<PAGE>


                                                                     EXHIBIT 3.2


                                        BYLAWS
                                          OF
                                  MYLEX CORPORATION


                                      ARTICLE I

                                   OFFICES AND SEAL

     1.   OFFICES.   The registered office of the Corporation in the State of
Delaware shall be in the City of Wilmington, County of New Castle.  The
Corporation may also maintain such other offices at such other places, either
within or without the State of Delaware, as may be designated from time to time
by the Board of Directors.

     2.   CORPORATE SEAL.  A corporate seal shall not be requisite to the
validity of any instrument executed by or on behalf of the Corporation.
Nevertheless, if in any instance a corporate seal is used, the same shall be in
the form of a circle and shall bear the full name of the Corporation and the
year and state of incorporation, or words and figures of similar import.

                                      ARTICLE II

                                     STOCKHOLDERS

     1.   ANNUAL MEETING.  An annual meeting of stockholders shall be held at
such date and time as shall be designated by the Board of Directors and stated
in the notice of the meeting.  At the annual meeting, stockholders shall elect a
Board of Directors and transact such other business as may properly be brought
before the meeting.

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                                                                               2

     2.   SPECIAL MEETINGS.  Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board or
President and shall be called by the Chairman of the Board or President or
Secretary at the request in writing of a majority of the Board of Directors, or
at the request in writing of stockholders owning a majority of the entire
capital stock of the Corporation issued, outstanding, and entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting.

     3.   NOTICE FOR MEETINGS.  Written or printed notice stating the place, day
and hour of the meeting and in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) days before the date of the meeting, either personally or by mail, by or at
the direction of the officer or persons calling the meeting, to each stockholder
of record entitled to vote at such meeting.  Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the stockholder at his address as it appears on
the stock transfer books of the Corporation, with postage thereon prepaid.
Notice need not be given of an adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken, provided that
such adjournment is for less than thirty (30) days and further provided that a
new record date is not fixed for the adjourned meeting, in either of which
events, written notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at such meeting.  At any adjourned
meeting, any business may be transacted which might have

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                                                                               3

been transacted at the meeting as originally noticed.  A written waiver of
notice, whether given before or after the meeting to which it relates, shall be
equivalent to the giving of notice of such meeting to the stockholder or
stockholders signing such waiver.  Attendance of a stockholder at a meeting
shall constitute a waiver of notice of such meeting, except when the stockholder
attends for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.

     4.   FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.

          A.   In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix, in advance, a record date,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board of Directors, and which record date
shall not be more than sixty (60) nor less than ten (10) days before the date of
such meeting.

          B.   If no record date is fixed by the Board of Directors, the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held.  A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

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                                                                               4

          C.   In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten (10) days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors.  If no record date has been fixed by the Board of Directors, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of Directors is
required by these Bylaws, the Certificate of Incorporation or the laws of the
State of Delaware, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in Delaware, its principal
place of business or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of stockholders are recorded.
Delivery made to the corporation's registered office shall be by hand or by
certified or registered mail, return receipt requested.  If no record date has
been fixed by the Board of Directors and prior action by the Board of Directors
is required by these Bylaws, the Certificate of Incorporation or the laws of the
State of Delaware, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting shall be at the close
of business on the day on which the Board of Directors adopts the resolution
taking such prior action.

          D.   In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the


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                                                                               5

stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty (60) days prior to such
action.  If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

     1.   RECORD OF STOCKHOLDERS.  The officer who has charge of the stock
ledger of the Corporation shall prepare and make at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address and
the number of shares registered in the name of each stockholder.  Such list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least ten (10)
days prior to the meeting, either at the Company's headquarters, at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held.  The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder present.

