<PAGE>
 
                          AMENDED AND RESTATED BYLAWS

                                       OF

                                 DYNATEM, INC.,
                            a California corporation


                                   ARTICLE I

                                    OFFICES

      SECTION 1.  PRINCIPAL EXECUTIVE OFFICE.  The Board of Directors shall fix
                  --------------------------                                   
and designate the location of the principal executive office of the corporation
at any place within or outside the State of California.  If the principal
executive office is located outside the State of California, and the corporation
has one or more business offices in this state, the Board of Directors shall fix
and designate a principal business office in the state of California.

      SECTION 2.  OTHER OFFICES.  The Board of Directors may at any time
                  -------------                                         
establish, or may designate an officer of the corporation to establish, other
branch or subordinate business offices at any place or places where the
corporation is qualified to do business.


                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

      SECTION 1.  PLACE OF MEETINGS.  All annual or other meetings of
                  -----------------                                  
shareholders shall be held at the principal executive office of the corporation,
or at any other place within or without the State of California which may be
designated either by the Board of Directors or by the written consent of all
persons entitled to vote thereat and not present at the meeting, given either
before or after the meeting and filed with the secretary of the corporation.

      SECTION 2.  ANNUAL MEETINGS.  The annual meeting of shareholders shall be
                  ---------------                                              
held each year on a date and at a time designated by the Board of Directors.  At
each annual 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 3.  SPECIAL MEETINGS.  Special meetings of the shareholders, for
                  ----------------                                            
the purpose of taking any action permitted by the shareholders under the
California Corporations Code and the Articles of Incorporation of this
corporation, may be called at any time by the Chairman of the Board, the
President, the Board of Directors, or one (1) or more shareholders holding
shares in the aggregate entitled to cast not less than ten percent (10%) of the
votes at the meeting.

     If a special meeting is called by any person or persons other than the
Board of Directors, the request shall be in writing, specifying the time of such
meeting and the general nature of the business proposed to be transacted, and
shall be delivered personally or sent by registered mail or by telegraphic or
other facsimile transmission to the Chairman of the Board, the President, any
Vice President, or the Secretary of the corporation.  The officer receiving the
request shall cause notice to be promptly given to the shareholders entitled to
vote, in accordance with the provisions of Section 4 and 5 of this Article II,
that a meeting will be held at the time requested by the person or persons
calling the meeting, not less than thirty-five (35) nor more than sixty (60)
days after the receipt of the request.  If the notice is not given within twenty
(20) days after receipt of the request, the person or persons requesting the
meeting may give the notice. Nothing contained in this paragraph of this Section
3 shall be construed as limiting, fixing or affecting the time when a meeting of
shareholders called by action of the Board of Directors may be held.
<PAGE>
 
      SECTION 4.  NOTICE OF SHAREHOLDERS' MEETINGS.  All notices of meetings of
                  --------------------------------                              
shareholders shall be sent or otherwise given in accordance with Section 5 of
this Article II to each shareholder entitled thereto not less than ten (10) days
nor more than sixty (60) days before each annual meeting.  Such notices shall
specify the place, the date, and the hour of such meeting, and (i) in the case
of a special meeting, the general nature of the business to be transacted, or
(ii) in the case of the annual meeting, those matters which the Board, at the
time of the mailing of the notice, intends to present for action by the
shareholders.  The notice of any meeting at which directors are to be elected
shall include the name of any nominee or nominees intended, at the time of the
notice, to be presented by management for election;

     If action is proposed to be taken at any meeting for approval of: a
contract or other transaction with an interested director; amendment of the
Articles of Incorporation; a reorganization of the corporation as defined in
Section 181 of the California Corporations Code; voluntary dissolution of the
corporation; or a distribution in dissolution other than in accordance with
the rights of outstanding preferred shares, the notice shall also state the
general nature of that proposal.

      SECTION 5.  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.  Written notice
                  --------------------------------------------                 
of all meetings of shareholders 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 any notice or report addressed to the shareholder at the address of
such shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice or report to the
shareholder at such address, all future notices or reports shall be deemed to
have been duly given without further mailing if the same shall be available for
the shareholder upon written demand of the shareholder at the principal
executive office of the corporation for a period of one (1) year from the date
of the giving of the notice or report to all other shareholders.  If a
shareholder gives no address, notice shall be deemed to have been given 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 if
published at least once in some newspaper of general circulation in the county
in which said principal executive office is located.  Any such notice shall be
deemed to have been given at the time when delivered personally or deposited in
the mail or sent by other means of written communication.  An affidavit of
mailing of any such notice in accordance with the foregoing provisions, executed
by the Secretary, Assistant Secretary or any transfer agent of the corporation,
shall be prima facie evidence of the giving of the notice.

