<PAGE>

                                                                    Exhibit 3.2














                           AMENDED AND RESTATED BYLAWS

                                       OF


                        INTERNATIONAL MICROCIRCUITS, INC.

                           (A CALIFORNIA CORPORATION)
<PAGE>

                                TABLE OF CONTENTS

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

ARTICLE II  CORPORATE SEAL........................................................................................2
         Section 3.      Corporate Seal...........................................................................2

ARTICLE III  SHAREHOLDERS' MEETINGS AND VOTING RIGHTS.............................................................2
         Section 4.      Place of Meetings........................................................................2
         Section 5.      Annual Meeting...........................................................................2
         Section 6.      Postponement of Annual Meeting...........................................................3
         Section 7.      Special Meetings.........................................................................3
         Section 8.      Notice of Meetings.......................................................................3
         Section 9.      Manner of Giving Notice..................................................................4
         Section 10.     Quorum and Transaction of Business.......................................................5
         Section 11.     Adjournment and Notice of Adjourned Meetings.............................................5
         Section 12.     Waiver of Notice, Consent to Meeting or Approval of Minutes..............................5
         Section 13.     Action by Written Consent Without a Meeting..............................................6
         Section 14.     Voting...................................................................................7
         Section 15.     Persons Entitled to Vote or Consent......................................................7
         Section 16.     Proxies..................................................................................8
         Section 17.     Inspectors of Election...................................................................8

ARTICLE IV  BOARD OF DIRECTORS....................................................................................9
         Section 18.     Powers...................................................................................9
         Section 19.     Number of Directors......................................................................9
         Section 20.     Election Of Directors, Term, Qualifications..............................................9
         Section 21.     Resignations.............................................................................9
         Section 22.     Removal.................................................................................10
         Section 23.     Vacancies...............................................................................10
         Section 24.     Regular Meetings........................................................................10
         Section 25.     Electronic Participation................................................................10
         Section 26.     Special Meetings........................................................................11
         Section 27.     Notice of Meetings......................................................................11
         Section 28.     Place of Meetings.......................................................................11
         Section 29.     Action by Written Consent Without a Meeting.............................................11
         Section 30.     Quorum and Transaction of Business......................................................11
         Section 31.     Adjournment.............................................................................12
         Section 32.     Organization............................................................................12
         Section 33.     Compensation............................................................................12
         Section 34.     Committees..............................................................................12

ARTICLE V  OFFICERS..............................................................................................13
         Section 35.     Officers................................................................................13

                                       -i-

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                                TABLE OF CONTENTS
                                   (continued)
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                                                                                                               ----

         Section 36.     Appointment.............................................................................13
         Section 37.     Inability to Act........................................................................13
         Section 38.     Resignations............................................................................13
         Section 39.     Removal.................................................................................14
         Section 40.     Vacancies...............................................................................14
         Section 41.     Chairman of the Board...................................................................14
         Section 42.     President...............................................................................14
         Section 43.     Vice Presidents.........................................................................14
         Section 44.     Secretary...............................................................................14
         Section 45.     Chief Financial Officer.................................................................15
         Section 46.     Compensation............................................................................16

ARTICLE VI  CONTRACTS, LOANS, BANK ACCOUNTS, CHECKS AND DRAFTS...................................................16
         Section 47.     Execution of Contracts and Other Instruments............................................16
         Section 48.     Loans...................................................................................16
         Section 49.     Bank Accounts...........................................................................16
         Section 50.     Checks, Drafts, Etc.....................................................................17

ARTICLE VII  CERTIFICATES FOR SHARES AND THEIR TRANSFER..........................................................17
         Section 51.     Certificate for Shares..................................................................17
         Section 52.     Transfer on the Books...................................................................17
         Section 53.     Lost, Destroyed and Stolen Certificates.................................................18
         Section 54.     Issuance, Transfer and Registration of Shares...........................................18

ARTICLE VII  INSPECTION OF CORPORATE-RECORDS.....................................................................18
         Section 55.     Inspection by Directors.................................................................18
         Section 56.     Inspection by Shareholders..............................................................18
                 (a)       Inspection of Corporate Records.......................................................18
                 (b)       Inspection of Bylaws..................................................................19
         Section 57.     Written Form............................................................................19

ARTICLE IX  MISCELLANEOUS........................................................................................19
         Section 58.     Fiscal Year.............................................................................19
         Section 59.     Annual Report...........................................................................19
         Section 60.     Record Date.............................................................................20
         Section 61.     Bylaw Amendments........................................................................20
         Section 62.     Construction and Definition.............................................................21

ARTICLE X  INDEMNIFICATION.......................................................................................21
         Section 63.     Indemnification of Directors, Officers, Employees And Other Agents......................21
                 (a)       Directors.............................................................................21
                 (b)       Officers, Employees and Other Agents..................................................21
                 (c)       Determination by the Corporation......................................................21
                 (d)       Good Faith............................................................................21
                 (e)       Expenses..............................................................................22

                                         -ii-

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                                TABLE OF CONTENTS
                                   (continued)
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                 (f)       Enforcement...........................................................................22
                 (g)       Non-Exclusivity of Rights.............................................................23
                 (h)       Survival of Rights....................................................................23
                 (i)       Insurance.............................................................................23
                 (j)       Amendments............................................................................23
                 (k)       Employee Benefit Plans................................................................23
                 (l)       Saving Clause.........................................................................23
                 (m)       Certain Definitions...................................................................23
</TABLE>
                                         -iii-

<PAGE>

                           AMENDED AND RESTATED BYLAWS

                                       OF

                        INTERNATIONAL MICROCIRCUITS, INC.

                           (A CALIFORNIA CORPORATION)

                                    ARTICLE I

                                     OFFICES

         Section 1.        PRINCIPAL OFFICE. The principal executive office of
the corporation shall be located at such place as the Board of Directors may
from time to time authorize. 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 fix and designate a principal business
office in the State of California.

         Section 2.        OTHER OFFICES.  Additional offices of the corporation
shall be located at such place or places, within or outside the State of
California, as the Board of Directors may from time to time authorize.

                                   ARTICLE II

                                 CORPORATE SEAL

         Section 3.        CORPORATE SEAL. If the Board of Directors adopts a
corporate seal such seal shall have inscribed thereon the name of the
corporation and the state and date of its incorporation. If and when a seal is
adopted by the Board of Directors, such seal may be engraved, lithographed,
printed, stamped, impressed upon, or affixed to any contract, conveyance,
certificate for shares, or other instrument executed by the corporation.

                                   ARTICLE III

                    SHAREHOLDERS' MEETINGS AND VOTING RIGHTS

         Section 4.        PLACE OF MEETINGS. Meetings of shareholders shall be
held at the principal executive office of the corporation, or at any other
place, within or outside the State of California, which may be fixed either by
the Board of Directors or by the written consent of all persons entitled to vote
at such meeting, given either before or after the meeting and filed with the
Secretary of the Corporation.

