EXHIBIT 3.1: BYLAWS














                                     BYLAWS


                                       OF


                           SIERRA MONITOR CORPORATION


                          (restated as of May 19, 1998)


                                    BYLAWS OF


                           SIERRA MONITOR CORPORATION




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<TABLE>

                                TABLE OF CONTENTS

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                                                                                                                   Page
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<S>                                                                                                                <C>
ARTICLE I                                                                                                           1
         1.1      PRINCIPAL OFFICE                                                                                  1
         1.2      OTHER OFFICES                                                                                     1
ARTICLE II                                                                                                          1
         2.1      PLACE OF MEETINGS                                                                                 1
         2.2      ANNUAL MEETING                                                                                    1
         2.3      SPECIAL MEETING                                                                                   1
         2.4      NOTICE OF SHAREHOLDERS' MEETINGS                                                                  2
         2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE                                                      2
         2.6      QUORUM                                                                                            3
         2.7      ADJOURNED MEETING; NOTICE                                                                         3
         2.8      VOTING                                                                                            3
         2.9      VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT                                                 4
         2.10     SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING                                           4
         2.11     RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS                                       5
         2.12     PROXIES                                                                                           5
         2.13     INSPECTORS OF ELECTION                                                                            6
ARTICLE III                                                                                                         7
         3.1      POWERS                                                                                            7
         3.2      NUMBER OF DIRECTORS                                                                               7
         3.3      ELECTION AND TERM OF OFFICE OF DIRECTORS                                                          7
         3.4      RESIGNATION AND VACANCIES                                                                         7
         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE                                                          8
         3.6      REGULAR MEETINGS                                                                                  8
         3.7      SPECIAL MEETINGS; NOTICE                                                                          8
         3.8      QUORUM                                                                                            8
         3.9      WAIVER OF NOTICE                                                                                  9
         3.10     ADJOURNMENT                                                                                       9
         3.11     NOTICE OF ADJOURNMENT                                                                             9
         3.12     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING                                                 9
         3.13     FEES AND COMPENSATION OF DIRECTORS                                                                9
         3.14     APPROVAL OF LOANS TO OFFICERS*                                                                   10
ARTICLE IV                                                                                                         11
         4.1      COMMITTEES OF DIRECTORS                                                                          11
         4.2      MEETINGS AND ACTION OF COMMITTEES                                                                11
ARTICLE V                                                                                                          12
         5.1      OFFICERS                                                                                         12
         5.2      ELECTION OF OFFICERS                                                                             12
         5.3      SUBORDINATE OFFICERS                                                                             12
         5.4      REMOVAL AND RESIGNATION OF OFFICERS                                                              12
         5.5      VACANCIES IN OFFICES                                                                             12
         5.6      CHAIRMAN OF THE BOARD                                                                            12
         5.7      PRESIDENT                                                                                        13

                                                              i
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                                TABLE OF CONTENTS
                                   (continued)



         5.8      VICE PRESIDENTS                                                                                  13
         5.9      SECRETARY                                                                                        13
         5.10     CHIEF FINANCIAL OFFICER                                                                          13
ARTICLE VI                                                                                                         14
         6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS                                                        14
         6.2      INDEMNIFICATION OF OTHERS                                                                        14
         6.3      PAYMENT OF EXPENSES IN ADVANCE                                                                   14
         6.4      INDEMNITY NOT EXCLUSIVE                                                                          14
         6.5      INSURANCE INDEMNIFICATION                                                                        15
         6.6      CONFLICTS                                                                                        15
ARTICLE VII                                                                                                        15
         7.1      MAINTENANCE AND INSPECTION OF SHARE REGISTER                                                     15
         7.2      MAINTENANCE AND INSPECTION OF BYLAWS                                                             16
         7.3      MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS                                            16
         7.4      INSPECTION BY DIRECTORS                                                                          16
         7.5      ANNUAL REPORT TO SHAREHOLDERS; WAIVER                                                            16
         7.6      FINANCIAL STATEMENTS                                                                             17
         7.7      REPRESENTATION OF SHARES OF OTHER CORPORATIONS                                                   17
ARTICLE VIII                                                                                                       17
         8.1      RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING                                            17
         8.2      CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS                                                        18
         8.3      CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED                                               18
         8.4      CERTIFICATES FOR SHARES                                                                          18
         8.5      LOST CERTIFICATES                                                                                18
         8.6      CONSTRUCTION; DEFINITIONS                                                                        19
ARTICLE IX                                                                                                         19
         9.1      AMENDMENT BY SHAREHOLDERS                                                                        19
         9.2      AMENDMENT BY DIRECTORS                                                                           19

                                                         ii
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                                     BYLAWS


                                       OF


                           SIERRA MONITOR CORPORATION

                                   ARTICLE I

                                CORPORATE OFFICES


1.1      PRINCIPAL OFFICE

         The  board  of  directors  shall  fix  the  location  of the  principal
executive  office of the corporation at any place within or outside the State of
California.  If the principal executive office is located outside such state and
the corporation has one or more business  offices in such state,  then the board
of directors shall fix and designate a principal business office in the State of
California.


1.2      OTHER OFFICES

         The board of directors may at any time establish  branch or subordinate
offices  at any  place or  places  where  the  corporation  is  qualified  to do
business.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS



2.1      PLACE OF MEETINGS

         Meetings of  shareholders  shall be held at any place within or outside
the State of California designated by the board of directors.  In the absence of
any such  designation,  shareholders'  meetings  shall be held at the  principal
executive office of the corporation.


2.2      ANNUAL MEETING

         The annual  meeting of  shareholders  shall be held each year on a date
and at a time  designated  by the board of  directors.  In the  absence  of such
designation,  the  annual  meeting of  shareholders  shall be held on the second
Tuesday of April in each year at 9:00 a.m. However, if such day falls on a legal
holiday,  then the meeting  shall be held at the same time and place on the next
succeeding full business day. At the meeting,  directors  shall be elected,  and
any other proper business may be transacted.


2.3      SPECIAL MEETING

         A special meeting of the  shareholders may be called at any time by the
board of directors,  or by the chairman of the board, or by the president, or by
one or more  shareholders  holding shares in the aggregate  entitled to cast not
less than ten percent (10%) of the votes at that meeting.