     2.   QUORUM AND MANNER OF ACTING.  At any meeting of the stockholders, the
presence, in person or by proxy, of the holders of a majority of the outstanding
stock entitled to vote shall constitute a quorum.  All shares represented and

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                                                                               6

entitled to vote on any single subject matter which may be brought before the
meeting shall be counted for quorum purposes.  Only those shares entitled to
vote on a particular subject matter shall be counted for the purpose of voting
on that subject matter.  Business may be conducted once a quorum is present and
may continue to be conducted until adjournment SINE DIE, notwithstanding the
withdrawal or temporary absence of stockholders leaving less than a quorum.
Except as otherwise provided in the Delaware General Corporation Law, the
affirmative vote of the holders of a majority of the shares of stock then
represented at the meeting and entitled to vote thereat shall be the act of the
stockholders; provided, however, that if the shares of stock so represented are
less than the number required to constitute a quorum, the affirmative vote must
be such as would constitute a majority if a quorum were present, except that the
affirmative vote of the holders of a majority  of the shares of stock then
present is sufficient in all cases to adjourn a meeting.

     3.   VOTING.

          A.   At every meeting of the stockholders, each stockholder shall be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder.

          B.   At all meetings of stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact.  Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting.  No proxy shall be voted or
acted upon after three (3) years from its date, unless the proxy provides for a
longer period.

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                                                                               7

          C.   When a quorum is present at any meeting, the vote of the holders
of a majority of the voting power present, whether in person or represented by
proxy, shall decide any question brought before such meeting, unless the
question is one upon which, by express provision of the Delaware General
Corporation Law or of the Certificate of Incorporation, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.

          D.   Upon the demand of any stockholder, the vote for directors and
upon any question before the meeting shall be by ballot.

     1.   ORDER OF BUSINESS.  The order of business at all meetings of the
stockholders, shall be as follows:

          A.   Roll call.
          B.   Proof of notice of meeting or waiver of notice.
          C.   Reading of minutes of preceding meeting.
          D.   Reports of officers.
          E.   Reports of committees.
          F.   Elections, if any.
          G.   Unfinished business.
          H.   New business.

     The order of business may be changed by the vote of stockholders holding a
majority of the shares present in person or by proxy at such meeting and
entitled to vote thereat.

     1.   ACTION WITHOUT MEETING.

          A.   Unless otherwise provided in the Certificate of Incorporation,
any action required or permitted to be taken at any annual or special meeting of
stockholders may be taken without a meeting, without prior notice, and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding

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                                                                               8

stock 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 stockholders entitled
to vote thereon were present and voted and shall be delivered to the Corporation
by delivery to its registered office in Delaware, its principal place of
business or an officer or agent of the Corporation having custody of the book in
which proceedings of meetings of stockholders are recorded.  Delivery made to
the Corporation's registered office shall be by hand or by certified or
registered mail return receipt requested.

          B.   Every written consent shall bear the date of signature of each
stockholder or member who signs the consent, and no written consent shall be
effective to take the corporate action referred to therein unless, within sixty
(60) days of the earliest dated consent delivered in the manner required by this
section to the corporation, written consents signed by a sufficient number of
holders or members to take action are delivered to the corporation as provided
in subsection 9A above of this Article II.

          C.   Prompt notice of the taking of the corporation action without a
meeting by less than unanimous written consent shall be given to those
stockholders or members who have not consented in writing.  In the event that
the action which is consented to is such as would have required the filing of a
certificate under any other section of this title, if such action had been voted
on by stockholders or by members at a meeting thereof, the certificate filed
under such other section shall state, in lieu of any statement required by such
section concerning any vote of stockholders or members, that written consent has
been given in accordance with this section, and that written notice has been
given as provided in this section.


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                                                                               9

     1.   WAIVER OF NOTICE.  Attendance of a stockholder at a meeting shall
constitute waiver of notice of such meeting, except when such attendance at the
meeting is for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.  Any
stockholder may waive notice of any annual or special meeting of stockholders by
executing a written notice of waiver either before or after the time of the
meeting.

                                     ARTICLE III

                                  BOARD OF DIRECTORS

     1.   GENERAL POWERS.  The business and affairs of the Corporation shall be
managed by its Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts as are not by statute, the Certificate
of Incorporation, or these Bylaws directed or required to be exercised or done
by the stockholders.  The Directors shall in all cases act as a board, and they
may adopt such rules and regulations for the conduct of their meetings and the
management of the Corporation, as they may deem proper, not inconsistent with
these Bylaws, the Certificate of Incorporation of this Corporation, and the laws
of the State of Delaware.

