Exhibit 3(b) Bylaws, as amended


                                     BYLAWS

                                       OF

                             FIRST FINANCIAL BANCORP
                            a California corporation
                      (as amended through January 29, 1999)


                               Article I. Offices

Section 1.01. Principal Office. The Board of Directors shall fix the location of
the principal executive office of the Corporation at any place within or without
the State of California.  If the principal  executive  office is located outside
this State,  and the Corporation has one or more business offices in this State,
the Board of Directors  shall fix and designate a principal  business  office in
the State of California.

Section 1.02.  Other  Offices.  The Board of Directors may at any time establish
branch or  subordinate  offices at any place or places where the  Corporation is
qualified to do business.

                    Article II. Meetings of the Shareholders

Section 2.01. Place of Meetings.  Meetings of shareholders  shall be held at any
place  within or  without  the State of  California  designated  by the Board of
Directors. In the absence of any such designation,  shareholders' meetings shall
be held at the principal office of the Corporation.

Section  2.02.  Annual  Meetings;  Shareholder  Proposals.  Annual  meetings  of
shareholders of the  Corporation  for the purpose of electing  directors and for
the  transaction of such other proper  business as may come before such meetings
may be held at such  time,  date and  places  as the  Board of  Directors  shall
determine by resolution.

Notice of proposals which  shareholders  intend to present at any annual meeting
of shareholders  and wish to be included in the proxy statement of management of
the  corporation  distributed  in  connection  with such annual  meeting must be
received a the principal  executive offices of the corporation not less than 120
days prior to the date on which,  during the previous year,  management's  proxy
statement  for the  previous  year's  annual  meeting was first  distributed  to
shareholders. Any such proposal, and the proponent shareholder, must comply with
the  eligibility  requirements  set forth in Rule  14a-8 of the  Securities  and
Exchange Commission.

Section 2.03.  Special  Meetings.  Special  meetings of the  shareholders may be
called at any time, for any purpose or purposes whatsoever, by the President, by
the Chairman of the Board, by the Secretary, by the Board of Directors or by one
or more  shareholders  holding  not less than ten  percent  (10%) of the  voting
shares of the Corporation.

Section 2.04.  Notice of Meetings.

         (A) Written notice of all meetings of the  shareholders  shall be given
to  each   shareholder   entitled   to  vote   by  the   Secretary   or  by  any
Assistant-Secretary,  or by any other  person  whom the Board of  Directors  may
charge with that duty. Such notice shall be given,  either personally or by mail
or other means of written  communication,  addressed to the  shareholder  at the
address of such  shareholder  appearing on the books of the Corporation or given
by the shareholder to the  Corporation for the purpose of notice;  or if no such
address appears or is given, at the place where the principal  executive  office
of the  Corporation is located or by publication at least once in a newspaper of
general  circulation  in the county in which the principal  executive  office is
located.  The notice or report shall be deemed to have been given when delivered
personally  or  deposited  in the  mail  or  sent  by  other  means  of  written
communication.  An  affidavit  of mailing of any notice


                                       65
<PAGE>

or  report  in  accordance   with  these  Bylaws   executed  by  the  Secretary,
Assistant-Secretary  or any transfer  agent shall be prima facie evidence of the
giving of the  notice or  report.  If any  notice  or  report  addressed  to the
shareholder  at the address of such  shareholder  appearing  on the books of the
Corporation  is returned to the  Corporation by the United States Postal Service
marked to indicate that the United  States  Postal  Service is unable to deliver
the notice or report to the shareholder at such address, then all future notices
shall be deemed to have been duly  given  without  further  mailing  if the same
shall be available  for the  shareholder  upon written  demand at the  principal
executive  office of the  Corporation  for a period of one year from the date of
giving of the notice or report to the other shareholders.

           (B) All notices  shall be given not fewer than ten (10) nor more than
sixty (60) days before the date of the meeting to each  shareholder  entitled to
vote  thereat.  Such  notice  shall state the place,  the date,  and hour of the
meeting  and (i) in the case of a special  meeting,  the  general  nature of the
business to be transacted,  and no other business may be transacted,  or (ii) in
the case of the annual meeting, those matters that the Board, at the time of the
mailing  of the  notice,  intends to  present  for  action by the  shareholders,
provided,  however,  that any shareholder  approval at an annual meeting,  other
than  unanimous  approval by those  entitled to vote on any matter  specified in
Section 310, 902, 1201, 1900 or 2007 of the California General  Corporation Law,
shall be valid only if the general nature of the proposal so approved was stated
in the notice of  meeting  or in any  written  waiver of  notice;  and  provided
further,  that any unanimous  shareholder approval at an annual meeting by those
entitled to vote on any matter specified in Section 310, 902, 1201, 1900 or 2007
of the California General Corporation Law shall be valid even though the general
nature of the proposal so approved was not stated in the notice of meeting or in
any written waiver of notice.  A notice of any meeting at which directors are to
be elected  shall  include  the names of  nominees  intended  at the time of the
notice to be presented by management for election.