         Section 5.        ANNUAL MEETING. The annual meeting of the
shareholders of the corporation shall be held on any date and time which may
from time to time be designated by the Board of Directors. At such annual
meeting, directors shall be elected and any other business may be transacted
which may properly come before the meeting.


                                       1

<PAGE>

         Section 6.        POSTPONEMENT OF ANNUAL MEETING. The Board of
Directors and the President shall each have authority to hold at an earlier date
and/or time, or to postpone to a later date and/or time, the annual meeting of
shareholders.

         Section 7.        SPECIAL MEETINGS.

                  (a)      Special meetings of the shareholders, for any purpose
or purposes, may be called by the Board of Directors, the Chairman of the Board
of Directors, the President, or the holders of shares entitled to cast not less
than ten percent (10%) of the votes at the meeting.

                  (b)      Upon written request to the Chairman of the Board of
Directors, the President, any vice president or the Secretary of the corporation
by any person or persons (other than the Board of Directors) entitled to call a
special meeting of the shareholders, such officer forthwith shall cause notice
to be given to the shareholders entitled to vote, that a meeting will be held at
a time requested by the person or persons calling the meeting, such time to be
not less than thirty-five (35) nor more than sixty (60) days after receipt of
such request. If such notice is not given within twenty (20) days after receipt
of such request, the person or persons calling the meeting may give notice
thereof in the manner provided by law or in these bylaws. Nothing contained in
this Section 7 shall be construed as limiting, fixing or affecting the time or
date when a meeting of shareholders called by action of the Board of Directors
may be held.

         Section 8.        NOTICE OF MEETINGS. Except as otherwise may be
required by law and subject to subsection 7(b) above, written notice of each
meeting of shareholders shall be given to each shareholder entitled to vote at
that meeting (see Section 15 below), by the Secretary, assistant secretary or
other person charged with that duty, not less than ten (10) (or, if sent by
third class mail, thirty (30)) nor more than sixty (60) days before such
meeting.

         Notice of any meeting of shareholders shall state the date, place and
hour of the meeting and,

                  (a)      in the case of a special meeting, the general nature
of the business to be transacted, and no other business may be transacted at
such meeting;

                  (b)      in the case of an annual meeting, the general nature
of matters which the Board of Directors, at the time the notice is given,
intends to present for action by the shareholders;

                  (c)      in the case of any meeting at which directors are to
be elected, the names of the nominees intended at the time of the notice to be
presented by management for election; and

                  (d)      in the case of any meeting, if action is to be taken
on any of the following proposals, the general nature of such proposal:

                           (1)      a proposal to approve a transaction within
the provisions of California Corporations Code, Section 310 (relating to certain
transactions in which a director has a direct or indirect financial interest);


                                       2

<PAGE>

                           (2)      a proposal to approve a transaction within
the provisions of California Corporations Code, Section 902 (relating to
amending the Articles of Incorporation of the corporation);

                           (3)      a proposal to approve a transaction within
the provisions of California Corporations Code, Sections 181 and 1201 (relating
to reorganization);

                           (4)      a proposal to approve a transaction within
the provisions of California Corporations Code, Section 1900 (winding up and
dissolution);

                           (5)      a proposal to approve a plan of distribution
within the provisions of California Corporations Code, Section 2007 (relating to
certain plans providing for distribution not in accordance with the liquidation
rights of preferred shares, if any).

         At a special meeting, notice of which has been given in accordance with
this Section, action may not be taken with respect to business, the general
nature of which has not been stated in such notice. At an annual meeting, action
may be taken with respect to business stated in the notice of such meeting,
given in accordance with this Section, and, subject to subsection 8(d) above,
with respect to any other business as may properly come before the meeting.

         Section 9.        MANNER OF GIVING NOTICE. Notice of any meeting of
shareholders shall be given either personally or by first-class mail, or, if the
corporation has outstanding shares held of record by 500 or more persons
(determined as provided in California Corporations Code Section 605) on the
record date for such meeting, third-class mail, or telegraphic or other written
communication, addressed to the shareholder at the address of that shareholder
appearing on the books of the corporation or given by the shareholder to the
corporation for the purpose of notice. If no such address appears on the
corporation's books or is given, notice shall be deemed to have been given if
sent to that shareholder by first-class 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, all future notices shall be deemed to have been duly given
without further mailing if these shall be available to the shareholder on
written demand by the shareholder at the principal executive office of the
corporation for a period of one year from the date of the giving of the notice.

         An affidavit of mailing of any notice or report in accordance with the
provisions of this Section 9, executed by the Secretary, Assistant Secretary or
any transfer agent, shall be prima facie evidence of the giving of the notice.


                                       3

<PAGE>

         Section 10.       QUORUM AND TRANSACTION OF BUSINESS.

                  (a)      At any meeting of the shareholders, a majority of the
shares entitled to vote, represented in person or by proxy, shall constitute a
quorum. If a quorum is present, the affirmative vote of the majority of shares
represented at the meeting and entitled to vote on any matter shall be the act
of the shareholders, unless the vote of a greater number or voting by classes is
required by law or by the Articles of Incorporation, and except as provided in
subsection (b) below.

                  (b)      The shareholders present at a duly called or held
meeting of the shareholders 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, provided that any action taken (other
than adjournment) is approved by at least a majority of the shares required to
constitute a quorum.

                  (c)      In the absence of a quorum, no business other than
adjournment may be transacted, except as described in subsection (b) above.

         Section 11.       ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS. Any
meeting of shareholders may be adjourned from time to time, whether or not a
quorum is present, by the affirmative vote of a majority of shares represented
at such meeting either in person or by proxy and entitled to vote at such
meeting.

         In the event any meeting is adjourned, it shall not be necessary to
give notice of the time and place of such adjourned meeting pursuant to Sections
8 and 9 of these bylaws; provided that if any of the following three events
occur, such notice must be given:

                  (a)      announcement of the adjourned meeting's time and
place is not made at the original meeting which it continues or

                  (b)      such meeting is adjourned for more than forty-five
(45) days from the date set for the original meeting or

                  (c)      a new record date is fixed for the adjourned meeting.

         At the adjourned meeting, the corporation may transact any business
which might have been transacted at the original meeting.

         Section 12.       WAIVER OF NOTICE, CONSENT TO MEETING OR APPROVAL OF
MINUTES.

                  (a)      Subject to subsection (b) of this Section, the
transactions of any meeting of shareholders, however called and noticed, and
wherever held, shall be as valid as though made 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
but not present in person or by proxy signs a written waiver of notice or a
consent to holding of the meeting or an approval of the minutes thereof.


                                       4

<PAGE>

                  (b)      A waiver of notice, consent to the holding of a
meeting or approval of the minutes thereof need not specify the business to be
transacted or transacted at nor the purpose of the meeting; provided that in the
case of proposals described in subsection (d) of Section 8 of these bylaws, the
general nature of such proposals must be described in any such waiver of notice
and such proposals can only be approved by waiver of notice, not by consent to
holding of the meeting or approval of the minutes.

                  (c)      All waivers, consents and approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.