         If a special  meeting is called by any person or persons other than the
board of  directors  or the  president  or the  chairman of the board,  then the
request shall be in writing, specifying the time of such meeting and the general
nature  of the  business  proposed  to be  transacted,  and  shall be  delivered

                                      -1-
<PAGE>


personally  or sent by  registered  mail or by  telegraphic  or other  facsimile
transmission to the chairman of the board, the president,  any vice president or
the secretary of the corporation.  The officer receiving the request shall cause
notice to be promptly given to the shareholders  entitled to vote, in accordance
with the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will
be held at the time requested by the person or persons  calling the meeting,  so
long as that time is not less than  thirty-five  (35) nor more than  sixty  (60)
days after the receipt of the request.  If the notice is not given within twenty
(20) days after  receipt of the request,  then the person or persons  requesting
the meeting may give the notice.  Nothing  contained  in this  paragraph of this
Section 2.3 shall be construed as limiting,  fixing or affecting the time when a
meeting of shareholders called by action of the board of directors may be held.


2.4      NOTICE OF SHAREHOLDERS' MEETINGS

         All  notices of  meetings of  shareholders  shall be sent or  otherwise
given in accordance with Section 2.5 of these bylaws not less than ten (10) (or,
if sent by  third-class  mail  pursuant to Section 2.5 of these  bylaws,  thirty
(30)) nor more than sixty (60) days before the date of the  meeting.  The notice
shall specify 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  (no
business  other than that  specified in the notice may be transacted) or (ii) in
the case of the annual meeting,  those matters which the board of directors,  at
the time of giving the notice, intends to present for action by the shareholders
(but  subject to the  provisions  of the next  paragraph of this Section 2.4 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 name of any
nominee or nominees who, at the time of the notice, the board intends to present
for election.

         If action is proposed to be taken at any meeting for  approval of (i) a
contract or transaction  in which a director has a direct or indirect  financial
interest,  pursuant to Section 310 of the  Corporations  Code of California (the
"Code"), (ii) an amendment of the articles of incorporation, pursuant to Section
902 of the Code, (iii) a reorganization of the corporation,  pursuant to Section
1201 of the Code, (iv) a voluntary  dissolution of the corporation,  pursuant to
Section 1900 of the Code, or (v) a  distribution  in  dissolution  other than in
accordance with the rights of outstanding preferred shares,  pursuant to Section
2007 of the Code,  then the notice  shall also state the general  nature of that
proposal.


2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

         Written notice of any meeting of shareholders shall be given either (i)
personally or (ii) by first-class  mail or (iii) by third-class mail but only if
the corporation  has outstanding  shares held of record by five hundred (500) or
more persons  (determined  as provided in Section 605 of the Code) on the record
date for the  shareholders'  meeting,  or (iv) by  telegraphic  or other written
communication.  Notices not personally  delivered  shall be sent charges prepaid
and shall be addressed  to the  shareholder  at the address of that  shareholder
appearing on the books of the  corporation  or given by the  shareholder  to the
corporation  for the  purpose  of  notice.  If no such  address  appears  on the
corporation's  books or is given,  notice  shall be deemed to have been given if
sent to that  shareholder by mail or telegraphic or other written  communication
to the corporation's  principal  executive office, or if published at least once
in a  newspaper  of  general  circulation  in the county  where  that  office is
located.  Notice  shall be deemed to have been given at the time when  delivered
personally  or  deposited  in the mail or sent by  telegram  or  other  means of
written communication.

         If any  notice  addressed  to a  shareholder  at the  address  of  that
shareholder  appearing  on the  books  of the  corporation  is  returned  to the
corporation  by the United  States  Postal  Service  marked to indicate that the
United States Postal Service is unable to deliver the notice to the  shareholder
at that address, then all future notices or reports shall be deemed to have been
duly  given  without  further  mailing  if the same 



                                      -2-
<PAGE>

shall be available to the  shareholder on written  demand of the  shareholder at
the principal  executive  office of the corporation for a period of one (1) year
from the date of the giving of the notice.

         An  affidavit of the mailing or other means of giving any notice of any
shareholders'  meeting,  executed by the secretary,  assistant  secretary or any
transfer  agent of the  corporation  giving  the  notice,  shall be prima  facie
evidence of the giving of such notice.


2.6      QUORUM

         The  presence in person or by proxy of the holders of a majority of the
shares  entitled to vote thereat  constitutes  a quorum for the  transaction  of
business at all meetings 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
leave less than a quorum,  if any  action  taken  (other  than  adjournment)  is
approved by at least a majority of the shares required to constitute a quorum.


2.7      ADJOURNED MEETING; NOTICE

         Any shareholders' meeting,  annual or special,  whether or not a quorum
is present,  may be  adjourned  from time to time by the vote of the majority of
the shares  represented  at that meeting,  either in person or by proxy.  In the
absence of a quorum,  no other business may be transacted at that meeting except
as provided in Section 2.6 of these bylaws.

         When  any  meeting  of  shareholders,  either  annual  or  special,  is
adjourned  to another time or place,  notice need not be given of the  adjourned
meeting  if the time  and  place  are  announced  at the  meeting  at which  the
adjournment is taken. However, if a new record date for the adjourned meeting is
fixed or if the  adjournment is for more than forty-five (45) days from the date
set for the original  meeting,  then notice of the  adjourned  meeting  shall be
given.  Notice of any such adjourned  meeting shall be given to each shareholder
of record  entitled  to vote at the  adjourned  meeting in  accordance  with the
provisions of Sections 2.4 and 2.5 of these bylaws. At any adjourned meeting the
corporation  may transact any business  which might have been  transacted at the
original meeting.


2.8      VOTING

         The shareholders  entitled to vote at any meeting of shareholders shall
be determined in accordance with the provisions of Section 2.11 of these bylaws,
subject to the  provisions of Sections 702 through 704 of the Code  (relating to
voting  shares held by a  fiduciary,  in the name of a  corporation  or in joint
ownership).

         The  shareholders'  vote may be by voice vote or by  ballot;  provided,
however,  that any election for  directors  must be by ballot if demanded by any
shareholder at the meeting and before the voting has begun.

         Except as provided in the last paragraph of this Section 2.8, or as may
be otherwise provided in the articles of incorporation,  each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote of the  shareholders.  Any  shareholder  entitled to vote on any matter may
vote part of the shares in favor of the  proposal  and  refrain  from voting the
remaining  shares or, except when the matter is the election of  directors,  may
vote them against the  proposal;  but, if the  shareholder  fails to specify the
number  of shares  which the  shareholder  is voting  affirmatively,  it will be
conclusively  presumed that the shareholder's  approving vote is with respect to
all shares which the shareholder is entitled to vote.