Section 2.05.  Nominations for Directors.  Nominations for election to the Board
of  Directors  may be made  by the  Board  of  Directors  or by any  shareholder
entitled to vote for the election of  directors,  Nominations,  other than those
made by the Board of Directors,  shall be made in writing and shall be delivered
or mailed, with first-class United States mail postage prepaid, to the Secretary
not less than 20 days nor more than 50 days prior to any meeting of shareholders
called for the election of directors;  provided,  however,  that if less than 25
days notice of the meeting is given to the  shareholders,  such nomination shall
be mailed or delivered to the  Secretary not later than the close of business on
the seventh day following the day on which the notice of the meeting was mailed.
Shareholder  nominations shall contain the following information:  (a) the name,
age, business address and, if known, residence address of each proposed nominee;
(b) the principal  occupation or  employment of each proposed  nominee;  (c) the
total number of shares of capital stock of the Corporation that are beneficially
owned by each proposed nominee and by the nominating  shareholder;  (d) the name
and  residence  address  of  the  notifying  shareholder;   and  (e)  any  other
information the Corporation  must disclose  regarding  director  nominees in the
Corporation's proxy  solicitation.  Nominations not made in accordance with this
Section may be disregarded  by the Chairman of the meeting,  and if the Chairman
so instructs,  the  inspectors of election may disregard all votes cast for each
such nominee.

Section 2.06. Quorum. The presence in person or by proxy of the persons entitled
to vote a majority of the voting shares of the  Corporation at any meeting shall
constitute a quorum for the transaction of business. The shareholders present at
a duly  called or held  meeting at which a quorum is  present  may  continue  to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
shareholders  to leave  less than a quorum,  if any  action  taken  (other  than
adjournment)  is  approved  by a least a  majority  of the  shares  required  to
constitute a quorum.

Section 2.07. Adjourned Meeting and Notice Thereof.  Any shareholder's  meeting,
annual or special,  whether or not a quorum is present,  may be  adjourned  from
time to time by the vote of a  majority  of the  shares  represented  either  in
person or by proxy,  but in the  absence  of a quorum no other  business  may be
transacted at such meeting,  except as provided in Section 2.06 of these Bylaws.
It shall  not be  necessary  to give  any  notice  of the time and  place of the
adjourned  meeting or of the business to be  transacted  thereat,  other than by
announcement at the meeting at which such adjournment is taken except that, when
any  meeting is  adjourned  for more than  forty-five  (45) days or if after the
adjournment  a new record date is fixed for the adjourned  meeting,  a notice of
the adjourned  meeting shall be given to each  shareholder of record entitled to
vote thereat. At the adjourned meeting the Corporation may transact any business
which could have been transacted at the original meeting.



                                       66
<PAGE>

Section 2.08.  Voting at Meetings.

         (A) The  shareholders  entitled  to notice of any meeting or to vote at
any such  meeting  shall be the persons in whose name shares  stand on the stock
records of the  Corporation  on the record date  determined in  accordance  with
Section 2.09 of these Bylaws.

         (B) Voting shall in all cases be subject to the provisions of Chapter 7
of the California General Corporation Law and to the following provisions:

                      (1)   subject   to   clause   (8),   shares   held  by  an
administrator, executor, guardian, conservator or custodian may be voted by such
holder  either in person or by proxy,  without a transfer of the shares into the
holder's name;

                      (2) subject to clause (8),  shares standing in the name of
a trustee  may be voted by the  trustee,  either  in person or by proxy,  but no
trustee shall be entitled to vote shares so held without a transfer of them into
the trustee's name.

