<PAGE>
                                                                     EXHIBIT 3.2



                           AMENDED AND RESTATED BYLAWS

                                       OF

                           CARDIOGENESIS CORPORATION
                            A CALIFORNIA CORPORATION



                                   MARCH 2004

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                       Page
                                                                                       ----
<S>            <C>                                                                     <C>
ARTICLE I      CORPORATE OFFICES.........................................................1

     1.1       PRINCIPAL OFFICE..........................................................1
     1.2       OTHER OFFICES.............................................................1

ARTICLE II     MEETINGS OF SHAREHOLDERS..................................................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...................5
     2.11      RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS...............5
     2.12      PROXIES...................................................................6
     2.13      INSPECTORS OF ELECTION....................................................6
     2.14      ADVANCE NOTICE OF SHAREHOLDER NOMINEES AND SHAREHOLDER BUSINESS...........7

ARTICLE III    DIRECTORS.................................................................8

     3.1       POWERS....................................................................8
     3.2       NUMBER AND QUALIFICATION OF DIRECTORS.....................................8
     3.3       ELECTION AND TERM OF OFFICE OF DIRECTORS..................................8
     3.4       RESIGNATION AND VACANCIES.................................................9
     3.5       PLACE OF MEETINGS; MEETINGS BY TELEPHONE..................................9
     3.6       REGULAR MEETINGS..........................................................9
     3.7       SPECIAL MEETINGS; NOTICE.................................................10
     3.8       QUORUM...................................................................10
     3.9       WAIVER OF NOTICE.........................................................10
     3.10      ADJOURNMENT..............................................................10
     3.11      NOTICE OF ADJOURNMENT....................................................11
     3.12      BOARD ACTION BY WRITTEN CONSENT
               WITHOUT A MEETING........................................................11
     3.13      FEES AND COMPENSATION OF DIRECTORS.......................................11
     3.14      APPROVAL OF LOANS TO OFFICERS............................................11
</TABLE>



                                       i
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                       Page
                                                                                       ----
<S>            <C>                                                                     <C>
ARTICLE IV     COMMITTEES...............................................................12

     4.1       COMMITTEES OF DIRECTORS..................................................12
     4.2       MEETINGS AND ACTION OF COMMITTEES........................................12

ARTICLE V      OFFICERS.................................................................13

     5.1       OFFICERS.................................................................13
     5.2       ELECTION OF OFFICERS.....................................................13
     5.3       SUBORDINATE OFFICERS.....................................................13
     5.4       REMOVAL AND RESIGNATION OF OFFICERS......................................13
     5.5       VACANCIES IN OFFICES.....................................................13
     5.6       CHAIRMAN OF THE BOARD....................................................14
     5.7       CHIEF EXECUTIVE OFFICER..................................................14
     5.8       PRESIDENT................................................................14
     5.9       VICE PRESIDENTS..........................................................14
     5.10      SECRETARY................................................................15
     5.11      CHIEF FINANCIAL OFFICER..................................................15

ARTICLE VI     INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER
               AGENTS...................................................................15

     6.1       ACTION, ETC. OTHER THAN BY RIGHT OF THE CORPORATION......................15
     6.2       ACTION, ETC. BY OR IN THE RIGHT OF THE CORPORATION.......................16
     6.3       DETERMINATION OF RIGHT OF INDEMNIFICATION................................16
     6.4       ADVANCES OF EXPENSES.....................................................17
     6.5       INDEMNIFICATION AGAINST EXPENSES OF SUCCESSFUL PARTY.....................17
     6.6       RIGHT OF AGENT TO INDEMNIFICATION UPON APPLICATION, PROCEDURE
               UPON APPLICATION.........................................................17
     6.7       OTHER RIGHTS AND REMEDIES................................................18
     6.8       INSURANCE................................................................18
     6.9       OPTIONAL MEANS OF ASSURING PAYMENT.......................................18
     6.10      SAVINGS CLAUSE...........................................................19
     6.11      DEFINITION OF AGENT......................................................19
     6.12      INDEMNIFICATION UNDER SECTION 204(A)(11) OF THE CALIFORNIA
               CORPORATIONS CODE........................................................19