                                      -3-
<PAGE>

         If a quorum is present,  the  affirmative  vote of the  majority of the
shares  represented  and  voting at a duly held  meeting  (which  shares  voting
affirmatively  also constitute at least a majority of the required quorum) shall
be the act of the shareholders, unless the vote of a greater number or a vote by
classes is required by the Code or by the articles of incorporation.

         At a  shareholders'  meeting at which  directors  are to be elected,  a
shareholder  shall be entitled to cumulate votes (i.e., cast for any candidate a
number of votes greater than the number of votes which such shareholder normally
is entitled  to cast) if the  candidates'  names have been placed in  nomination
prior to  commencement  of the voting and the shareholder has given notice prior
to commencement of the voting of the shareholder's  intention to cumulate votes.
If any shareholder has given such a notice,  then every shareholder  entitled to
vote may cumulate  votes for  candidates in nomination  either (i) by giving one
candidate  a number of votes  equal to the  number of  directors  to be  elected
multiplied  by the  number  of votes  to which  that  shareholder's  shares  are
normally  entitled or (ii) by distributing the  shareholder's  votes on the same
principle among any or all of the candidates, as the shareholder thinks fit. The
candidates  receiving the highest number of affirmative  votes, up to the number
of directors to be elected,  shall be elected;  votes  against any candidate and
votes withheld shall have no legal effect.


2.9      VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT

The  transactions  of any  meeting of  shareholders,  either  annual or special,
however called and noticed,  and wherever held, shall be as valid as though they
had been taken at a meeting duly held after regular call and notice, if a quorum
be  present  either in person or by proxy,  and if,  either  before or after the
meeting,  each  person  entitled  to vote,  who was 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.  The waiver of notice or consent
or approval need not specify either the business to be transacted or the purpose
of any annual or special meeting of shareholders, except that if action is taken
or proposed to be taken for  approval of any of those  matters  specified in the
second paragraph of Section 2.4 of these bylaws, the waiver of notice or consent
or approval  shall state the general  nature of the proposal.  All such waivers,
consents, and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.

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


2.10     SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

         Any  action  which may be taken at any  annual or  special  meeting  of
shareholders  may be taken  without a meeting and  without  prior  notice,  if a
consent in writing,  setting forth the action so taken, is signed by the holders
of  outstanding  shares  having not less than the  minimum  number of votes that
would be  necessary  to  authorize or take that action at a meeting at which all
shares entitled to vote on that action were present and voted.

         In the case of election of directors, such a consent shall be effective
only if signed by the holders of all outstanding shares entitled to vote for the
election of  directors.  However,  a director may be elected at any time to fill
any  vacancy  on the board of  directors,  provided  that it was not  created by
removal of a director and that it has not been filled by the  directors,  by the
written consent of the holders of a majority of the outstanding  shares entitled
to vote for the election of directors.



                                      -4-
<PAGE>

         All such consents  shall be maintained  in the corporate  records.  Any
shareholder giving a written consent,  or the shareholder's  proxy holders, or a
transferee of the shares, or a personal  representative  of the shareholder,  or
their respective proxy holders,  may revoke the consent by a writing received by
the secretary of the corporation before written consents of the number of shares
required to authorize the proposed action have been filed with the secretary.

         If the  consents  of all  shareholders  entitled  to vote have not been
solicited  in  writing  and  if  the  unanimous  written  consent  of  all  such
shareholders has not been received,  then the secretary shall give prompt notice
of the corporate  action approved by the  shareholders  without a meeting.  Such
notice  shall  be  given to  those  shareholders  entitled  to vote who have not
consented  in writing and shall be given in the manner  specified in Section 2.5
of these  bylaws.  In the case of approval of (i) a contract or  transaction  in
which a  director  has a direct or  indirect  financial  interest,  pursuant  to
Section 310 of the Code, (ii)  indemnification  of a corporate "agent," pursuant
to Section 317 of the Code, (iii) a reorganization of the corporation,  pursuant
to Section 1201 of the Code, and (iv) a distribution  in dissolution  other than
in  accordance  with the rights of  outstanding  preferred  shares,  pursuant to
Section  2007 of the  Code,  the  notice  shall be given at least  ten (10) days
before the consummation of any action authorized by that approval.


2.11     RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS

         For purposes of determining the shareholders  entitled to notice of any
meeting or to vote  thereat or  entitled  to give  consent to  corporate  action
without a meeting,  the board of directors  may fix, in advance,  a record date,
which  shall not be more than sixty (60) days nor less than ten (10) days before
the date of any such  meeting  nor more than  sixty  (60) days  before  any such
action without a meeting,  and in such event only  shareholders of record on the
date so fixed are  entitled  to notice and to vote or to give  consents,  as the
case may be,  notwithstanding  any  transfer  of any  shares on the books of the
corporation after the record date, except as otherwise provided in the Code.
         If the board of directors does not so fix a record date:

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

                (b) the record  date for  determining  shareholders  entitled to
give consent to corporate action in writing without a meeting, (i) when no prior
action by the board has been taken,  shall be the day on which the first written
consent is given,  or (ii) when prior action by the board has been taken,  shall
be at the close of business on the day on which the board adopts the  resolution
relating  to that  action,  or the  sixtieth  (60th) day before the date of such
other action, whichever is later.

         The record date for any other  purpose  shall be as provided in Article
VIII of these bylaws.


2.12     PROXIES

         Every person  entitled to vote for  directors,  or on any other matter,
shall  have  the  right  to do so  either  in  person  or by one or more  agents
authorized  by a written proxy signed by the person and filed with the secretary
of the corporation.  A proxy shall be deemed signed if the shareholder's name is
placed  on the proxy  (whether  by manual  signature,  typewriting,  telegraphic
transmission   or   otherwise)   by  the   shareholder   or  the   shareholder's
attorney-in-fact.  A validly  executed  proxy  which  does not state  that it is
irrevocable  shall  continue in full force and effect  unless (i) the person who
executed  the  proxy  revokes  it 



                                      -5-
<PAGE>

prior to the time of voting by delivering a writing to the  corporation  stating
that the proxy is revoked or by executing a subsequent  proxy and  presenting it
to the meeting or by voting in person at the meeting,  or (ii) written notice of
the  death  or  incapacity  of the  maker  of  that  proxy  is  received  by the
corporation  before  the  vote  pursuant  to that  proxy is  counted;  provided,
however, that no proxy shall be valid after the expiration of eleven (11) months
from the date of the proxy,  unless  otherwise  provided in the proxy. The dates
contained on the forms of proxy presumptively  determine the order of execution,
regardless of the postmark dates on the envelopes in which they are mailed.  The
revocability of a proxy that states on its face that it is irrevocable  shall be
governed by the provisions of Sections 705(e) and 705(f) of the Code.