                      (3) shares standing in the name of a receiver may be voted
by such  receiver;  and shares held by or under the control of a receiver may be
voted by such receiver  without the transfer thereof into the receiver's name if
authority to do so is contained in the order of the court by which such receiver
was appointed;

                      (4)  subject  to  the  provisions  of  Section  705 of the
California  General  Corporation  Law and of Section 2.10 of these  Bylaws,  and
except where  otherwise  agreed in writing  between the parties,  a  shareholder
whose shares are pledged  shall be entitled to vote such shares until the shares
have been transferred  into the name of the pledgee,  and thereafter the pledgee
shall be entitled to vote the shares so transferred;

                      (5)  shares  standing  in the name of a minor may be voted
and the Corporation may treat all rights incident  thereto as exercisable by the
minor, in person or by proxy, whether or not the corporation has notice,  actual
or  constructive,  of the nonage,  unless a guardian of the minor's property has
been  appointed  and written  notice of such  appointment  has been given to the
Corporation;

                      (6) shares  standing  in the name of another  corporation,
domestic or foreign,  may be voted by such officer,  agent or proxyholder as the
bylaws of such  other  corporation  may  prescribe  or, in the  absence  of such
provision, as the Board of Directors of such other corporation may determine or,
in the absence of such determination, by the chairman of the board, president or
any vice-president of such other corporation,  or by any other person authorized
to do so by the chairman of the board,  president or any  vice-president of such
other corporation. Shares which are purported to be voted or any proxy purported
to be  executed  in the name of a  corporation  (whether or not any title of the
person signing is indicated) shall be presumed to be voted or the proxy executed
in accordance  with the provisions of this  subdivision,  unless the contrary is
shown;

                      (7) shares of the  Corporation  owned by any subsidiary of
the Corporation shall not be entitled to vote on any matter;

                      (8)  shares  held  by  the   Corporation  in  a  fiduciary
capacity, and shares of the Corporation held in a fiduciary capacity, and shares
of the  Corporation  held  in a  fiduciary  capacity  by any  subsidiary  of the
Corporation,  shall not be entitled to vote on any matter,  except to the extent
that the settlor or beneficial  owner possesses and exercises a right to vote or
to give the Corporation binding instructions as to how to vote such shares;

                      (9) if  shares  stand of record in the names of two (2) or
more persons,  whether  fiduciaries,  members of a  partnership,  joint tenants,
tenants  in  common,  husband  and wife as  community  property,  tenants by the
entirety,  voting trustees,  persons entitled to vote under a shareholder voting
agreement or otherwise, or if two or more persons (including  proxyholders) have
the same fiduciary relationship respecting the same shares, unless the Secretary
of the Corporation is given written notice to the contrary and is furnished with
a copy of the instrument or order  appointing them or creating the  relationship
wherein  it is so  provided,  their acts with  respect to voting  shall have the
following  effect:


                                       67
<PAGE>

                         (a) if only one votes, such act binds all;

                         (b) if more than one vote,  the act of the  majority so
                             voting binds all;

                         (c) if more than one vote, but the vote is evenly split
                             on any particular matter, each faction may vote the
                             securities in question proportionately.

If the instrument so filed or the registration of the shares shows that any such
tenancy is held in unequal  interests,  a majority or even split for the purpose
of the above shall be a majority or even split in interest.

           (C)  Subject  to the  following  sentence  and to the  provisions  of
Section  708  of the  California  General  Corporation  Law,  every  shareholder
entitled to vote at any  election of  directors  may cumulate his votes and give
one  candidate a number of votes equal to the number of  directors to be elected
multiplied  by the number of votes to which his shares are entitled  (except for
this Section  2.08(C) as to cumulative  voting),  or distribute his votes on the
same principle among as many candidates as he may see fit. No shareholder  shall
be entitled to cumulate  votes for any candidate or  candidates  pursuant to the
preceding sentence unless such candidate or candidates' name(s) have been placed
in nomination  before the voting and the  shareholder  has given notice,  at the
meeting and before the voting,  of his  intention to cumulate his votes.  If any
one shareholder has given such notice,  then all shareholders may cumulate their
votes for candidates in nomination.

           (D) Elections shall be by written ballot.

           (E) In any  election  of  directors,  the  candidates  receiving  the
highest  number of votes of the shares  entitled  to be voted for them up to the
number of directors to be elected by such shares are elected.

Section 2.09.  Record Date.

