EXHIBIT 3.2
















                           AMENDED AND RESTATED BYLAWS

                                       OF

                                    CASTELLE

                           (A CALIFORNIA CORPORATION)

                       As amended through January 25, 2001





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<TABLE>
<CAPTION>

                                                   TABLE OF CONTENTS


<S>               <C>                                                                                            <C>
Article I         Offices.........................................................................................1

Section 1.        Principal Office................................................................................1

Section 2.        Other Offices...................................................................................1

Article II        Corporate Seal..................................................................................1

Section 3.        Corporate Seal..................................................................................1

Article III       Shareholders' Meetings And Voting Rights........................................................1

Section 4.        Place Of Meetings...............................................................................1

Section 5.        Annual Meeting..................................................................................1

Section 6.        Postponement Of Annual Meeting..................................................................2

Section 7.        Special Meetings................................................................................2

Section 8.        Notice Of Meetings..............................................................................2

Section 9.        Manner Of Giving Notice.........................................................................3

Section 10.       Quorum And Transaction Of Business..............................................................4

Section 11.       Adjournment and Notice of Adjourned Meetings....................................................4

Section 12.       Waiver Of Notice, Consent To Meeting Or Approval Or Minutes.....................................4

Section 13.       Action By Written Consent Without A Meeting.....................................................5

Section 14.       Voting..........................................................................................6

Section 15.       Persons Entitled To Vote Or Consent.............................................................6

Section 16.       Proxies.........................................................................................7

Section 17.       Inspectors Of Election..........................................................................7

Article IV        Board Of Directors..............................................................................8

Section 18.       Powers..........................................................................................8

Section 19.       Number Of Directors.............................................................................8

Section 20.       Election Of Directors, Term, Qualifications.....................................................8

Section 21.       Resignations....................................................................................9

Section 22.       Removal.........................................................................................9

Section 23.       Vacancies.......................................................................................9

Section 24.       Regular Meetings...............................................................................10

Section 25.       Participation By Telephone.....................................................................10

Section 26.       Special Meetings...............................................................................10

Section 27.       Notice Of Meetings.............................................................................10

Section 28.       Place Of Meetings..............................................................................10

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Section 29.       Action By Written Consent Without A Meeting....................................................10

Section 30.       Quorum And Transaction Of Business.............................................................10

Section 31.       Adjournment....................................................................................11

Section 32.       Organization...................................................................................11

Section 33.       Compensation...................................................................................11

Section 34.       Committees.....................................................................................11

Article V         Officers.......................................................................................12

Section 35.       Officers.......................................................................................12

Section 36.       Appointment....................................................................................12

Section 37.       Inability To Act...............................................................................12

Section 38.       Resignations...................................................................................12

Section 39.       Removal........................................................................................12

Section 40.       Vacancies......................................................................................13

Section 41.       Chairman Of The Board..........................................................................13

Section 42.       President......................................................................................13

Section 43.       Vice Presidents................................................................................13

Section 44.       Secretary......................................................................................13

Section 45.       Chief Financial Officer........................................................................14

Section 46.       Compensation...................................................................................15

Article VI        Contracts, Loans, Bank Accounts, Checks And Drafts.............................................15

Section 47.       Execution Of Contracts And Other Instruments...................................................15

Section 48.       Loans..........................................................................................15

Section 49.       Bank Accounts..................................................................................15

Section 50.       Checks, Drafts, Etc............................................................................16

Article VII       Certificates For Shares And Their Transfer.....................................................16

Section 51.       Certificate For Shares.........................................................................16

Section 52.       Transfer On The Books..........................................................................16

Section 53.       Lost, Destroyed And Stolen Certificates........................................................16

Section 54.       Issuance, Transfer And Registration Of Shares..................................................17

Article VIII      Inspection Of Corporate Records................................................................17

Section 55.       Inspection By Directors........................................................................17

Section 56.       Inspection By Shareholders.....................................................................17

Section 57.       Written Form...................................................................................18

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Article IX        Miscellaneous..................................................................................18

Section 58.       Fiscal Year....................................................................................18

Section 59.       Annual Report..................................................................................18

Section 60.       Record Date....................................................................................19

Section 61.       Bylaw Amendments...............................................................................19

Section 62.       Construction And Definition....................................................................19

Article X         Indemnification................................................................................20

Section 63.       Indemnification Of Directors, Officers, Employees And Other Agents.............................20

Article XI        Loans Of Officers And Others...................................................................24

Section 64.       Certain Corporate Loans And Guaranties.........................................................24
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                                                                     Exhibit 3.2

                           AMENDED AND RESTATED BYLAWS

                                       OF

                                    CASTELLE

                           (A CALIFORNIA CORPORATION)

                       As amended through January 25, 2001

                                    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.

