<PAGE>   1
                                                                     EXHIBIT 3.2





                           AMENDED AND RESTATED BYLAWS

                                       OF

                              ESCALON MEDICAL CORP.
                           (A CALIFORNIA CORPORATION)

                     (AS AMENDED THROUGH NOVEMBER 20, 1997)
<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
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                                                                                                                  PAGE
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<S>                                                                                                               <C>
ARTICLE I - Applicability.......................................................................................   1

         Section 1.        Applicability of Bylaws..............................................................   1
ARTICLE II - Offices............................................................................................   1

         Section 1.        Principal Offices....................................................................   1
         Section 2.        Change in Location or Number of Offices..............................................   1
ARTICLE III - Meetings of Shareholders..........................................................................   1

         Section 1.        Place of Meetings....................................................................   1
         Section 2.        Annual Meetings......................................................................   1
         Section 3.        Special Meetings.....................................................................   2
         Section 4.        Notice of Annual, Special or Adjourned Meetings......................................   2
         Section 5.        Record Date..........................................................................   3
         Section 6.        Quorum...............................................................................   4
         Section 7.        Adjournment..........................................................................   4
         Section 8.        Validation of Actions Taken at Defectively Called, Noticed or Held Meetings..........   4
         Section 9.        Voting for Election of Directors.....................................................   5
         Section 10.       Proxies..............................................................................   5
         Section 11.       Inspectors of Election...............................................................   6
         Section 12.       Action by Written Consent............................................................   6
ARTICLE IV - Directors..........................................................................................   7

         Section 1.        Number of Directors..................................................................   7
         Section 2.        Election of Directors................................................................   7
         Section 3.        Term of Office.......................................................................   7
         Section 4.        Vacancies............................................................................   7
         Section 5.        Removal..............................................................................   8
         Section 6.        Resignation..........................................................................   8
         Section 7.        Fees and Compensation................................................................   8
ARTICLE V - Committees of the Board of Directors................................................................   9

         Section 1.        Designation of Committees............................................................   9
         Section 2.        Powers of Committees.................................................................   9

ARTICLE VI - Meetings of the Board of Directors and Committees Thereof..........................................   9

         Section 1.        Place and Meetings...................................................................   9
         Section 2.        Annual Meeting......................................................................   10
         Section 3.        Other Regular Meetings..............................................................   10
         Section 4.        Special Meetings....................................................................   10
</TABLE>


                                       i
<PAGE>   3
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                  PAGE
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<S>                                                                                                               <C>
         Section 5.        Notice of Special Meetings..........................................................   10
         Section 6.        Waivers, Consents and Approvals.....................................................   10
         Section 7.        Quorum; Action at Meetings; Telephone Meetings......................................   10
         Section 8.        Adjournment.........................................................................   11
         Section 9.        Action Without a Meeting............................................................   11
         Section 10.       Meetings of and Action by Committees................................................   11

ARTICLE VII - Officers.........................................................................................   11

         Section 1.        Officers............................................................................   11
         Section 2.        Election of Officers................................................................   11
         Section 3.        Subordinate Officers, etc...........................................................   11
         Section 4.        Removal and Resignation.............................................................   12
         Section 5.        Vacancies...........................................................................   12
         Section 6.        Chairman of the Board...............................................................   12
         Section 7.        President...........................................................................   12
         Section 8.        Vice President......................................................................   12
         Section 9.        Secretary...........................................................................   12
         Section 10.       Chief Financial Officer.............................................................   13

ARTICLE VIII - Records and Reports.............................................................................   13

         Section 1.        Minute Book.........................................................................   13
         Section 2.        Share Register......................................................................   13
         Section 3.        Books and Records of Account........................................................   13
         Section 4.        Bylaws..............................................................................   14
         Section 5.        Inspection of Records...............................................................   14
         Section 6.        Annual Report to Shareholders.......................................................   14

ARTICLE IX - Miscellaneous.....................................................................................   14

         Section 1.        Checks, Drafts, etc.................................................................   14
         Section 2.        Contracts, etc. - How Executed......................................................   14
         Section 3.        Certificates of Stock...............................................................   14
         Section 4.        Lost Certificates...................................................................   15
         Section 5.        Representation of Shares of Other Corporations......................................   15
         Section 6.        Construction and Definitions........................................................   15
         Section 7.        Indemnification of Corporate Agents; Purchase of Liability Insurance................   15

ARTICLE X - Amendments.........................................................................................   16

         Section 1.        Amendments..........................................................................   16
</TABLE>


                                       ii
<PAGE>   4

                                     BYLAWS

                                       OF

                              ESCALON MEDICAL CORP.
                           (A CALIFORNIA CORPORATION)


                                   ARTICLE I.
                                  APPLICABILITY

         SECTION 1. APPLICABILITY OF BYLAWS. These Bylaws govern, except as
otherwise provided by statute or its Articles of Incorporation, the management
of the business and the conduct of the affairs of the Corporation.


