<PAGE>
                                                                     EXHIBIT 3.2



                              AMENDED AND RESTATED
                                     BYLAWS

                                       OF

                                      SM&A
                            a California corporation




<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                         Page
                                                                                         ----
<S>                                                                                      <C>
ARTICLE I .................................................................................1
     Section 1.     Principal Executive Office.............................................1
     Section 2.     Other Offices..........................................................1

ARTICLE II.................................................................................1
     Section 1.     Place of Meetings......................................................1
     Section 2.     Annual Meetings........................................................1
     Section 3.     Special Meetings.......................................................1
     Section 4.     Notice of Annual or Special Meeting....................................2
     Section 5.     Quorum.................................................................2
     Section 6.     Adjourned Meeting and Notice Thereof...................................2
     Section 7.     Voting.................................................................3
     Section 8.     Record Date............................................................5
     Section 9.     Consent of Absentees...................................................6
     Section 10.    Action Without Meeting.................................................6
     Section 11.    Proxies................................................................6
     Section 12.    Inspectors of Election.................................................6

ARTICLE III................................................................................7
     Section 1.     Powers.................................................................7
     Section 2.     Number of Directors....................................................8
     Section 3.     Election and Term of Office............................................8
     Section 4.     Vacancies..............................................................8
     Section 5.     Place of Meeting.......................................................9
     Section 6.     Regular Meetings.......................................................9
     Section 7.     Special Meetings.......................................................9
     Section 8.     Quorum................................................................10
     Section 9.     Participation in Meetings by Conference Telephone.....................10
     Section 10.    Waiver of Notice......................................................10
     Section 11.    Adjournment...........................................................10
     Section 12.    Fees and Compensation.................................................10
     Section 13.    Action Without Meeting................................................10
     Section 14.    Rights and Inspection.................................................11
     Section 15.    Committees............................................................11

ARTICLE IV................................................................................12
     Section 1.     Officers..............................................................12
     Section 2.     Election..............................................................12
     Section 3.     Subordinate Officers..................................................12
     Section 4.     Removal and Resignation...............................................12
     Section 5.     Vacancies.............................................................12
     Section 6.     Chairman of the Board.................................................12
     Section 7.     President.............................................................13
</TABLE>


                                      -1-

<PAGE>
<TABLE>
<CAPTION>
                                                                                         Page
                                                                                         ----
<S>                                                                                      <C>
     Section 8.     Vice President........................................................13
     Section 9.     Secretary.............................................................13
     Section 10.    Chief Financial Officer...............................................14

ARTICLE V ................................................................................14
     Section 1.     Inspection of Corporate Records.......................................14
     Section 2.     Inspection of Bylaws..................................................15
     Section 3.     Endorsement of Documents; Contracts...................................15
     Section 4.     Certificates of Stock.................................................15
     Section 5.     Representation of Shares of other Corporations........................16
     Section 6.     Stock Purchase Plans..................................................16
     Section 7.     Annual Report to Shareholders.........................................17
     Section 8.     Construction and Definitions..........................................17

ARTICLE VI................................................................................17
     Section 1.     Definitions...........................................................17
     Section 2.     Indemnification in Actions by Third Parties...........................17
     Section 3.     Indemnification in Actions by or in the Right of the Corporation......18
     Section 4.     Mandatory Indemnification Against Expenses............................18
     Section 5.     Required Determinations...............................................18
     Section 6.     Advance of Expenses...................................................19
     Section 7.     Other Indemnification.................................................19
     Section 8.     Circumstances Where Indemnification Not Permitted.....................19
     Section 9.     Insurance.............................................................19
     Section 10.    Nonapplicability to Fiduciaries of Employee Benefit Plans.............20

ARTICLE VII...............................................................................20
</TABLE>



                                      -2-
<PAGE>
                           AMENDED AND RESTATED BYLAWS

                      Bylaws for the regulation, except as
                      otherwise provided by statute or its
                            Articles of Incorporation
                                       of
                                      SM&A
                            a California corporation



                                    ARTICLE I
                                     OFFICES

        Section 1. Principal Executive Office. The principal executive office of
the Corporation shall be located at 4695 MacArthur Court, 8th Floor, Newport
Beach, CA 92660. The Board of Directors (herein called the "Board") is granted
full power and authority to change said principal executive office from one
location to another.

        Section 2. Other Offices. Branch or subordinate offices may be
established at any time by the Board at any place or places.

                                   ARTICLE II
                                  SHAREHOLDERS

        Section 1. Place of Meetings. Meetings of shareholders shall be held
either 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 or by the written consent of all persons entitled to vote thereat,
given either before or after the meeting and filed with the Secretary.