      SECTION 6.  QUORUM.  The presence in person or by proxy of the persons
                  ------                                                    
entitled to vote a majority of the shares entitled to vote at any meeting of
shareholders 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 do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum.

      SECTION 7.  ADJOURNED MEETING AND NOTICE THEREOF.  Any shareholders'
                  ------------------------------------                    
meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by the vote of a majority of the shares, the holders of which
are either present in person or represented by proxy thereat, but in the absence
of a quorum no other business may be transacted at such meeting, except as
provided in Section 6 of this Article II.

     When any shareholders' meeting, either annual or special, is adjourned for
forty-five (45) days or more, or if after adjournment a new record date is fixed
for the adjourned meeting, notice of the adjourned meeting shall be given in
accordance with the provisions of Sections 4 and 5 of this Article II.  Except
as provided above, it shall not be necessary to give any notice of the time and
place of the adjourned meeting or of the business to be transacted thereat,
other than by announcement of the time and place of the adjourned meeting or of
the business to 

                                       2
<PAGE>
 
be transacted thereat, other than by announcement of the time and place thereof
at the meeting at which such adjournment is taken.

      SECTION 8.  VOTING.  Unless a record date for voting purposes be fixed as
                  ------                                                       
provided in Section 11 of this Article II of these bylaws, then, subject to the
provisions of Sections 702 and 704, inclusive, of the California Corporations
Code (relating to voting of shares held by a fiduciary, in the name of a
corporation, or in joint ownership), only persons in whose names shares entitled
to vote stand on the stock records of the corporation at the close of business
on the business day next preceding the day on which notice of the meeting is
given or if such notice is waived, at the close of business on the business day
next preceding the day on which the meeting of shareholders is held, shall be
entitled to vote at such meeting, and such day shall be the record date for such
meeting.

     Such vote may be viva voce or by ballot; provided, however, that all
                                              --------  -------          
elections for directors must be by ballot upon demand made by a shareholder at
any election and before the voting begins.  If a quorum is present, except with
respect to election of directors, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on any matter shall be
the act of the shareholders, unless the vote of a greater number or voting by
classes is required by the California Corporations Code or the Articles of
Incorporation.  Subject to the requirements of the next sentence, every
shareholder entitled to vote at any election for directors shall have the right
to cumulate his 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 his
shares are entitled, or to distribute his votes on the same principle among as
many candidates as he shall think fit.  No shareholder shall be entitled to
cumulative votes unless the name of the candidate or candidates for whom such
votes would be cast has been placed in nomination prior to commencement of the
voting, and any shareholder has given notice at the meeting prior to
commencement of the voting of such shareholder's intention to cumulate votes.
The candidates receiving the highest number of votes of shares entitled to be
voted for them, up to the number of directors to be elected, shall be elected.

      SECTION 9.  VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS.  The
                  ------------------------------------------- --------      
transactions of any meeting of shareholders, either annual or special, however
called and noticed, and wherever held, shall be as valid as though a meeting had
been duly held after regular call and notice, if a quorum be present either in
person or by proxy, and if, either before or after the meeting, each of the
persons entitled to vote, who was not present in person or by proxy, or who,
though present, has, at the beginning of the meeting, properly objected to the
transaction of any business because the meeting was not lawfully called or
convened, or to particular matters of business legally required to be included
in the notice, but not so included, signs a written waiver of notice, or a
consent to the holding of such meeting, or an approval of the minutes thereof.
The waiver, consent or approval need not specify either the business to be
transacted or the purpose of any annual or special meeting, except that, if
action is taken or proposed to be taken for approval of any of those matters
specified in the second paragraph of Section 4 of this Article II, the waiver,
consent or approval shall state the general nature of the proposal.  All such
waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting.

     Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters not included in the notice
of the meeting if that objection is expressly made at the meeting.

      SECTION 10.  ACTION WITHOUT MEETING.  Any action which, under any
                   ----------------------                              
provision of the California Corporations Code, may be taken at a meeting of the
shareholders, may be taken without a meeting, and without notice except as
hereinafter set forth, if a consent in writing, setting forth the action so
taken, is 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.

                                       3
<PAGE>
 
     In the case of election of directors, such consent shall be effective only
if signed by the holders of all of the outstanding shares entitled to vote for
the election of directors; provided, however, that, without notice except as
                           --------  -------                                
hereinafter set forth, a director may be elected at any time to fill a vacancy
not filled by the directors by the written consent of persons holding a majority
of the outstanding shares entitled to vote for the election of directors.

     Unless the consents of all shareholders entitled to vote have been
solicited in writing:

          (a)  Notice of any proposed shareholder approval of: a contract or
other transaction in which a director has a direct or indirect financial
interest, (ii) indemnification of an agent of the corporation, (iii) a
reorganization of the corporation as defined in Section 181 of the California
Corporations Code, or (iv) a distribution in dissolution other than in
accordance with the rights of outstanding preferred shares, if any, without a
meeting by less than unanimous written consent, shall be given at least ten (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.  Such notices shall be given in the manner and shall be deemed to have
been given as provided in Section 5 of this Article II.