           (A) 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, and to
vote at, any meeting of the  shareholders or entitled to receive any dividend or
distribution,  or any allotment of rights,  or to exercise  rights in respect to
any change, conversion or exchange of shares. The record date so fixed shall not
be more than  sixty  (60) nor fewer  than ten (10) days  before  the date of the
meeting,  nor more than sixty (60) days before any other  action.  When a record
date is so fixed,  only shareholders of record on that date shall be entitled to
notice of, and to vote at, the meeting, or to receive the dividend, distribution
or  allotment  of  rights,  or to  exercise  the  rights,  as the  case  may be,
notwithstanding any transfer of shares on the books of the Corporation after the
record date. A determination of shareholders of record entitled to notice of, or
to vote at, a meeting of the shareholders  shall apply to any adjournment of the
meeting unless the Board of Directors  fixes a new record date or the meeting is
adjourned for more than  forty-five (45) days from the date set for the original
meeting.

         (B) If the  Board of  Directors  does not fix a record  date,  then the
record date for determining which  shareholders are entitled to notice of, or to
vote at, a meeting of the shareholders  shall be at the close of business on the
business  day next  preceding  the day on which notice is given or, of notice is
waived,  at the close of business on the business day next  preceding the day on
which the meeting is held. The record date for determining  shareholders for any
purpose  other than those set forth in this  Section and  Section  2.13 of these
Bylaws  shall be at the  close of  business  on the day on  which  the  Board of
Directors adopts the resolutions  relating thereto,  or on the sixtieth (60) day
before the date of such other action, whichever is later.

Section 2.10.  Proxies.

         (A) Every person entitled to vote or to execute consents shall have the
right to do so either in person or by one or more agents authorized by a written
proxy executed by such a person or his duly authorized  agent and filed with the
Secretary of the  Corporation.  No proxy shall be valid after the  expiration of
eleven (11) months from the date thereof unless otherwise provided in the proxy.
Every  proxy  continues  in full  force and effect  until  revoked by the person
executing it before the vote pursuant thereto,  except as otherwise  provided in
this Section 2.10 or by law.  Revocation may be effected by a writing  delivered
to the  Corporation  stating that the proxy is revoked or by a subsequent  proxy
executed by, or by


                                       68
<PAGE>

attendance  at the  meeting  and  voting  in person  by,  the  maker.  The dates
contained on the forms of proxy presumptively  determine the order of execution,
regardless of the postmarked  date on the envelopes in which they are mailed.  A
proxy is not revoked by the death or incapacity of the maker unless,  before the
vote is counted,  written  notice of the death or  incapacity is received by the
Corporation.

           (B)  Except  when  other  provision  shall  have been made by written
agreement between the parties,  the record-holder of shares held by a pledgee or
otherwise as security or  belonging to another  shall issue to the pledgor or to
the owner of such shares, upon demand therefor and payment of necessary expenses
thereof, a proxy to vote or take other action.

           (C) A proxy stating that it is  irrevocable  is  irrevocable  for the
period specified therein when it is held by any of the following or a nominee of
any of the following:

                      (1) a pledgee;

                      (2) a person  who has  bought or agreed to buy or holds an
option to buy the  shares of a person  who has sold a portion  of such  person's
shares in the Corporation to the maker of the proxy;

                      (3) a creditor  or  creditors  of the  Corporation  or the
shareholder  who  extended  or  continued  credit  to  the  Corporation  or  the
shareholder in consideration of the proxy, if the proxy states that it was given
in consideration of such extension or continuation of credit and the name of the
person extending or continuing credit;

                      (4) a person who has contracted to perform  services as an
employee  of  the  Corporation,  if a  proxy  is  required  by the  contract  of
employment  and if the proxy states that it was given in  consideration  of such
contract of  employment,  the name of the employee and the period of  employment
contracted for.

           (D) Notwithstanding the period of irrevocability specified, the proxy
becomes  revocable  when the pledge is redeemed,  the option or the agreement to
buy is terminated or the seller no longer owns any shares of the  Corporation or
dies, the debt of the  Corporation or the  shareholder is paid, or the period of
employment provided for in the contract of employment has terminated.

           (E) The proxy  solicited  by  management  for any  annual  meeting of
shareholders  shall  confer  discretionary  authority  upon  management's  proxy
holders  to vote  with  respect  to any  shareholder  proposal  offered  at such
meeting,  the  proponent of which has not notified the  corporation,  within the
time period  specified by Section 2.02 of these Bylaws,  of his or her intention
to present  such  proposal at the annual  meeting.  Specific  reference  to such
voting  authority shall be made in management's  proxy statement for each annual
meeting.