        Section 2. Annual Meetings. The annual meetings of the shareholders
shall be held on such date and at such time as may be fixed by the Board. At
such meetings, directors shall be elected and any other proper business may be
transacted.

        Section 3. Special Meetings. Special meetings of the shareholders may be
called at any time by the Board, the Chairman of the Board, the President, or by
the holders of shares entitled to cast not less than ten percent (10%) of the
votes at such meeting. Upon request in writing to the Chairman of the Board, the
President, any Vice President or the Secretary by any person (other than the
Board) entitled to call a special meeting of


<PAGE>

shareholders, the officer forthwith shall cause notice to be given to the
shareholders entitled to vote that a meeting will be held at a time requested by
the person or persons calling the meeting, not less than thirty-five nor more
than sixty days after the receipt of the request. If the notice is not given
within twenty days after receipt of the request, the persons entitled to call
the meeting may give the notice.

        Section 4. Notice of Annual or Special Meeting. Written notice of each
annual or special meeting of shareholders shall be given not less than ten nor
more than sixty days before the date of the meeting to each shareholder entitled
to vote thereat. Such notice shall state the place, date and hour of the meeting
and (i) in the case of a special meeting, the general nature of the business to
be transacted, and no other business may 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, but, subject to
the provisions of applicable law, any proper matter may be presented at the
meeting for such action. The notice of any meeting at which directors are to be
elected shall include the names of nominees intended at the time of the notice
to be presented by management for election.

          Notice of a shareholders' meeting shall be given either personally or
by mail or by other means of written communication, addressed to the shareholder
at the address of such shareholder appearing on the books of the Corporation or
given by the shareholder to the Corporation for the purpose of notice; or, if no
such address appears or is given, at the place where the principal executive
office of the Corporation is located or by publication at least once in a
newspaper of general circulation in the county in which the principal executive
office is located. Notice by mail shall be deemed to have been given at the time
a written notice is deposited in the United States mails, postage prepaid. Any
other written notice shall be deemed to have been given at the time it is
personally delivered to the recipient or is delivered to a common carrier for
transmission, or actually transmitted by the person given the notice by
electronic means, to the recipient.

        Section 5. Quorum. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. 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 have 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 6. Adjourned Meeting and Notice Thereof. Any shareholders'
meeting, whether or not a quorum is present, may be adjourned from time to time
by the vote of a majority of the



                                      -2-
<PAGE>

shares, the holders of which are either present in person or represented by
proxy thereat, but in the absence of a quorum (except as provided in Section 5
of this Article) no other business may be transacted at such meeting.

          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 at the meeting at which such adjournment is taken; provided,
however, when any shareholders' meeting is adjourned for more than 45 days or,
if after adjournment a new record date is fixed for the adjourned meeting,
notice of the adjourned meeting shall be given as in the case of an original
meeting.

        Section 7. Voting. The shareholders entitled to notice of any meeting or
to vote at any such meeting shall be only persons in whose name shares stand on
the stock records of the Corporation on the record date determined in accordance
with Section 8 of this Article.

          Voting shall in all cases be subject to the provisions of Chapter 7 of
the California General Corporation Law, and to the following provisions:

                (a) Subject to clause (g), shares held by an administrator,
        executor, guardian, conservator or custodian may be voted by such holder
        either in person or by proxy, without a transfer of such shares into the
        holder's name; and shares standing in the name of a trustee may be voted
        by the trustee, either in person or by proxy, but no trustee shall be
        entitled to vote shares held by such trustee without a transfer of such
        shares into the trustee's name.

                (b) Shares standing in the name of a receiver may be voted by
        such receiver; and shares held by or under the control of a receiver may
        be voted by such receiver without the transfer thereof into the
        receiver's name if authority to do so is contained in the order of the
        court by which such receiver was appointed.

                (c) Subject to the provisions of Section 705 of the California
        General Corporation Law and except where otherwise agreed in writing
        between the parties, a shareholder whose shares are pledged shall be
        entitled to vote such shares until the shares have been transferred into
        the name of the pledgee, and thereafter the pledgee shall be entitled to
        vote the shares so transferred.

                (d) Shares standing in the name of a minor may be voted and the
        Corporation may treat all rights incident thereto as exercisable by the
        minor, in person or by proxy, whether or not the Corporation has notice,
        actual or constructive, of the nonage, unless a guardian of the minor's



                                      -3-
<PAGE>

        property has been appointed and written notice of such appointment given
        to the Corporation.