                  (d)      A person's attendance at a meeting shall constitute
waiver of notice of and presence at such meeting, except when such person
objects at the beginning of the meeting to transaction of any business because
the meeting is not lawfully called or convened and except that attendance at a
meeting is not a waiver of any right to object to the consideration of matters
which are required by law or these bylaws to be in such notice (including those
matters described in subsection (d) of Section 8 of these bylaws), but are not
so included if such person expressly objects to consideration of such matter or
matters at any time during the meeting.

         Section 13.       ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any
action which may be taken at any meeting of shareholders may be taken without a
meeting and without prior notice if written consents setting forth the action so
taken are signed by the holders of the outstanding shares having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted.

         Directors may not be elected by written consent except by unanimous
written consent of all shares entitled to vote for the election of directors;
provided that any vacancy on the Board of Directors (other than a vacancy
created by removal) which has not been filled by the board of directors may be
filled by the written consent of a majority of outstanding shares entitled to
vote for the election of directors.

         Any written consent may be revoked pursuant to California Corporations
Code Section 603(c) prior to the time that written consents of the number of
shares required to authorize the proposed action have been filed with the
Secretary. Such revocation must be in writing and will be effective upon its
receipt by 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 shall not have been received, the Secretary shall give prompt
notice of any corporate action approved by the shareholders without a meeting to
those shareholders entitled to vote on such matters who have not consented
thereto in writing. This notice shall be given in the manner specified in
Section 9 of these bylaws. In the case of approval of (i) a transaction within
the provisions of California Corporations Code, Section 310 (relating to certain
transactions in which a director has an interest), (ii) a transaction within the
provisions of California Corporations Code, Section 317 (relating to
indemnification of agents of the corporation), (iii) a transaction within the
provisions of California Corporations Code, Sections 181 and 1201 (relating to
reorganization), and (iv) a plan of distribution within the provisions of
California Corporations Code, Section 2007 (relating to certain plans providing
for distribution not in accordance with the liquidation rights of preferred
shares, if any), the


                                       5

<PAGE>

notice shall be given at least ten (10) days before the consummation of any
action authorized by that approval.

         Section 14.       VOTING. The shareholders entitled to vote at any
meeting of shareholders shall be determined in accordance with the provisions of
Section 15 of these bylaws, subject to the provisions of Sections 702 through
704 of the California Corporations Code (relating to voting shares held by a
fiduciary, in the name of a corporation, or in joint ownership). Voting at any
meeting of shareholders need not be by ballot; PROVIDED, HOWEVER, that elections
for directors must be by ballot if balloting is demanded by a shareholder at the
meeting and before the voting begins.

         Every person entitled to vote at an election for directors may cumulate
the votes to which such person is entitled, I.E., such person may cast a total
number of votes equal to the number of directors to be elected multiplied by the
number of votes to which such person's shares are entitled, and may cast said
total number of votes for one or more candidates in such proportions as such
person thinks fit; PROVIDED, HOWEVER, no shareholder shall be entitled to so
cumulate such shareholder's votes unless the candidates for which such
shareholder is voting have been placed in nomination prior to the voting and a
shareholder has given notice at the meeting, prior to the vote, of an intention
to cumulate votes. In any election of directors, the candidates receiving the
highest number of votes, up to the number of directors to be elected, are
elected.

         Except as may be otherwise provided in the Articles of Incorporation or
by law, and subject to the foregoing provisions regarding the cumulation of
votes, each shareholder shall be entitled to one vote for each share held.

         Any shareholder may vote part of such shareholder's shares in favor of
a proposal and refrain from voting the remaining shares or vote them against the
proposal, other than elections to office, but, if the shareholder fails to
specify the number of shares such shareholder is voting affirmatively, it will
be conclusively presumed that the shareholder's approving vote is with respect
to all shares such shareholder is entitled to vote.

         No shareholder approval, other than unanimous approval of those
entitled to vote will be valid as to proposals described in subsection 8(d) of
these bylaws unless the general nature of such business was stated in the notice
of meeting or in any written waiver of notice.

         Section 15.       PERSONS ENTITLED TO VOTE OR CONSENT. The Board of
Directors may fix a record date pursuant to Section 60 of these bylaws to
determine which shareholders are entitled to notice of and to vote at a meeting
or consent to corporate actions, as provided in Sections 13 and 14 of these
bylaws. Only persons in whose name shares otherwise entitled to vote stand on
the stock records of the corporation on such date shall be entitled to vote or
consent.

         If no record date is fixed:

                  (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 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;


                                       6

<PAGE>

                  (b)      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;

                  (c)      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 sixtieth (60th) day
prior to the date of such other action, whichever is later.

         A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting
unless the Board of Directors fixes a new record date for the adjourned meeting;
PROVIDED, HOWEVER, that the Board of Directors shall fix a new record date if
the meeting is adjourned for more than forty-five (45) days from the date set
for the original meeting.

         Shares of the corporation held by its subsidiary or subsidiaries (as
defined in California Corporations Code, Section 189(b)) are not entitled to
vote in any matter.

         Section 16.       PROXIES. Every person entitled to vote or execute
consents may do so either in person or by one or more agents authorized to act
by a written proxy executed by the person or such person's duly authorized agent
and filed with the Secretary of the corporation; provided that no such proxy
shall be valid after the expiration of eleven (11) months from the date of its
execution unless otherwise provided in the proxy. The manner of execution,
suspension, revocation, exercise and effect of proxies is governed by law.

         Section 17.       INSPECTORS OF ELECTION. Before any meeting of
shareholders, the Board of Directors may appoint any persons, other than
nominees for office, to act as inspectors of election at the meeting or its
adjournment. If no inspectors of election are so appointed, the chairman of the
meeting may, and on the request of any shareholder or a shareholder's proxy
shall, appoint inspectors of election at the meeting. The number of inspectors
shall be either one (1) or three (3). If inspectors are appointed at a meeting
on the request of one or more shareholders or proxies, the majority of shares
represented in person or proxy shall determine whether one (1) or three (3)
inspectors are to be appointed. If any person appointed as inspector fails to
appear or fails or refuses to act, the chairman of the meeting may, and upon the
request of any shareholder or a shareholder's proxy shall, appoint a person to
fill that vacancy.

         These inspectors shall:

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

                  (b)      Receive votes, ballots, or consents;

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

                  (d)      Count and tabulate all votes or consents;


                                       7

<PAGE>

                  (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.

                                   ARTICLE IV

                               BOARD OF DIRECTORS

         Section 18.       POWERS. Subject to the provisions of law or any
limitations in the Articles of Incorporation or these bylaws, as 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. The Board of Directors may delegate the management of the
day-to-day operation of the business of the corporation to a management
company or other person, provided that the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised
under the ultimate direction of the Board of Directors.

         Section 19.       NUMBER OF DIRECTORS. The authorized number of
directors of the corporation shall not be less than a minimum of three (3)
nor more than a maximum of five (5) (which maximum number in no case shall be
greater than two times said minimum, minus one) and the number of directors
presently authorized is three (3). The exact number of directors shall be set
within these limits from time to time (a) by approval of the Board of
Directors, or (b) 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 at least a majority of the
required quorum) or by the written consent of shareholders pursuant to
Section 13 hereinabove.