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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:

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               (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)  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.

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     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.


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 Or 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


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               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.

          (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


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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 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


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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;

          (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.

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     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;

          (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 be not less than a minimum of four (4) nor more than a maximum
of seven (7) (which  maximum  number in no case shall be greater  than two times
said  minimum,  minus one) and the number of directors  presently  authorized is
five (5). 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 shares 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.

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<PAGE>

     No  reduction  of the  authorized  number of  directors  shall  remove  any
director prior to the expiration of such director's term of office.

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  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.

                                       9
<PAGE>

     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........Participation By Telephone. Members of the Board of Directors
may  participate  in a meeting  through use of  conference  telephone or similar
communications  equipment,  so long as all members participating in such meeting
can hear one another. Such participation  constitutes presence in person at such
meeting.

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 or telegraph 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.

                                       10
<PAGE>

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 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;

                                       11
<PAGE>

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

          (f)  a distribution to 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.

Section 44........Secretary. The Secretary shall:

                                       13
<PAGE>

          (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  depositaries  as may be designated by the
               Board of Directors or a duly appointed and  authorized  committee
               of the Board of Directors.

                                       14
<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 prescribed 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  depositaries  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  depositaries may be made, without
countersignature,  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
handstamped 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  adverse  claims  or  has  discharged  any  such  duty  and if any
applicable  law relating to the


                                      16
<PAGE>

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 VIII
                         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  of such
                    voting  shares and have filed a Schedule 14B with the United
                    States  Securities and Exchange  Commission  relating to


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<PAGE>

                    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

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<PAGE>

Section 58........Fiscal Year. Unless otherwise fixed by resolution of the Board
of Directors,  the fiscal year of the  corporation  shall end on the 31st day of
December in each calendar year.

Section  59........Annual  Report.  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.

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  or  changing a fixed  number of  directors  or the
maximum or minimum  number or changing from


                                       19
<PAGE>

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 And Executive Officers. The corporation shall indemnify
               its directors and  executive  officers 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
               executive officers; and, provided,  further, that the corporation
               shall not be  required to  indemnify  any  director or  executive
               officer  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)  Other Officers, Employees And Other Agents. The corporation shall
               have the power to indemnify  its other  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 or executive officer is
               proper under the circumstances because such director or executive
               officer 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


                                       20
<PAGE>

                    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 by the person to
                    be  indemnified  shall not be  considered  entitled  to vote
                    thereon.

          (d)  Good Faith.

               (1)  For  purposes  of any  determination  under  this  bylaw,  a
                    director or executive  officer 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 or executive  officer  believed to be
                         reliable and competent in the matters presented;

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

                    (iii)with  respect to a director,  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  or  executive
                         officer  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 or  executive
               officer in  connection  with such  proceeding  upon receipt


                                       21
<PAGE>

               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.

     Notwithstanding  the foregoing,  unless  otherwise  determined  pursuant to
paragraph (f) of this bylaw,  no advance shall be made by the  corporation  if a
determination  is  reasonably  and promptly  made by the Board of Directors by a
majority  vote of a quorum  consisting  of directors who were not parties to the
proceeding  (or, if no such quorum  exists,  by  independent  legal counsel in a
written  opinion) that the facts known to the decision  making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner  that such person did not believe to be in the
best interests of the corporation and its shareholders.

          (f)  Enforcement.  Without the  necessity of entering  into an express
               contract, all rights to indemnification and advances to directors
               and  executive  officers  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 or executive  officer.  Any right to  indemnification or
               advances granted by this bylaw to a director or executive officer
               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 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


                                       22
<PAGE>

               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 or  executive  officer 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
               and  executive  officer to the fullest  extent  permitted  by any
               applicable  portion  of this  bylaw  that  shall  not  have  been
               invalidated, or by any other applicable law.

          (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


                                       23
<PAGE>

                    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 or was 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.

                                   ARTICLE XI
                          Loans Of Officers And Others

Section 64........Certain Corporate Loans And Guaranties. If the corporation has
outstanding shares held of record by 100 or more persons on the date of approval
by the Board of Directors,  the  corporation may make loans of money or property
to, or  guarantee  the  obligations  of, any officer of the  corporation  or its
parent or any  subsidiary,  whether or not a director of the  corporation or its
parent or any subsidiary, or adopt an employee benefit plan or plans authorizing
such loans or guaranties,  upon the approval of the Board of Directors alone, by
a vote  sufficient  without  counting  the vote of any  interested  director  or
directors,  if the Board of Directors determines that such a loan or guaranty or
plan may reasonably be expected to benefit the corporation.  Notwithstanding the
foregoing,  the corporation  shall have the power to make loans permitted by the
California Corporations Code.

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<PAGE>