                (e) Shares standing in the name of another corporation, domestic
        or foreign, may be voted by such officer, agent or proxyholder as the
        bylaws of such other corporation may prescribe or, in the absence of
        such provision, as the Board of Directors of such other corporation may
        determine or, in the absence of such determination, by the chairman of
        the board, president or any vice president of such other corporation.
        Shares which are purported to be voted or any proxy purported to be
        executed in the name of a corporation (whether or not any title of the
        person signing is indicated) shall be presumed to be voted or the proxy
        executed in accordance with the provisions of this subdivision, unless
        the contrary is shown.

                (f) Shares of the Corporation owned by any subsidiary shall not
        be entitled to vote on any matter.

                (g) Shares held by the Corporation in a fiduciary capacity, and
        shares of the issuing corporation held in a fiduciary capacity by any
        subsidiary, shall not be entitled to vote on any matter, except to the
        extent that the settlor or beneficial owner possesses and exercises a
        right to vote or to give the Corporation binding instructions as to how
        to vote such shares.

                (h) If shares stand of record in the names of two or more
        persons, whether fiduciaries, members of a partnership, joint tenants,
        tenants in common, husband and wife as community property, tenants by
        the entirety, voting trustees, persons entitled to vote under a
        shareholder voting agreement or otherwise, or if two or more persons
        (including proxyholders) have the same fiduciary relationship respecting
        the same shares, unless the secretary of the Corporation is given
        written notice to the contrary and is furnished with a copy of the
        instrument or order appointing them or creating the relationship wherein
        it is so provided, their acts with respect to voting shall have the
        following effect:

                        (i) If only one votes, such act binds all;

                        (ii) If more than one vote, the act of the majority so
                voting binds all;

                        (iii) If more than one vote, but the vote is evenly
                split on any particular matter, each faction may vote the
                securities in question proportionately.

        If the instrument so filed or the registration of the shares shows that
        any such tenancy is held in unequal interests, a majority or even split
        for the purpose of this section shall



                                      -4-
<PAGE>

        be a majority or even split in interest.

        Subject to the following sentence and to the provisions of Section 708
of the California General Corporation Law, every shareholder entitled to vote at
any election of directors may cumulate such shareholder's votes and give one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which the shareholder's shares are normally
entitled, or distribute the shareholder's votes on the same principle among as
many candidates as the shareholder thinks fit. No shareholder shall be entitled
to cumulate votes for any candidate or candidates pursuant to the preceding
sentence unless such candidate or candidates' names have been placed in
nomination prior to the voting and the shareholder has given notice at a meeting
prior to the voting of the shareholder's intention to cumulate the shareholder's
votes. If any one shareholder has given such notice, all shareholders may
cumulate their votes for candidates in nomination. At the time the Corporation
becomes a listed corporation within the meaning of Section 301.5 of the
California General Corporation Law, the provisions of this paragraph shall be of
no further force and effect and no shareholder shall be entitled to cumulate
such shareholder's votes at any election of directors.

        Elections need not be by ballot; provided, however, that all elections
for directors must be by ballot upon demand made by a shareholder at the meeting
and before the voting begins.

        In any election of directors, the candidates receiving the highest
number of votes of the shares entitled to be voted for them up to the number of
directors to be elected by such shares are elected.

        Section 8. Record Date. The Board may fix, in advance, a record date for
the determination of the shareholders entitled to notice of any meeting to vote
or entitled to receive payment of any dividend or other distribution, or any
allotment of rights, or to exercise rights in respect of any other lawful
action. The record date so fixed shall be not more than 60 days nor less than 10
days prior to the date of the meeting nor more than 60 days prior to any other
action. When a record date is so fixed, only shareholders of record on that date
are entitled to notice of and to vote at the meeting or to receive the dividend,
distribution, or allotment of rights, or to the exercise of the rights, as the
case may be, notwithstanding any transfer of shares on the books of the
Corporation after the record date. A determination of shareholders of record
entitled to notice of or to vote at a meeting of shareholders shall apply to any
adjournment of the meeting unless the Board fixes a new record date for the
adjourned meeting. The Board shall fix a new record date if the meeting is
adjourned for more than 45 days.

        If no record date is fixed by the Board, the record date for



                                      -5-
<PAGE>

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 next business day next preceding the day on which the meeting
is held. The record date for determining shareholders for any purpose other than
set forth in this Section 8 or Section 10 of this Article shall be at the close
of business on the day on which the Board adopts the resolution relating
thereto, or the sixtieth day prior to the date of such other action, whichever
is later.

        Section 9. Consent of Absentees. The transactions of any meeting of
shareholders, however called and noticed, and wherever held, are as valid as
though had at a meeting duly held after regular call and notice, if a quorum is
present either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote, not present in person or by
proxy, signs a written waiver of notice, or a consent to the holding of the
meeting or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Neither the business to be transacted at nor the purpose
of any regular or special meeting of shareholders need be specified in any
written waiver of notice, except as provided in Section 601(f) of the California
General Corporation Law.