         Any amendment of these bylaws changing the maximum or minimum number
of directors may be adopted only by the affirmative vote of a majority of the
outstanding shared entitled to vote; provided, an amendment reducing the
minimum number of directors to less than five (5), cannot be adopted if votes
cast against its adoption at a meeting or the shares not consenting to it in
the case of action by written consent are equal to more than 16-2/3 percent
of the outstanding shares entitled to vote.

         Section 20.       ELECTION OF DIRECTORS, TERM, QUALIFICATIONS. The
directors shall be elected at each annual meeting of shareholders to hold
office until the next annual meeting. Each director, including a director
elected or appointed to fill a vacancy, shall hold office either until the
expiration of the term for which elected or appointed and until a successor
has been elected and qualified, or until his death, resignation or removal.
Directors need not be shareholders of the corporation.

         Section 21.       RESIGNATIONS. Any director of the corporation 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 specifies effectiveness at a future time, a successor may
be elected

                                       8

<PAGE>

pursuant to Section 23 of these bylaws to take office on the date that the
resignation becomes effective.

         Section 22.       REMOVAL.  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 who has been convicted of a felony.

         The entire Board of Directors or any individual director may be
removed from office without cause by the affirmative vote of a majority of
the outstanding shares entitled to vote on such removal; PROVIDED, HOWEVER,
that unless the entire Board is removed, no individual director may be
removed when the votes cast against such director's removal, or not
consenting in writing to such removal, would be sufficient to elect that
director if voted cumulatively at an election at which the same total number
of votes cast 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 such director's most recent election were then
being elected.

         Section 23.       VACANCIES. A vacancy or vacancies on the Board of
Directors shall be deemed to exist in case of the death, resignation or
removal of any director, or upon increase in the authorized number of
directors or if shareholders fail to elect the full authorized number of
directors at an annual meeting of shareholders or if, for whatever reason,
there are fewer directors on the Board of Directors, than the full number
authorized. Such vacancy or vacancies, other than a vacancy created by the
removal of a director, may be filled by a majority of the remaining
directors, though less than a quorum, or by a sole remaining director. A
vacancy created by the removal of a director 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 at least a majority of the required quorum) or by the written
consent of shareholders pursuant to Section 13 hereinabove. The shareholders
may elect a director at any time to fill any vacancy not filled by the
directors. Any such election by written consent, other than to fill a vacancy
created by removal, requires the consent of a majority of the outstanding
shares entitled to vote. Any such election by written consent to fill a
vacancy created by removal requires the consent of all of the outstanding
shares entitled to vote.

         If, after the filling of any vacancy by the directors, the directors
then in office who have been elected by the shareholders constitute less than
a majority of the directors then in office, any holder or holders of an
aggregate of five percent (5 %) or more of the shares outstanding at that
time and having the right to vote for such directors may call a special
meeting of shareholders to be held to elect the entire Board of Directors.
The term of office of any director shall terminate upon such election of a
successor.

         Section 24.       REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such times, places and dates as fixed in these
bylaws or by the Board of Directors; PROVIDED, HOWEVER, that if the date for
such a meeting falls on a legal holiday, then the meeting shall be held at
the same time on the next succeeding full business day. Regular meetings of
the Board of Directors held pursuant to this Section 24 may be held without
notice.

         Section 25.       ELECTRONIC PARTICIPATION. So long as permitted by
statute, directors may participate in a meeting through any means of
communication, including conference telephone,

                                       9

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electronic video screen communication, or other communications equipment.
Participating in a meeting pursuant to this section constitutes presence in
person at that meeting if each participating director is provided the means
to communicate with all of the other directors concurrently and (a) the
meeting is held by conference telephone or video conferencing or other
communications mode enabling participants to determine, through voice or
image recognition, that a participant is or is not a director entitled to
participate in the meeting or (b) another communications device (such as a
computer modem) is used in conjunction with another method (determined in the
discretion of the chairperson of the meeting) enabling participants to
determine that a participant is or is not a director entitled to participate
in the meeting. Such verification method may include use of passwords or
similar codes for gaining access to the meeting or encryption and
authentication technology approved in the discretion of the chairperson.

         Section 26.       SPECIAL MEETINGS.  Special meetings of the Board
of Directors for any purpose may be called by the Chairman of the Board or
the President or any vice president or the Secretary of the corporation or
any two (2) directors.

         Section 27.       NOTICE OF MEETINGS. Notice of the date, time and
place of all meetings of the Board of Directors, other than regular meetings
held pursuant to Section 24 above shall be delivered personally, orally or in
writing, or by telephone, including a voice messaging system or other system
or technology designed to record and communication messages, telegraph,
facsimile, electronic mail, or other electronic means to each director, at
least forty-eight (48) hours before the meeting, or sent in writing to each
director by first-class mail, charges prepaid, at least four (4) days before
the meeting. Such notice may be given by the Secretary of the corporation or
by the person or persons who called a meeting. Such notice need not specify
the purpose of the meeting. Notice of any meeting of the Board of Directors
need not be given to any director who signs a waiver of notice of such
meeting, or a consent to holding the meeting or an approval of the minutes
thereof, either before or after the meeting, or who attends the meeting
without protesting prior thereto or at its commencement such director's lack
of notice. All such waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

         Section 28.       PLACE OF MEETINGS. Meetings of the Board of
Directors may be held at any place within or without the state which has been
designated in the notice of the meeting or, if not stated in the notice or
there is no notice, designated in the bylaws or by resolution of the Board of
Directors.

         Section 29.       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, if all members of the Board of Directors
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 of Directors. Such action by written consent shall have the same force
and effect as a unanimous vote of such directors.

         Section 30.       QUORUM AND TRANSACTION OF BUSINESS. 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 authorized number of directors present at a meeting

                                       10

<PAGE>

duly held at which a quorum is present shall be the act of the Board of
Directors, unless the law, the Articles of Incorporation or these bylaws
specifically require a greater number. A meeting at which a quorum is
initially present may continue to transact business, notwithstanding
withdrawal of directors, if any action taken is approved by at least a
majority of the number of directors constituting a quorum for such meeting.
In the absence of a quorum at any meeting of the Board of Directors, a
majority of the directors present may adjourn the meeting, as provided in
Section 31 of these bylaws.

         Section 31.       ADJOURNMENT. Any meeting of the Board of
Directors, whether or not a quorum is present, may be adjourned to another
time and place by the affirmative vote of a majority of the directors
present. If the meeting is adjourned for more than twenty-four (24) hours,
notice of such 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 32.       ORGANIZATION. The Chairman of the Board shall
preside at every meeting of the Board of Directors, if present. If there is
no Chairman of the Board or if the Chairman is not present, a Chairman chosen
by a majority of the directors present shall act as chairman. The Secretary
of the corporation or, in the absence of the Secretary, any person appointed
by the Chairman shall act as secretary of the meeting.

         Section 33.       COMPENSATION.  Directors and members of committees
may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by the Board of
Directors.

