<PAGE>   1

                                                                    EXHIBIT 3.02



                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                              ESS TECHNOLOGY, INC.

                           (A California corporation)

                      (As Amended Through January 5, 1999)

<PAGE>   2

                                     BYLAWS
                                       OF
                              ESS TECHNOLOGY, INC.
                            A California corporation

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             PAGE
                                                                             ----
<S>                                                                           <C>
ARTICLE I - OFFICES............................................................4

        Section 1.1:  Principal Office.........................................4
        Section 1.2:  Other Offices............................................4

ARTICLE II - DIRECTORS.........................................................4

        Section 2.1:  Exercise of Corporate Powers.............................4
        Section 2.2:  Number...................................................4
        Section 2.3:  Need Not Be Shareholders.................................5
        Section 2.4:  Compensation.............................................5
        Section 2.5:  Election and Term of Office..............................5
        Section 2.6:  Vacancies................................................5
        Section 2.7:  Removal..................................................6
        Section 2.8:  Powers and Duties........................................6

ARTICLE III - MEETINGS OF DIRECTORS............................................8

        Section 3.1:  Place of Meetings........................................8
        Section 3.2:  Regular Meetings.........................................8
        Section 3.3:  Special Meetings.........................................8
        Section 3.4:  Notice of Special Meetings...............................8
        Section 3.5:  Quorum...................................................9
        Section 3.6:  Conference Telephone.....................................9
        Section 3.7:  Waiver of Notice and Consent.............................9
        Section 3.8:  Action Without a Meeting.................................9
        Section 3.9:  Committees...............................................9

ARTICLE IV - COMMITTEES.......................................................10

        Section 4.1:  Appointment and Procedure...............................10
        Section 4.2:  Executive Committee Powers..............................10
        Section 4.3:  Powers of Other Committees..............................10
        Section 4.4:  Limitations on Powers of Committees.....................10

ARTICLE V - OFFICERS..........................................................11

        Section 5.1:  Election and Qualifications.............................11
        Section 5.2:  Term of Office and Compensation.........................11
        Section 5.3:  Chief Executive Officer.................................11
        Section 5.4:  Chairman of the Board...................................12
</TABLE>


                                      -2-

<PAGE>   3

<TABLE>
<CAPTION>
                                                                             PAGE
                                                                             ----
<S>                                                                           <C>
        Section 5.5:  President...............................................12
        Section 5.6:  President Pro Tem.......................................12
        Section 5.7:  Vice President..........................................12
        Section 5.8:  Secretary...............................................12
        Section 5.9:  Chief Financial Officer.................................13
        Section 5.10:  Instruments in Writing.................................14

ARTICLE VI - INDEMNIFICATION..................................................14

        Section 6.1:  Indemnification of Directors and Officers...............14
        Section 6.2:  Advancement of Expenses.................................14
        Section 6.3:  Non-Exclusivity of Rights...............................15
        Section 6.4:  Indemnification Contracts...............................15
        Section 6.5:  Effect of Amendment.....................................15

ARTICLE VII - MEETINGS OF, AND REPORTS TO, SHAREHOLDERS.......................15

        Section 7.1:  Place of Meetings.......................................15
        Section 7.2:  Annual Meetings.........................................15
        Section 7.3:  Special Meetings........................................16
        Section 7.4:  Notice of Meetings......................................16
        Section 7.5:  Consent to Shareholders' Meetings.......................17
        Section 7.6:  Quorum..................................................17
        Section 7.7:  Adjourned Meetings......................................18
        Section 7.8:  Voting Rights...........................................18
        Section 7.9:  Action by Written Consents..............................18
        Section 7.10:  Election of Directors..................................19
        Section 7.11:  Proxies................................................19
        Section 7.12:  Inspectors of Election.................................20
        Section 7.13:  Annual Reports.........................................20

ARTICLE VIII - SHARES AND SHARE CERTIFICATES..................................20

        Section 8.l:  Shares Held By the Company..............................20
        Section 8.2:  Certificates for Shares.................................20
        Section 8.3:  Lost Certificates.......................................21

ARTICLE IX - CONSTRUCTION OF BYLAWS WITH REFERENCE TO
        PROVISIONS OF LAW.....................................................21

        Section 9.1:  Bylaw Provisions Construed as Additional and 
                      Supplemental to Provisions of Law.......................21
        Section 9.2:  Bylaw Provisions Contrary to or Inconsistent 
                      with Provisions of Law.......21

ARTICLE X - CERTIFICATION, ADOPTION, AMENDMENT OR
        REPEAL OF BYLAWS......................................................21

        Section 10.1:  By Shareholders........................................21
        Section 10.2:  By the Board of Directors..............................22
        Section 10.3:  Certification and Inspection of Bylaws.................22
</TABLE>


                                      -3-

<PAGE>   4

                                     BYLAWS

                                       OF

                              ESS TECHNOLOGY, INC.

                           (A California corporation)

                      (As Amended Through January 5, 1999)



                                    ARTICLE I

                                     OFFICES

     Section 1.1: Principal Office. The principal executive office for the
transaction of the business of this corporation (the "Company") shall be located
at such place as the Board of Directors may from time to time decide. The Board
of Directors is hereby granted full power and authority to change the location
of the principal executive office from one location to another.

     Section 1.2: Other Offices. One or more branch or other subordinate offices
may at any time be fixed and located by the Board of Directors at such place or
places within or outside the State of California as it deems appropriate.

                                   ARTICLE II

                                    DIRECTORS

     Section 2.1: Exercise of Corporate Powers. Except as otherwise provided by
these Bylaws, by the Articles of Incorporation of the Company or by the laws of
the State of California now or hereafter in force, the business and affairs of
the Company shall be managed and all corporate powers shall be exercised by or
under the ultimate direction of a board of directors (the "Board of Directors").