          Unless the Board of Directors has fixed a record date for the
determination of shareholders entitled to notice of and to give such written
consent, the record date for such determination shall be the day on which the
first written consent is given.  All such written consents shall be filed with
the Secretary of the corporation and shall be maintained in the corporate
records.  Any shareholder giving a written consent, or the shareholder's
proxyholders, or a transferee of the shares or a personal representative of the
shareholder or their respective proxyholders, may revoke the consent by a
writing received by the Secretary of the corporation prior to the time that
written consents of the number of shares required to authorize the proposed
action have been filed with the Secretary of the corporation, but may not do so
thereafter.  Such revocation is effective upon its receipt by the secretary of
the corporation.

      SECTION 11.  RECORD DATE.  The Board of Directors may fix a time in the
                   -----------                                               
future as a record date for the determination of the shareholders entitled to
notice of and to vote at any meeting of shareholders or entitled to give consent
to corporate action in writing without a meeting, to receive any report, to
receive any dividend or distribution, or any allotment of rights, or to exercise
rights in respect to any change, conversion or exchange of shares.  The record
date so fixed shall be not more than sixty (60) days nor less than ten (10) days
prior to the date of any meeting, nor more than sixty (60) days prior to any
other event for the purposes of which it is fixed.  When a record date is so
fixed, only shareholders of record on that date are entitled to notice of and to
vote at any such meeting, to give consent without a meeting, to receive any
report, 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, except as
otherwise provided in the California Corporations Code, the Articles of
Incorporation or these bylaws.

     If the Board of Directors does not so fix a record date:

               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.

               The record date for determining shareholders entitled to give
consent to corporate action in writing without a meeting, (i) when no prior
action by the board has been taken, shall be the day on which the first written
consent is given, or (ii) when prior action of the board has been taken, shall
be at the close of business 

                                       4
<PAGE>
 
on the day on which the board adopts the resolution relating to such prior
action, or the sixtieth (60th) day before the date of such prior action,
whichever is later.

      SECTION 12.  PROXIES.  Every person entitled to vote or execute consents
                   -------                                                    
shall have the right to do so either in person or by one or more agents
authorized by a written proxy executed by such person or his duly authorized
agent and filed with the Secretary of the corporation.  Any proxy duly executed
is not revoked and continues in full force and effect until (i) an instrument
revoking it or a duly executed proxy bearing a later date is filed with the
Secretary of the corporation prior to the vote pursuant thereto, (ii) the person
executing the proxy attends the meeting and votes in person, or (iii) written
notice of the death or incapacity of the maker of such proxy is received by the
corporation before the vote pursuant thereto is counted; provided, however, that
                                                         --------  -------      
no such proxy shall be valid after the expiration of eleven (11) months from the
date of its execution, unless the person executing it specifies therein the
length of time for which such proxy is to continue in force.  The revocability
of a proxy that states on its face that it is irrevocable shall be governed by
the provisions of Sections 705(e) and 705(f) of the California Corporations
Code.

      SECTION 13.  INSPECTORS OF ELECTION.  In advance of any meeting of
                   ----------------------                               
shareholders, the Board of Directors may appoint any persons other than nominees
for office as Inspectors of Election to act at such meeting or any adjournment
thereof.  If Inspectors of Election be not so appointed, 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
(1) or three (3).  If appointed at a meeting on the request of one or more
shareholders or proxies, the holders of a majority of shares or their proxies
present at the meeting shall determine whether one (1) or three (3) inspectors
are to be appointed.  In case any person appointed as inspector fails to appear
or fails or refuses to act, the vacancy may, and on the request of any
shareholder or a shareholder's proxy shall, be filled by appointment by the
Board of Directors in advance of the meeting, or at the meeting by the Chairman
of the meeting.

     The duties of such inspectors shall be as prescribed by Section 707 of the
Corporations Code and shall include: (a) determining the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, and the authenticity, validity and effect of proxies;
(b) receiving votes, ballots or consents; (c) hearing and determining all
challenges and questions in any way arising in connection with the right to
vote; (d) counting and tabulating all votes or consents; (e) determining when
the polls shall close; (f) determining the result; and (g) such other acts as
may be proper to conduct the election or vote with fairness to all shareholders.
In the determination of the validity and effect of proxies, the dates contained
on the forms of proxy shall presumptively determine the order of execution of
the proxies, regardless of the postmark dates on the envelopes in which they are
mailed.

     The Inspectors of Election shall perform their duties impartially, in good
faith, to the best of their ability and as expeditiously as is practical.  If
there are three (3) Inspectors of Election, the decision, act or certificate of
a majority is effective in all respects as the decision, act or certificate of
all.  Any report or certificate made by the Inspectors of Election is prima
facie evidence by the facts stated therein.