        Section 10. Action Without Meeting. Subject to Section 603 of the
California General Corporation Law, any action which, under any provision of the
California General Corporation Law, may be taken at any annual or special
meeting of shareholders, may be taken without a meeting and without prior notice
if a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Unless a
record date for voting purposes be fixed as provided in Section 8 of this
Article, the record date for determining shareholders entitled to give consent
shall be the day on which the first written consent is given.

        Section 11. Proxies. Every person entitled to vote shares has the right
to do so either in person or by one or more persons authorized by a written
proxy executed by such shareholder and filed with the Secretary. Every proxy
duly executed shall continue in full force and effect until revoked by the
person executing it prior to the vote pursuant thereto effected by a writing
delivered to the Corporation stating that the proxy is revoked or by a
subsequent proxy executed by the person executing the prior proxy and presented
to the meeting, or by attendance at the meeting and voting in person by the
person executing the proxy; provided, however, that no proxy shall be valid
after the expiration of eleven months from the date of its execution unless
otherwise provided in the proxy.



                                      -6-
<PAGE>

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

        The duties of such inspectors shall be as prescribed by Section 707(b)
of the California General Corporation Law and shall include: determining the
number of shares outstanding and the voting power of each; the shares
represented at the meeting; the existence of a quorum; the authenticity,
validity and effect of proxies; receiving votes, ballots or consents; hearing
and determining all challenges and questions in any way arising in connection
with the right to vote; counting and tabulating all votes or consents;
determining when the polls shall close; determining the result; and doing such
acts as may be proper to conduct the election or vote with fairness to all
shareholders. If there are three inspectors of election, the decision, act or
certificate of a majority is effective in all respects as the decision, act or
certificate of all.

                                   ARTICLE III
                                    DIRECTORS

        Section 1. Powers. Subject to limitations of the Articles of
Incorporation, of these Bylaws and of the California General Corporation Law
relating to action required to be approved by the shareholders or by the
outstanding shares, the business and affairs of the Corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
Board. The Board may delegate the management of the day-to-day operation of the
business of the Corporation to a management company or other person provided
that the business and affairs of the Corporation shall be managed and all
corporate powers shall be exercised under the ultimate direction of the Board.
Without prejudice to such general powers, but subject to the same limitations,
it is hereby expressly declared that the Board shall have the following powers
in addition to the other powers enumerated in these Bylaws:

                (a) To select and remove all the other officers, agents and
        employees of the Corporation, prescribe the powers and duties for them
        as may not be inconsistent with applicable law, with the Articles of the
        Corporation or these



                                      -7-
<PAGE>

        Bylaws, fix their compensation and require from them security for
        faithful service.

                (b) To conduct, manage and control the affairs and business of
        the Corporation and to make such rules and regulations therefor not
        inconsistent with applicable law, or with the Articles of the
        Corporation or these Bylaws, as they may deem best.

                (c) 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.

                (d) To authorize the issuance of shares of stock of the
        Corporation from time to time, upon such terms and for such
        consideration as may be lawful.

                (e) To borrow money and incur indebtedness for the purposes of
        the Corporation, and to cause to be executed and delivered therefor, in
        the corporate name, promissory notes, bonds, debentures, deeds of trust,
        mortgages, pledges, hypothecation or other evidences of debt and
        securities thereof.

        Section 2. Number of Directors. The authorized number of directors shall
be, until changed by amendment of the Articles or by a Bylaw duly adopted by the
shareholders, such number as may from time to time be authorized by resolution
of the Board of Directors or the shareholders, provided that such number shall
not be less than five (5) nor more than nine (9).

        Section 3. Election and Term of Office. The directors shall be elected
at each annual meeting of the 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. Each director
shall hold office until the next annual meeting and until a successor has been
elected and qualified.

        Section 4. Vacancies. Any director may resign effective upon giving
written notice to the Chairman of the Board, the President, Secretary or the
Board, unless the notice specifies a later time for the effectiveness of such
resignation. If the resignation is effective at a future time, a successor may
be elected to take office when the resignation becomes effective.

        Vacancies in the Board, except those existing as a result of a 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 and until such
director's successor has been elected and qualified.



                                      -8-
<PAGE>

        A vacancy or vacancies in the Board shall be deemed to exist in the case
of the death, resignation or removal of any director, 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.

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

        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 other than to fill a vacancy created by removal requires the
consent of a majority of the outstanding shares entitled to vote. If the Board
accepts the resignation of a director tendered to take effect at a future time,
the Board 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 the director's term of
office.