     Section 2.2: Number: The authorized number of directors of the Company
shall be six (6). The authorized number of directors may be varied from time to
time by resolution of the Board of Directors, provided that the minimum
authorized number shall be not less than five (5) and the maximum authorized
number shall not be more than nine (9). Until changed by an amendment of this
Section by the shareholders of the Company, the authorized number of directors
of the Company may be varied by the Board of Directors, as opposed to being
fixed, within the range of the minimum and the maximum authorized numbers of
directors provided above. Any amendment to these Bylaws reducing such minimum
number of authorized directors to a number less than five (5) cannot be adopted
if the votes cast against its adoption at a meeting, or the shares not
consenting in the case of action by written consent, are equal to more than
16-2/3% of the outstanding shares entitled to vote.


<PAGE>   5

     Section 2.3: Need Not Be Shareholders. The directors of the Company need
not be shareholders of this Company.

     Section 2.4: Compensation. Directors and members of committees may receive
such compensation, if any, for their services as may be fixed or determined by
resolution of the Board of Directors. Nothing herein contained shall be
construed to preclude any director from serving the Company in any other
capacity and receiving compensation therefor.

     Section 2.5: Election and Term of Office. The directors shall be elected
annually by the shareholders at the annual meeting of the shareholders. The term
of office of the directors shall begin immediately after their election and
shall continue until the next annual meeting of the shareholders and until their
respective successors are elected. A reduction of the authorized number of
directors shall not shorten the term of any incumbent director or remove any
incumbent director prior to the expiration of such director's term of office.

     Section 2.6: Vacancies. A vacancy or vacancies on the Board of Directors
shall exist:

          (a)  in the case of the death of any director; or

          (b)  in the case of the resignation or removal of any director; or

          (c)  if the authorized number of directors is increased; or

          (d)  if the shareholders fail, at any annual meeting of shareholders
at which any director is elected, to elect the full authorized number of
directors at that meeting.

The Board of Directors may declare vacant the office of a director if he or she
is declared of unsound mind by an order of court or convicted of a felony or if,
within 60 days after notice of his or her election, he or she does not accept
the office. Any vacancy, except for a vacancy created by removal of a director
as provided in Section 2.7 hereof, may be filled by a person selected by a
majority of the remaining directors then in office, whether or not less than a
quorum, or by a sole remaining director. Vacancies occurring in the Board of
Directors by reason of removal of directors shall be filled only by approval of
shareholders. The shareholders may elect a director at any time to fill any
vacancy not filled by the directors. Any such election by the written consent of
shareholders, other than to fill a vacancy created by removal, requires the
consent of shareholders holding a majority of the outstanding shares entitled to
vote. If, after the filling of any vacancy by the directors, the directors then
in office who have been elected by the shareholders shall constitute less than a
majority of the directors then in office, any holder or holders of an aggregate
of 5% or more of the total number of shares at that time having the right to
vote for such directors may call a special meeting of shareholders to be held to
elect the entire Board of Directors. The term of office of any director then in
office shall terminate upon the election of such director's successor. Any
director may resign effective upon giving written notice to the Chairman of the
Board, if any, the President, the Secretary or the Board of Directors, unless
the notice specifies a later time for the effectiveness of such resignation.
After the notice is given and if the resignation is effective at a future time,
a successor may be elected or appointed to take office when the resignation
becomes effective.


                                      -5-

<PAGE>   6

     Section 2.7: Removal. The entire Board of Directors or any individual
director may be removed from office without cause by an affirmative vote of
shareholders holding a majority of the outstanding shares entitled to vote. If
the entire Board of Directors is not removed, however, then no individual
director shall be removed if the votes cast against removal of that director,
plus the votes not consenting in writing to such removal, would be sufficient to
elect that director if voted cumulatively in an election at which the following
were true:

          (a)  the same total number of votes were cast, or, if such action is
taken by written consent, all shares entitled to vote were voted; and

          (b)  the entire number of directors authorized at the time of the
director's most recent election were then being elected.

if any or all directors are so removed, new directors may be elected at the same
meeting or at a subsequent meeting. if at any time a class or series of shares
is entitled to elect one or more directors under authority granted by the
Articles of Incorporation, the provisions of this Section 2.7 shall apply to the
vote of that class or series and not to the vote of the outstanding shares as a
whole.

     Section 2.8: Powers and Duties. Without limiting the generality or extent
of the general corporate powers to be exercised by the Board of Directors
pursuant to Section 2.1 of these Bylaws, it is hereby provided that the Board of
Directors shall have full power with respect to the following matters:

          (a)  To purchase, lease and acquire any and all kinds of property,
real, personal or mixed, and at its discretion to pay therefor in money, in
property and/or in stocks, bonds, debentures or other securities of the Company.

          (b)  To enter into any and all contracts and agreements which in its
judgment may be beneficial to the interests and purposes of the Company.

          (c)  To fix and determine and to vary from time to time the amount or
amounts to be set aside or retained as reserve funds or as working capital of
the Company or for maintenance, repairs, replacements or enlargements of its
properties.

          (d)  To declare and pay dividends in cash, shares and/or property out
of any funds of the Company at the time legally available for the declaration
and payment of dividends on its shares.

          (e)  To adopt such rules and .regulations for the conduct of its
meetings and the management of the affairs of the Company as it may deem proper.

          (f)  To prescribe the manner in which and the person or persons by
whom any or all of the checks, drafts, notes, bills of exchange, contracts and
other corporate instruments shall be executed.


                                      -6-

<PAGE>   7

          (g)  To accept resignations of directors; to declare vacant the office
of a director as provided in Section 2.6 hereof; and, in case of vacancy in the
office of directors, to fill the same to the extent provided in Section 2.6
hereof.