                                  ARTICLE III

                                   DIRECTORS

      SECTION 1.  POWERS.  Subject to limitations of the Articles of
                  ------                                            
Incorporation and these bylaws and to the provisions of the California
Corporations Code as to action required to be authorized or approved by the
shareholders or by the outstanding shares, and subject to the duties of
directors as prescribed by the bylaws, all corporate powers shall be exercised
by or under the direction of, and the business and affairs of the corporation

                                       5
<PAGE>
 
shall be managed by, the Board of Directors.  Without prejudice to such general
powers, but subject to the same limitations, the Board of Directors shall have
the following powers, to wit:

     First - To select and remove all the officers, agents and employees of the
     -----                                                                     
corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the Articles of Incorporation or with these bylaws;
fix their compensation; and require from them security for faithful service.

     Second - To conduct, manage and control the affairs and business of the
     ------                                                                 
corporation, and to make such rules and regulations therefor not inconsistent
with law, or with the Articles of Incorporation or these bylaws, as they may
deem best.

     Third - To change the principal executive office and principal office for
     -----                                                                    
the transaction of the business of the corporation from one location to another;
to cause the corporation to be qualified or licensed to do business in any other
state, territory, dependency or country and conduct business within or without
the State of California;  to designate any place within or without the State of
California for the holding of any shareholders' meeting or meetings, including
annual meetings; and to adopt, make and use a corporate seal, and to prescribe
the forms of certificates of stock, and to alter the form of such seal and of
such certificates from time to time, as in their judgment they may deem best,
provided such seal and such certificates shall at all times comply with the
provisions of law.

     Fourth - To authorize the issue of shares of stock of the corporation from
     ------                                                                    
time to time, upon such terms as may be lawful in consideration of money paid,
labor done, services actually rendered, debts or securities canceled, or
tangible property actually received.

     Fifth - To borrow money and incur indebtedness on behalf of the
     -----                                                          
corporation, and to cause to be executed and delivered for the corporation's
purposes, in the corporate name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecations or other evidences of debt and
securities.

     Sixth - By resolution adopted by a majority of the authorized number of
     -----                                                                  
directors, to designate an executive and one or more other committees, each
consisting of two (2) or more directors, to serve at the pleasure of the Board,
and to prescribe the manner in which proceedings of such committee shall be
conducted.  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.  Unless the Board of Directors shall otherwise prescribe the manner
of proceedings of any such committee, meetings of such committee may be
regularly scheduled in advance and may be called at any time by any two (2)
members thereof; otherwise, the provisions of these bylaws with respect to
notice and conduct of meetings of the Board shall govern.  Any such committee,
to the extent provided in a resolution of the Board, shall have all of the
authority of the Board, except with respect to:

               (i)    The approval of any action for which the California
     Corporations Code or the Articles of Incorporation also require shareholder
     approval or approval of the outstanding shares;

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

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

               (iv)   The adoption, amendment or repeal of bylaws;

               (v)    The amendment or repeal of any resolution of the Board;

                                       6
<PAGE>
 
               (vi)   Any distribution to the shareholders, except at a rate or
      in a periodic amount or within a price range determined by the Board; and

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

      SECTION 2.  NUMBER AND QUALIFICATION OF DIRECTORS.  The authorized number
                  -------------------------------------                        
of directors shall be not less than five (5) nor more than nine (9).  The exact
number of directors shall be six (6) until changed, within the limits specified
above, by an amendment to this Section 2, duly adopted by the Board of Directors
or by the shareholders.  The indefinite number of directors may be changed, or a
definite number may be fixed without provision for an indefinite number, by an
amendment to this bylaw duly adopted by the vote or written consent of holders
of a majority of the outstanding shares entitled to vote; provided, however,
                                                          --------  ------- 
that an amendment reducing the fixed 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 an action by
written consent, are equal to more than sixteen and two-thirds percent (16 2/3%)
of the outstanding shares entitled to vote thereon.  No amendment may change the
stated maximum number of authorized directors to a number greater than two (2)
times the stated minimum number of directors minus one (1).  No reduction of the
authorized number of directors shall have the effect of removing any director
before that director's term of office expires.

      SECTION 3.  ELECTION AND TERM OF OFFICE.  The directors shall be elected
                  ---------------------------                                 
at each annual meeting of shareholders but, if any such annual meeting is not
held or the directors are not elected thereat, the directors may be elected at
any special meeting of shareholders held for that purpose.  All directors shall
hold office until their respective successors are elected, subject to the
California Corporations Code and the provisions of these bylaws with respect to
vacancies on the Board.