ARTICLE VII    RECORDS AND REPORTS......................................................20

     7.1       MAINTENANCE AND INSPECTION OF SHARE REGISTER.............................20
     7.2       MAINTENANCE AND INSPECTION OF BYLAWS.....................................20
     7.3       MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS....................21
</TABLE>



                                       ii
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                       Page
                                                                                       ----
<S>            <C>                                                                     <C>
     7.4       INSPECTION BY DIRECTORS..................................................21
     7.5       ANNUAL REPORT TO SHAREHOLDERS; WAIVER....................................21
     7.6       FINANCIAL STATEMENTS.....................................................22
     7.7       REPRESENTATION OF SHARES OF OTHER CORPORATIONS...........................22

ARTICLE VIII   GENERAL MATTERS..........................................................22

     8.1       RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING....................22
     8.2       CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS................................23
     8.3       CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED........................23
     8.4       CERTIFICATES FOR SHARES..................................................23
     8.5       LOST CERTIFICATES........................................................23
     8.6       CONSTRUCTION; DEFINITIONS................................................24

ARTICLE IX     AMENDMENTS...............................................................24

     9.1       AMENDMENT BY SHAREHOLDERS................................................24
     9.2       AMENDMENT BY DIRECTORS...................................................24
</TABLE>



                                      iii
<PAGE>

                           AMENDED AND RESTATED BYLAWS

                                       OF

                           CARDIOGENESIS 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. At the meeting, directors shall
be elected, and any other proper business may be transacted.

2.3     SPECIAL MEETING

        Special meetings of shareholders may be called for any purpose and may
be held at such time and place, within or without the State of California, as
shall be stated in a notice of meeting or in a duly executed waiver of notice
thereof. Such meetings may be called at any time by the board of directors and
shall be called by the board upon the written request of holders of shares
entitled to cast not less than ten percent (10%) of the votes at the meeting. No
business may be

<PAGE>

transacted at any special meeting otherwise than as specified in the notice to
shareholders of such meeting.

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 those 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 hold 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, facsimile
transmission 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 doomed
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



                                       2
<PAGE>

given without further mailing it and the same 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 those 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
2A and 2.5 of those 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



                                       3
<PAGE>

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.

        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.



                                       4
<PAGE>

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.

        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 notices 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.



                                       5
<PAGE>

        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 data 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 annual 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 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 (1) or three (3). If inspectors are appointed
at a meeting pursuant to the request of one (1) or more shareholders or proxies,
then the holders of a majority of shares or their proxies present at the meeting
shall determine whether one (1) or three (3) inspectors are to be appointed. If
any person appointed as inspector fails to appear or



                                       6
<PAGE>

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.

2.14    ADVANCE NOTICE OF SHAREHOLDER NOMINEES AND SHAREHOLDER BUSINESS

        To be properly brought before an annual meeting or special meeting,
nominations for the election of director or other business must be (a) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the board of directors, (b) otherwise properly brought before the
meeting by or at the direction of the board of directors, or (c) otherwise
properly brought before the meeting by a shareholder. For such nominations or
other business to be considered properly brought before the meeting by a
shareholder, such shareholder must have given timely notice and in proper form
of his intent to bring such business before such meeting. To be timely, such
shareholder's notice must be delivered or mailed to and received by the
secretary of the corporation not less than 90 days prior to the meeting;
provided, however, that in the event that less than 100 days' notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the Shareholder to be timely must be so received not later than the
close of business on the tenth day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was made. To be in
proper form, a shareholder's notice to the secretary shall set forth:

               (i) the name and address of the shareholder who intends to make
        the nominations or propose the business, and, as the case may be, the
        name and address of the person or persons to be nominated or the nature
        of the business to be proposed;