          (h)  To create offices in addition to those for which provision is
made by law or these Bylaws; to elect and remove at pleasure all officers of the
Company, fix their terms of office, prescribe their titles, powers and duties,
limit their authority and fix their salaries in any way it may deem advisable
that is not contrary to law or these Bylaws.

          (i)  To designate one or more persons to perform the duties and
exercise the powers of any officer of the Company during the temporary absence
or disability of such officer.

          (j)  To appoint or employ and to remove at pleasure such agents and
employees as it may see fit, to prescribe their titles, powers and duties, limit
their authority and fix their salaries in any way it may deem advisable that is
not contrary to law or these Bylaws.

          (k)  To fix a time in the future, which shall not be 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 for which it is fixed, as a record date for the
determination of the shareholders entitled to notice of and to vote at any
meeting, or entitled to receive any payment of any dividend or other
distribution, or allotment of any rights, or entitled to exercise any rights in
respect of any other lawful action; and in such case only shareholders of record
on the date so fixed shall be entitled to notice of and to vote at the meeting
or to receive the dividend, distribution or allotment of rights or to exercise
the rights, as the case may be, notwithstanding any transfer of any shares on
the books of the Company after any record date fixed as aforesaid. The Board of
Directors may close the books of the Company against transfers of shares during
the whole or any part of such period.

          (l)  To fix and locate from time to time the principal office for the
transaction of the business of the Company and one or more branch or other
subordinate offices of the Company within or without the State of California; to
designate any place within or without the State of California for the holding of
any meeting or meetings of the shareholders or the Board of Directors, as
provided in Sections 3.1 and 7.1 hereof; to adopt, make and use a corporate
seal, and to prescribe the forms of certificates for shares and to alter the
form of such seal and of such certificates from time to time as in its judgment
it may deem best, provided such seal and such certificates shall at all times
comply with the provisions of law now or hereafter in effect.

          (m)  To authorize the issuance of shares of stock of the Company in
accordance with the laws of the State of California and the Articles of
Incorporation.

          (n)  Subject to the limitation provided in Section 10.2 hereof, to
adopt, amend or repeal from time to time and at any time these Bylaws and any
and all amendments thereof.

          (o)  To borrow money, make guarantees of indebtedness or other
obligations of third parties and incur indebtedness on behalf of the Company,
including the power and authority to borrow money from any of the shareholders,
directors or officers of the Company; and to cause to be executed and delivered
therefor in the corporate name promissory notes, bonds, debentures, 


                                      -7-

<PAGE>   8

deeds of trust, mortgages, pledges (or other transfers of property as security
or collateral for a debt), or other evidences of debt and securities therefor;
and the note or other obligation given for any indebtedness of the Company,
signed officially by any officer or officers thereunto duly authorized by the
Board of Directors, shall be binding on the Company.

          (p)  To approve a loan of money or property to any officer or director
of the Company or any parent or subsidiary company, guarantee the obligation of
any such officer or director, or approve an employee benefit plan authorizing
such a loan or guaranty to any such officer or director; provided that, on the
date of approval of such loan or guaranty, the Company has outstanding shares
held of record by 100 or more persons. Such approval shall require a
determination by the Board of Directors that the loan or guaranty may reasonably
be expected to benefit the Company and must be by vote sufficient without
counting the vote of any interested director.

          (q)  Generally to do and perform every act and thing whatsoever that
may pertain to the office of a director or to a board of directors.


                                   ARTICLE III

                              MEETINGS OF DIRECTORS

     Section 3.1: Place of Meetings. Meetings (whether regular, special or
adjourned) of the Board of Directors of the Company shall be held at the
principal executive office of the Company or at any other place within or
outside the State of California which may be designated from time to time by
resolution of the Board of Directors or which is designated in the notice of the
meeting.

     Section 3.2: Regular Meetings. Regular meetings of the Board of Director
shall be held at such times as may be designated from time to time by resolution
of the Board of Directors. Notice of the time and place of all regular meetings
shall be given in the same manner as for special meetings, except that no such
notice need be given if the time and place of such meetings are fixed by the
Board of Directors.

     Section 3.3: Special Meetings. Special meetings of the Board of Directors
may be called at any time by the Chairman of the Board, if any, or the
President, or any Vice President, or the Secretary or by any two or more
directors.

     Section 3.4: Notice of Special Meetings. Special meetings of the Board of
Directors shall be held upon no less than 4 days' notice by mail or 48 hours'
notice delivered personally or by telephone or telegraph to each director.
Notice need not be given to any director 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 who attends the meeting without protesting,
prior thereto or at its commencement, the lack of notice to such director. MI
such waivers, consents and approvals shall be filed with the corporate records
or made a part of the minutes of the meeting. Any oral notice given personally
or by telephone may be communicated either to the director or to a person at the
home or office of the director who the person giving the notice has reason to


                                      -8-

<PAGE>   9

believe will promptly communicate it to the director. A notice or waiver of
notice need not specify the purpose of any meeting of the Board of Directors. If
the address of a director is not shown on the records of the Company and is not
readily ascertainable, notice shall be addressed to him or her at the city or
place in which meetings of the directors are regularly held. If a meeting is
adjourned for more than 24 hours, notice of any adjournment to another time or
place shall be given prior to the time of the adjourned meeting to all directors
not present at the time of adjournment.

     Section 3.5: Quorum. A majority of the authorized number of directors
constitutes a quorum of the Board of Directors for the transaction of business.
Every act or decision done or made by a majority of the directors present at a
meeting duly held at which a quorum is present is the act of the Board of
Directors subject to provisions of law relating to interested directors and
indemnification of agents of the Company. A majority of the directors present,
whether or not a quorum is present, may adjourn any meeting to another time and
place. 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 3.6: Conference Telephone. Members of the Board of Directors may
participate in a meeting through use of conference telephone or similar
communications equipment, so long as all directors participating in such meeting
can bear one another. Participation in a meeting pursuant to this Section
constitutes presence in person at such meeting.

