 and 8405 of the California Commercial Code.


                                      -16-
<PAGE>

Section 6.  REPRESENTATION OF SECURITIES OF OTHERS.  Unless otherwise 
determined by the Board or the Executive Committee, the President, or any 
other officer of the corporation designated in writing by the President, is 
authorized to vote, represent and exercise on behalf of the corporation all 
rights incident to any and all securities of any other person or entity 
standing in the name of the corporation. The authority herein granted may be 
exercised either in person, or by proxy.

Section 7.  INSPECTION OF BYLAWS.  The corporation shall keep in its 
principal executive or business office in this state, the original or a copy 
of its Bylaws as amended to date, which shall be open to inspection by the 
shareholders at all reasonable times during the officer hours.

Section 8.  EMPLOYEE STOCK PURCHASE PLAN AND OPTION PLANS.  The corporation 
may adopt and carry out a stock purchase plan or agreement or stock option 
plan or agreement providing for the issuance and sale for such consideration 
as may be fixed of its unissued shares, or of issued shares acquired or to be 
acquired, to one or more of the employees or directors of the corporation or 
of a subsidiary or to a trustee on their behalf and for the payment for such 
shares in installments or at one time, and may provide for aiding any such 
person in paying for such shares by compensation for services rendered, 
promissory notes or otherwise.

     A stock purchase plan or agreement or stock option plan or agreement may 
include, among other features, the fixing of eligibility for participation 
therein, the class and price of shares to be issued or sold under the plan or 
agreement, the number of shares which may be subscribed for, the method of 
payment therefor, the reservation of title until full payment therefor, the 
effect of the termination of employment, an option or obligation on the part 
of the Corporation to repurchase the shares upon termination of employment, 
subject to the provisions of Chapter 5 of the California Corporations Code, 
restrictions upon transfer of the shares and the time limits of and 
termination of the plan.

Section 9.  CONSTRUCTION AND DEFINITIONS.  Unless the context otherwise 
requires, the general provisions, rules of construction and definitions 
contained in the California General Corporation Law shall govern the 
construction of these Bylaws. Without limiting the generality of the 
foregoing, the masculine gender includes the feminine and neuter, the 
singular number includes the plural and the plural number includes the 
singular, and the term "person" includes a corporation as well as a natural 
person.

Section 10.  INDEMNIFICATION OF CORPORATE AGENTS.  The corporation shall have 
power to indemnify any person who is or

                                      -17-
<PAGE>

was an agent of the corporation as provided in Section 317 of the California 
General Corporation Law.

Section 11. FINANCIAL STATEMENTS. A copy of any annual financial statement 
and any income statement of the corporation for each quarterly period of each 
fiscal year, and any accompanying balance sheet of the corporation as of the 
end of each such period, that has been prepared by the corporation shall be 
kept on file in the principal executive office of the corporation for 12 
months and each such statement shall be exhibited at all reasonable times to 
any shareholder demanding an examination of any such statement or a copy 
shall be mailed to any such shareholder.

     A shareholder or shareholders holding at least five percent of the 
outstanding shares of any class of stock of the corporation may make a 
written request to the corporation for an income statement of the corporation 
for the three-month, six-month or nine-month period of the then current 
fiscal year ended more than 30 days prior to the date of the request, and a 
balance sheet of the corporation as of the end of such period; the Chief 
Financial officer shall cause such statements to be prepared, if not already 
prepared, and shall deliver personally or mail such statements to the person 
making the request within 30 days after the receipt of such request. If the 
corporation has not sent to the shareholders its annual report for the last 
fiscal year, this report shall likewise be delivered or mailed to such 
shareholder or shareholders within 30 days after such request.

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

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

Section 12. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks, drafts or 
other orders for payment of money, notes or other evidences of indebtedness, 
issued in the name of or payable to the corporation, shall be signed or 
endorsed by such person or persons and in such manner as, from time to time, 
shall be determined by resolution of the Board.

                                     -18-

<PAGE>

                                  ARTICLE V
                             AMENDMENTS TO BYLAWS

Section 1. POWER OF SHAREHOLDERS. Bylaws may be adopted, amended, or repealed 
by the vote or the written consent of shareholders entitled to exercise a 
majority of the voting power of the corporation. Subject to the right of 
shareholders to adopt, amend or repeal Bylaws, Bylaws may be adopted, 
amended, or repealed by the Board of Directors, except that a Bylaw 
specifying or changing a fixed number of directors or the maximum or minimum 
number of directors, may only be adopted by the vote or the written consent 
of shareholders entitled to exercise a majority of the voting power of the 
Corporation.

Section 2. EFFECTIVE DATE. These Restated Bylaws shall be effective for all 
purposes on January 25, 1990.





















                                     -19-