2.13     INSPECTORS OF ELECTION

         Before any meeting of shareholders,  the board of directors may appoint
an inspector or inspectors of election to act at the meeting or its adjournment.
If no  inspector of election is so  appointed,  then the chairman of the meeting
may,  and on the request of any  shareholder  or a  shareholder's  proxy  shall,
appoint an inspector or inspectors of election to act at the meeting. The number
of inspectors  shall be either one (l) or three (3). If inspectors are appointed
at a meeting pursuant to the request of one (l) or more shareholders or proxies,
then the holders of a majority of shares or their proxies present at the meeting
shall determine whether one (l) or three (3) inspectors are to be appointed.  If
any person  appointed as  inspector  fails to appear or fails or refuses to act,
then the chairman of the meeting may, and upon the request of any shareholder or
a shareholder's proxy shall, appoint a person to fill that vacancy.

         Such inspectors shall:

                  (a) determine the number of shares  outstanding and the voting
power of each, the number of shares represented at the meeting, the existence of
a quorum, and the authenticity, validity, and effect of proxies;

                  (b) receive votes, ballots or consents;

                  (c) hear and determine all challenges and questions in any way
arising in connection with the right to vote;

                  (d) count and tabulate all votes or consents;

                  (e) determine when the polls shall close;

                  (f) determine the result; and

                  (g) do any  other  acts  that may be  proper  to  conduct  the
election or vote with fairness to all shareholders.



                                      -6-
<PAGE>

                                  ARTICLE III

                                   DIRECTORS


3.1      POWERS

         Subject  to the  provisions  of the  Code  and any  limitations  in the
articles of  incorporation  and these bylaws  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 of directors.


3.2      NUMBER OF DIRECTORS

         The number of directors of the corporation shall be not less than three
(3) nor more than five (5).  The  exact  number of  directors  shall be four (4)
until  changed,  within the limits  specified  above,  by a bylaw  amending this
Section 3.2, duly adopted by the board of directors or by the shareholders.  The
indefinite number of directors may be changed, or a definite number may be fixed
without  provision for an indefinite  number, by a duly adopted amendment to the
articles of  incorporation  or by an amendment to this bylaw duly adopted by the
vote or written  consent of holders  of a  majority  of the  outstanding  shares
entitled to vote; provided, however, that an amendment reducing the fixed number
or the  minimum  number of  directors  to a number  less than five (5) cannot be
adopted if the votes cast against its  adoption at a meeting,  or the shares not
consenting in the case of an action by written  consent,  are equal to more than
sixteen and two-thirds  percent (16-2/3%) of the outstanding  shares entitled to
vote thereon.  No amendment may change the stated  maximum  number of authorized
directors to a number  greater than two (2) times the stated  minimum  number of
directors minus one (1).

         No  reduction  of the  authorized  number of  directors  shall have the
effect of removing any director before that director's term of office expires.


3.3      ELECTION AND TERM OF OFFICE OF DIRECTORS

         Directors  shall be elected at each annual meeting of  shareholders  to
hold office until the next annual meeting.  Each director,  including a director
elected to fill a vacancy,  shall hold office until the  expiration  of the term
for which elected and until a successor has been elected and qualified.


3.4      RESIGNATION AND VACANCIES

         Any  director  may resign  effective  on giving  written  notice to the
chairman of the board,  the president,  the secretary or the board of directors,
unless  the  notice  specifies  a later  time for  that  resignation  to  become
effective.  If the  resignation of a director is effective at a future time, the
board of  directors  may elect a successor  to take office when the  resignation
becomes effective.

         Vacancies in the board of directors  may be filled by a majority of the
remaining  directors,  even  if  less  than a  quorum,  or by a  sole  remaining
director; however, a vacancy created by the removal of a director by the vote or
written consent of the  shareholders or by court order may be filled only by the
affirmative  vote of a majority of the shares  represented  and voting at a duly
held meeting at which a quorum is present  (which  shares  voting  affirmatively
also constitute a majority of the required quorum),  or by the unanimous written
consent of all shares  entitled to vote thereon.  Each director so elected shall
hold  office  until the next  annual  meeting  of the  shareholders  and until a
successor has been elected and qualified.

                                      -7-
<PAGE>

         A vacancy or  vacancies  in the board of  directors  shall be deemed to
exist (i) in the event of the death,  resignation  or  removal of any  director,
(ii) if the board of directors  by  resolution  declares  vacant the office of a
director who has been declared of unsound mind by an order of court or convicted
of a felony,  (iii) if the authorized number of directors is increased,  or (iv)
if the  shareholders  fail, at any meeting of shareholders at which any director
or directors are elected, to elect the number of directors to be elected at that
meeting.

         The  shareholders may elect a director or directors at any time to fill
any vacancy or  vacancies  not filled by the  directors,  but any such  election
other than to fill a vacancy created by removal,  if by written  consent,  shall
require  the  consent of the  holders of a majority  of the  outstanding  shares
entitled to vote thereon.


3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE

         Regular  meetings  of the board of  directors  may be held at any place
within or outside the State of California  that has been designated from time to
time by resolution of the board.  In the absence of such a designation,  regular
meetings  shall be held at the principal  executive  office of the  corporation.
Special  meetings  of the board may be held at any place  within or outside  the
State of California that has been designated in the notice of the meeting or, if
not stated in the notice or if there is no notice,  at the  principal  executive
office of the corporation.

         Any meeting, regular or special, may be held by conference telephone or
similar communication  equipment,  so long as all directors participating in the
meeting  can hear one  another;  and all such  directors  shall be  deemed to be
present in person at the meeting.


3.6      REGULAR MEETINGS

         Regular  meetings of the board of directors may be held without  notice
if the times of such meetings are fixed by the board of directors.


3.7      SPECIAL MEETINGS; NOTICE


         Special  meetings of the board of directors for any purpose or purposes
may be called at any time by the chairman of the board, the president,  any vice
president, the secretary or any two directors.