     Section 3.7: Waiver of Notice and Consent. The transactions of any meeting
of the Board of Directors, however called and noticed or wherever held, shall be
as valid as though had at a meeting duly held after regular call and notice if a
quorum is present, and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, a consent to holding
such meeting or an approval of the minutes thereof. Ml such waivers, consents
and approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

     Section 3.8: Action Without a Meeting. Any action required or permitted by
law to be taken by the Board of Directors may be taken without a meeting, if all
members of the Board of Directors shall individually or collectively consent in
writing to the taking of such action. Such written consent or consents shall be
filed with the minutes of the proceedings of the Board of Directors. Such action
by written consent shall have the same force and effect as a unanimous vote of
such directors at a duly held meeting.

     Section 3.9: Committees. The provisions of this Article apply also to
committees of the Board of Directors and action by such committees.


                                   ARTICLE IV

                                   COMMITTEES

     Section 4.1: Appointment and Procedure. The Board of Directors may, by
resolution adopted by a majority of the authorized number of directors, appoint
from among its members 


                                      -9-

<PAGE>   10

one or more committees, including without limitation an executive committee, an
audit committee and a compensation committee, of two or more directors. Each
committee may make its own rules of procedure subject to Section 3.9 hereof, and
shall meet as provided by such rules or by a resolution adopted by the Board of
Directors (which resolution shall take precedence). A majority of the members of
the committee shall constitute a quorum, and in every case the affirmative vote
of a majority of all members of the committee shall be necessary to the adoption
of any resolution.

     Section 4.2: Executive Committee Powers. During the intervals between the
meetings of the Board of Directors, the Executive Committee, if any, in all
cases in which specific directions shall not have been given by the Board of
Directors, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Company in
such manner as the Executive Committee may deem best for the interests of the
Company.

     Section 4.3: Powers of Other Committees. Other committees shall have such
powers as are given them in a resolution of the Board of Directors.

     Section 4.4: Limitations on Powers of Committees. No committee shall have
the power to act with respect to:

          (a)  any action for which the laws of the State of California also
require shareholder 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 of Directors or on 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 amendable or repealable;

          (f)  a distribution to the shareholders of the Company. except at a
rate or in a periodic amount or within a price range as set forth in the
Articles of Incorporation or determined by the Board of Directors; and

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


                                    ARTICLE V

                                    OFFICERS

     Section 5.1: Election and Qualifications. The officers of the Company shall
consist of a President and/or a Chief Executive Officer, a Secretary, a Chief
Financial Officer and such other 


                                      -10-

<PAGE>   11

officers, including, but not limited to, a Chairman of the Board of Directors,
one or more Vice Presidents, a Treasurer, and Assistant Vice Presidents,
Assistant Secretaries and Assistant Treasurers, as the Board of Directors shall
deem expedient, who shall be chosen in such manner and hold their offices for
such terms as the Board of Directors may prescribe. Any number of offices may be
held by the same person. Any Vice President, Assistant Treasurer or Assistant
Secretary, respectively, may exercise any of the powers of the President, the
Chief Financial Officer or the Secretary, respectively, as directed by the Board
of Directors, and shall perform such other duties as are imposed upon him or her
by these Bylaws or the Board of Directors.

     Section 5.2: Term of Office and Compensation. The term of office and salary
of each of said officers and the manner and time of the payment of such salaries
shall be fixed and determined by the Board of Directors and may be altered by
said Board of Directors from time to time at its pleasure, subject to the
rights, if any, of any officer under any contract of employment. Any officer may
resign at any time upon written notice to the Company, without prejudice to the
rights, if any, of the Company under any contract to which the officer is a
party, if any vacancy occurs in any office of the Company, the Board of
Directors may appoint a successor to fill such vacancy.

     Section 5.3: Chief Executive Officer. Subject to the control of the Board
of Directors and such supervisory powers, if any, as may be given by the Board
of Directors, the powers and duties of the Chief Executive Officer of the
Company are:

          (a)  To act as the general manager and, subject to the control of the
Board of Directors, to have general supervision, direction and control of the
business and affairs of the Company.

          (b)  To preside at all meetings of the shareholders and, in the
absence of the Chairman of the Board of Directors or if there be no Chairman, at
all meetings of the Board of Directors.

          (c)  To call meetings of the shareholders and meetings of the Board of
Directors to be held at such times and, subject to the limitations prescribed by
law or by these Bylaws, at such places as he or she shall deem proper.

          (d)  To affix the signature of the Company to all deeds, conveyances,
mortgages, leases, obligations, bonds, certificates and other papers and
instruments in writing which have been authorized by the Board of Directors or
which, in the judgment of the Chief Executive Officer, should be executed on
behalf of the Company; to sign certificates for shares of stock of the Company;
and, subject to the direction of the Board of Directors, to have general charge
of the property of the Company and to supervise and control all officers, agents
and employees of the Company.

The President shall be the Chief Executive Officer of the Company unless the
Board of Directors shall designate the Chairman of the Board or another officer
to be the Chief Executive Officer. If there is no President, then the Chairman
of the Board shall be the Chief Executive Officer.


                                      -11-

<PAGE>   12

     Section 5.4: Chairman of the Board. The Chairman of the Board of Directors,
if there be one, shall have the power to preside at all meetings of the Board of
Directors and shall have such other powers and shall be subject to such other
duties as the Board of Directors may from time to time prescribe.