        Section 5. Place of Meeting. Regular or special meetings of the Board
shall be held at any place within or without the State of California which has
been designated from time to time by the Board. In the absence of such
designation, regular meetings shall be held at the principal executive office of
the Corporation.

        Section 6. Regular Meetings. Immediately following each annual meeting
of shareholders, the Board shall hold a regular meeting for the purpose of
organization, election of officers and the transaction of other business. Call
and notice of all such regular meetings of the Board of Directors is hereby
dispensed with. Other regular meetings of the Board shall be held without call
on such dates and at such times as may be fixed by the Board, and shall be
subject to the notice requirements set forth in Section 7 hereof.

        Section 7. Special Meetings. Special meetings of the Board for any
purpose or purposes may be called at any time by the Chairman of the Board, the
President or the Secretary or by any two directors.

        Special meetings of the Board shall be held upon four days' written
notice or 48 hours' notice given personally or by telephone, telegraph,
telecopier, telex or other similar means of communication. Any such notice shall
be addressed or delivered to



                                      -9-
<PAGE>
each director at such director's address as it is shown upon the records of the
Corporation or as may have been given to the Corporation by the director for
purposes of notice or, if such address is not shown on such records or is not
readily ascertainable, at the place in which the meetings of the directors are
regularly held.

        Notice by mail shall be deemed to have been given at the time a written
notice is deposited in the United States mails, postage prepaid. Any other
written notice shall be deemed to have been given at the time it is personally
delivered to the recipient or is delivered to a common carrier for transmission,
or actually transmitted by the person giving the notice by electronic means, to
the recipient. Oral notice shall be deemed to have been given at the time it is
communicated in person or by telephone or wireless, to the recipient or to a
person at the office or residence of the recipient who the person giving the
notice has reason to believe will promptly communicate it to the recipient.

        Section 8. Quorum. One third of the authorized number of directors or
two directors, whichever is larger, constitutes a quorum of the Board for the
transaction of business, except to adjourn as hereinafter provided. 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,
unless a greater number be required by law or by the Articles. A meeting at
which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by
at least a majority of the required quorum for such meeting.

        Section 9. Participation in Meetings by Conference Telephone. Members of
the Board may participate in a meeting through use of conference telephone or
similar communications equipment, so long as all members participating in such
meeting can hear one another.

        Section 10. Waiver of Notice. The transactions of any meeting of the
Board, however called and noticed or wherever held, are as valid as though had
at a meeting duly held after regular call and notice if a quorum be present and
if, either before or after the meeting, each of the directors not present signs
a written waiver of notice, a consent to holding such a meeting or an approval
of the minutes thereof. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.

        Section 11. Adjournment. A majority of the directors present, whether or
not a quorum is present, may adjourn any directors' meeting to another time and
place. 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. If the meeting is adjourned for more than 24 hours,



                                      -10-
<PAGE>

notice of any adjournment to another time or place shall be given prior to the
time of the adjourned meeting to the directors who were not present at the time
of the adjournment.

        Section 12. 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 the Board.

        Section 13. Action Without Meeting. Any action required or permitted to
be taken by the Board may be taken without a meeting if all members of the Board
shall individually or collectively consent in writing to such action. Such
consent or consents shall have the same effect as a unanimous vote of the Board
and shall be filed with minutes of the proceedings of the Board.

        Section 14. Rights and Inspection. 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 also of its subsidiary corporations, domestic or foreign. Such
inspection by a director may be made in person or by agent or attorney and
includes the right to copy and obtain extracts.

        Section 15. Committees. The Board may appoint one or more committees,
each consisting of two or more directors, and delegate to such committees any of
the authority of the Board except with respect to:

                        (i) The approval of any action for which the California
                General Corporation Law also requires shareholders' 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 amendment or repeal of Bylaws or the adoption
                of new Bylaws;

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

                        (vi) A distribution to the shareholders of the
                Corporation except at a rate or in a periodic amount or within a
                price range determined by the Board; or

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



                                      -11-
<PAGE>

        Any such committee must be appointed by resolution adopted by a majority
of the authorized number of directors and may be designated an Executive
Committee or by such other name as the Board shall specify. The Board shall have
the power to prescribe the manner in which proceedings of any such committee
shall be conducted. In the absence of any such prescription, such committee
shall have the power to prescribe the manner in which its proceedings shall be
conducted. Unless the Board or such committee shall otherwise provide, the
regular and special meetings and other actions of any such committee shall be
governed by the provisions of this Article applicable to meetings and actions of
the Board. Minutes shall be kept of each meeting of each committee.

                                   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, a Chairman of the Board, one or more Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Financial
Officers and such other officers as may be elected or appointed in accordance
with the provisions of Section 3 of this Article.