         Notice of the time and place of  special  meetings  shall be  delivered
personally  or by  telephone  to each  director or sent by  first-class  mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the  corporation.  If the notice is mailed,  it
shall be deposited  in the United  States mail at least four (4) days before the
time of the holding of the meeting. If the notice is delivered  personally or by
telephone or telegram,  it shall be delivered  personally  or by telephone or to
the  telegraph  company at least  forty-eight  (48) hours before the time of the
holding of the meeting.  Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly communicate
it to the director.  The notice need not specify the purpose or the place of the
meeting,  if the meeting is to be held at the principal  executive office of the
corporation.


3.8      QUORUM

         A majority of the  authorized  number of directors  shall  constitute a
quorum for the transaction of business, except to adjourn as provided in Section
3.10 of these  bylaws.  Every act or decision  done or made by a majority of the
directors  present at a duly held meeting at which a quorum is present  shall be


                                      -8-
<PAGE>

regarded  as the act of the board of  directors,  subject to the  provisions  of
Section 310 of the Code (as to approval of contracts or  transactions in which a
director has a direct or indirect material financial  interest),  Section 311 of
the Code (as to  appointment of  committees),  Section 317(e) of the Code (as to
indemnification  of  directors),  the  articles  of  incorporation,   and  other
applicable law.

         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 that
meeting.


3.9      WAIVER OF NOTICE

         Notice of a meeting  need not be given to any  director (i) who signs a
waiver of notice or a consent  to holding  the  meeting  or an  approval  of the
minutes  thereof,  whether before or after the meeting,  or (ii) who attends the
meeting without  protesting,  prior thereto or at its commencement,  the lack of
notice to such  directors.  All such waivers,  consents,  and approvals shall be
filed with the corporate  records or made part of the minutes of the meeting.  A
waiver of notice need not specify the purpose of any regular or special  meeting
of the board of directors.


3.10     ADJOURNMENT

         A majority of the  directors  present,  whether or not  constituting  a
quorum, may adjourn any meeting to another time and place.


3.11     NOTICE OF ADJOURNMENT

         Notice of the time and place of holding an  adjourned  meeting need not
be given unless the meeting is adjourned for more than  twenty-four  (24) hours.
If the meeting is adjourned for more than twenty-four (24) hours, then notice of
the time and place of the adjourned  meeting shall be given before the adjourned
meeting takes place, in the manner specified in Section 3.7 of these bylaws,  to
the directors who were not present at the time of the adjournment.


3.12     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

         Any action  required or permitted to be taken by the board of directors
may be  taken  without  a  meeting,  provided  that  all  members  of the  board
individually or collectively  consent in writing to that action.  Such action by
written  consent shall have the same force and effect as a unanimous vote of the
board of directors.  Such written consent and any counterparts  thereof shall be
filed with the minutes of the proceedings of the board.


3.13     FEES AND COMPENSATION OF DIRECTORS

         Directors and members of committees may receive such  compensation,  if
any, for their  services and such  reimbursement  of expenses as may be fixed or
determined by resolution of the board of directors.  This Section 3.13 shall not
be construed to preclude any director from serving the  corporation in any other
capacity as an officer,  agent, employee or otherwise and receiving compensation
for those services.


                                      -9-
<PAGE>

3.14     APPROVAL OF LOANS TO OFFICERS*

         The corporation may, upon the approval of the board of directors alone,
make loans of money or property to, or guarantee the obligations of, any officer
of the  corporation or its parent or subsidiary,  whether or not a director,  or
adopt an employee  benefit plan or plans  authorizing  such loans or  guaranties
provided that (i) the board of directors determines that such a loan or guaranty
or plan  may  reasonably  be  expected  to  benefit  the  corporation,  (ii) the
corporation  has  outstanding  shares  held of  record  by 100 or  more  persons
(determined  as  provided in Section 605 of the Code) on the date of approval by
the board of directors, and (iii) the approval of the board of directors is by a
vote  sufficient  without  counting  the  vote  of any  interested  director  or
directors.





--------
     *  This  Section  is  effective  only  if  it  has  been  approved  by  the
shareholders in accordance with Sections 315(b) and 152 of the Code.



                                      -10-
<PAGE>

                                   ARTICLE IV

                                   COMMITTEES


4.1      COMMITTEES OF DIRECTORS

         The board of directors may, by resolution  adopted by a majority of the
authorized  number of  directors,  designate  one (l) or more  committees,  each
consisting of two or more directors,  to serve at the pleasure of the board. The
board may  designate  one (l) or more  directors  as  alternate  members  of any
committee,  who may replace any absent  member at any meeting of the  committee.
The appointment of members or alternate members of a committee requires the vote
of a majority of the  authorized  number of  directors.  Any  committee,  to the
extent provided in the resolution of the board,  shall have all the authority of
the board, except with respect to:

                  (a) the  approval of any action  which,  under the Code,  also
requires shareholders' approval or approval of the outstanding shares;

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

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

                  (d) the amendment or repeal of these bylaws or the adoption of
new bylaws;

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

                  (f) 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 of directors; or

                  (g) the  appointment  of any other  committees of the board of
directors or the members of such committees.


4.2      MEETINGS AND ACTION OF COMMITTEES

         Meetings and actions of  committees  shall be governed by, and held and
taken in accordance with, the provisions of Article III of these bylaws, Section
3.5 (place of meetings),  Section 3.6 (regular  meetings),  Section 3.7 (special
meetings  and  notice),  Section 3.8  (quorum),  Section 3.9 (waiver of notice),
Section 3.10  (adjournment),  Section 3.11 (notice of adjournment),  and Section
3.12 (action without meeting),  with such changes in the context of those bylaws
as are  necessary to  substitute  the committee and its members for the board of
directors and its members; provided,  however, that the time of regular meetings
of committees  may be determined  either by resolution of the board of directors
or by resolution of the committee,  that special meetings of committees may also
be called by resolution  of the board of  directors,  and that notice of special
meetings of committees shall also be given to all alternate  members,  who shall
have the right to attend all meetings of the  committee.  The board of directors
may adopt rules for the  government of any committee not  inconsistent  with the
provisions of these bylaws.


                                      -11-
<PAGE>

                                   ARTICLE V

                                    OFFICERS


5.1      OFFICERS

         The officers of the corporation shall be a president, a secretary,  and
a chief financial  officer.  The corporation may also have, at the discretion of
the board of directors,  a chairman of the board,  one or more vice  presidents,
one or more assistant  secretaries,  one or more assistant treasurers,  and such
other officers as may be appointed in accordance  with the provisions of Section
5.3 of these bylaws. Any number of offices may be held by the same person.