         Section 34.       COMMITTEES. The Board of Directors may, by
resolution adopted by a majority of the authorized number of directors,
designate one or more committees, each consisting of two (2) or more
directors, to serve at the pleasure of the Board of Directors. The Board of
Directors, by a vote of the majority of authorized directors, may designate
one or more directors as alternate members of any committee, to replace any
absent member at any meeting of such committee. Any such committee shall have
authority to act in the manner and to the extent provided in the resolution
of the Board of Directors, and may have all the authority of the Board of
Directors in the management of the business and affairs of the corporation,
except with respect to:

                  (a)      the approval of any action for which shareholders'
approval or approval of the outstanding shares also is required by the
California Corporations Code;

                  (b)      the filling of vacancies on the Board of Directors
or any of its committees;

                  (c)      the fixing of compensation of directors for
serving on the Board of Directors or any of its committees;

                  (d)      the adoption, amendment or repeal of these 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;

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<PAGE>

                  (f)      a distribution to shareholders, 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 other committees of the Board
of Directors or the members thereof.

         Any committee may from time to time provide by resolution for
regular meetings at specified times and places. If the date of such a meeting
falls on a legal holiday, then the meeting shall be held at the same time on
the next succeeding full business day. No notice of such a meeting need be
given. Such regular meetings need not be held if the committee shall so
determine at any time before or after the time when such meeting would
otherwise have taken place. Special meetings may be called at any time in the
same manner and by the same persons as stated in Sections 26 and 27 of these
bylaws for meetings of the Board of Directors. The provisions of Sections 25,
28, 29, 30, 31 and 32 of these bylaws shall apply to committees, committee
members and committee meetings as if the words "committee" and "committee
member" were substituted for the word "Board of Directors", and "director",
respectively, throughout such sections.

                                    ARTICLE V

                                    OFFICERS

         Section 35.       OFFICERS. The corporation shall have a Chairman of
the Board or a President or both, a Secretary, a Chief Financial Officer and
such other officers with such titles and duties as the Board of Directors may
determine. Any two or more offices may be held by the same person.

         Section 36.       APPOINTMENT. All officers shall be chosen and
appointed by the Board of Directors; PROVIDED, HOWEVER, the Board of
Directors may empower the chief executive officer of the corporation to
appoint such officers, other than Chairman of the Board, President, Secretary
or Chief Financial Officer, as the business of the corporation may require.
All officers shall serve at the pleasure of the Board of Directors, subject
to the rights, if any, of an officer under a contract of employment.

         Section 37.       INABILITY TO ACT. In the case of absence or
inability to act of any officer of the corporation or of any person
authorized by these bylaws to act in such officer's place, the Board of
Directors may from time to time delegate the powers or duties of such officer
to any other officer, or any director or other person whom it may select, for
such period of time as the Board of Directors deems necessary.

         Section 38.       RESIGNATIONS. Any officer may resign at any time
upon written notice to the corporation, without prejudice to the rights, if
any, of the corporation under any contract to which such officer is a party.
Such resignation shall be effective upon its receipt by the Chairman of the
Board, the President, the Secretary or the Board of Directors, unless a
different time is specified in the notice for effectiveness of such
resignation. The acceptance of any such resignation shall not be necessary to
make it effective unless otherwise specified in such notice.

                                      12

<PAGE>

         Section 39.       REMOVAL. Any officer may be removed from office at
any time, with or without cause, but subject to the rights, if any, of such
officer under any contract of employment, by the Board of Directors or by any
committee to whom such power of removal has been duly delegated, or, with
regard to any officer who has been appointed by the chief executive officer
pursuant to Section 36 above, by the chief executive officer or any other
officer upon whom such power of removal may be conferred by the Board of
Directors.

         Section 40.       VACANCIES.  A vacancy occurring in any office for
any cause may be filled by the Board of Directors, in the manner prescribed
by this Article of the bylaws for initial appointment to such office.

         Section 41.       CHAIRMAN OF THE BOARD. The Chairman of the Board,
if there be such an officer, shall, if present, preside at all meetings of
the Board of Directors and shall exercise and perform such other powers and
duties as may be assigned from time to time by the Board of Directors or
prescribed by these bylaws. If no President is appointed, the Chairman of the
Board is the general manager and chief executive officer of the corporation,
and shall exercise all powers of the President described in Section 42 below.

         Section 42.       PRESIDENT. Subject to such powers, if any, as may
be given by the Board of Directors to the Chairman of the Board, if there be
such an officer, the President shall be the general manager and chief
executive officer of the corporation and shall have general supervision,
direction, and control over the business and affairs of the corporation,
subject to the control of the Board of Directors. The President may sign and
execute, in the name of the corporation, any instrument authorized by the
Board of Directors, except when the signing and execution thereof shall have
been expressly delegated by the Board of Directors or by these bylaws to some
other officer or agent of the corporation. The President shall have all the
general powers and duties of management usually vested in the president of a
corporation, and shall have such other powers and duties as may be prescribed
from time to time by the Board of Directors or these bylaws. The President
shall have discretion to prescribe the duties of other officers and employees
of the corporation in a manner not inconsistent with the provisions of these
bylaws and the directions of the Board of Directors.

         Section 43.       VICE PRESIDENTS. In the absence or disability of
the President, in the event of a vacancy in the office of President, or in
the event such officer refuses to act, the Vice President 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 on, the President. If at any such
time the corporation has more than one vice president, the duties and powers
of the President shall pass to each vice president in order of such vice
president's rank as fixed by the Board of Directors or, if the vice
presidents are not so ranked, to the vice president designated by the Board
of Directors. The vice presidents shall have such other powers and perform
such other duties as may be prescribed for them from time to time by the
Board of Directors or pursuant to Sections 35 and 36 of these bylaws or
otherwise pursuant to these bylaws.

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<PAGE>

         Section 44.       SECRETARY.  The Secretary shall:

                  (a)      Keep, or cause to be kept, minutes of all meetings
of the corporation's shareholders, Board of Directors, and committees of the
Board of Directors, if any. Such minutes shall be kept in written form.

                  (b)      Keep, or cause to be kept, at the principal
executive office of the corporation, or at the office of its transfer agent
or registrar, if any, a record of the corporation's shareholders, showing the
names and addresses of all shareholders, and the number and classes of shares
held by each. Such records shall be kept in written form or any other form
capable of being converted into written form.

                  (c)      Keep, or cause to be kept, at the principal
executive office of the corporation, or if the principal executive office is
not in California, at its principal business office in California, an
original or copy of these bylaws, as amended.

                  (d)      Give, or cause to be given, notice of all meetings
of shareholders, directors and committees of the Board of Directors,. as
required by law or by these bylaws.

                  (e)      Keep the seal of the corporation, if any, in safe
custody.

                  (f)      Exercise such powers and perform such duties as
are usually vested in the office of secretary of a corporation, and exercise
such other powers and perform such other duties as may be prescribed from
time to time by the Board of Directors or these bylaws.