     Section 5.5: President. Subject to the supervisory powers of the Chief
Executive Officer, if not the President, and to such supervisory powers as may
be given by the Board of Directors to the Chairman of the Board, if one is
elected, or to any other officer, the President 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.

     Section 5.6: President Pro Tem. If neither the Chairman of the Board of
Directors, the President, nor any Vice President is present at any meeting of
the Board of Directors, a President pro tem may be chosen by the directors
present at the meeting to preside and act at such meeting. if neither the
President nor any Vice President is present at any meeting of the shareholders,
a President pro tem may be chosen by the shareholders present at the meeting to
preside at such meeting.

     Section 5.7: Vice President. The titles, powers and duties of the Vice
President or Vice Presidents, if any, shall be as prescribed by the Board of
Directors. In case of the resignation, disability or death of the President, the
Vice President, or one of the Vice Presidents, shall exercise all powers and
duties of the President. If there is more than one Vice President, the order in
which the Vice Presidents shall succeed to the powers and duties of the
President shall be as fixed by the Board of Directors.

     Section 5.8: Secretary. The powers and duties of the Secretary are:

          (a)  To keep a book of minutes at the principal executive office of
the Company, or such other place as the Board of Directors may order, of all
meetings of its directors and shareholders with the time and place of holding of
such meeting, whether regular or special, and, if special, how authorized, the
notice thereof given, the names of those present at directors' meetings, the
number of shares present or represented at shareholders' meetings and the
proceedings thereof. 9

          (b)  To keep the seal of the Company and to affix the same to all
instruments which may require it.

          (c)  To keep or cause to be kept at the principal executive office of
the Company, or at the office of the transfer agent or agents, a record of the
shareholders of the Company, giving the names and addresses of all shareholders
and the number and class of shares held by each, the number and date of
certificates issued for shares and the number and date of cancellation of every
certificate surrendered for cancellation.

          (d)  To keep a supply of certificates for shares of the Company, to
rill in all certificates issued, and to make a proper record of each such
issuance; provided that, so long as 


                                      -12-

<PAGE>   13

the Company shall have one or more duly appointed and acting transfer agents of
the shares, or any class or series of shares, of the Company, such duties with
respect to such shares shall be performed by such transfer agent or transfer
agents.

          (e)  To transfer upon the share books of the Company any and all
shares of the Company; provided that, so long as the Company shall have one or
more duly appointed and acting transfer agents of the shares, or any class or
series of shares, of the Company, such duties with respect to such shares shall
be performed by such transfer agent or transfer agents, and the method of
transfer of each certificate shall be subject to the reasonable regulations of
the transfer agent to whom the certificate is presented for transfer and, if the
Company then has one or more duly appointed and acting registrars, subject to
the reasonable regulations of the registrar to which a new certificate is
presented for registration; and, provided further, that no certificate for
shares of stock shall be issued or delivered or, if issued or delivered, shall
have any validity whatsoever until and unless it has been signed or
authenticated in the manner provided in Section 8.2 hereof.

          (f)  To make service and publication of all notices that may be
necessary or proper in connection with meetings of the Board of Directors of the
shareholders of the Company. In case of the absence, disability, refusal or
neglect of the Secretary to make service or publication of any notices, then
such notices may be served and/or published by the President or a Vice
President, or by any person thereunto authorized by either of them, or by the
Board of Directors, or by the holders of a majority of the outstanding shares of
the Company.

          (b)  Generally to do and perform all such duties as pertain to such
office and as may be required by the Board of Directors.

     Section 5.9: Chief Financial Officer. The powers and duties of the Chief
Financial Officer are:

          (a)  To supervise and control the keeping and maintaining of adequate
and correct accounts of the Company's properties and business transactions,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, surplus and shares. The books of account shall at all
reasonable times be open to inspection by any director.

          (b)  To have the custody of all funds, securities, evidences of
indebtedness and other valuable documents of the Company and, at his or her
discretion, to cause any or all thereof to be deposited for the account of the
Company with such depository as may be designated from time to time by the Board
of Directors.

          (c)  To receive or cause to be received, and to give or cause to be
given, receipts and acquaintances for monies paid in for the account of the
Company.

          (d)  To disburse, or cause to be disbursed, all funds of the Company
as may be directed by the President or the Board of Directors, taking proper
vouchers for such disbursements.


                                      -13-

<PAGE>   14

          (e)  To render to the President or to the Board of Directors, whenever
either may require, accounts of all transactions as Chief Financial Officer and
of the financial condition of the Company.

          (f)  Generally to do and perform all such duties as pertain to such
office and as may be required by the Board of Directors.

     Section 5.10: Instruments in Writing. All checks, drafts, demands for
money, notes and written contracts of the Company shall be signed by such
officer or officers, agent or agents, as the Board of Directors may from time to
time designate. No officer, agent, or employee of the Company shall have the
power to bind the Company by contract or otherwise unless authorized to do so by
these Bylaws or by the Board of Directors.


                                   ARTICLE VI

                                 INDEMNIFICATION

     Section 6.1: Indemnification of Directors and Officers. The Company shall
indemnify each person who was or is a party, or is threatened to be made a
party, to any threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative (a "Proceeding") by reason of
the fact that such person is or was a director or officer of the Company, or is
or was serving at the request of the Company as a director or officer of another
foreign or domestic corporation, partnership, joint venture, trust or other
enterprise, or was a director or officer of a foreign or domestic corporation
which was a predecessor corporation of the Company or of another enterprise at
the request of such predecessor corporation, to the fullest extent permitted by
the California Corporations Code, against all expenses, including, without
limitation, attorneys' fees and any expenses of establishing a right to
indemnification, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with such Proceeding, and such indemnification
shall continue as to a person who has ceased to be such a director or officer,
and shall inure to the benefit of the heirs, executors and administrators of
such person; provided, however, that the Company shall indemnify any such person
seeking indemnity in connection with a Proceeding (or part thereof) initiated by
such person only if such Proceeding (or part thereof) was authorized by the
Board of Directors of the Company.