                                   ARTICLE II.
                                     OFFICES

         SECTION 1. PRINCIPAL OFFICES. 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 this state, and the Corporation has one or more business offices
in this state, the Board of Directors shall designate a principal business
office in the State of California.

         SECTION 2. CHANGE IN LOCATION OR NUMBER OF OFFICES. The Board of
Directors may change any office from one location to another or eliminate any
office or offices.


                                  ARTICLE III.
                            MEETINGS OF SHAREHOLDERS

         SECTION 1. PLACE OF MEETINGS. Meetings of the shareholders shall be
held at any place within or without the State of California designated by the
Board of Directors, or, in the absence of such designation, at the principal
executive office of the Corporation.

         SECTION 2. ANNUAL MEETINGS. An annual meeting of the shareholders shall
be held within 180 days following the end of the fiscal year of the Corporation
at a date and time designated by the Board of Directors. Directors shall be
elected at each annual meeting and any other proper business may be transacted
thereat.


                                      -1-
<PAGE>   5
         SECTION 3. SPECIAL MEETINGS.

                (a) Special meetings of the shareholders may be called by the
Board of Directors, the Chairman of the Board and the President or by the
shareholders upon the request of the holders of shares entitled to cast not less
than 10 percent of the votes at such meeting.

                (b) Any request for the calling of a special meeting of the
shareholders shall (1) be in writing, (2) specify the date and time thereof,
which date shall be not less than 35 nor more than 60 days after receipt of the
request, (3) specify the general nature of the business to be transacted thereat
and (4) be given either personally or by first-class mail, postage prepaid, or
other means of written communication to the Chairman of the Board, President,
any Vice President or Secretary of the Corporation. The officer receiving a
proper request to call a special meeting of the shareholders shall cause notice
to be given pursuant to the provisions of Section 4 of this Article III to the
shareholders entitled to vote thereat that a meeting will be held at the date
and time specified by the person or persons calling the meeting. If notice is
not given within 20 days of the receipt of the request, the shareholders making
the request may give notice of such meeting so long as the notice given complies
with the other provisions of this subsection.

                (c) No business may be transacted at a special meeting unless
the general nature thereof was stated in the notice of such meeting.

         SECTION 4. NOTICE OF ANNUAL, SPECIAL OR ADJOURNED MEETINGS.

                (a) Whenever any meeting of the shareholders is to be held, a
written notice of such meeting shall be given in the manner described in
subdivision (d) of this section not less than 10 nor more than 60 days before
the date thereof to each shareholder entitled to vote thereat. The notice shall
state the place, date and hour of the meeting and (1) in the case of a special
meeting, the general nature of the business to be transacted or (2) in the case
of the annual meeting, those matters which the Board of Directors, at the time
of the giving of the notice, intends to present for action by the shareholders.
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, management
intends to present for election.

                (b) Any proper matter may be presented at an annual meeting for
action. However, any action to approve (1) a contract or transaction in which a
director has a direct or indirect financial interest under Section 310 of the
California Corporations Code (the "Code"), (2) an amendment of the Articles of
Incorporation under Section 902 of the Code, (3) a reorganization of the
Corporation under Section 1201 of the Code, (4) a voluntary dissolution of the
Corporation under Section 1900 of the Code, or (5) a distribution in dissolution
(other than in accordance with the rights of outstanding preferred shares) under
Section 2007 of the Code may be taken only if the notice of the meeting states
the general nature of the matter to be approved.

                  (c) Notice need not be given of an adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken, except that if the


                                      -2-
<PAGE>   6
adjournment is for more than 45 days or if after the adjournment a new record
date is provided for the adjourned meeting, a notice of the adjourned meeting
shall be given to each shareholder of record entitled to vote at that meeting.

                (d) Notice of any meeting of the shareholders shall be given
personally, by first class mail, or by telegraph or other written communication,
addressed to the shareholder at his address appearing on the books of the
Corporation or given by him to the Corporation for the purpose of notice; or if
no such address appears or is given, at the place where the principal executive
office of the Corporation is located or by publication at least once in a
newspaper of general circulation in the county in which the principal executive
office is located. Notice shall be deemed to have been given at the time when
delivered personally to the recipient, deposited in the mail, delivered to a
common carrier for transmission to the recipient or sent by other means of
written communication. An affidavit of the mailing or other means of giving
notice may be executed by the Secretary, Assistant Secretary or any transfer
agent of the Corporation giving the notice and shall be prima facie evidence of
the giving of the notice. Such affidavits shall be filed and maintained in the
minute books of the Corporation.