      SECTION 4.  VACANCIES.  A vacancy in the Board of Directors shall be
                  ---------                                               
deemed to exist in case of the death, resignation or removal of any director, or
if the Board of Directors by resolution declares vacant the offices of a
director who has been declared of unsound mind by order of court or convicted of
a felony, or if the authorized number of directors be increased, or if the
shareholders fail, at any annual or special meeting of shareholders at which any
director or directors are elected, to elect the full authorized number of
directors to be voted for at that meeting.

     Vacancies in the Board of Directors, except for a vacancy created by the
removal of a director, may be filled by a majority of the remaining directors,
though less than a quorum, or by a sole remaining director, and each director so
elected shall hold office until the next annual meeting of shareholders and
until his successor is elected and qualified.  A vacancy in the Board of
Directors created by the removal of a director may be filled only by the vote of
a majority of the shares entitled to vote represented at a duly held meeting at
which a quorum is present, or by the written consent of the holders of all of
the outstanding shares entitled to vote for the election of directors.

     The shareholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors.  Any such election by written
consent shall require the consent of holders of a majority of the outstanding
shares entitled to vote.

     Any director may resign effective upon giving written notice to the
Chairman of the Board, the President, the Secretary or the Board of Directors of
the corporation, unless the notice specifies a later time for the effectiveness
of such resignation.  If the Board of Directors accepts the resignation of a
director tendered to take effect at a future time, the Board of Directors or the
shareholders shall have power to elect a successor to take office when the
resignation is to become effective.

     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.

                                       7
<PAGE>
 
      SECTION 5.  PLACE OF MEETING.  Regular meetings of the Board of Directors
                  ----------------                                             
may be held at any place within or outside the State of California which has
been designated from time to time by resolution of the Board or by written
consent of all members of the Board.  In the absence of such designation,
regular meetings shall be held at the principal executive office of the
corporation.  Special meetings of the Board may be held at any place within or
outside the State of California that has been designated in the notice of the
meeting or, if not stated in the notice or there is no notice, at the principal
executive office of the corporation.

      SECTION 6.  ORGANIZATION MEETING.  Immediately following each annual
                  --------------------                                    
meeting of shareholders, the Board of Directors shall hold a regular meeting at
the place of said annual meeting or at such other place as shall be fixed by the
Board of Directors, for the purpose of organization, election of officers, and
the transaction of other business.  Call and notice of such meetings are hereby
dispensed with.

      SECTION 7.  OTHER REGULAR MEETINGS.  Other regular meetings of the Board
                  ----------------------                                      
of Directors shall be held without call at such time and date as shall from time
to time be fixed by resolution adopted by the Board of Directors.  Notice of all
such regular meetings of the Board of Directors is hereby dispensed with.

      SECTION 8.  SPECIAL MEETINGS.  Special meetings of the Board of Directors
                  ----------------                                             
for any purpose or purposes may be called at any time by the Chairman of the
Board, the President, any Vice President, the Secretary or any two directors.

     Written notice of the time and place of special meetings shall be delivered
personally to each director or communicated to each director by telephone or by
telegraph or mail, charges prepaid, addressed to each director at such
director's address as it is shown upon the records of the corporation or, if it
is not so shown on such records or is not readily ascertainable, at the place at
which the meetings of the directors are regularly held.  In case such notice is
mailed, it shall be deposited in the United States mail in the place in which
the principal executive office of the corporation is located at least four (4)
days prior to the time of holding the meeting.  In case such notice is
delivered, personally or by telephone or telegraph, as above provided, it shall
be so delivered at least forty-eight (48) hours prior to the time of the holding
of the meeting.  Such mailing, telegraphing or delivery, personally or by
telephone, as above provided, shall be due, legal and personal notice to such
director.  Any oral notice given personally or by telephone may be communicated
either to the director or to a person at the office of the director who the
person giving the notice has reason to believe will promptly communicate it to
the director.  The notice need not specify the purpose of the meeting nor the
place if the meeting is to be held at the principal executive office of the
corporation.

      SECTION 9.  ACTION WITHOUT MEETING.  Any action required or permitted to
                  ----------------------                                      
be taken by the Board of Directors may be taken without a meeting if all members
of the Board shall individually or collectively consent in writing to such
action.  Such action by written consent or consents shall be filed with the
minutes of the proceedings of the Board and shall have the same force and effect
as a unanimous vote of the Board of Directors.

      SECTION 10.  ACTION AT A MEETING;  QUORUM AND REQUIRED VOTE.  Presence of
                   ----------------------------------------------              
a majority of the authorized number of directors at a meeting of the Board of
Directors constitutes a quorum for the transaction of business, except as
hereinafter provided.

     Members of the Board may participate in a meeting, regular or special,
through use of conference telephone or similar communications equipment, so long
as all directors participating in such meeting can hear one another.
Participation in a meeting as permitted in the preceding sentence constitutes
presence in person at such meeting.