     2.   NUMBER.  The Board of Directors shall consist of one (1) or more
members.  The number of Directors shall be set by the Board of Directors.  The
Directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 3 of this Article, and each Director elected shall hold
office until his or her successor is elected and qualified.  Directors need not
be stockholders.

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                                                                              10

     3.   VACANCIES.  Unless otherwise provided in the Certificate of
Incorporation, vacancies and newly created directorships resulting from any
increase in the authorized number of Directors may be filled by the affirmative
vote of a majority of the remaining Directors then in office, although less than
a quorum, or by a sole remaining Director, and the Directors so chosen shall
hold office until the next annual election and until their successors are duly
elected and qualified, unless sooner displaced.  If there are no Directors in
office, then an election of Directors may be held in the manner provided by
statute.

     4.   REGULAR MEETINGS.  Regular meetings of the Board of Directors may be
held without notice at such times as the Board shall from time to time by
resolution determine.

     5.   SPECIAL MEETINGS; NOTICE.  Special meetings of the Board may be called
by the Chairman of the Board or a majority of the Directors at the time in
office, on one (1) day's notice to each Director, either personally or by
telephone, or on five (5) days' notice if notice is given by mail or telegram.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail so addressed, with postage thereon prepaid.  If notice be
given by telegram, such notice shall be deemed to be delivered when the telegram
is delivered to the telegraph company.  The attendance of a Director at a
meeting shall constitute a waiver of notice of such meeting, except where a
Director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.  Any Director may waive



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                                                                              11

notice of any annual, regular, or special meeting of Directors by executing a
written notice of waiver either before or after the time of the meeting.

     6.   PLACE OF MEETINGS.  The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

     7.   QUORUM.  A majority of the membership of the Board of Directors shall
constitute a quorum and the concurrence of a majority of those present shall be
sufficient to conduct the business of the Board, except as may be otherwise
specifically provided by the Delaware General Corporation Law or by the
Certificate of Incorporation.  If a quorum shall not be present at any meeting
of the Board of Directors, the Directors then present may adjourn the meeting to
another time or place, without notice other than announcement at the meeting,
until a quorum shall be present.  The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the
Directors.

     8.   ACTION WITHOUT MEETING.  Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or Committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or Committee.

     9.   EXECUTIVE AND OTHER COMMITTEES.  The Board, by resolution, may
designate from among its members an executive committee and other committees,
each

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                                                                              12

consisting of three or more Directors. Each such committee shall serve at the
pleasure of the Board.

     10.  REMOVAL OF DIRECTORS.  Any or all of the Directors may be removed for
cause by vote of a majority of the stockholders or by action of the Board.
Directors may be removed without cause only by vote of the stockholders.

     11.  RESIGNATION.  A Director may resign at any time by giving written
notice to the Board.  Unless otherwise specified in the notice, the resignation
shall take effect upon receipt thereof by the Board and the acceptance of the
resignation shall not be necessary to make it effective.

     12.  COMPENSATION.  No compensation shall be paid to Directors, as such,
for their services.  However, the Board may, by resolution, authorize a fixed
sum and expenses for actual attendance at each regular or special meeting of the
Board.  Nothing herein contained shall be construed to preclude any Director
from serving the Corporation in any other capacity and receiving compensation
therefor.  Members of special or standing committees may be allowed like
compensation for attending committee meetings.  The amount or rate of such
compensation of members of the Board of Directors or of committees shall be
established by the Board of Directors and shall be set forth in the minutes of
the Board.

     13.  PRESUMPTION OF ASSENT.  A Director of the Corporation who is present
at a meeting of the Directors at which action on any corporate matter is taken
shall be presumed to have assented to the action taken unless his dissent shall
be entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the



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                                                                              13

person acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting.  Such right to
dissent shall not apply to a Director who voted in favor of such action.