        Section 2. Election. The officers of the Corporation, except such
officers as may be elected or appointed in accordance with the provisions of
Section 3 or Section 5 of this Article, shall be chosen annually by, and shall
serve at the pleasure of the Board, and shall hold their respective offices
until their resignation, removal or other disqualification from service, or
until their respective successors shall be elected.

        Section 3. Subordinate Officers. The Board may elect, 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 such period, have such authority
and perform such duties as are provided in these Bylaws or as the Board may from
time to time determine.

        Section 4. Removal and Resignation. Any officer may be removed, either
with or without cause, by the Board of Directors at any time or, except in the
case of an officer chosen by the Board, by any officer upon whom such power of
removal may be conferred by the Board. Any such removal shall be without
prejudice to the rights, if any, of the officer under any contract of
employment.

        Any officer may resign at any time by giving written notice to the
Corporation, but without prejudice to the rights, if any, of the Corporation
under any contract to which the officer is



                                      -12-
<PAGE>

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 these Bylaws for regular election or appointment 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 and exercise and perform such other powers and duties as may be from time
to time assigned by the Board.

        Section 7. President. Subject to such powers, if any, as may be given by
the Board to the Chairman of the Board, if there be such an officer, the
President is the general manager and chief executive officer of the Corporation
and has, subject to the control of the Board, general supervision, direction and
control of the business and officers of the Corporation. The President 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. The President
has the general powers and duties of management usually vested in the office of
president and general manager of a corporation and such other powers and duties
as may be prescribed by the Board.

        Section 8. Vice President. In the absence or disability of the
President, the Vice Presidents in order of their rank as fixed by the Board or,
if not ranked, the Vice President designated by the Board, shall perform all the
duties of the President and, when so acting, shall have all the powers of, and
be 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.

        Section 9. Secretary. The Secretary shall keep or cause to be kept, at
the principal executive office and such other place as the Board may order, a
book of minutes of all meetings of shareholders, the Board and its committees,
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 Board
and 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, a copy of the Bylaws of the Corporation at the principal
executive offices or business office in accordance with Section 213 of the
California General Corporation Law.

        The Secretary shall keep, or cause to be kept, at the



                                      -13-
<PAGE>

principal executive office or at the office of the Corporation's transfer agent
or registrar, if one be appointed, 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.

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

        Section 10. Chief Financial Officer. The Chief Financial Officer is the
chief financial officer of the Corporation and shall keep and maintain, or cause
to be kept and maintained, adequate and correct accounts of the properties and
business transactions of the Corporation, and shall send or cause to be sent to
the shareholders of the Corporation such financial statements and reports as are
by law or these Bylaws required to be sent to them. The books of account shall
at all 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. The Chief Financial Officer shall disburse the funds
of the Corporation as may be ordered by the Board, shall render to the President
and directors, whenever they request it, an account of all transactions entered
into 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.

                                    ARTICLE V
                                OTHER PROVISIONS


        Section 1. Inspection of Corporate Records.

                (a) A shareholder or shareholders holding at least five percent
        (5%) in the aggregate of the outstanding voting shares of the
        Corporation shall have an absolute right to do either or both of the
        following:

                        (i) Inspect and copy the record of shareholders' names
                and addresses and shareholdings during usual business hours upon
                five business days' prior written demand upon the Corporation;
                or

                        (ii) Obtain from the transfer agent, if any,



                                      -14-
<PAGE>

                for the Corporation, upon five business days' prior written
                demand and upon the tender of its usual charges for such a list
                (the amount of which charges shall be stated to the shareholder
                by the transfer agent upon request), 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.

                (b) The record of shareholders shall also be open to inspection
        and copying by any shareholder or holder of a voting trust certificate
        at any time during usual business hours upon written demand on the
        Corporation, for a purpose reasonably related to such holder's interest
        as a shareholder or holder of a voting trust certificate.

                (c) The accounting books and records and minutes of proceedings
        of the shareholders and the Board and committees of the Board shall be
        open to inspection upon 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 a holder of such voting
        trust certificate.

                (d) Any inspection and copying under this Article may be made in
        person or by agent or attorney.

        Section 2. Inspection of Bylaws. The Corporation shall keep in its
principal executive office the original or a copy of these Bylaws as amended to
date, which shall be open to inspection by shareholders at all reasonable times,
during office hours. If the principal executive office of the Corporation is
located outside the State of California and the Corporation has no principal
business office in such state, it shall upon the written notice of any
shareholder furnish to such shareholder a copy of these Bylaws as amended to
date.