Section 2.11.  Inspectors of Election.

           (A) In  advance  of any  meeting  of the  shareholders,  the Board of
Directors  may appoint  inspectors  of  election to act at such  meeting and any
adjournment  thereof.  If the Board of Directors does not appoint  inspectors of
election,  then the  Chairman of any such meeting may, and on the request of any
shareholder or his proxy shall, make such appointment at the meeting. The number
of  inspectors  shall be either one or three.  If  appointed at a meeting on the
request of one or more  shareholders or proxies,  the majority of shares present
shall determine whether one or three inspectors are to be appointed. In case any
person  appointed as  inspector  fails to appear or fails or refuses to act, the
vacancy  may be  filled by  appointment  by the Board of  Directors  before  the
meeting, or at the meeting by the Chairman.

           (B) The inspectors of election,  impartially,  in good faith,  to the
best of their ability, and as expeditiously as is practical, shall determine the
number  of  shares  outstanding  and  the  voting  power  of  each,  the  shares
represented  at the  meeting,  the  existence  of a  quorum,  the  authenticity,
validity and effect of proxies,  shall receive votes, ballots or consents,  hear
and determine all challenges and questions in any way arising in connection with
the right to vote, shall count and tabulate all votes or consents, determine the
result,  and do such acts as may be proper to conduct the  election or vote with
fairness to all  shareholders.  If there are three  inspectors of election,  the
decision,  act or  certificate  of a majority of them shall be  effective in all
respects as the decision,  act or certificate of all. On request of the Chairman
of the meeting or of any shareholder or his proxy,  the inspectors  shall make a
report in writing of any challenge or question or matter determined by


                                       69
<PAGE>

them and shall  execute a certificate  of any fact found by them.  Any report or
certificate  made by them  shall be prima  facie  evidence  of the facts  stated
therein.

Section 2.12.  Shareholders' Right to Inspect Corporate Records.

           (A) A shareholder or shareholders  holding at least five percent (5%)
in the aggregate of the outstanding voting shares of the Corporation or who hold
at least one percent (1%) of such voting  shares and have filed a Schedule  14-B
with  the  securities  and  Exchange  Commission  relating  to the  election  of
directors of the  Corporation  shall have an absolute right to do either or both
of the  following:  (i) inspect and copy the record of  shareholders'  names and
addresses and shareholdings during usual business hours upon five business days'
advance  written demand upon the  Corporation  or, (ii) obtain from the transfer
agent for the  Corporation,  upon five business days' advance written notice and
upon the  tender  of its  usual  charges  for such a list  (the  amount of which
charges shall be stated to the shareholders 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
shareholders after the date of demand.

           (B) 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 interests as a shareholder or holder
of a voting trust certificate.

           (C) The  accounting  books and records and minutes of  proceedings of
the shareholders,  Board and committees of the Board of the Corporation shall be
open to inspection upon the 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 interest as a
shareholder or as a holder of such voting trust certificate.  Such inspection by
a shareholder or holder of a voting trust  certificate  may be made in person or
by agent or attorney, and the right of inspection includes the right to copy and
make extracts.

           (D) Any inspection and copying under this Section 2.12 may be made in
person or by an agent or attorney.

Section 2.13.  Inspection of Bylaws. The Corporation shall keep in its principal
office for the transaction of business the original or a copy of the Bylaws,  as
amended or otherwise altered to date, certified by the Secretary, which shall be
open to inspection by the  shareholders  at all  reasonable  times during office
hours.



                             Article III. Directors

Section   3.01.   Powers.   Subject  to  the   limitation  of  the  Articles  of
Incorporation,  of these Bylaws, and of the California  General  Corporation Law
relating  to  action  required  to  be  approved  by  the  shareholders  or  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 3.02.  Number of  Directors.  The  Corporation  shall have not less than
eight  (8) nor  more  than  fifteen  (15)  directors,  the  exact  number  to be
determined  from time to time by  resolution  adopted by the Board of Directors,
and such exact  number  shall be thirteen  (13) until  otherwise  determined  by
resolution  of the  Board of  Directors,  provided,  however,  that  before  the
issuance of any shares or so long as the  Corporation  has only one  shareholder
the  number  may  be  one or  two,  and so  long  as  the  Corporation  has  two
shareholders  the  number  may be two. A bylaw  specifying  or  changing a fixed
number of directors to a variable board or vice versa may only be adopted by the
vote of the holders of not less than two-thirds  (2/3) the total voting power of
all outstanding  shares of voting stock of the Corporation,  provided,  however,
that a bylaw  reducing the fixed number or the minimum  number of directors to a
number  smaller than five (5) shall not be adopted if the votes cast against its
adoption  at a  meeting  of  shareholders  are equal to more  than  sixteen  and
two-thirds  percent  (16-2/3%) of the  outstanding


                                       70
<PAGE>

shares  entitled to vote.  No  reduction of the  authorized  number of directors
shall have the effect of removing any director before the expiration of his term
of office.