                                      ARTICLE IV

                                       OFFICERS

     1.   NUMBER.  The Corporation shall have the following officers:  a
Chairman of the Board (who shall be a Director), a President, a Vice President,
a Secretary and a Treasurer.  At the discretion of the Board of Directors, the
Corporation may also have additional Vice Presidents, one or more Assistant Vice
Presidents, one or more Assistant Secretaries and one or more Assistant
Treasurers.  Any two or more offices may be held by the same person.

     2.   ELECTION AND TERM OF OFFICE.  The officers of the Corporation shall be
elected annually by the Board of Directors.  Each officer shall hold office
until his or her successor shall have been duly elected and qualified or until
his or her death or until he or she shall resign or shall have been removed in
the manner hereinafter provided.

     3.   REMOVAL.  Any officer may be removed by a majority of the whole Board
of Directors whenever in their judgment, the best interests of the Corporation
would be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.

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                                                                              14

     4.   VACANCIES.  A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the directors for the
unexpired portion of the term.

     5.   CHAIRMAN OF THE BOARD.  The Chairman of the Board, if one shall have
been appointed and be serving, shall preside at all meetings of the Board of
Directors and shall perform such other duties as from time to time may be
assigned to him or her.

     6.   PRESIDENT.  The President shall be the principal executive officer of
the Corporation and subject to the control of the Directors, shall in general
supervise and control all of the business and affairs of the Corporation.  The
President shall preside at all meetings of stockholders, and if a Chairman of
the Board shall not have been appointed or, having been appointed, shall not be
serving or be absent, the President shall preside at all meetings of the Board
of Directors.  He may sign, with the Secretary or any other proper officer of
the Corporation thereunto authorized by the Directors, certificates for shares
of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the Directors have authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Directors or
by these Bylaws to some other officer or agent of the Corporation, or shall be
required by law to be otherwise signed or executed; and in general shall perform
all duties incident to the office of President and such other duties as may be
prescribed by the Directors from time to time.

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                                                                              15

     7.   VICE PRESIDENT.  In the absence of the President or in event of his
death, inability or refusal to act, the Vice President shall perform the duties
of the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President.  The Vice President shall
perform such other duties as from time to time may be assigned to him by the
President or by the Directors.

     8.   SECRETARY.  The Secretary shall keep the minutes of the stockholders'
and of the Directors' meetings in one or more books provided for that purpose,
see that all notices are duly given in accordance with the provisions of these
Bylaws or as required, be custodian of the corporate records and of the seal of
the Corporation and keep a register of the post office address of each
stockholder which shall be furnished to the Secretary by such stockholder, have
general charge of the stock transfer books of the Corporation and in general
perform all duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him by the President or by the Directors.

     9.   TREASURER.  If required by the Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum and with such surety
or sureties as the Directors shall determine.  He shall have charge and custody
of and be responsible for all funds and securities of the Corporation; receive
and give receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these Bylaws.  He shall render financial statements to the President,
Directors, and stockholders at proper times.  The Treasurer shall have charge

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                                                                              16

of the preparation and filing of such reports, financial statements, and returns
as may be required by law.  He shall in general perform all of the duties
incident to the office of Treasurer and such other duties as from time to time
may be assigned to him by the President or by the Directors.

     10.  ASSISTANT OFFICERS.  Any persons elected as assistant officers shall
assist in the performance of the duties of the designated office and such other
duties as shall be assigned to them by any Vice President, the Secretary or the
Treasurer, as the case may be, or by the Board of Directors, the Chairman of the
Board, or the President.

     11.  SALARIES.  The salaries of the officers shall be fixed from time to
time by the Directors and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a Director of the Corporation.  The
salaries of the officers or the rate by which salaries are fixed shall be set
forth in the minutes of the meetings of the Board of Directors.

                                      ARTICLE V

                      INDEMNIFICATION OF DIRECTORS AND OFFICERS

     1.   GENERAL.  The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or 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, against expenses (including attorneys'
fees),

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                                                                              17

judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     2.   DERIVATIVE ACTIONS.  The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or 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, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery of the

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                                                                              18

State of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

     3.   INDEMNIFICATION IN CERTAIN CASES.  To the extent that a director,
officer, employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
Sections 1 and 2 of this Article V, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

     4.   PROCEDURE.  Any indemnification under Sections 1 and 2 of this Article
V (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in such Sections 1 and 2.
Such determination shall be made (a) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (b) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (c) by the stockholders.