                (e) If any notice or report addressed to the shareholder at his
address 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 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 his written demand at the principal executive office of the Corporation for
a period of one year from the date of the giving of the notice or report to all
other shareholders.

         SECTION 5. RECORD DATE.

                (a) The Board of Directors may fix a time in the future as a
record date for determination of the shareholders who are (1) entitled to
receive notice of any meeting or to vote thereat, (2) entitled to give written
consent to any corporate action without a meeting, (3) entitled to receive
payment of any dividend or other distribution or allotment of any rights or (4)
entitled to exercise any rights in respect of any other lawful action. The
record date so fixed shall be not more than 60 or less than 10 days prior to the
date of any meeting of the shareholders, or more than 60 days prior to any other
action.

                (b) In the event no record date is fixed:

                    (1) The record date for determining the 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.


                                      -3-
<PAGE>   7
                     (2) 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.

                     (3) The record date for determining shareholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto, or the 60th day prior to the
date of such other action, whichever is later.

                (c) Notwithstanding any transfer of any shares on the books of
the Corporation after the record date, only shareholders of record an the close
of business on the record date are entitled to receive notice and to vote, to
give written consent, to receive a dividend, distribution or allotment of rights
or to exercise rights, as the case may be.

                (d) A determination of shareholders of record entitled to
receive notice of or to vote at a meeting of shareholders shall apply to any
adjournment of the meeting unless the Board of Directors fixes a new record date
for the adjourned meeting, but the Board shall fix a now record date if the
meeting is adjourned for more than 45 days from the date set for the original
meeting.

         SECTION 6. QUORUM.

                (a) A majority of the shares entitled to vote at a meeting of
the shareholders, represented in person or by proxy, shall constitute a quorum
for the transaction of business thereat.

                (b) The 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.

         SECTION 7. ADJOURNMENT. Any meeting of the shareholders may be
adjourned from time to time whether or not a quorum is present by the vote of a
majority of the shares represented thereat either in person or by proxy. At the
adjourned meeting the Corporation may transact any business which might have
been transacted at the original meeting.

         SECTION 8. VALIDATION OF ACTIONS TAKEN AT DEFECTIVELY CALLED, NOTICED
                    OR HELD MEETINGS.

                (a) The transactions of any meeting of the shareholders, however
called and noticed and wherever held, are as valid as though had at a meeting
duly held after regular call and notice, if a quorum is present either in person
or by proxy, and if, either before or after the meeting, each of the persons
entitled to vote thereat, 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. Any written waiver of notice shall comply with subdivision
(f) of Section 601 of the Code. All such waivers, consents and approvals shall
be filed with the corporate records or made a part of the minutes of the
meeting.


                                      -4-
<PAGE>   8
                (b) Attendance of a person at a meeting shall constitute a
waiver of notice of and presence at such meeting, except (1) 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 and (2) that attendance
at a meeting is not a waiver of any right to object to the consideration of any
matter required by the Code to be included in the notice but not so included, if
such objection is expressly made at the meeting.

         SECTION 9. VOTING FOR ELECTION OF DIRECTORS.

                (a) Except as provided in subdivision (c) of this section, the
affirmative vote of the 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 is required by law or the
Articles of Incorporation.

                (b) Every shareholder complying with subdivision (c) of this
section and entitled to vote at any election of directors may cumulate his 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 his shares are normally
entitled, or distribute his votes on the same principle among as many candidates
as he thinks fit.

                (c) No shareholder shall be entitled to cumulate his 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) unless the candidate's or
candidates name(s) for which he desires to cumulate his votes has or have been
placed in nomination prior to the voting and the shareholder has given notice at
the meeting prior to the voting of his intention to cumulate his votes. If any
one shareholder has given such notice, all shareholders may cumulate their votes
for candidates in nomination.

                (d) Elections for directors may be by voice vote or by ballot
unless any shareholder entitled to vote demands election by ballot at the
meeting prior to the voting, in which case the vote shall be by ballot.

                (e) In any election of directors, 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 are elected as
directors.

         SECTION 10. PROXIES.

                (a) Every person entitled to vote shares may authorize another
person or persons to act with respect to such shares by a written proxy signed
by him or his attorney-in-fact and filed with the Secretary of the Corporation.
A proxy shall be deemed signed if the shareholder's name is placed on the proxy
(whether by manual signature, typewriting, telegraphic transmission or
otherwise) by him or his attorney-in-fact.