5.2      ELECTION OF OFFICERS

         The  officers  of  the  corporation,  except  such  officers  as may be
appointed in  accordance  with the  provisions  of Section 5.3 or Section 5.5 of
these bylaws, shall be chosen by the board, subject to the rights, if any, of an
officer under any contract of employment.


5.3      SUBORDINATE OFFICERS

         The board of  directors  may appoint,  or 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 of  directors  may
from time to time determine.


5.4      REMOVAL AND RESIGNATION OF OFFICERS

         Subject to the  rights,  if any,  of an officer  under any  contract of
employment,  any officer may be removed,  either with or without  cause,  by the
board of directors at any regular or special  meeting of the board or, except in
case of an officer  chosen by the board of  directors,  by any officer upon whom
such power of removal may be conferred by the board of directors.

         Any  officer  may  resign at any time by giving  written  notice to the
corporation.  Any  resignation  shall take  effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified  in that  notice,  the  acceptance  of the  resignation  shall  not be
necessary to make it  effective.  Any  resignation  is without  prejudice to the
rights,  if any, of the corporation under any contract to which the officer is a
party.


5.5      VACANCIES IN OFFICES

         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 appointments to that office.


5.6      CHAIRMAN OF THE BOARD

         The  chairman of the board,  if such an officer be elected,  shall,  if
present,  preside at meetings of the board of directors and exercise and perform
such other  powers and duties as may from time to time be assigned to him by the
board of  directors  or as may be  prescribed  by these  bylaws.  If there is no
president,  then the  chairman  of the board  shall also be the chief  executive
officer of the  corporation  and shall have the powers and duties  prescribed in
Section 5.7 of these bylaws.


                                      -12-
<PAGE>

5.7      PRESIDENT

         Subject  to such  supervisory  powers,  if any,  as may be given by the
board of directors  to the  chairman of the board,  if there be such an officer,
the president shall be the chief executive officer of the corporation and shall,
subject to the  control of the board of  directors,  have  general  supervision,
direction,  and control of the business and the officers of the corporation.  He
shall  preside  at all  meetings  of the  shareholders  and,  in the  absence or
nonexistence  of a  chairman  of the  board,  at all  meetings  of the  board of
directors.  He shall have the general  powers and duties of  management  usually
vested in the office of  president of a  corporation,  and shall have such other
powers  and  duties  as may be  prescribed  by the board of  directors  or these
bylaws.


5.8      VICE PRESIDENTS

         In the absence or disability of the president, the vice presidents,  if
any,  in order of their  rank as fixed  by the  board of  directors  or,  if not
ranked, a vice president designated by the board of directors, 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 of directors, these bylaws,
the president or the chairman of the board.


5.9      SECRETARY

         The  secretary  shall  keep  or  cause  to be  kept,  at the  principal
executive  office  of the  corporation  or such  other  place  as the  board  of
directors  may  direct,  a book  of  minutes  of all  meetings  and  actions  of
directors,  committees of directors and shareholders. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized  and the notice  given),  the names of those  present  at  directors'
meetings or committee  meetings,  the number of shares present or represented at
shareholders' meetings, and the proceedings thereof.

         The  secretary  shall  keep,  or  cause to be  kept,  at the  principal
executive  office  of the  corporation  or at the  office  of the  corporation's
transfer  agent or  registrar,  as  determined  by  resolution  of the  board of
directors, a share register, or a duplicate share register, showing the names of
all shareholders  and their addresses,  the number and classes of shares held by
each, the number and date of certificates evidencing such shares, 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 and of the board of directors required to be given by law or
by these bylaws.  He shall keep the seal of the corporation,  if one be adopted,
in safe  custody and shall have such other  powers and perform such other duties
as may be prescribed by the board of directors or by these bylaws.


5.10     CHIEF FINANCIAL OFFICER

         The chief  financial  officer shall keep and  maintain,  or cause to be
kept and  maintained,  adequate and correct books and records of accounts of the
properties and business  transactions of the corporation,  including accounts of
its  assets,  liabilities,  receipts,  disbursements,  gains,  losses,  capital,
retained  earnings,  and shares.  The books of account  shall at all  reasonable
times be open to inspection by any director.

         The chief financial officer shall deposit all money and other valuables
in the name and to the credit of the corporation  with such  depositaries as may
be  designated  by the board of  directors.  He shall  disburse the funds of the
corporation  as may be ordered by the board of  directors,  shall  render to the
president  and  directors,  whenever  they  request it, an account of all of his
transactions  as chief financial  



                                      -13-
<PAGE>

officer and of the financial  condition of the corporation,  and shall have such
other powers and perform such other duties as may be  prescribed by the board of
directors or these bylaws.


                                   ARTICLE VI

               INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,

                                AND OTHER AGENTS


6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The  corporation  shall,  to the  maximum  extent  and  in  the  manner
permitted by the Code,  indemnify  each of its  directors  and officers  against
expenses  (as  defined  in  Section  317(a)  of  the  Code),  judgments,  fines,
settlements,  and other amounts  actually and reasonably  incurred in connection
with any  proceeding  (as  defined  in Section  317(a) of the Code),  arising by
reason of the fact that such person is or was an agent of the  corporation.  For
purposes of this  Article  VI, a  "director"  or  "officer"  of the  corporation
includes any person (i) who is or was a director or officer of the  corporation,
(ii) who is or was  serving at the request of the  corporation  as a director or
officer of  another  corporation,  partnership,  joint  venture,  trust or other
enterprise,  or (iii) who was a director or officer of a corporation which was a
predecessor  corporation  of the  corporation  or of another  enterprise  at the
request of such predecessor corporation.


6.2      INDEMNIFICATION OF OTHERS

         The  corporation  shall have the power, to the extent and in the manner
permitted by the Code, to indemnify each of its employees and agents (other than
directors and officers)  against  expenses (as defined in Section  317(a) of the
Code), judgments, fines, settlements,  and other amounts actually and reasonably
incurred in connection  with any proceeding (as defined in Section 317(a) of the
Code),  arising by reason of the fact that such person is or was an agent of the
corporation.  For purposes of this Article VI, an  "employee"  or "agent" of the
corporation (other than a director or officer) includes any person (i) who is or
was an employee or agent of the  corporation,  (ii) who is or was serving at the
request of the  corporation  as an  employee  or agent of  another  corporation,
partnership,  joint  venture,  trust or other  enterprise,  or (iii)  who was an
employee or agent of a corporation  which was a predecessor  corporation  of the
corporation  or of  another  enterprise  at  the  request  of  such  predecessor
corporation.