Section 3.03.  Executive Committee.

           (A) The Board of directors  may, by resolution  adopted by a majority
of the  authorized  number of directors,  appoint one or more  committees,  each
consisting of two or more directors,  and delegate to such committees any of the
authority of the Board of Directors except with respect to:

                      (1) the  approval  of any action for which the  California
General  Corporation  Law  requires  shareholders'  approval  or approval of the
outstanding shares;

                      (2) the filling of  vacancies on the Board of Directors or
on any committee;

                      (3)  the  fixing  of  compensation  of the  directors  for
serving on the Board of Directors or on any committee;

                      (4) the  amendment  or repeal of Bylaws or the adoption of
new Bylaws;

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

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

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

           (B) The Board of  Directors  shall  have the power to  prescribe  the
manner in which  proceedings  of any such committee  shall be conducted.  In the
absence  of any such  prescription,  such  committee  shall  have  the  power to
prescribe the manner in which its  proceedings  shall be  conducted.  Unless the
Board of Directors or such committee  shall otherwise  provide,  the regular and
special  meetings and other actions of any such  committee  shall be governed by
the  provisions of this Article  applicable to meetings and actions of the Board
of Directors. Minutes shall be kept of each meeting of each committee.

Section 3.04.  Election and Term of Office.  The  directors  shall be elected at
each annual meeting of shareholders,  but if any such annual meeting is not held
or the directors are not elected  thereat,  then the directors may be elected at
any special meeting of shareholders  held for that purpose.  Each director shall
hold office until the next annual meeting and until a successor has been elected
and qualified.

Section 3.05.  Vacancies.

           (A) A vacancy or vacancies in the Board of Directors  shall be deemed
to exist in case of death,  resignation  or removal of any  director,  or if the
authorized number of directors is increased, or if the shareholders fail, at any
annual or special meeting of shareholders at which any director or directors are
elected,  to elect the full  authorized  number of  directors to be voted for at
that meeting.

           (B) The  Board of  Directors  may  declare  vacant  the  office  of a
director who has been  declared of unsound mind by an order of court,  convicted
of a felony, or if within sixty (60) days after notice of his election,  he does
not accept the office  either in writing or by  attending a meeting of the Board
of Directors. Vacancies in the Board of Directors may be filled by a majority of
the  remaining  directors,  though  less than a quorum,  or by a sole  remaining
director,  and each director so elected shall hold office until his successor is
elected at an annual or a special  meeting of the  shareholders.  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,  then any holder or holders of an  aggregate  of five
percent  (5%) or more of the total  number  of  shares  at the time  outstanding
having  the  right to vote for such  directors  may call a  special  meeting  of


                                       71
<PAGE>

shareholders  to elect the entire Board of Directors.  The term of office of any
director not elected by the shareholders shall terminate upon such election of a
successor.

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

Section 3.06.  Removal.

           (A) Any or all of the directors may be removed  without cause if such
removal is approved by the outstanding shares of the Corporation, subject to the
following:  (i) no director may be removed  (unless the entire Board is removed)
when the votes cast against  removal  would be sufficient to elect such director
if voted  cumulatively  at an election  at which the same total  number of votes
were cast and the  entire  number  of  directors  authorized  at the time of the
director's  most recent  election were then being elected;  and (ii) when by the
provisions  of the  Articles of  Incorporation  the holders of the shares of any
class or series,  voting as a class or series, are entitled to elect one or more
directors, any director so elected may be removed only by the applicable vote of
the holders of the shares of that class or series.

Section 3.07. Place of Meeting. Regular meetings of the Board of Directors shall
be held at any place within or without the State which has been  designated from
time to time by  resolution  of the Board of Directors or by written  consent of
all members of the Board given either before or after the meeting and filed with
the Secretary of the  Corporation.  In the absence of such  designation  regular
meetings  shall be held at the  principal  office  of the  Corporation.  Special
meetings of the Board of Directors  may be held either at a place so  designated
or at the principal office.