                                      -5-
<PAGE>   9
                (b) Any validly executed proxy, except a proxy which is
irrevocable pursuant to subdivision (c) of this Section 10, shall continue in
full force and effect until the expiration of the term specified therein or upon
its earlier revocation by the person executing it prior to the vote pursuant
thereto (1) by a writing delivered to the Corporation stating that it is
revoked, (2) by written notice of the death of the person executing the proxy,
delivered to the Corporation, (3) by a subsequent proxy executed by the person
executing the prior proxy and presented to the meeting or (4) as to any meeting,
by attendance at such meeting and voting in person by the person executing the
proxy. No proxy shall be valid after the expiration of 11 months from the date
thereof unless otherwise provided in the proxy. The date contained on the form
of proxy shall be deemed to be the date of its execution.

                (c) A proxy which states that it is irrevocable is irrevocable
for the period specified therein subject to the provisions of subdivisions (e)
and (f) of Section 705 of the Code.

         SECTION 11. INSPECTORS OF ELECTION.

                (a) In advance of any meeting of the shareholders, the Board of
Directors may appoint either one or three persons (other than nominees for the
office of director) as inspectors of election to act at such meeting or any
adjournments thereof. If inspectors of election are not so appointed, or if any
person so appointed fails to appear or refuses to act, the chairman of any such
meeting may, and on the request of any shareholder or his proxyholder shall,
appoint inspectors of election (or persons to replace those who so fail or
refuse to act) at the meeting. If appointed at a meeting on the request of one
or more shareholders or the proxyholders thereof, the majority of shares
represented in person or by proxy shall determine whether one or three
inspectors are to be appointed.

                (b) The duties of inspectors of election and the manner of
performance thereof shall be as prescribed in subdivisions (b) and (c) of
Section 707 of the Code.

         SECTION 12. ACTION BY WRITTEN CONSENT.

                (a) Subject to subdivisions (b) and (c) of this section, any
action which may be taken at any annual or special meeting of the shareholders
may be taken without a meeting, without a vote 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 which
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted. All such consents shall
be filed with the Secretary of the Corporation and maintained with the corporate
records.

                (b) Except for the election of a director by written consent to
fill a vacancy on the Board of Directors (other than a vacancy created by
removal), directors may be elected by written consent only by the unanimous
written consent of all shares entitled to vote for the election of directors. In
the case of an election of a director by written consent to fill a vacancy
(other than a vacancy created by removal), any such election requires the
consent of a majority of the outstanding shares entitled to vote for the
election of directors.


                                      -6-
<PAGE>   10
                  (c) Unless the consents of all shareholders entitled to vote
have been solicited in writing, the Secretary of the Corporation shall give
prompt notice of the corporate action approved by the shareholders without a
meeting. This notice shall be given in the manner specified in subdivision (d)
of Section 4 of this Article III. In the case of approval of (1) contracts or
transactions in which a director has a direct or indirect financial interest
under Section 310 of the Code, (2) indemnification of agents of the Corporation
under Section 317 of the Code, (3) a reorganization of the Corporation under
Section 1201 of the code, or (4) a distribution in dissolution (other than in
accordance with the rights of outstanding preferred shares) under Section 2007
of the Code, notice of such approval shall be given at least ten (10) days
before the consummation of any action authorized by that approval.

                (d) Any shareholder giving a written consent, or his
proxyholder, or a transferee of the shares or a personal representative of the
shareholder or their respective proxyholders, may revoke the consent by a
writing received by the Corporation 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 Corporation, but may not do so thereafter. Such
revocation is effective upon its receipt by the Secretary of the Corporation.

                                   ARTICLE IV.
                                    DIRECTORS

         SECTION 1. NUMBER OF DIRECTORS. The authorized number of directors
shall be not less than three (3) nor more than five (5), the exact number of
directors to be fixed from time to time within such range by a duly adopted
resolution of the Board of Directors or shareholders.

         SECTION 2. ELECTION OF DIRECTORS. Directors shall be elected at each
annual meeting of the shareholders.

         SECTION 3. TERM OF OFFICE. Each director, including a director elected
to fill a vacancy, shall hold office until the expiration of the term for which
he is elected and until a successor has been elected and qualified.

         SECTION 4. VACANCIES.

                (a) A vacancy on the Board of Directors exists whenever any
authorized position of director is not then filled by a duly elected director,
whether caused by death, resignation, removal, change in the authorized number
of directors or otherwise.