6.3      PAYMENT OF EXPENSES IN ADVANCE

         Expenses  incurred  in  defending  any  civil  or  criminal  action  or
proceeding for which  indemnification is required pursuant to Section 6.1 or for
which   indemnification   is  permitted   pursuant  to  Section  6.2   following
authorization thereof by the Board of Directors shall be paid by the corporation
in advance of the final disposition of such action or proceeding upon receipt of
an undertaking by or on behalf of the indemnified  party to repay such amount if
it shall ultimately be determined that the indemnified  party is not entitled to
be indemnified as authorized in this Article VI.


6.4      INDEMNITY NOT EXCLUSIVE

         The  indemnification  provided  by this  Article VI shall not be deemed
exclusive  of any other  rights to which those  seeking  indemnification  may be
entitled  under any bylaw,  agreement,  vote of  shareholders  or  disinterested
directors  or  otherwise,  both as to action in an official  capacity  and as to

                                      -14-
<PAGE>

action in another  capacity  while holding such office,  to the extent that such
additional  rights  to  indemnification   are  authorized  in  the  Articles  of
Incorporation.


6.5      INSURANCE INDEMNIFICATION

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


6.6      CONFLICTS


         No  indemnification  or advance  shall be made under this  Article  VI,
except  where such  indemnification  or advance is mandated by law or the order,
judgment or decree of any court of competent  jurisdiction,  in any circumstance
where it appears:

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

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

                                  ARTICLE VII

                               RECORDS AND REPORTS


7.1      MAINTENANCE AND INSPECTION OF SHARE REGISTER

         The corporation shall keep either at its principal  executive office or
at the office of its transfer  agent or registrar (if either be  appointed),  as
determined by resolution of the board of directors, a record of its shareholders
listing the names and addresses of all  shareholders and the number and class of
shares held by each shareholder.

         A shareholder or  shareholders  of the  corporation  who holds at least
five  percent  (5%) in the  aggregate of the  outstanding  voting  shares of the
corporation or who holds at least one percent (l%) of such voting shares and has
filed a Schedule 14B with the Securities and Exchange Commission relating to the
election of  directors,  may (i)  inspect and copy the records of  shareholders'
names,  addresses,  and  shareholdings  during usual  business hours on five (5)
days' prior  written  demand on the  corporation,  (ii) obtain from the transfer
agent of the  corporation,  on written demand and on the tender of such transfer
agent's  usual  charges for such list, a list of the names and  addresses of the
shareholders  who are entitled to vote for the election of directors,  and their
shareholdings,  as of the most  recent  record date for which that list has been
compiled or as of a date specified by the shareholder  after the date of demand.
Such list shall be made available to any such  shareholder by the transfer agent
on or before the later of five (5) days after the demand is received or five (5)
days after the date  specified in the demand as the date as of which the list is
to be compiled.

         The  record of  shareholders  shall also be open to  inspection  on the
written demand of any  shareholder or holder of a voting trust  certificate,  at
any time during usual business hours,  for a purpose  reasonably  related to the
holder's  interests  as a  shareholder  or  as  the  holder  of a  voting  trust
certificate.

                                      -15-
<PAGE>

         Any inspection and copying under this Section 7.1 may be made in person
or by an agent or  attorney  of the  shareholder  or  holder  of a voting  trust
certificate making the demand.


7.2      MAINTENANCE AND INSPECTION OF BYLAWS

         The corporation shall keep at its principal executive office or, if its
principal  executive office is not in the State of California,  at its principal
business  office in California the original or a copy of these bylaws as amended
to date,  which bylaws shall be open to  inspection by the  shareholders  at all
reasonable  times during office hours. If the principal  executive office of the
corporation  is  outside  the State of  California  and the  corporation  has no
principal  business  office in such state,  then the secretary  shall,  upon the
written request of any shareholder,  furnish to that shareholder a copy of these
bylaws as amended to date.


7.3      MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS

         The accounting  books and records and the minutes of proceedings of the
shareholders,  of the board of directors,  and of any committee or committees of
the board of directors  shall be kept at such place or places as are  designated
by the board of directors or, in absence of such  designation,  at the principal
executive office of the corporation.  The minutes shall be kept in written form,
and the accounting  books and records shall be kept either in written form or in
any other form capable of being converted into written form.

         The  minutes  and  accounting  books  and  records  shall  be  open  to
inspection  upon the  written  demand of any  shareholder  or holder of a voting
trust  certificate,  at any reasonable time during usual business  hours,  for a
purpose  reasonably related to the holder's interests as a shareholder or as the
holder of a voting trust certificate. The inspection may be made in person or by
an agent or attorney and shall include the right to copy and make extracts. Such
rights of inspection shall extend to the records of each subsidiary  corporation
of the corporation.


7.4      INSPECTION BY DIRECTORS

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


7.5      ANNUAL REPORT TO SHAREHOLDERS; WAIVER

         The board of directors  shall cause an annual  report to be sent to the
shareholders not later than one hundred twenty (120) days after the close of the
fiscal  year  adopted by the  corporation.  Such  report  shall be sent at least
fifteen  (15) days (or,  if sent by  third-class  mail,  thirty-five  (35) days)
before the annual meeting of shareholders to be held during the next fiscal year
and in the manner  specified in Section 2.5 of these bylaws for giving notice to
shareholders of the corporation.

         The annual  report shall  contain (i) a balance  sheet as of the end of
the fiscal  year,  (ii) an income  statement,  (iii) a  statement  of changes in
financial  position  for the fiscal  year,  and (iv) any  report of  independent
accountants  or, if there is no such report,  the  certificate  of an authorized
officer of the corporation  that the statements were prepared without audit from
the books and records of the corporation.



                                      -16-
<PAGE>

         The foregoing  requirement  of an annual report shall be waived so long
as the  shares  of the  corporation  are held by fewer  than one  hundred  (100)
holders of record.


7.6      FINANCIAL STATEMENTS

         If no annual report for the fiscal year has been sent to  shareholders,
then the corporation  shall,  upon the written  request of any shareholder  made
more than one hundred  twenty  (120) days after the close of such  fiscal  year,
deliver  or mail to the person  making  the  request,  within  thirty  (30) days
thereafter,  a copy of a balance  sheet as of the end of such fiscal year and an
income statement and statement of changes in financial  position for such fiscal
year.