               (ii) a representation that the shareholder is a holder of record
        of stock of the corporation entitled to vote at such meeting and, if
        applicable, intends to appear in person



                                       7
<PAGE>

        or by proxy at the meeting to nominate the person or persons specified
        in the notice or introduce the business specified in the notice;

               (iii) if applicable, a description of all arrangements or
        understandings between the shareholder and each nominee and any other
        person or persons (naming such person or persons) pursuant to which the
        nomination or nominations are to be made by the shareholder;

               (iv) such other information regarding each nominee or each matter
        of business to be proposed by such shareholder as would be required to
        be included in a proxy statement filed pursuant to the proxy rules of
        the Securities and Exchange Commission had the nominee been nominated,
        or intended to be nominated, or the matter been proposed, or intended to
        be proposed by the board of directors; and

               (v) if applicable, the consent of each nominee to serve as
        director of the corporation if so elected.

        The chairman of the meeting may refuse to acknowledge the nomination of
any person or the proposal of any business not made in compliance with the
foregoing procedure.

                                   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 AND QUALIFICATION OF DIRECTORS

        The authorized number of directors shall be not less than four (4) nor
more than seven (7), unless and until changed by an amendment to this Section
3.2 adopted by the shareholders pursuant to Section 9.1. The number of directors
within such range shall be fixed from time to time by a duly adopted resolution
of the Board of Directors or shareholders. A reduction in the authorized number
of directors shall not remove any director prior to the expiration of such
director's term of office. Directors need not be shareholders of the
corporation.

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.



                                       8
<PAGE>

3.4     RESIGNATION AND VACANCIES

        Any director may resign effective on giving written notice to the
chairman of the board, the chief executive officer, 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 meting
of the shareholders and until a successor has been elected and qualified.

        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 timed 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.



                                       9
<PAGE>

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 chief executive
officer, the president, 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,
facsimile transmission 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 mall 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 by facsimile transmission 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
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(s) 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.



                                       10
<PAGE>

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.

3.14    APPROVAL OF LOANS TO OFFICERS(1)

        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.


----------

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



                                       11
<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 (1) or more committees, each
consisting of two or more directors, to serve at the pleasure of the board. The
board may designate one (1) 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.



                                       12
<PAGE>

                                    ARTICLE V

                                    OFFICERS

5.1     OFFICERS

        The officers of the corporation shall be a chief executive officer, a
president, a chief financial officer and a secretary. 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, a treasurer, 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 concurrently 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 on 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.



                                       13
<PAGE>

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 such person
by the Board of Directors or as may be prescribed by these laws. The Chairman of
the Board may also serve as the Chief Executive Officer of the corporation, if
so designated by the Board, and in such event shall have the powers and duties
prescribed in Section 5.7 of these Bylaws.

5.7     CHIEF EXECUTIVE OFFICER

        The Chief Executive Officer of the corporation 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 or she 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 or she
shall have the general powers and duties of management usually vested in the
chief executive officer of a corporation, including general supervision,
direction and control of the business and supervision of other officers of the
corporation, and shall have such other powers and duties as may be prescribed by
the Board of Directors or these Bylaws.

        The Chief Executive officer shall, without limitation, have the
authority to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the corporation.

5.8     PRESIDENT

        Subject to such supervisory powers as may be given by these Bylaws or
the Board of Directors to the Chairman of the Board or the Chief Executive
Officer, if there be such officers, the president shall have general
supervision, direction and control of the business and supervision of other
officers of the corporation, and shall have such other powers and duties as may
be prescribed by the Board of Directors or these Bylaws. In the event a Chief
Executive Officer shall not be appointed, the President shall have the duties of
such office.

5.9     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.



                                       14
<PAGE>

5.10    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.