     Every act or decision done or made by a majority of the directors present
at a meeting duly held at which a quorum is present shall be regarded as the act
of the Board of Directors, unless a greater number, or the same number after
disqualifying one or more directors from voting, is required by law, by the
Articles of Incorporation, 

                                       8
<PAGE>
 
or by these bylaws. A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of directors,
provided that any action taken is approved by at least a majority of the
required quorum for such meeting.

      SECTION 11.  VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS.  The
                   ------------------------------------------- --------      
transactions of any meeting of the Board of Directors, 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 or who, though present,
has, prior to the meeting or at its commencement, protested the lack of proper
notice to him, signs a written waiver of notice or a consent to holding such
meeting or an approval of the minutes thereof.  The waiver of notice, consent or
approval need not specify the purpose of the meeting.  All such waivers,
consents or approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.

      SECTION 12.  ADJOURNMENT.  A quorum of the directors may adjourn any
                   -----------                                            
directors' meeting to meet again at a stated day and hour; provided, however,
                                                           --------  ------- 
that in the absence of a quorum a majority of the directors present at any
directors' meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board.

      SECTION 13.  NOTICE OF ADJOURNMENT.  If the meeting is adjourned for more
                   ---------------------                                       
than twenty-four hours, notice of any adjournment to another time or place shall
be given prior to the time of the adjourned meeting to the directors who were
not present at the time of adjournment.  Otherwise notice of the time and place
of holding an adjourned meeting need not be given to absent directors if the
time and place be fixed at the meeting adjourned.

      SECTION 14.  FEES AND COMPENSATION.  Directors and members of committees
                   ---------------------                                      
may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by resolution of the
Board.  This Section 14 shall not be construed to preclude any director from
serving the corporation in any other capacity as an officer, agent, employee, or
otherwise, and receiving compensation for those services.

      SECTION 15.  REMOVAL.  Subject to the provisions of Sections 302, 303 and
                   -------                                                     
304 of the California Corporations Code, directors may be removed with or
without cause.


                                   ARTICLE IV

                                    OFFICERS

      SECTION 1.  OFFICERS.  The officers of the corporation shall be a
                  --------                                             
President, a Secretary and a Chief Financial Officer.  The corporation may also
have, at the discretion of the Board of Directors, a Chairman of the Board, one
(1) or more Vice Presidents, one (1) or more Assistant Secretaries, one (1) or
more Assistant Financial Officers and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article IV.  Any number of
offices may be held by the same person.

      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 IV, shall be chosen by the Board of Directors, and
each shall serve at the pleasure of the Board of Directors, subject to the
rights, if any, of an officer under any contract of employment.

      SECTION 3.  SUBORDINATE OFFICERS.  The Board of Directors may appoint, and
                  --------------------                                          
may empower the President to appoint, such other officers as the business of the
corporation may require, each of whom shall hold office for 

                                       9
<PAGE>
 
such period, have such authority and perform such duties as are provided in the
bylaws or as the Board of Directors may from time to time determine.

      SECTION 4.  REMOVAL AND RESIGNATION.  Subject to the rights, if any, of an
                  -----------------------                                       
officer under any contract of employment, any officer may be removed, either
with or without cause, by the Board of Directors, at any regular or special
meeting thereof, or, except in case of an officer chosen by the Board of
Directors, by any officer upon whom such power of removal may be conferred by
the Board of Directors.

     Any officer may resign at any time by giving written notice to the Board of
Directors or to the President, or to the Secretary of the corporation, without
prejudice, however, to the rights, if any, of the corporation under any contract
to which such officer is a party.  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 because of death,
                  ---------                                            
resignation, removal, disqualification or any other cause 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 of Directors and exercise and perform such other powers and duties as may
be from time to time assigned to him by the Board of Directors or prescribed by
the bylaws.  If there is no President, the Chairman of the Board shall in
addition be the Chief Executive Officer of the corporation and shall have the
powers and duties prescribed in Section 7 of this Article IV.

      SECTION 7.  PRESIDENT.  Subject to such supervisory powers, if any, as may
                  ---------                                                     
be given by the Board of Directors to the Chairman of the Board, if there be
such an officer, the President shall be the Chief Executive Officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
corporation.  He shall preside at all meetings of the shareholders and, in the
absence of the Chairman of the Board, or if there be none, at all meetings of
the Board of Directors.  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 of Directors or the bylaws.

      SECTION 8.  VICE PRESIDENT.  In the absence or disability of the
                  --------------                                      
President, the Vice Presidents, if any, in order of their rank as fixed by the
Board of Directors or, if not ranked, the Vice President designated by the Board
of Directors, shall perform all the duties of the President, subject to all the
restrictions upon the President.  The Vice Presidents shall have such other
powers and perform such other duties as from time to time may be prescribed for
them respectively by the Board of Directors, the President, or the Chairman of
the Board or by these bylaws.