                (b) Except for a vacancy created by the removal of a director,
vacancies on the Board of Directors may be filled by a majority of the directors
then in office, or, if the number of directors then in office is less than a
quorum, by (1) the unanimous written consent of the directors then in office,
(2) the affirmative vote of the majority of the directors then in office at a
meeting held


                                      -7-
<PAGE>   11
pursuant to notice or waivers of notice or (3) a sole remaining director. A
vacancy created by the removal of a director shall be filled only by a person
elected by a majority of the shareholders entitled to vote at a duly held
meeting at which there is a quorum present or by the unanimous written consent
of the holders of the outstanding shares entitled to vote at such a meeting.

                (c) The shareholders may elect a director at any time to fill
any vacancy not filled by the directors.

         SECTION 5. REMOVAL.

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

                (b) Any or all of the directors may be removed without cause if
such removal is approved by a majority of the outstanding shares entitled to
vote; provided, however, that no director may be removed (unless the entire
Board of Directors is removed) whenever the votes cast against his removal, or
not consenting in writing to such removal, would be sufficient to elect such
director if voted cumulatively at an election at which 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 the entire number of directors authorized at
the time of his most recent election were then being elected; and provided,
further, if the Corporation's Articles of Incorporation provide that the
shareholders of any class or series, voting as a class or series, are entitled
to elect one or more directors, any director so elected may be removed only by
the applicable vote of the shareholders of such class or series.

                (c) Any reduction of the authorized number of directors does not
remove any director prior to the expiration of his term of office.

                (d) A director may not be removed prior to the expiration of his
term of office except as provided in this section and except as ordered by the
superior court of the proper county at the suit at shareholders of at least 10
percent of the outstanding shares of any class.

         SECTION 6. RESIGNATION. Any director may resign effective upon giving
written notice to the Chairman of the Board, the President, the Secretary or the
Board of Directors of the Corporation, unless the notice specifies a later time
for the effectiveness of such resignation. If the resignation is effective at a
future time, a successor may be elected to take office when the resignation
becomes effective.

         SECTION 7. FEES AND COMPENSATION. Directors may be paid for their
services in such capacity a sum in such amounts, at such times and upon such
conditions as may be determined from time to time by resolution of the Board of
Directors and may be reimbursed for their expenses, if any, for attendance at
each meeting of the Board. No such payments shall preclude any director from
serving the Corporation in any other capacity and receiving compensation in any
manner therefor.


                                      -8-
<PAGE>   12
                                   ARTICLE V.
                      COMMITTEES OF THE BOARD OF DIRECTORS

         SECTION 1. DESIGNATION OF COMMITTEES. The Board of Directors may, by
resolution adopted by a majority of the authorized number of directors,
designate (a) one or more committees, each consisting of two or more directors
and (b) one or more directors as alternate members of any committee, who may
replace any absent member at any meeting thereof. Any member or alternate member
of a committee shall serve at the pleasure of the Board.

         SECTION 2. POWERS OF COMMITTEES. Any committee, to the extent provided
in the resolution of the Board of Directors designating such committee, shall
have all the authority of the Board, except with respect to:

                (a) The approval of any action for which the Code also requires
any action by the shareholders;

                (b) The filling of vacancies on the Board or in any committee
thereof;

                (c) The fixing of compensation of the directors for serving on
the Board or on any committee thereof;

                (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 which
by its express terms is not so amendable or repealable;

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

                (g) The designation of other committees of the Board or the
appointment of members or alternate members thereof.


                                   ARTICLE VI.
                       MEETINGS OF THE BOARD OF DIRECTORS
                             AND COMMITTEES THEREOF

         SECTION 1. PLACE AND MEETINGS. Regular meetings of the Board of
Directors shall be held at any place within or without the State of California
which has been designated from time to time by the Board or, in the absence of
such designation, at the principal executive office of the Corporation. Special
meetings of the Board shall be held either at any place within or without the
State of California which has been designated in the notice of meeting or, if
not stated in the notice or if there is no notice, at the principal executive
office of the Corporation.


                                      -9-
<PAGE>   13
         SECTION 2. ANNUAL MEETING. Immediately following each annual meeting of
the shareholders, the Board of Directors shall hold a regular meeting for the
purpose of organization and the transaction of other business. Notice of any
such meeting is not required.

         SECTION 3. OTHER REGULAR MEETINGS. Other regular meetings of the Board
of Directors shall be held without call at such time as shall be designated from
time to time by the Board. Notice of any such meeting is not required.

         SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called at any time for any purpose or purposes by the Chairman of the
Board or the President or any Vice President or the Secretary or any two
directors of the Corporation. Notice shall be given of any special meeting of
the Board.