         If any assistant secretaries are appointed, the assistant secretary,
or one of the assistant secretaries in the order of their rank as fixed by
the Board of Directors or, if they are not so ranked, the assistant secretary
designated by the Board of Directors, in the absence or disability of the
Secretary or in the event of such officer's refusal to act or if a vacancy
exists in the office of Secretary, shall perform the duties and exercise the
powers of the Secretary and discharge such duties as may be assigned from
time to time pursuant to these bylaws or by the Board of Directors.

         Section 45.       CHIEF FINANCIAL OFFICER.  The Chief Financial
Officer shall:

                  (a)      Be responsible for all functions and duties of the
treasurer of the corporation.

                  (b)      Keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of account for the
corporation.

                  (c)      Receive or be responsible for receipt of all
monies due and payable to the corporation from any source whatsoever; have
charge and custody of, and be responsible for, all monies and other valuables
of the corporation and be responsible for deposit of all such monies in the
name and to the credit of the corporation with such depositories as may be
designated by the Board of Directors or a duly appointed and authorized
committee of the Board of Directors.

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<PAGE>

                  (d)      Disburse or be responsible for the disbursement of
the funds of the corporation as may be ordered by the Board of Directors or a
duly appointed and authorized committee of the Board of Directors.

                  (e)      Render to the chief executive officer and the
Board of Directors a statement of the financial condition of the corporation
if called upon to do so.

                  (f)      Exercise such powers and perform such duties as
are usually vested in the office of chief financial officer of a corporation,
and exercise such other powers and perform such other duties as may be pre
scribed by the Board of Directors or these bylaws.

         If any assistant financial officer is appointed, the assistant
financial officer, or one of the assistant financial officers, if there are
more than one, in the order of their rank as fixed by the Board of Directors
or, if they are not so ranked, the assistant financial officer designated by
the Board of Directors, shall, in the absence or disability of the Chief
Financial Officer or in the event of such officer's refusal to act, perform
the duties and exercise the powers of the Chief Financial Officer, and shall
have such powers and discharge such duties as may be assigned from time to
time pursuant to these bylaws or by the Board of Directors.

         Section 46.       COMPENSATION. The compensation of the officers
shall be fixed from time to time by the Board of Directors, and no officer
shall be prevented from receiving such compensation by reason of the fact
that such officer is also a director of the corporation.

                                   ARTICLE VI

               CONTRACTS, LOANS, BANK ACCOUNTS, CHECKS AND DRAFTS

         Section 47.       EXECUTION OF CONTRACTS AND OTHER INSTRUMENTS.
Except as these bylaws may otherwise provide, the Board of Directors or its
duly appointed and authorized committee may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authorization may be general or confined to specific instances. Except as so
authorized or otherwise expressly provided in these bylaws, 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 in any amount.

         Section 48.       LOANS. No loans shall be contracted on behalf of
the corporation and no negotiable paper shall be issued in its name, unless
and except as authorized by the Board of Directors or its duly appointed and
authorized committee. When so authorized by the Board of Directors or such
committee, any officer or agent of the corporation may effect loans and
advances at any time for the corporation from any bank, trust company, or
other institution, or from any firm, corporation or individual, and for such
loans and advances may make, execute and deliver promissory notes, bonds or
other evidences of indebtedness of the corporation and, when authorized as
aforesaid, may mortgage, pledge, hypothecate or transfer any and all stocks,
securities and other property, real or personal, at any time held by the
corporation, and to that end endorse, assign and deliver the same as security
for the payment of any and all loans,

                                      15

<PAGE>

advances, indebtedness, and liabilities of the corporation. Such
authorization may be general or confined to specific instances.

         Section 49.       BANK ACCOUNTS. The Board of Directors or its duly
appointed and authorized committee from time to time may authorize the
opening and keeping of general and/or special bank accounts with such banks,
trust companies, or other depositories as may be selected by the Board of
Directors, its duly appointed and authorized committee or by any officer or
officers, agent or agents, of the corporation to whom such power may be
delegated from time to time by the Board of Directors. The Board of Directors
or its duly appointed and authorized committee may make such rules and
regulations with respect to said bank accounts, not inconsistent with the
provisions of these bylaws, as are deemed advisable.

         Section 50.       CHECKS, DRAFTS, ETC. All checks, drafts or other
orders for the payment of money, notes, acceptances or other evidences of
indebtedness issued in the name of the corporation shall be signed by such
officer or officers, agent or agents, of the corporation, and in such manner,
as shall be determined from time to time by resolution of the Board of
Directors or its duly appointed and authorized committee. Endorsements for
deposit to the credit of the corporation in any of its duly authorized
depositories may be made, without counter-signature, by the President or any
vice president or the Chief Financial Officer or any assistant financial
officer or by any other officer or agent of the corporation to whom the Board
of Directors or its duly appointed and authorized committee, by resolution,
shall have delegated such power or by hand-stamped impression in the name of
the corporation.

                                   ARTICLE VII

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         Section 51.       CERTIFICATE FOR SHARES. Every holder of shares in
the corporation shall be entitled to have a certificate signed in the name of
the corporation by the Chairman or Vice Chairman of the Board or the
President or a Vice President and by the Chief Financial Officer or an
assistant financial officer or by 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 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.

         In the event that the corporation shall issue any shares as only
partly paid, the certificate issued to represent such partly paid shares
shall have stated thereon the total consideration to be paid for such shares
and the amount paid thereon.

         Section 52.       TRANSFER ON THE BOOKS. Upon surrender to the
Secretary or transfer agent (if any) of the corporation of a certificate for
shares of the corporation duly endorsed, with reasonable assurance that the
endorsement is genuine and effective, or accompanied by proper evidence of
succession, assignment or authority to transfer and upon compliance with
applicable federal and state securities laws and if the corporation has no
statutory duty to inquire into

                                      16

<PAGE>

adverse claims or has discharged any such duty and if any applicable law
relating to the collection of taxes has been complied with, it shall be the
duty of the corporation, by its Secretary or transfer agent, to cancel the
old certificate, to issue a new certificate to the person entitled thereto
and to record the transaction on the books of the corporation.

         Section 53.       LOST, DESTROYED AND STOLEN CERTIFICATES. The
holder of any certificate for shares of the corporation alleged to have been
lost, destroyed or stolen shall notify the corporation by making a written
affidavit or affirmation of such fact. Upon receipt of said affidavit or
affirmation the Board of Directors, or its duly appointed and authorized
committee or any officer or officers authorized by the Board so to do, may
order the issuance of a new certificate for shares in the place of any
certificate previously issued by the corporation and which is alleged to have
been lost, destroyed or stolen. However, the Board of Directors or such
authorized committee, officer or officers may require the owner of the
allegedly lost, destroyed or stolen certificate, or such owner's legal
representative, to give the corporation a bond or other adequate security
sufficient to indemnify the corporation and its transfer agent and/or
registrar, if any, against any claim that may be made against it or them on
account of such allegedly lost, destroyed or stolen certificate or the
replacement thereof. Said bond or other security shall be in such amount, on
such terms and conditions and, in the case of a bond, with such surety or
sureties as may be acceptable to the Board of Directors or to its duly
appointed and authorized committee or any officer or officers authorized by
the Board of Directors to determine the sufficiency thereof. The requirement
of a bond or other security may be waived in particular cases at the
discretion of the Board of Directors or its duly appointed and authorized
committee or any officer or officers authorized by the Board of Directors so
to do.