5.11    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 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     ACTION, ETC. OTHER THAN BY RIGHT OF THE CORPORATION

        The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any proceeding (other than an action by or in
the right of the corporation to procure a judgment in its favor) by reason of
the fact that such person is or was an Agent of the



                                       15
<PAGE>

corporation, against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with such proceeding if such
person acted in good faith and in a manner such person reasonably believed to be
in the best interests of the corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of such person was
unlawful. The termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in the best interests of the
corporation or that the person had reasonable cause to believe that the person's
conduct was unlawful.

6.2     ACTION, ETC. BY OR IN THE RIGHT OF THE CORPORATION

        The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action by
or in the right of the corporation to procure a judgment in its favor by reason
of the fact that such person is or was an Agent of the corporation, against
expenses actually and reasonably incurred by such person in connection with the
defense or settlement of such action if such person acted in good faith, in a
manner such person believed to be in the best interests of the corporation and
its shareholders; except that no indemnification shall be made under this
Section 6.2 for any of the following:

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

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

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

6.3     DETERMINATION OF RIGHT OF INDEMNIFICATION

        Any indemnification under Sections 6.1 and 6.2 shall be made by the
corporation only if authorized in the specific case, upon a determination that
indemnification of the Agent is proper in the circumstances because that Agent
has met the applicable standard of conduct set forth above in Sections 6.1 and
6.2 by any of the following:

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

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

               (c) Approval of the shareholders by the affirmative vote of a
majority of the shares entitled to vote represented at a duly held meeting at
which a quorum is present or by the



                                       16
<PAGE>


written consent of shareholders as provided in Section 2.10 with the shares
owned by the person to be indemnified not being entitled to vote thereon; or

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

6.4     ADVANCES OF EXPENSES

        Expenses (including attorneys' fees), costs, and charges incurred in
defending any proceeding shall be advanced by the corporation prior to the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
the Agent to repay such amount if it shall be determined ultimately that the
Agent is not entitled to be indemnified as authorized in this Article VI.

6.5     INDEMNIFICATION AGAINST EXPENSES OF SUCCESSFUL PARTY

        Notwithstanding the other provisions of this Article VI to the extent
that an Agent has been successful on the merits in a defense of any proceeding,
claim, issue or matter referred to in Sections 6.1 and 6.2, such Agent shall be
indemnified against all expenses actually and reasonably incurred by the Agent
in connection therewith.

6.6     RIGHT OF AGENT TO INDEMNIFICATION UPON APPLICATION, PROCEDURE UPON
        APPLICATION

        Any indemnification provided for in Sections 6.1, 6.2 or 6.5 shall be
made no later than ninety (90) days after the corporation is given notice of
request by Agent, provided that such request is made after final adjudication,
dismissal, or settlement unless an appeal is filed, in which case the request is
made after the appeal is resolved (hereafter referred to as "Final
Disposition"). Upon such notice, if a quorum of directors who were not parties
to the action, suit, or proceeding giving rise to indemnification is obtainable,
the corporation shall within two (2) weeks call a Board of Directors meeting to
be held within four (4) weeks of such notice, to make a determination as to
whether the Agent has met the applicable standard of conduct. Otherwise, if a
quorum consisting of directors who were not parties in the relevant action,
suit, or proceeding is not obtainable, the corporation shall retain (at the
corporation's expense) independent legal counsel chosen either jointly by the
corporation and Agent or also by corporation counsel within two (2) weeks to
make such determination. If (1) at such directors meeting such a quorum is not
obtained or, if obtained, refuses to make such determination or (2) if such
legal counsel is not so retained or, if retained, does not make such
determination within four (4) weeks, then the Board of Directors shall cause a
shareholders meeting to be held within four (4) weeks to make such a
determination.