      SECTION 9.  SECRETARY.  The Secretary shall record or cause to be
                  ---------                                            
recorded, and shall keep or cause to be kept, at the principal executive office
and such other place as the Board of Directors may direct, a book of minutes of
all meetings and actions taken at all meetings of directors, committees of
directors 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' meetings or committee meetings, the number of
shares present or represented at shareholders' 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, a share register,
or a duplicate share register, 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.

                                       10
<PAGE>
 
     The Secretary shall give, or cause to be given, notice of all the meetings
of the shareholders and of the Board of Directors required by the bylaws or by
law to be given, and 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 of Directors 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
books and records of accounts of the properties and business transactions of the
corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings and shares.  The books
of account shall at all reasonable times be open to inspection by any director.

     The Chief Financial Officer shall deposit all monies and other valuables in
the name and to the credit of the corporation with such depositories as may be
designated by the Board of Directors.  He shall disburse the funds of the
corporation as may be ordered by the Board of Directors, shall render to the
President and directors, whenever they request it, an account of all of his
transactions as Chief Financial Officer 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 of Directors or the bylaws.


                                   ARTICLE V

               INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
                                AND OTHER AGENTS

     The corporation shall have the authority, to the maximum extent permitted
by the California Corporations Code, to indemnify each of its agents against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that any such person is or was an agent of the corporation.  The
corporation shall also have the authority, to the maximum extent permitted by
the California Corporations Code, to advance expenses incurred by any agent of
the corporation in defending any proceeding.

     The corporation shall have the authority to purchase and maintain insurance
on behalf of agents of the corporation against any liability asserted against or
incurred by any agent in such capacity or arising out of the agent's status as
agent.

     The corporation shall have the power to enter into binding agreements with
its agents to provide the indemnification allowed under this Article V.

     Nothing in this Article V shall be construed either to allow
indemnification of any agent for any acts or omissions or transactions from
which such agent may not be indemnified under applicable California law or to
deny indemnification when applicable California law requires indemnification.

     For purposes of this Article V, an "agent" of the corporation includes any
person who is or was a director, officer, employee, or other agent of the
corporation, or is or was serving at the request of the corporation, as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, or was a director, officer, employee, or
agent of a corporation which was a predecessor corporation of the corporation or
of another enterprise at the request of such predecessor corporation.  For
purposes of this Article V, "proceeding" means any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative.  For purposes of this Article V, "expenses" includes, without
limitation, attorneys' fees and any expenses of establishing a right to
indemnification.

                                       11
<PAGE>
 
                                   ARTICLE VI

                                 MISCELLANEOUS

      SECTION 1.  INSPECTION OF CORPORATE RECORDS.  The accounting books and
                  -------------------------------                           
records, the record of shareholders, and minutes of proceedings of the
shareholders and the Board and committees of the Board of this corporation and
any subsidiary of this corporation shall be open to inspection upon the written
demand on the corporation of any shareholder or holder of a voting trust
certificate at any reasonable time during usual business hours, for a purpose
reasonably related to such holder's interests as a shareholder or as the holder
of such voting trust certificate.  Such inspection by a shareholder or holder of
a voting trust certificate may be made in person or by agent or attorney, and
the right of inspection includes the right to copy and make extracts.

     A shareholder or shareholders holding at least five percent (5%) in the
aggregate of the outstanding voting shares of the corporation or who hold at
least one percent (1%) of such voting shares and have filed a Schedule 14B with
the United States Securities and Exchange Commission relating to the election of
directors of the corporation shall have (in person, or by agent or attorney) the
right to inspect and copy the record of shareholders' names and addresses and
shareholdings during usual business hours upon five (5) business days' prior
written demand upon the corporation and to obtain from the transfer agent for
the corporation, upon written demand and upon the tender of such transfer
agent's usual charges, a list of the shareholders' names and addresses, who are
entitled to vote for the election of directors, and their shareholdings, as of
the most recent record date for which it has been compiled or as of a date
specified by the shareholder subsequent to the date of demand.  The list shall
be made available on or before the later of five (5) business days after the
demand is received or the date specified therein as the date as of which the
list is to be compiled.

     Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records and documents of every kind and to inspect
the physical properties of the corporation and each of its subsidiaries. Such
inspection by a director may be made in person or by agent or attorney and the
right of inspection includes the right to copy and make extracts of documents.

      SECTION 2.  CHECKS, DRAFTS, ETC.  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 of Directors.

      SECTION 3.  ANNUAL REPORT TO SHAREHOLDERS.  The annual report to
                  -----------------------------                       
shareholders referred to in Section 1501 of the California Corporations Code is
expressly dispensed with so long as the corporation has fewer than one hundred
(100) holders of records of its shares, but nothing herein shall be interpreted
as prohibiting the Board from issuing annual or other periodic reports to
shareholders.