         SECTION 5. NOTICE OF SPECIAL MEETINGS. Notice of the time and place of
special meetings of the Board of Directors shall be delivered personally or by
telephone to each director or sent to each director by first-class mail or
telegraph, charges prepaid, addressed to each director at that director's
address as shown on the records of the Corporation. Such notice shall be given
four days prior to the holding of the special meeting if sent by mail or 48
hours prior to the holding thereof if delivered personally or given by telephone
or telegraph. The notice or report shall be deemed to have been given at the
time when delivered personally to the recipient or deposited in the mail or sent
by other means of written communication. Notice of any special meeting of the
Board of Directors need not specify the purpose thereof.

         SECTION 6. WAIVERS, CONSENTS AND APPROVALS. Notice of any meeting of
the Board of Directors 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 him. All
such waivers, consents and approvals shall be filed with the corporate records
or made a part of the minutes of the meeting.

         SECTION 7. QUORUM; ACTION AT MEETINGS; TELEPHONE MEETINGS.

                (a) A majority of the authorized number of directors shall
constitute a quorum for the transaction of business. Every act or decision done
or made by a majority of the directors present is the act of the Board of
Directors, unless action by a greater proportion of the directors is required by
law or the Articles of Incorporation.

                (b) 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.

                (c) Members of the Board of Directors may participate in a
meeting through use of conference telephone or similar communications equipment
so long as all members participating in such meeting can hear one another.


                                      -10-
<PAGE>   14
         SECTION 8. ADJOURNMENT. A majority of the directors present, whether or
not a quorum is present, may adjourn any meeting to another time and place. If
the 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 the directors who were not present at the time of the adjournment.

         SECTION 9. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the Board of Directors may be taken without a meeting, if all
members of the Board individually or collectively consent in writing to such
action. Such written consent or consents shall be filed with the minutes of the
proceedings of the Board. Such action by written consent shall have the same
force and effect as a unanimous vote of such directors.

         SECTION 10. MEETINGS OF AND ACTION BY COMMITTEES. The provisions of
this Article VI apply to committees of the Board of Directors and action by such
committees with such changes in the language of those provisions as are
necessary to substitute the committee and its members for the Board and its
members.


                                  ARTICLE VII.
                                    OFFICERS

         SECTION 1. OFFICERS. The Corporation shall have as officers, a
President, a Secretary and a Chief Financial Officer. The corporation may also
have, at the discretion of the Board, a Chairman of the Board, one or more Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Chief
Financial Officers and such other officers as may be appointed in accordance
with the provisions of Section 3 of this Article VII. One person may hold two or
more offices.

         SECTION 2. ELECTION OF OFFICERS. The officers of the Corporation,
except such officers as may be appointed in accordance with the provisions of
Section 3 or Section 5 of this Article VII, shall be chosen by the Board of
Directors.

         SECTION 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may
appoint by resolution, and may empower the Chairman of the Board, if there be
such an officer, or 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 determined from time
to time by resolution of the Board or, in the absence of any such determination,
as are provided in these Bylaws. Any appointment of an officer shall be
evidenced by a written instrument filed with the Secretary of the Corporation
and maintained with the corporate records.


                                      -11-
<PAGE>   15
         SECTION 4. REMOVAL AND RESIGNATION.

                (a) 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 or, except in the case of an officer chosen by
the Board, by any officer upon whom such power of removal may be conferred by
resolution of the Board.

                (b) Subject to the rights, if any, of the corporation under any
contract of employment, any officer may resign at any time effective upon giving
written notice to the Chairman of the Board, President, any Vice President or
the Secretary of this Corporation, unless the notice specifies a later time for
the effectiveness of such resignation.

         SECTION 5. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these Bylaws for regular appointments to such office.

         SECTION 6. CHAIRMAN OF THE BOARD. If there is a Chairman of the Board,
he shall, if present, preside at all meetings of the Board of directors,
exercise and perform such other powers and duties as may be from time to time
assigned to him by resolution of the Board or prescribed by these Bylaws and, if
there is no President, the Chairman of the Board shall be the chief executive
officer of the Corporation and have the power and duties set forth in Section 7
of this Article VII.

         SECTION 7. PRESIDENT. Subject to such supervisory powers, if any, as
may be given by these Bylaws or the Board of Directors to the Chairman of the
Board, if there be such an officer, the President shall be the chief executive
officer and general manager of the Corporation and shall, subject to the control
of the Board, have general supervision, direction and control of the business
and affairs of the Corporation. He shall preside at all meetings of the
shareholders and, in the absence of the Chairman of the Board, or if there be
none, at all meetings of the Board. He shall have the general powers and duties
of management usually vested in the office of president of a corporation, and
shall have such other powers and duties as may be prescribed from time to time
by resolution of the Board.