        If notice of a request for payment of a claim under these bylaws, under
any statute, under any provision of any agreement with the corporation, or under
the corporation's articles of incorporation providing for indemnification or
advance of expenses has been given to the corporation by Agent and such claim is
not paid in full by the corporation within ninety (90) days of the later to
occur of the giving of such notice or Final Disposition in case of



                                       17
<PAGE>

indemnification, and twenty (20) days of the giving of such notice in case of
advance of expenses, Agent may, but need not, at any time thereafter bring an
action against the corporation to receive the unpaid amount of the claim or the
expense advance and, if successful, Agent shall also be paid for the expenses
(including attorneys' fees) of bringing such action. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in connection with any action, suit, or proceeding in advance of its
Final Disposition) that Agent has not met the standards of conduct which make it
permissible under applicable law for the corporation to indemnify Agent for the
amount claimed, and Agent shall be entitled to receive interim payment of
expenses pursuant to Section 5.8(d) unless and until such defense may be finally
adjudicated by court order or judgment from which no further right of appeal
exists. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel, or its shareholders) to have made a
determination that indemnification of Agent is proper in the circumstances
because Agent has not the applicable standard of conduct required by applicable
law, nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel, or its shareholders) that Agent has not
met such applicable standard of conduct, shall create a presumption that the
Agent has or has not met the applicable standard of conduct.

6.7     OTHER RIGHTS AND REMEDIES

        The indemnification provided by this Article VI shall not be deemed
exclusive of, and shall not affect, any other rights to which an Agent seeking
indemnification may be entitled under any law, other provision of these bylaws,
the corporation's articles of incorporation, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be an Agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.

6.8     INSURANCE

        The corporation may purchase and maintain insurance on behalf of any
person who is or was an Agent against any liability assorted against such person
and incurred by him or her in any such capacity, or arising out of his or her
status as such, whether or not the corporation would have the power to indemnify
such person against such liability under the provisions of this Article VI.

6.9     OPTIONAL MEANS OF ASSURING PAYMENT

        Upon request by an Agent certifying that the Agent has reasonable
grounds to believe the Agent may be made a party to a proceeding for which the
Agent may be entitled to be indemnified under this Article VI, the corporation
may but is not required to create a trust bind, grant a security interest or use
other means (including, without limitation, a letter of credit) to ensure the
payment of such sums as may become necessary to effect indemnification as
provided herein.



                                       18
<PAGE>

6.10    SAVINGS CLAUSE

        If this Article VI or any portion thereof shall be invalidated on any
ground by any court of competent jurisdiction, then the corporation shall
nevertheless indemnify each Agent as to expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement with respect to any action,
suit, proceeding, or investigation, whether civil, criminal or administrative,
and whether internal or external, including a grand jury proceeding and an
action or suit brought by or in the name of the corporation, to the full extent
permitted by any applicable portion of this Article VI that shall not have been
invalidated, or by any other applicable law.

6.11    DEFINITION OF AGENT

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

6.12    INDEMNIFICATION UNDER SECTION 204(A)(11) OF THE CALIFORNIA CORPORATIONS
        CODE

        Subject to the provisions of California Corporations Code Section
204(a)(11) and any other applicable law, notwithstanding any other provisions of
these bylaws, the following shall apply to the indemnification of Agents under
these bylaws:

               (i) The corporation shall indemnify a person, pursuant to this
        Section 6.12, if the corporation would be required to indemnify such
        person pursuant to Sections 6.1 or 6.2 for breach of duty to the
        corporation or its shareholders, if in Sections 6.1 and 6.2 the phrase
        "in a manner such person reasonably believed to be in the best interests
        of the corporations" is replaced with the phrase "in a manner such
        person did not believe to be contrary to the best interests of the
        corporation." If pursuant to Sections 6.3 and 8.6, the person making the
        Section 6.1 and/or 6.2 conduct standard determination determines that
        such standard has not been satisfied, such person shall also determine
        whether this Section's conduct standard has been satisfied;

               (ii) There shall be a presumption that the Agent met the
        applicable standard of conduct required to be met in either Section 6.1
        or 6.2 for indemnification of the Agent, rebuttable by clear and
        convincing evidence to the contrary;