         Section 54.       ISSUANCE, TRANSFER AND REGISTRATION OF SHARES. The
Board of Directors may make such rules and regulations, not inconsistent with
law or with these bylaws, as it may deem advisable concerning the issuance,
transfer and registration of certificates for shares of the capital stock of
the corporation. The Board of Directors may appoint a transfer agent or
registrar of transfers, or both, and may require all certificates for shares
of the corporation to bear the signature of either or both.

                                   ARTICLE VII

                         INSPECTION OF CORPORATE-RECORDS

         Section 55.       INSPECTION BY DIRECTORS. Every director shall have
the absolute right at any reasonable time to inspect and copy all books,
records, and documents of every kind of the corporation and any of its
subsidiaries and to inspect the physical properties of the corporation and
any of its subsidiaries. Such inspection may be made by the director in
person or by agent or attorney, and the right of inspection includes the
right to copy and make extracts.

         Section 56.       INSPECTION BY SHAREHOLDERS.

                  (a)      INSPECTION OF CORPORATE RECORDS.

                           (1)      A shareholder or shareholders holding at
least five (5%) percent in the aggregate of the outstanding voting shares of
the corporation or who hold at least one percent

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<PAGE>

of such voting shares and have filed a Schedule 14B with the United States
Securities and Exchange Commission relating to the election of directors of
the corporation shall have an absolute right to do either or both of the
following:

                                    (i)      Inspect and copy the record of
shareholders' names and addresses and shareholdings during usual business
hours upon five (5) business days' prior written demand upon the corporation;
or

                                    (ii)     Obtain from the transfer agent,
if any, for the corporation, upon five business days' prior written demand
and upon the tender of its usual charges for such a list (the amount of which
charges shall be stated to the shareholder by the transfer agent upon
request), a list of the shareholders' names and addresses who are entitled to
vote for the election of directors and their shareholdings, as of the most
recent record date for which it has been compiled or as of a date specified
by the shareholder subsequent to the date of demand.

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

                           (3)      The accounting books and records and
minutes of proceedings of the shareholders and the Board of Directors and of
any committees of the Board of Directors of the corporation and of each of
its subsidiaries shall be open to inspection, copying and making extracts
upon written demand on the corporation of any shareholder or holder of a
voting trust certificate at any reasonable time during usual business hours,
for a purpose reasonably related to such holder's interests as a shareholder
or as a holder of such voting trust certificate.

                           (4)      Any inspection, copying, and making of
extracts under this subsection (a) may be done in person or by agent or
attorney.

                  (b)      INSPECTION OF BYLAWS. The original or a copy of
these bylaws shall be kept as provided in Section 44 of these bylaws and
shall be open to inspection by the shareholders at all reasonable times
during office hours. If the principal executive office of the corporation is
not in California, and the corporation has no principal business office in
the state of California, a current copy of these bylaws shall be furnished to
any shareholder upon written request.

         Section 57.       WRITTEN FORM. If any record subject to inspection
pursuant to Section 56 above is not maintained in written form, a request for
inspection is not complied with unless and until the corporation at its
expense makes such record available in written form.

                                   ARTICLE IX

                                  MISCELLANEOUS

         Section 58.       FISCAL YEAR. Unless otherwise fixed by resolution
of the Board of Directors, the fiscal year of the corporation shall end on
the 30th day of June in each calendar year.

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<PAGE>

         Section 59.       ANNUAL REPORT.

                  (a)      Subject to the provisions of Section 59(b) below,
the Board of Directors shall cause an annual report to be sent to each
shareholder of the corporation in the manner provided in Section 9 of these
bylaws not later than one hundred twenty (120) days after the close of the
corporation's fiscal year. Such report shall include 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, accompanied by any report thereon
of independent accountants or, if there is no such report, the certificate of
an authorized officer of the corporation that such statements were prepared
without audit from the books and records of the corporation. When there are
more than 100 shareholders of record of the corporation's shares, as
determined by Section 605 of the California Corporations Code, additional
information as required by Section 1501(b) of the California Corporations
Code shall also be contained in such report, provided that if the corporation
has a class of securities registered under Section 12 of the United States
Securities Exchange Act of 1934, that Act shall take precedence. Such report
shall be sent to shareholders at least fifteen (15) (or, if sent by
third-class mail, thirty-five (35)) days prior to the next annual meeting of
shareholders after the end of the fiscal year to which it relates.

                  (b)      If and so long as there are fewer than 100 holders
of record of the corporation's shares, the requirement of sending of an
annual report to the shareholders of the corporation is hereby expressly
waived.

         Section 60.       RECORD DATE. The Board of Directors may fix a time
in the future as a record date for the determination of the shareholders
entitled to notice of or to vote at any meeting or entitled to receive
payment of any dividend or other distribution or allotment of any rights or
entitled to exercise any rights in respect of any change, conversion or
exchange of shares or entitled to exercise any rights in respect of any other
lawful action. The record date so fixed shall not be more than sixty (60)
days nor less than ten (10) days prior to the date of the meeting nor more
than sixty (60) days prior to any other action or event for the purpose of
which it is fixed. If no record date is fixed, the provisions of Section 15
of these bylaws shall apply with respect to notice of meetings, votes, and
consents and 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 resolutions relating thereto, or the sixtieth (60th) day
prior to the date of such other action or event, whichever is later.

         Only shareholders of record at the close of business on the record
date shall be entitled to notice and to vote or to receive the dividend,
distribution or allotment of rights or to exercise the rights, as the case
may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date, except as otherwise provided in the
Articles of Incorporation, by agreement or by law.

         Section 61.       BYLAW AMENDMENTS. Except as otherwise provided by
law or Section 19 of these bylaws, these bylaws may be amended or repealed by
the Board of Directors or by the affirmative vote of a majority of the
outstanding shares entitled to vote, including, if applicable, the
affirmative vote of a majority of the outstanding shares of each class or
series entitled by law or the Articles of Incorporation to vote as a class or
series on the amendment or repeal or adoption of any bylaw or bylaws;
PROVIDED, HOWEVER, after issuance of shares, a bylaw specifying

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<PAGE>

or changing a fixed number of directors or the maximum or minimum number or
changing from a fixed to a variable board or vice versa may only be adopted
by approval of the outstanding shares as provided herein.

         Section 62.       CONSTRUCTION AND DEFINITION. Unless the context
requires otherwise, the general provisions, rules of construction, and
definitions contained in the California Corporations' Code shall govern the
construction of these bylaws.

         Without limiting the foregoing, "shall" is mandatory and "may" is
permissive.

                                    ARTICLE X

                                 INDEMNIFICATION

         Section 63.       INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER AGENTS.