         SECTION 8. VICE PRESIDENT. In the event of the absence or disability of
the President, the Vice Presidents in order of their rank as fixed by the Board
of Directors, or, if not ranked, the Vice President designated by the Board,
shall perform all duties of the President, and when so acting shall have all
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 or as the
President may from time to time delegate.

         SECTION 9. SECRETARY.

                (a) The Secretary shall keep or cause to be kept (1) the minute
book, (2) the share register and (3) the seal, if any, of the Corporation.


                                      -12-
<PAGE>   16
                (b) The Secretary, an Assistant Secretary, or if they are absent
or unable to act, any other officer shall give, or cause to be given, notice of
all meetings of the shareholders and of the Board of Directors required by these
Bylaws or by law to be given, and shall have such other powers and perform such
other duties as may be prescribed from time to time by the Board of Directors or
any committee of the Board of Directors.

         SECTION 10. CHIEF FINANCIAL OFFICER.

                (a) The Chief Financial Officer shall keep, or cause to be kept,
the books and records of account of the Corporation.

                (b) The Chief Financial Officer shall deposit all monies and
other valuables in the name and to the credit of the Corporation with such
depositories as may be designated from time to time by resolution of 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 the Board, 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 from time to
time by the Board or as the President may from time to time delegate.


                                 ARTICLE VIII.
                              RECORDS AND REPORTS

         SECTION 1. MINUTE BOOK. The Corporation shall keep or cause to be kept
in written form at its principal executive office or such other place as the
Board of Directors may order, a minute book which shall contain a record of all
actions by its shareholders, Board or committees of the Board including the
time, date and place of each meeting; whether a meeting is regular or special
and, if special, how called; the manner of giving notice of each meeting and a
copy thereof; the names of those present at each meeting of the Board or
committees thereof; the number of shares present or represented at each meeting
of the shareholders; the proceedings of all meetings; any written waivers of
notice, consents to the holding of a meeting or approvals of the minutes
thereof; and written consents for action without a meeting.

         SECTION 2. SHARE REGISTER. The Corporation shall keep or cause to be
kept at its principal executive office or, if so provided by resolution of the
Board of Directors, at the Corporation's transfer agent or registrar, a share
register, or a duplicate share register, which shall contain the names of the
shareholders and their addresses, the number and classes of shares held by each,
the number and date of certificates issued for the same and the number and date
of cancellation of every certificate surrendered for cancellation.

         SECTION 3. BOOKS AND RECORDS OF ACCOUNT. The Corporation shall keep or
cause to be kept at its principal executive office or such other place as the
Board of Directors may order, adequate and correct books and records of account.


                                      -13-
<PAGE>   17
         SECTION 4. BYLAWS. The Corporation shall keep at its principal
executive office or, in the absence of such office in the State of California,
at its principal business office in the state, the original or a copy of the
Bylaws as amended to date.

         SECTION 5. INSPECTION OF RECORDS. The shareholders and directors of the
Corporation shall have all of the rights to inspect the books and records of the
Corporation that are specified in Sections 213 and 1600 through 1602 of the
Code.

         SECTION 6. ANNUAL REPORT TO SHAREHOLDERS. The Board of Directors shall
cause a report to be sent to the shareholders not later than 120 days after the
end of each fiscal year of the Corporation. Such report shall comply with the
provisions of Section 1501 of the Code and shall be sent in the manner specified
in subdivision (d) of Section 4 of Article III at least 15 days prior to the
annual meeting of shareholders to be held during the next fiscal year.


                                   ARTICLE IX.
                                  MISCELLANEOUS

         SECTION 1. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness, and any assignment
or endorsement thereof, issued in the name of or payable to the Corporation,
shall be signed or endorsed by such person or persons and in such manner as,
from time to time, shall be determined by resolution of the Board of Directors.

         SECTION 2. CONTRACTS, ETC. - HOW EXECUTED. The Board of Directors,
except as otherwise provided in these Bylaws, may authorize any officer or
officers, agent or agents, to enter into any contract or execute any instrument
in the name of and on behalf of the corporation, and such authority may be
general or confined to specific instances; and, unless so authorized or ratified
by the Board, no officer, employee or other agent 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 to any amount.