     Section 6.2: Advancement of Expenses. The Company shall pay all expenses
incurred by such a director or officer in defending any Proceeding as they are
incurred in advance of its final disposition; provided, however, that the
payment of such expenses incurred by a director 01. officer in advance of the
final disposition of a Proceeding shall be made only upon receipt by the Company
of an agreement by or on behalf of such director or officer to repay such amount
if it shall be determined ultimately that such person is not entitled to be
indemnified under this Article VI or otherwise; and provided further that the
Company shall not be required to advance any expenses to a person against whom
the Company brings an action, alleging that such person committed an act or
omission not in good faith or that involved intentional misconduct or a knowing
violation of law, or that was contrary to the best interest of the Company, or
derived an improper personal benefit from a transaction.


                                      -14-

<PAGE>   15

     Section 6.3: Non-Exclusivity of Rights. The rights conferred on any person
in this Article VI shall not be deemed exclusive of any other rights that such
person may have or hereafter acquire under any statute, by law, 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. Additionally, nothing in this Article VI shall limit the ability of the
Company, in its discretion, to indemnify or advance expenses to persons whom the
Company is not obligated to indemnify or advance expenses to pursuant to this
Article VI.

     Section 6.4: Indemnification Contracts. The Board of Directors is
authorized to cause the Company to enter into a contract with any director,
officer, employee or agent of the Company, or any person serving at the request
of the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, providing for
indemnification rights equivalent to or, if the Board of Directors so
determines, greater than (to the extent permitted by the Company's Articles of
Incorporation and the California Corporations Code) those provided for in this
Article VI.

     Section 6.5: Effect of Amendment. Any amendment, repeal or modification of
any provision of this Article VI shall be prospective only, and shall not
adversely affect any right or protection conferred on a person pursuant to this
Article VI and existing at the time of such amendment, repeal or modification.


                                   ARTICLE VII

                    MEETINGS OF, AND REPORTS TO, SHAREHOLDERS

     Section 7.1: Place of Meetings. Meetings (whether regular, special or
adjourned) of the shareholders of the Company shall be held at the principal
executive office for the transaction of business of the Company, or at any place
within or outside the State of California which may be designated by written
consent of all the shareholders entitled to vote thereat, or which may be
designated by resolution of the Board of Directors. Any meeting shall be valid
wherever held if held by the written consent of all the shareholders entitled to
vote thereat, given either before or after the meeting and filed with the
Secretary of the Company.

     Section 7.2: Annual Meetings. The annual meetings of the shareholders shall
be held at the place provided pursuant to Section 7.1 hereof and at such time in
a particular year as may be designated by written consent of all the
shareholders entitled to vote thereat or which may be designated by resolution
of the Board of Directors of the Company. Said annual meetings shall be held for
the purpose of the election of directors, for the making of reports of the
affairs of the Company and for the transaction of such other business as may
properly come before the meeting.

     Section 7.3: Special Meetings. Special meetings of the shareholders for any
purpose or purposes whatsoever may be called at any time by the President, the
Chairman of the Board of Directors or by the Board of Directors, or by two or
more members thereof. or by one or more holders of shares entitled to cast not
less than 10% of the votes at the meeting. Upon request in writing sent by
registered mail to the Chairman of the Board of Directors, President, Vice
President or Secretary, or delivered to any such officer in person, by any
person entitled to call a 


                                      -15-

<PAGE>   16

special meeting of shareholders, it shall be the duty of such officer forthwith
to 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,
which (except where called by the Board of Directors) shall be not less than 35
days nor more than 60 days after the receipt of such request. if the notice is
not given within 20 days after receipt of the request, the person entitled to
call the meeting may give the notice. Notices of meetings called by the Board of
Directors shall be given in accordance with Section 7.4.

     Section 7.4: Notice of Meetings. Notice of any meeting of shareholders
shall be given in writing not less than 10 (or, if sent by third-class mail, 30)
nor more than 60 days before the date of the meeting to each shareholder
entitled to vote thereat by the Secretary or an Assistant Secretary, or such
other person charged with that duty, or if there be no such officer or person,
or in case of his or her neglect or refusal, by any director or shareholder. The
notice shall state the place, date and hour of the meeting and (a) in the case
of a special meeting, the general nature of the business to be transacted, and
no other business may be transacted, or (b) in the case of the annual meeting,
those matters which the Board of Directors, at the time of the mailing of the
notice, intends to present for action by the shareholders, but any proper matter
may be presented at the meeting for such action, except that notice must be
given or waived in writing of any proposal relating to any shareholder approval
pursuant to Sections 310, 902, 1201, 1900 or 2007 of the California Corporations
Code. 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 the Board of Directors for election. Notice of a shareholders' meeting or any
report shall be given to any shareholder, either (a) personally or (b) by
first-class mail, or, in case the Company has outstanding shares held of record
by 500 or more persons on the record date for the shareholders' meeting, notice
may be sent by third-class mail, or other means of written communication,
charges prepaid, addressed to such shareholder at such shareholder's address
appearing on the books of the Company or given by such shareholder to the
Company for the purpose of notice. If a shareholder gives no address or no such
address appears on the books of the Company, notice shall be deemed to have been
given if sent by mail or other means of written communication addressed to the
place where the principal executive office of the Company is located, or if
published at least once in a newspaper of general circulation in the county in
which such office is located. The notice or report shall be deemed to have been
given at the time when delivered personally or deposited in the United States
mail, postage prepaid, or sent by other means of written communication and
addressed as hereinbefore provided. An affidavit or declaration of delivery or
mailing of any notice or report in accordance with the provisions of this
Section 7.4, executed by the Secretary, Assistant Secretary or any transfer
agent, shall be prima facie evidence of the giving of the notice or report. if
any notice or report addressed to the shareholder at the address of such
shareholder appearing on the books of the Company is returned to the Company by
the United States Postal Service marked to indicate that the United States
Postal Service is unable to deliver the notice or report to the shareholder at
such address, all future notices or reports shall be deemed to have been duly
given without further mailing if the same shall be available for the shareholder
upon written demand of the shareholder at the principal executive office of the
Company for a period of one year from the date of the giving of the notice or
report to all other shareholders.