                  (a)      DIRECTORS. The corporation shall indemnify its
directors to the fullest extent not prohibited by the California General
Corporation Law; PROVIDED, HOWEVER, that the corporation may limit the extent
of such indemnification by individual contracts with its directors; and,
PROVIDED, FURTHER, that the corporation shall not be required to indemnify
any director in connection with any proceeding (or part thereof) initiated by
such person or any proceeding by such person against the corporation or its
directors, officers, employees or other agents unless (i) such
indemnification is expressly required to be made by law, (ii) the proceeding
was authorized by the board of directors of the corporation or (iii) such
indemnification is provided by the corporation, in its sole discretion,
pursuant to the powers vested in the corporation under the California General
Corporation Law.

                  (b)      OFFICERS, EMPLOYEES AND OTHER AGENTS. The
corporation shall have power to indemnify its officers, employees and other
agents as set forth in the California General Corporation Law.

                  (c)      DETERMINATION BY THE CORPORATION. Promptly after
receipt of a request for indemnification hereunder (and in any event within
90 days thereof) a reasonable, good faith determination as to whether
indemnification of the director is proper under the circumstances because
each director has met the applicable standard of care shall be made by:

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

                           (2)      if such quorum is not obtainable, by
independent legal counsel in a written opinion; or

                           (3)      approval or ratification by the
affirmative vote of a majority of the shares of this corporation 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) or by written consent of a majority of the outstanding shares
entitled to vote; where in each case the shares owned b the person to be
indemnified shall not be considered entitled to vote thereon.

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                  (d)      GOOD FAITH.

                           (1)      For purposes of any determination under
this bylaw, a director shall be deemed to have acted in good faith and in a
manner he reasonably believed to be in the best interests of the corporation
and its shareholders, and, with respect to any criminal action or proceeding,
to have had no reasonable cause to believe that his conduct was unlawful, if
his action is based on information, opinions, reports and statements,
including financial statements and other financial data, in each case
prepared or presented by:

                                    (i)      one or more officers or
employees of the corporation whom the director believed to be reliable and
competent in the matters presented;

                                    (ii)     counsel, independent accountants
or other persons as to matters which the director believed to be within such
person's professional competence; and

                                    (iii)    a committee of the Board upon
which such director does not serve, as to matters within such committee's
designated authority, which committee the director believes to merit
confidence; so long as, in each case, the director acts without knowledge
that would cause such reliance to be unwarranted.

                           (2)      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 he reasonably believed to be in
the best interests of the corporation and its shareholders or that he had
reasonable cause to believe that his conduct was unlawful.

                           (3)      The provisions of this paragraph (d)
shall not be deemed to be exclusive or to limit in any way the circumstances
in which a person may be deemed to have met the applicable standard of
conduct set forth by the California General Corporation Law.

                  (e)      EXPENSES. The corporation shall advance, prior to
the final disposition of any proceeding, promptly following request therefor,
all expenses incurred by any director in connection with such proceeding upon
receipt of an undertaking by or on behalf of such person to repay said
amounts if it shall be determined ultimately that such person is not entitled
to be indemnified under this bylaw or otherwise.

                  (f)      ENFORCEMENT. Without the necessity of entering
into an express contract, all rights to indemnification and advances to
directors under this bylaw shall be deemed to be contractual rights and be
effective to the same extent and as if provided for in a contract between the
corporation and the director. Any right to indemnification or advances
granted by this bylaw to a director shall be enforceable by or on behalf of
the person holding such right in the forum in which the proceeding is or was
pending or, if such forum is not available or a determination is made that
such forum is not convenient, in any court of competent jurisdiction if (i)
the claim for indemnification or advances is denied, in whole or in part, or
(ii) no disposition of such claim is made within ninety (90) days of request
therefor. The claimant in such enforcement action, if successful in whole or
in part, shall be entitled to be paid also the expense of prosecuting his
claim. The corporation shall be entitled to raise as a defense to any such
action (other than an action brought to enforce a claim for expenses incurred
in connection with any proceeding in

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advance of its final disposition when the required undertaking has been
tendered to the corporation) that the claimant has not met the standards of
conduct that make it permissible under the California General Corporation Law
for the corporation to indemnify the claimant for the amount claimed. Neither
the failure of the corporation (including its board of directors, independent
legal counsel or its shareholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he has met the applicable standard of conduct set
forth in the California General Corporation Law, nor an actual determination
by the corporation (including its board of directors, independent legal
counsel or its shareholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that claimant has not met the applicable standard of conduct.

                  (g)      NON-EXCLUSIVITY OF RIGHTS. To the fullest extent
permitted by the corporation's Articles of Incorporation and the California
General Corporation Law, the rights conferred on any person by this bylaw
shall not be exclusive of any other right which such person may have or
hereafter acquire under any statute, provision of the Articles of
Incorporation, bylaws, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding office. The corporation is
specifically authorized to enter into individual contracts with any or all of
its directors, officers, employees or agents respecting indemnification and
advances, to the fullest extent permitted by the California General
Corporation Law and the corporation's Articles of Incorporation.

                  (h)      SURVIVAL OF RIGHTS. The rights conferred on any
person by this bylaw shall continue as to a person who has ceased to be a
director and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                  (i)      INSURANCE. The corporation, upon approval by the
board of directors, may purchase insurance on behalf of any person required
or permitted to be indemnified pursuant to this bylaw.

                  (j)      AMENDMENTS. Any repeal or modification of this
bylaw shall only be prospective and shall not affect the rights under this
bylaw in effect at the time of the alleged occurrence of any action or
omission to act that is the cause of any proceeding against any agent of the
corporation.

                  (k)      EMPLOYEE BENEFIT PLANS. The corporation shall
indemnify the directors and officers of the corporation who serve at the
request of the corporation as trustees, investment managers or other
fiduciaries of employee benefit plans to the fullest extent permitted by the
California General Corporation Law.

                  (l)      SAVING CLAUSE. If this bylaw or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction,
then the corporation shall nevertheless indemnify each director to the
fullest extent permitted by any applicable portion of this bylaw that shall
not have been invalidated, or by any other applicable law.

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                  (m)      CERTAIN DEFINITIONS. For the purposes of this
bylaw, the following definitions shall apply:

                           (1)      The term "proceeding" shall be broadly
construed and shall include, without limitation, the investigation,
preparation, prosecution, defense, settlement and appeal of any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative.

                           (2)      The term "expenses" shall be broadly
construed and shall include, without limitation, court costs, attorneys'
fees, witness fees, fines, amounts paid in settlement or judgment and any
other costs and expenses of any nature or kind incurred in connection with
any proceeding, including expenses of establishing a right to indemnification
under this bylaw or any applicable law.

                           (3)      The term the "corporation" shall include,
in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power
and authority to indemnify its directors, officers, and employees or agents,
so that any person who is or was a director, officer, employee or agent of
such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this bylaw with respect to
the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

                           (4)      References to a "director," "officer,"
"employee," or "agent" of the corporation shall include, without limitation,
situations where such person is serving at the request of the corporation as
a director, officer, employee, trustee or agent of another corporation,
partnership, joint venture, trust or other enterprise.

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