         SECTION 3. CERTIFICATES OF STOCK. A certificate or certificates for
shares of the capital stock of the Corporation shall be issued to each
shareholder when the shares are fully paid or the Board of Directors may
authorize the issuance of certificates for shares as partly paid provided that
these certificates shall conspicuously state the amount of the consideration to
be paid for them and the amount already paid. All certificates shall be signed
in the name of the Corporation by the Chairman of the Board or the President or
a Vice President and by the Chief Financial Officer or an Assistant Chief
Financial Officer or the secretary or an Assistant Secretary, certifying the
number of shares and the class or series thereof owned by the shareholder. Any
or all of the signatures on a certificate may be by facsimile signature. In the
event any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if such person were an
officer, transfer agent or registrar at the date of issue.


                                      -14-
<PAGE>   18
         SECTION 4. LOST CERTIFICATES. Except as provided in this section, no
new certificate for shares shall be issued in lieu of an old certificate unless
the latter is surrendered to the Corporation and cancelled at the same time. The
Board of Directors may, in case any share certificate or certificate for any
other security is lost, stolen or destroyed, authorize the issuance of a new
certificate in lieu thereof, upon such terms and conditions as the Board may
require, including provision for 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 such certificate or the
issuance of such new certificate.

         SECTION 5. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. Any person
designated by resolution of the Board of Directors or, in the absence of such
designation, the Chairman of the Board, the President or any Vice President, or
by any other person authorized by any of the foregoing, is authorized to vote on
behalf of the Corporation any and all shares of any other corporation or
corporations, foreign or domestic, owned by the corporation.

         SECTION 6. CONSTRUCTION AND DEFINITIONS. Unless the context other wise
requires, the general provisions, rules of construction and definitions
contained in the Code shall govern the construction of these Bylaws.

         SECTION 7. INDEMNIFICATION OF CORPORATE AGENTS; PURCHASE OF LIABILITY
INSURANCE.

                (a) Subject only to the express limitations of the Corporation's
Articles of Incorporation and Sections 204 and 317 of the Code, as the same may
from time to time be amended, (i) the Corporation shall indemnify each of its
directors and officers from and against any expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding to which such person was or is a party or is threatened to
be made a party arising by reason of the fact that such person is or was a
director or officer of the Corporation; and (ii) the Corporation may indemnify
any other agent of the Corporation with respect to such proceedings if and to
the extent the Board of Directors so determines by resolution.

                (b) The Corporation shall, if and to the extent the Board of
Directors so determines by resolution, enter into indemnification agreements
with its agents on the terms and conditions determined by the Board of
Directors, subject to those limitations upon the Corporation's capacity to
indemnify its agents set forth in the Corporation's Articles of Incorporation
and Sections 204 and 317 of the Code, as the same may from time to time be
amended.

                (c) Subject to the provisions of subdivision (i) of Section 317
of the Code, as the same may from time to time be amended, the Corporation
shall, if and to the extent the Board of Directors so determines by resolution,
purchase and maintain insurance in an amount and on behalf of such agents of the
Corporation as the Board may specify in such resolution against any liability
asserted against or incurred by the agent in such capacity or arising out of the
agent's status as such whether or not the Corporation would have the capacity to
indemnify the agent against such liability under the provisions of this Section
7.


                                      -15-
<PAGE>   19
                (d) The Corporation shall, if and to the extent the Board of
Directors so determines by resolution, advance expenses incurred by an agent in
defending any proceeding prior to the final disposition of such proceeding,
subject to the provisions of subdivision (f) of Section 317 of the Code, as the
same may from time to time be amended.

                (e) This Section 7 shall not apply to any proceeding against any
trustee, investment manager or other fiduciary of an employee benefit plan in
such person's capacity as such, even though such person may be an agent, as
defined in subdivision (f) hereof.

                (f) For purposes of this Section 7, an "agent" of the
corporation includes 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 includes an action or proceeding by or in
the right of the Corporation to procure a judgment in its favor; and "expenses"
includes, without limitation, attorneys' fees and any expenses of establishing a
right to indemnification under subdivisions (d) or (e)(3) of Section 317 of the
Code.


                                   ARTICLE X.
                                   AMENDMENTS

         SECTION 1. AMENDMENTS. New bylaws may be adopted or these Bylaws may be
amended or repealed by the approval of an affirmative vote of a majority of the
outstanding shares entitled to vote or by the Board of Directors.
Notwithstanding the preceding sentence, the adoption of a bylaw (a) specifying
or changing a fixed number of directors or the minimum or maximum number of
directors, or (b) changing from a variable to a fixed board or vice versa may
only be adopted by the approval of an affirmative vote of a majority of the
outstanding shares [, SUBJECT TO THE PROVISIONS OF SECTION 1 OF ARTICLE IV OF
THESE BYLAWS].


                                      -16-