                                      -16-

<PAGE>   17

     Section 7.5: Consent to Shareholders' Meetings. The transactions of any
meeting of shareholders, however called and noticed, and wherever held, are as
valid as though they had taken place at a meeting duly held after regular call
and notice, if the following conditions are met:

          (a)  a quorum is present, either in person or by proxy, and

          (b)  either before or after the meeting, each of the shareholders
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 such 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.

     Attendance of a person at a meeting shall constitute both a waiver of
notice of and presence at such meeting, except: (a) 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; or ~) when the person expressly
makes an objection at some time during the meeting to the consideration of
matters required by law to be included in the notice but not so included.

     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, consent to the holding of the meeting or approval of the minutes
thereof, except as to approval pursuant to Sections 310, 902, 1201, 1900 or 2007
of the California Corporations Code.

     Section 7.6: Quorum. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting of the shareholders shall
constitute a quorum for the transaction of business. Shares shall not be counted
to make up a quorum for a meeting if voting of such shares at the meeting has
been enjoined or for any reason they cannot be lawfully voted at the meeting.
Shareholders present at a duly called or held meeting at which a quorum is
present may continue to transact business until adjournment notwithstanding the
withdrawal of enough shareholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum. Except as provided herein, 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 at
least a majority of the required quorum) shall be the act of the shareholders,
unless the vote of a greater number or voting by classes is required.

     Section 7.7: Adjourned Meetings. 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 shares, the holders of which are either present in person or represented
by proxy thereat, but, except as provided in Section 7.6 hereof, in the absence
of a quorum, no other business may be transacted at such meeting. When a meeting
is adjourned for more than 45 days or if after adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each shareholder of record entitled to vote at a meeting. Except as
aforesaid, 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. At any adjourned
meeting the shareholders may transact any business which might have been
transacted at the original meeting.


                                      -17-

<PAGE>   18

     Section 7.8: Voting Rights. Only persons in whose names shares entitled to
vote stand on the stock records of the Company at:

          (a)  the close of business on the business day immediately preceding
the day on which notice is given; or

          (b)  if notice is waived, at the close of business on the business day
immediately preceding the day on which the meeting is held; or

          (c)  if some other day be fixed for the determination of shareholders
of record pursuant to Section 2.8(k) hereof, then on such other day, shall be 
entitled to vote at such meeting.

     The record date for determining shareholders entitled to give consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors has been taken, shall be the day on which the first written consent
is given. In the absence of any contrary provision in the Articles of
Incorporation or in any applicable statute relating to the election of directors
or to other particular matters, each such person shall be entitled to one vote
for each share.

     Section 7.9: Action by Written Consents. Any action which may be taken at
any annual or special meeting of shareholders may be taken without a meeting and
without prior notice, if a consent in writing, setting forth the action so
taken, shall be signed by 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 the consents of all shareholders entitled to vote have been
solicited in writing, the Company shall provide notice of any shareholder
approval pursuant to Section 310, 317, 1201 or 2007 of the California
Corporations Code obtained without a meeting by less than unanimous written
consent to those shareholders entitled to vote but who have not yet consented in
writing at least 10 days before the consummation of the action authorized by
such approval. In addition, the Company shall provide, to those shareholders
entitled to vote who have not consented in writing, prompt notice of the taking
of any other corporate action approved by the shareholders without a meeting by
less than unanimous written consent. All notices given hereunder shall conform
to the requirements of Section 7.4 hereto and applicable law. When written
consents are given with respect to any shares, they shall be given by and
accepted from the persons in whose names such shares stand on the books of the
Company at the time such respective consents are given, or their proxies. Any
shareholder giving a written consent (including any shareholder's proxy holder,
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. This
writing must be received by the Company prior to the time that written consents
of the number of shares required to authorize the proposed action have been
filed with the Secretary of the Company. Such revocation is effective upon its
receipt by the Secretary of the Company. Notwithstanding anything herein to the
contrary, and subject to Section 305(b) of the California Corporations Code,
directors may not be elected by written consent except by unanimous written
consent of all shares entitled to vote for the election of directors.


                                      -18-

<PAGE>   19

     Section 7.10: Election of Directors. Unless cumulative voting has been
eliminated pursuant to the terms of the Company's Articles of Incorporation
pursuant to Section 301.5 of the California Corporations Code, every shareholder
entitled to vote at any election of directors of `he Company 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 such shareholder thinks
fit. No shareholder, however, may cumulate such shareholder's votes for one or
more candidates unless such candidate's or candidates' names have been placed in
nomination prior to the voting and the shareholder has given notice at the
meeting, prior to voting, of such shareholder's intention to cumulate such
shareholder's votes. If any one shareholder has given such notice, all
shareholders may cumulate their votes for candidates in nomination. The
candidates receiving the highest number of affirmative votes of the shares
entitled to be voted for them up to the number of directors to be elected by
such shares shall be declared elected. Votes against the director and votes
withheld shall have no legal effect. Election of directors need not be by ballot
except upon demand made by a shareholder at the meeting and before the voting
begins.