     A shareholder or shareholders holding at least five percent (5%) 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 (3)-month, six (6)-month or nine (9)-month period of the then current
fiscal year ended more than thirty (30) days prior to the date of the request
and a balance sheet of the corporation as of the end of such period and, in
addition, if no annual report for the last fiscal year has been sent to
shareholders, the annual report for the last fiscal year.  The corporation shall
use its best efforts to deliver the statement to the person making the request
within thirty (30) days thereafter.  A copy of any such statements shall be kept
on file in the principal executive office of the corporation for twelve (12)
months and they shall be exhibited at all reasonable times to any shareholder
demanding an examination of them or a copy shall be mailed to such shareholder.

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

                                       12
<PAGE>
 
the 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 4.  CONTRACTS AND INSTRUMENTS; HOW EXECUTED.  The Board of
                  ---------------------------------------               
Directors, except as otherwise provided in these bylaws, may authorize any
officer or officers, agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances; and, unless so authorized or
ratified by the Board of Directors or within the agency power of an officer,
agent or employee, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or to any amount.

      SECTION 5.  CERTIFICATE FOR SHARES.  Every holder of shares in the
                  ----------------------                                
corporation shall be entitled to have a certificate signed in the name of the
corporation by the Chairman or Vice Chairman of the Board or the President or
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 shareholder. Any of the
signatures on the certificate may be facsimile, provided that in such event at
least one (1) signature, including that of either officer or the corporation's
registrar or transfer agent, if any, shall be manually signed.  In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the corporation with the same effect as if such person were an officer,
transfer agent or registrar at the date of issue.

     Any such certificate shall also contain such legend or other statement as
may be required by Section 418 of the California Corporations Code, the
Corporate Securities Law of 1968, the federal securities laws, and any agreement
between the corporation and the issuee thereof.

     Certificates for shares may be issued prior to full payment under such
restrictions and for such purposes as the Board of Directors or the bylaws may
provide; provided, however, that any such certificate so issued prior to full
         --------  -------                                                   
payment shall state on the face thereof the amount remaining unpaid and the
terms of payment thereof.

      SECTION 6.  LOST CERTIFICATES.  No new certificate for shares shall be
                  -----------------                                         
issued in lieu of an old certificate unless the latter is surrendered and
canceled at the same time; provided, however, that a new certificate will be
                           --------  -------                                
issued without the surrender and cancellation of the old certificate if: the
old certificate is lost, apparently destroyed or wrongfully taken; 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;
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; the owner of the old certificate files a sufficient
indemnity bond with or provides other adequate security to the corporation; and
the owner satisfies any other reasonable requirements imposed by the
corporation. 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 Section 8104 and 8405 of
the California Uniform Commercial Code.

      SECTION 7.  REPRESENTATION OF SHARES OF OTHER CORPORATIONS.  The Chairman
                  ----------------------------------------------               
of the Board, the President or any Vice President and the Secretary or any
Assistant Secretary of this corporation are authorized to vote, represent and
exercise on behalf of this corporation all rights incident to any and all shares
of any other corporation or corporations standing in the name of this
corporation.  The authority herein granted to said officers to vote or represent
on behalf of this corporation any and all shares held by this corporation in any
other corporation or corporations may be exercised either by such officers in
person or by any other person authorized so to do by proxy or power of attorney
duly executed by said officers.

                                       13
<PAGE>
 
      SECTION 8.  INSPECTION OF BYLAWS.  The corporation shall keep in its
                  --------------------                                    
principal executive office in California, or, if its principal executive office
is not in California, then at its principal business office in California (or
otherwise provide upon written request of any shareholder) the original or a
copy of the bylaws as amended or otherwise altered to date, certified by the
secretary, which shall be open to inspection by the shareholders at all
reasonable times during office hours.

      SECTION 9.  CONSTRUCTION AND DEFINITIONS.  Unless the context otherwise
                  ----------------------------                               
requires, the general provisions, rules of construction and definitions
contained in the California Corporations Code 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.


                                  ARTICLE VII

                                  AMENDMENTS

      SECTION 1.  POWER OF SHAREHOLDERS.  New bylaws may be adopted or these
                  ---------------------                                     
bylaws may be amended or repealed by the affirmative vote or written consent of
the holders of a majority of the outstanding shares entitled to vote, except as
otherwise provided by law or by the Articles of Incorporation.

      SECTION 2.  POWER OF DIRECTORS.  In addition to the right of the
                  ------------------                                  
shareholders as provided in Section 1 of this Article VII to adopt, amend or
repeal bylaws, any bylaw, other than a bylaw or amendment thereof changing the
authorized number of directors (except to fix the authorized number of directors
pursuant to a bylaw providing for a variable number of directors), may be
adopted, amended or repealed by the Board of Directors.

                                       14