        Section 3. Endorsement of Documents; Contracts. Subject to the
provisions of applicable law, any note, mortgage, evidence of indebtedness,
contract, share certificate, conveyance or other instrument in writing and any
assignment or endorsements thereof executed or entered into between the
Corporation and any other person, when signed by the Chairman of the Board, the
President or any Vice President and the Secretary, any Assistant Secretary, the
Chief Financial Officer or any Assistant Financial Officer of the Corporation
shall be valid and binding on the Corporation in the absence of actual knowledge
on the part of the other person that the signing officers had no authority to
execute the same. Any such instruments may be signed by another person or
persons and in such manner as from time to time shall be determined by the
Board,



                                      -15-
<PAGE>

and, unless so authorized by the Board, 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 amount.

        Section 4. Certificates of Stock. Every holder of shares of the
Corporation shall be entitled to have a certificate signed in the name of the
Corporation by the Chairman of the Board, the President or a Vice President and
by the Chief Financial Officer or an Assistant Financial Officer or the
Secretary or an Assistant Secretary, certifying the number of shares and the
class or series of shares owned by the shareholder. Any or all of the signatures
on the certificate may be facsimile. If 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.

        Certificates for shares may be issued prior to full payment under such
restrictions and for such purposes as the Board may provide; provided, however,
that on any certificate issued to represent any partly paid shares, the total
amount of the consideration to be paid therefor and the amount paid thereon
shall be stated.

        Except as provided in this section, no new certificate for shares shall
be issued in lieu of an old one unless the latter is surrendered and cancelled
at the same time. The Board may, however, if any certificate for shares is
alleged to have been lost, stolen or destroyed, authorize the issuance of a new
certificate in lieu thereof, and the Corporation may require that the
Corporation be given a bond or other adequate security sufficient to indemnify
it against any claim that may be made against it (including expense or
liability) on account of the alleged loss, theft or destruction of such
certificate or the issuance of such new certificate.

        Section 5. Representation of Shares of other Corporations. The President
or any other officer or officers authorized by the Board or the President are
each authorized to vote, represent and exercise on behalf of the Corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of the Corporation. The authority herein granted may be
exercised either by any such officer in person or by any other person authorized
so to do by proxy or power of attorney duly executed by said officer.

        Section 6. Stock Purchase Plans. The Corporation may adopt and carry out
a stock purchase plan or agreement or stock option plan or agreement providing
for the issue and sale for such consideration as may be fixed of its unissued
shares, or of issued



                                      -16-
<PAGE>

shares acquired or to be acquired, to one or more of the employees or directors
of the Corporation or of a subsidiary or to a trustee on their behalf and for
the payment for such shares in installments or at one time, and may provide for
aiding any such persons in paying for such shares by compensation for services
rendered, promissory notes or otherwise.

        Any such stock purchase plan or agreement or stock option plan or
agreement may include, among other features, the fixing of eligibility for
participation therein, the class and price of shares to be issued or sold under
the plan or agreement, the number of shares which may be subscribed for, the
method of payment therefor, the reservation of title until full payment
therefor, the effect of the termination of employment and option or obligation
on the part of the Corporation to repurchase the shares upon termination of
employment, restrictions upon transfer of the shares, the time limits of and
termination of the plan, and any other matters, not in violation of applicable
law, as may be included in the plan as approved or authorized by the Board or
any committee of the Board.

        Section 7. Annual Report to Shareholders. The annual report to
shareholders referred to in Section 1501 of the California General Corporation
Law is expressly waived, but nothing herein shall be interpreted as prohibiting
the Board from issuing annual or other periodic reports to shareholders.

        Section 8. Construction and Definitions. Unless the context otherwise
requires, the general provisions, rules of construction and definitions
contained in the General Provisions of the California Corporations Code and in
the California General Corporation Law shall govern the construction of these
Bylaws.

                                   ARTICLE VI
                                 INDEMNIFICATION

        Section 1. Definitions. For the purposes of this Article, "agent" means
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 foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, or was a director,
officer, employee or agent of a foreign or domestic corporation which was a
predecessor corporation of the Corporation or of another enterprise at the
request of such predecessor corporation. "Proceeding" means any threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative and "expenses" includes without limitation
attorneys' fees and any expenses of establishing a right to indemnification
under Sections 4 or 5(d).

        Section 2. Indemnification in Actions by Third Parties. The Corporation
shall have power to indemnify any person who was



                                      -17-
<PAGE>

or is a party or is threatened to be made a party to any proceeding (other than
an action by or in the right of the Corporation to procure a judgment in its
favor) by reason of the fact that such person is or was an agent of the
Corporation, against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with such proceeding if such
person acted in good faith and in a manner such person reasonably believed to be
in the best interests of the Corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of such person was
unlawful. The termination of any 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 the person reasonably believed to be in the best interests of the
Corporation or that the person had reasonable cause to believe that the person's
conduct was unlawful.