               (iii) The corporation shall have the burden of proving that the
        Agent did not meet the applicable standard of conduct in either Section
        6.1 or 6.2;

               (iv) In addition to the methods provided for in Section 6.3, a
        determination that indemnification is proper in the circumstances
        because that Agent met the applicable



                                       19
<PAGE>

        standard of conduct may also be made by the arbitrator in any
        arbitration proceeding in which such matter is or was pending;

               (v) Unless otherwise agreed to in writing between an Agent and
        the corporation in any specific case, indemnification may be made under
        Section 6.2 for amounts paid and expenses incurred in settling or
        otherwise disposing of a pending action without court approval.

                                   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 hold at least five
percent (5%) in the aggregate of the outstanding voting shares of the
corporation or who hold at least one percent (1%) of such voting shares and has
filed a Schedule 148 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 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.

        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 those 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



                                       20
<PAGE>

in such state, then the secretary shall, upon the written request of any
shareholder, furnish to that shareholder a copy of those 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.

        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.



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<PAGE>

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 make 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 chief executive officer, 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



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any shares on the books of the corporation after the record date so fixed,
except as otherwise provided in the Code.

        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 want 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 canceled 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



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<PAGE>

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.

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 except as to those bylaw amendments in this Section 9.1 which
state they may not be further amended or repealed without the affirmative vote
of the holders of a majority of the shares present and entitled to vote at a
duly convened meeting of shareholders; 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.

        Unless approved by the holders of a majority of the shares present and
entitled to vote at a duly convened meeting of shareholders, the corporation
shall not:

               (i) grant any stock option, including a stock appreciation right,
        with an exercise price that is less than 100% of the fair market value
        of the underlying stock on the date of grant;

               (ii) reduce the exercise price of any stock option, including a
        stock appreciation right, outstanding or to be granted in the future;
        cancel and re-grant options at a lower exercise price (including
        entering into any "6 month and 1 day" cancellation and re-grant scheme),
        whether or not the cancelled options are put back into the available
        pool for grant; replace underwater options with restricted stock in an
        exchange, buy-back or other scheme; or replace any options with new
        options having a lower exercise price or accelerated vesting schedule in
        an exchange, buy-back or other scheme;

               (iii) sell or issue any security convertible, exercisable or
        exchangeable into shares of common stock having a conversion, exercise
        or exchange price per share which is subject to downward adjustment
        based on the market price of the common stock at the time of conversion,
        exercise or exchange of such security



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<PAGE>

        into common stock (except for customary adjustments to give effect to
        stock splits and stock dividends); or

               (iv) enter into (a) any equity line or similar arrangement; or
        (b) any agreement to sell common stock of the Corporation (or any
        security convertible, exercisable or exchangeable into shares of common
        stock ("Common Stock Equivalent")) at a per share price (or, with
        respect to a Common Stock Equivalent, at a conversion, exercise or
        exchange price, as the case may be ("Equivalent Price")) that is fixed
        after the execution date of the agreement, whether or not based on any
        predetermined price-setting formula or calculation method.
        Notwithstanding the foregoing, however, a price protection clause shall
        be permitted in an agreement for sale of common stock or Common Stock
        Equivalent, if such clause provides for an adjustment to the price per
        share of common stock or, with respect to a Common Stock Equivalent, to
        the Equivalent Price (provided that such price or Equivalent Price is
        fixed on or before the execution date of the agreement) (the "Fixed
        Price") in the event that the Corporation, during the period beginning
        on the date of the agreement and ending no later than 90 days after the
        closing date of the transaction, sells shares of common stock or Common
        Stock Equivalent to another investor at a price or Equivalent Price, as
        the case may be, below the Fixed Price.

        The foregoing bylaw amendment may not be further amended or repealed
without the affirmative vote of the holders of a majority of the shares present
and entitled to vote at a duly convened meeting of shareholders.

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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