         If a shareholder or shareholders  holding at least five percent (5%) of
the outstanding  shares of any class of stock of the corporation makes a written
request to the  corporation  for an income  statement of the corporation for the
three-month,  six-month or  nine-month  period of the then  current  fiscal year
ended  more than  thirty  (30) days  before the date of the  request,  and for a
balance sheet of the  corporation  as of the end of that period,  then the chief
financial  officer  shall cause that  statement to be  prepared,  if not already
prepared,  and shall deliver  personally or mail that statement or statements to
the person  making the request  within thirty (30) days after the receipt of the
request.  If the corporation has not sent to the  shareholders its annual report
for the last fiscal year, the statements  referred to in the first  paragraph of
this Section 7.6 shall  likewise be delivered  or mailed to the  shareholder  or
shareholders within thirty (30) days after the request.

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


7.7      REPRESENTATION OF SHARES OF OTHER CORPORATIONS

         The chairman of the board, the president, any vice president, the chief
financial officer, the secretary or assistant secretary of this corporation,  or
any other person authorized by the board of directors or the president or a vice
president,  is  authorized  to vote,  represent,  and exercise on behalf of this
corporation all rights  incident to any and all shares of any other  corporation
or corporations  standing in the name of this corporation.  The authority herein
granted may be exercised  either by such person  directly or by any other person
authorized  to do so by proxy or power of attorney  duly executed by such person
having the authority.

                                  ARTICLE VIII

                                 GENERAL MATTERS


8.1      RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

         For  purposes  of  determining  the  shareholders  entitled  to receive
payment of any dividend or other  distribution or allotment of any rights or the
shareholders  entitled  to  exercise  any rights in respect of any other  lawful
action (other than action by shareholders by written consent without a meeting),
the board of directors  may fix, in advance,  a record date,  which shall not be
more  than  sixty  (60)  days  before  any  such  action.  In  that  case,  only
shareholders  of  record  at the  close of  business  on the  date so fixed  are
entitled to receive the  dividend,  distribution  or allotment of rights,  or to
exercise such rights,  as the case may be,  notwithstanding  any transfer of any
shares on the books of the corporation after the record date so fixed, except as
otherwise provided in the Code.

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<PAGE>

         If the  board of  directors  does not so fix a  record  date,  then the
record date for  determining  shareholders  for any such purpose shall be at the
close of business on the day on which the board adopts the applicable resolution
or the sixtieth (60th) day before the date of that action, whichever is later.


8.2      CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

         From time to time, the board of directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders for
payment of money,  notes or other evidences of  indebtedness  that are issued in
the name of or payable to the  corporation,  and only the persons so  authorized
shall sign or endorse those instruments.


8.3      CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED

         The board of directors,  except as otherwise  provided in these bylaws,
may  authorize  any officer or officers,  or agent or agents,  to enter into any
contract  or  execute  any  instrument  in the  name  of and  on  behalf  of the
corporation;  such  authority may be general or confined to specific  instances.
Unless so  authorized or ratified by the board of directors or within the agency
power of an  officer,  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 for any amount.


8.4      CERTIFICATES FOR SHARES

         A certificate or certificates  for shares of the  corporation  shall be
issued to each  shareholder when any of such shares are fully paid. The board of
directors  may  authorize  the issuance of  certificates  for shares partly paid
provided  that  these   certificates   shall  state  the  total  amount  of  the
consideration to be paid for them and the amount actually paid. All certificates
shall be signed in the name of the  corporation  by the chairman of the board or
the vice chairman of the board or the  president or a vice  president and by the
chief  financial  officer  or an  assistant  treasurer  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.

         In case any  officer,  transfer  agent or  registrar  who has signed or
whose  facsimile  signature has been placed on a  certificate  ceases to be that
officer,  transfer agent or registrar before that certificate is issued,  it may
be issued by the  corporation  with the same  effect as if that  person  were an
officer, transfer agent or registrar at the date of issue.


8.5      LOST CERTIFICATES

         Except as provided in this Section 8.5, no new  certificates for shares
shall be issued to replace a previously issued  certificate unless the latter is
surrendered  to the  corporation  and  cancelled at the same time.  The board of
directors  may,  in case any  share  certificate  or  certificate  for any other
security is lost,  stolen or destroyed,  authorize  the issuance of  replacement
certificates  on such terms and  conditions as the board may require;  the board
may  require  indemnification  of the  corporation  secured  by a bond or  other
adequate security  sufficient to protect the corporation  against any claim that
may be made against it,  including any expense or  liability,  on account of the
alleged loss,  theft or  destruction  of the  certificate or the issuance of the
replacement certificate.

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<PAGE>


8.6      CONSTRUCTION; DEFINITIONS

         Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the Code shall govern the construction of these
bylaws.  Without limiting the generality of this provision,  the singular number
includes  the plural,  the plural  number  includes the  singular,  and the term
"person" includes both a corporation and a natural person.

                                   ARTICLE IX

                                   AMENDMENTS


9.1      AMENDMENT BY SHAREHOLDERS

         New bylaws may be adopted or these bylaws may be amended or repealed by
the vote or written consent of holders of a majority of the  outstanding  shares
entitled to vote;  provided,  however,  that if the articles of incorporation of
the corporation set forth the number of authorized directors of the corporation,
then the  authorized  number of directors may be changed only by an amendment of
the articles of incorporation.


9.2      AMENDMENT BY DIRECTORS

         Subject to the rights of the shareholders as provided in Section 9.1 of
these bylaws, bylaws, other than a bylaw or an amendment of a bylaw changing the
authorized number of directors (except to fix the authorized number of directors
pursuant  to a bylaw  providing  for a  variable  number of  directors),  may be
adopted, amended or repealed by the board of directors.




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<PAGE>


                            Certificate by Secretary

         The  undersigned   hereby  certifies  that  he  is  the  duly  elected,
qualified,  and acting  Secretary  of Sierra  Monitor  Corporation  and that the
foregoing Bylaws, comprising twenty-one (21) pages, constitute the Bylaws of the
corporation  as  originally  adopted  on  September  13,  1989  pursuant  to the
Agreement  of Merger filed with the  California  Secretary of State on September
13,  1989 and as  subsequently  amended and  restated by the board of  directors
and/or the shareholders of the corporation through the date hereof.

         IN WITNESS  WHEREOF,  the  undersigned  has  hereunto  set his hand and
affixed the corporate seal this 19th day of May 1998.


                                              \s\ Gordon R. Arnold
                                              ----------------------------------
                                              Gordon R. Arnold, Secretary


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