        Section 3. Indemnification in Actions by or in the Right of the
Corporation. The Corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action by or in the right of the Corporation to procure a judgment
in its favor by reason of the fact that such person is or was an agent of the
Corporation, against expenses actually and reasonably incurred by such person in
connection with the defense or settlement of such action, provided that no such
person shall be indemnified for acts, omissions or transactions for which
California Corporations Code Section 204(a)(10) disallows eliminating or
limiting the personal liability of a director. No indemnification shall be made
under this Section 3 for any of the following:

                (a) In respect of any claim, issue or matter as to which such
        person shall have been adjudged to be liable to the Corporation in the
        performance of such person's duty to the Corporation and its
        shareholders, unless and only to the extent that the court in which such
        proceeding is or was pending shall determine upon application that, in
        view of all the circumstances of the case, such person is fairly and
        reasonably entitled to indemnity for expenses and then only to the
        extent that the court shall determine;

                (b) Of amounts paid in settling or otherwise disposing of a
        pending action without court approval; or

                (c) Of expenses incurred in defending a pending action which is
        settled or otherwise disposed of without court approval.

        Section 4. Mandatory Indemnification Against Expenses. To the extent
that an agent of the Corporation has been successful on the merits in defense of
any proceeding referred to in Sections 2 or 3 or in defense of any claim, issue
or matter therein, the



                                      -18-
<PAGE>

agent shall be indemnified against expenses actually and reasonably incurred by
the agent in connection therewith.

        Section 5. Required Determinations. Except as provided in Section 4, any
indemnification under this Article shall be made by the Corporation only if
authorized in the specific case, upon a determination that indemnification of
the agent is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in Sections 2 or 3, by any of the
following:

                (a) A majority vote of a quorum consisting of directors who are
        not parties to such proceeding;

                (b) If a quorum of directors is not obtainable, by independent
        legal counsel in a written opinion;

                (c) Approval of the shareholders, with the shares owned by the
        person to be indemnified not being entitled to vote thereon; or

                (d) The court in which such proceeding is or was pending upon
        application made by the Corporation or the agent or the attorney or
        other person rendering services in connection with the defense, whether
        or not such application by the agent, attorney or other person is
        opposed by the Corporation.

        Section 6. Advance of Expenses. Expenses incurred in defending any
proceeding may be advanced by the Corporation prior to the final disposition of
such proceeding upon receipt of an undertaking by or on behalf of the agent to
repay such amount if it shall be determined ultimately that the agent is not
entitled to be indemnified as authorized in this Article.

        Section 7. Other Indemnification. The indemnification provided by this
section shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in an official capacity
and as to action in another capacity while holding such office, to the extent
such additional rights to indemnification are authorized in the Articles of this
corporation. The rights to indemnity hereunder 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 the person. Nothing
contained in this Article shall affect any right to indemnification to which
persons other than such directors and officers may be entitled by contract or
otherwise.

        Section 8. Circumstances Where Indemnification Not Permitted. No
indemnification or advance shall be made under this Article, except as provided
in Sections 4 or 5(d), in any circum-



                                      -19-
<PAGE>

stance where it appears:

                (a) That it would be inconsistent with a provision of the
        Articles, a resolution of the shareholders or an agreement in effect at
        the time of the occurrence of the alleged cause of action asserted in
        the proceeding in which the expenses were incurred or other amounts were
        paid, which prohibits or otherwise limits indemnification; or

                (b) That it would be inconsistent with any condition expressly
        imposed by a court in approving a settlement.

        Section 9. Insurance. The Corporation shall have power to purchase and
maintain insurance on behalf of any agent of the Corporation against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such whether or not the Corporation would have the
power to indemnify the agent against such liability under the provisions of this
Article.

        Section 10. Nonapplicability to Fiduciaries of Employee Benefit Plans.
This Article does not apply to a proceeding against any trustee, investment
manager or other fiduciary of an employee benefit plan in such person's capacity
as such, even though such person may also be an agent as defined in Section 1 of
the employer Corporation. The Corporation shall have power to indemnify such a
trustee, investment manager or other fiduciary to the extent permitted by
subdivision (f) of Section 207 of the California General Corporation Law.

                                   ARTICLE VII
                                   AMENDMENTS

        These Bylaws may be amended or repealed either by approval of the
outstanding shares or by the approval of the Board; provided, however, that
after the issuance of shares, a Bylaw specifying or changing a fixed number of
directors or the maximum or minimum number or changing from a fixed to a
variable Board or vice versa may only be adopted by approval of the outstanding
shares.



                                      -20-