     5.   ADVANCES FOR EXPENSES.  Expenses incurred by a director, officer,
employee, or agent of the Corporation in defending a civil or criminal action,
suit or proceeding shall be paid by the Corporation in advance of the final
disposition of such

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                                                                              19

action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount if it shall be
ultimately determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article V.

     6.   RIGHTS NOT-EXCLUSIVE.  The indemnification and advancement of expenses
provided by or granted pursuant to, the other Sections of this Article V shall
not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any law, by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

     7.   INSURANCE.  The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
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 against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Article V.

     8.   DEFINITION OF CORPORATION.  For the purposes of this Article V,
references to "the Corporation" include, in addition to the resulting
corporation, all constituent corporations (including any constituent of a
constituent) absorbed in consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees and agents so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is

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                                                                              20

or was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article V with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

     9.   OTHER DEFINITIONS.  For purposes of this Article V, references to
"other enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article V.

     10.  CONTINUATION OF RIGHTS.  The indemnification and advancement of
expenses provided by, or granted pursuant to this Article V shall continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such person.
No amendment to or repeal of this Article V shall apply to or have any effect
on, the rights of any director, officer, employee or agent under this Article V
which rights come into existence by virtue of acts or

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                                                                              21

omissions of such director, officer, employee or agent occurring prior to such
amendment or repeal.

                                      ARTICLE VI

                        CONTRACTS, LOANS, CHECKS AND DEPOSITS

     1.   CONTRACTS.  The Directors may authorize any officer or officers, agent
or agents, to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such authority may be general
or confined to specific instances.

     2.   LOANS.  No loans shall be contracted on behalf of the Corporation and
no evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Directors. Such authority may be general or confined to
specific instances.

     3.   CHECKS, DRAFTS, ETC.  All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall from time to time be determined by
resolution of the Directors.

     4.   DEPOSITS.  All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as the Directors may select.

                                     ARTICLE VII

                      CERTIFICATES FOR SHARES AND THEIR TRANSFER

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                                                                              22

     3.   CERTIFICATES FOR SHARES.  Certificates representing shares of the
Corporation shall be in such form as shall be determined by the Directors.  Such
certificates shall be signed by the President and by the Secretary or by such
other officers authorized by law and by the Directors.  All certificates for
shares shall be consecutively numbered or otherwise identified.  The name and
address of the stockholders, the number of shares and date of issue, shall be
entered on the stock transfer books of the Corporation.  All certificates
surrendered to the Corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued therefor upon such
terms and indemnity to the Corporation as the Directors may prescribe.

     4.   TRANSFERS OF SHARES.

          A.   Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the Corporation which shall be kept at its principal
office.

          B.   The Corporation shall be entitled to treat the holder of record
of any share as the holder in fact thereof, and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such share on the
part of any other person

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                                                                              23

whether or not it shall have express or other notice thereof, except as
expressly provided by the laws of Delaware.

                                     ARTICLE VIII

                                     FISCAL YEAR

          The fiscal year of the Corporation shall begin on the first day of
JANUARY and end on the last day of DECEMBER in each year.

                                     ARTICLE VIV

                                      AMENDMENTS

     These Bylaws may be repealed, altered or amended by the affirmative vote of
the holders of a majority of the stock issued and outstanding and entitled to
vote at any meeting of Stockholders or by resolution duly adopted by the
affirmative vote of not less than a majority of the Directors in office at any
annual or regular meeting of the Board of Directors or at any special meeting of
the Board of Directors if notice of the proposed repeal, alteration or amendment
be contained in the notice of such special meeting, and new Bylaws may be
adopted, at any time only by the Board of Directors.

     ADOPTED by the Board of Directors of the Corporation at ______________,
California, this _____ day of __________, 1997.


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                                                                       DIRECTORS