     Section 7.11: Proxies. Every person entitled to vote or execute consents
shall have the right to do so either in person or by one or more agents
authorized by a written proxy executed by such person or such person's duly
authorized agent and filed with the Secretary of the Company. No proxy shall be
valid (a) after revocation thereof, unless the proxy is specifically made
irrevocable and otherwise conforms to this Section and applicable law, or (b)
after the expiration of eleven months from the date thereof, unless the person
executing it specifies therein the length of time for which such proxy is to
continue in force. Revocation may be effected by a writing delivered to the
Secretary of the Company 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 as to any meeting by attendance at the meeting and voting in person
by the person executing the proxy. A proxy is not revoked by the death or
incapacity of the maker unless, before the vote is counted a written notice of
such death or incapacity is received by the Secretary of the Company. In
addition, a proxy may be revoked, notwithstanding a provision making it
irrevocable, by a transferee of shares without knowledge of the existence of the
provision unless the existence of the proxy and its irrevocability appears on
the certificate representing such shares.

     Section 7.12: Inspectors of Election. Before any meeting of shareholders,
the Board of Directors may appoint any persons other than nominees for office as
inspectors of election. This appointment shall be valid at the meeting and at
any subsequent meeting that is a continuation of the meeting at which the
persons were originally appointed to be inspectors. if no inspectors of election
are so appointed, the Chairman of the meeting may, and on the request of any
shareholder or a shareholder's proxy shall, appoint inspectors of election at
the meeting. The number of inspectors shall be either one or three. If
inspectors are appointed at a meeting on the request of one or more shareholders
or proxies, the holders of a majority of shares or their proxies present at the
meeting shall determine whether one or three inspectors are to be appointed. if
any person appointed as inspector fails to appear or fails or refuses to act,
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. These
inspectors shall:


                                      -19-

<PAGE>   20

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

          (b)  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.

     Section 7.13: Annual Reports. Provided that the Company has 100 or fewer
shareholders, the making of annual reports to the shareholders is dispensed with
and the requirement that such annual reports be made to shareholders is
expressly waived, except as may be directed from time to time by the Board of
Directors or the President.


                                  ARTICLE VIII

                          SHARES AND SHARE CERTIFICATES

     Section 8.l: Shares Held By the Company. Shares in other companies standing
in the name of the Company may be voted or represented and all rights incident
thereto may be exercised on behalf of the Company by any officer of the Company
authorized to do so by resolution of the Board of Directors.

     Section 8.2: Certificates for Shares. There shall be issued to every holder
of shares in the Company a certificate or certificates signed in the name of the
Company by the Chairman of the Board, if any, or the President or a Vice
President and by the Chief Financial Officer or an Assistant Chief Financial
Officer or the Secretary or any Assistant Secretary, certifying the 17 342368.1
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 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 Company with the same effect as if such person were an officer, transfer
agent or registrar at the date of issue.

     Section 8.3: Lost Certificates. Where the owner of any certificate for
shares of the Company claims that the certificate has been lost, stolen or
destroyed, a new certificate shall be issued in place of the original
certificate if the owner (a) so requests before the Company has notice that the
original certificate has been acquired by a bona fide purchaser and (b)
satisfies any 


                                      -20-

<PAGE>   21

reasonable requirements imposed by the Company, including without limitation the
filing with the Company of an indemnity bond or agreement in such form and in
such amount as shall be required by the President or a Vice President of the
Company. The Board of Directors may adopt such other provisions and restrictions
with reference to lost certificates, not inconsistent with applicable law, as it
shall in its discretion deem appropriate.


                                   ARTICLE IX

           CONSTRUCTION OF BYLAWS WITH REFERENCE TO PROVISIONS OF LAW

     Section 9.1: Bylaw Provisions Construed as Additional and Supplemental to
Provisions of Law. All restrictions, limitations, requirements and other
provisions of these Bylaws shall be construed, insofar as possible, as
supplemental and additional to all provisions of law applicable to the subject
matter thereof and shall be fully complied with in addition to the said
provisions of law unless such compliance shall be illegal.

     Section 9.2: Bylaw Provisions Contrary to or Inconsistent with Provisions
of Law. Any article, section, subsection, subdivision, sentence, clause or
phrase of these Bylaws which, upon being construed in the manner provided in
Section 9.1 hereof, shall be contrary to or inconsistent with any applicable
provision of law, shall not apply so long as said provisions of law shall remain
in effect, but such result shall not affect the validity or applicability of any
other portion of these Bylaws, it being hereby declared that these Bylaws, and
each article, section, subsection, subdivision, sentence, clause or phrase
thereof, would have been adopted irrespective of the fact that any one or more
articles, sections, subsections, subdivisions, sentences, clauses or phrases is
or are illegal.


                                    ARTICLE X

             CERTIFICATION, ADOPTION, AMENDMENT OR REPEAL OF BYLAWS

     Section 10.1: By Shareholders. Bylaws may be adopted, amended or repealed
by the vote or written consent of holders of a majority of the outstanding
shares entitled to vote. Bylaws 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 be adopted only by the shareholders.

     Section 10.2: By the Board of Directors. Subject to the right of
shareholders to adopt, amend or repeal Bylaws, and other than a Bylaw or
amendment thereof 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, these Bylaws may be adopted, amended or repealed by the Board of
Directors. A Bylaw adopted by the shareholders may restrict or eliminate the
power of the Board of Directors to adopt, amend or repeal Bylaws.

     Section 10.3: Certification and Inspection of Bylaws. The Company shall
keep at its principal executive office the original or a copy of these Bylaws as
amended or otherwise altered to date, which shall be open to inspection by the
shareholders at all reasonable times during office hours.


                                      -21-