Section 3.08.  Regular  Meetings of the Board of Directors.  Regular meetings of
the Board of Directors shall be held  immediately  following each annual meeting
of  shareholders  as  provided  in Section  2.02 of the Bylaws and at such other
times as the Board of Directors may by resolution determine.  Notice of all such
regular meetings of the Board of Directors is hereby waived.

Section 3.09  Special Meetings.

           (A)  Special  meetings of the Board of  Directors  for any purpose or
purposes may be called at any time by the Chairman of the Board or the President
or,  if  the   President  is  absent  or  unable  or  refuses  to  act,  by  any
Vice-President or by any two directors.

           (B)  Special  meetings of the Board of  Directors  shall be held upon
four (4) days' written notice or forty-eight (48) hours' notice given personally
or by telephone,  telegraph, telex or other similar means of communication.  Any
such notice shall be  addressed or delivered to each  director at his address as
it is shown upon the records of the Corporation or as may have been given to the
Corporation  by the  director  for purposes of notice or, if such address is not
shown on such records or is not readily  ascertainable,  then at the place where
the meetings of the directors are regularly held.

           (C)  Notice by mail  shall be  deemed to have been  given at the time
written  notice is deposited in the United States Mail,  postage  pre-paid.  Any
other  written  notice  shall be  deemed  to have  been  given at the time  when
personally  delivered to the  recipient  or  delivered  to a common  carrier for
transmission,  or  actually  transmitted  by the  person  giving  the  notice by
electronic  means,  to the  recipient.  Oral notice shall be deemed to have been
given at the time it is communicated,  in person or by telephone or wireless, to
the  recipient or a person at the office of the  recipient who the person giving
the notice has reason to believe will promptly communicate it to the recipient.

Section 3.10. Waiver of Notice.  The transactions of any meeting of the Board of
Directors,  however called and noticed and wherever  held,  shall be as valid as
though had at a meeting duly held after regular call and notice,  if a quorum is
present and if,  either  before or after the meeting,  each of the directors not
present  signs a written  waiver of notice or a consent  to the  holding of such
meeting or an approval of the minutes  thereof.  All such  waivers,  consents or
approval shall be filed with the corporate records or made a part of the minutes
of the meeting.


                                       72
<PAGE>

Section  3.11.  Notice of  Adjournment.  A majority  of the  directors  present,
whether or not a quorum is present,  may adjourn any meeting to another time and
place. If the meeting is adjourned for more than twenty-four (24) hours,  notice
of any  adjournment to another time or place shall be given before the adjourned
meeting to the directors who are not present at the time of the adjournment.

Section  3.12.  Quorum.  A  majority  of  the  authorized  number  of  directors
constitutes a quorum of the Board of Directors for the  transaction of business,
except to adjourn as hereinafter  provided.  Except as otherwise provided in the
Articles of Incorporation or Bylaws or in the General Corporation Law, every act
or decision done or made by the majority of the  directors  present at a meeting
duly held at which a quorum is present shall be regarded as the act of the Board
of Directors.  A meeting at which a quorum is initially  present may continue to
transact business,  notwithstanding  the withdrawal of directors,  if any action
taken is  approved  by at  least a  majority  of the  quorum  required  for such
meeting.

Section 3.13. Participation In Meetings By Conference Telephone.  Members of the
Board of  Directors  may  participate  in a meeting  through  use of  conference
telephone  or  similar  communications   equipment,   so  long  as  all  members
participating in such a meeting can hear one another.

Section  3.14.  Action  without  Meeting.  Any action under any provision of the
California  General  Corporation  Law  required or  permitted to be taken by the
Board of  Directors,  may be taken without a meeting if all members of the Board
individually  or  collectively  consent in writing to such action.  Such written
consent or consents  shall be filed with the minutes of the  proceedings  of the
Board.  Such action by written consent shall have the same force and effect as a
unanimous vote of the Board of Directors.

Section 3.15.  Fees and  Compensation.  Directors and members of committees  may
receive  such  compensation  for  their  services,  and such  reimbursement  for
expenses, as may be fixed or determined by resolution of the Board of Directors.

Section 3.16.  Directors'  Right to Inspect  Corporate  Records.  Every director
shall  have  the  absolute  right  at any time to  inspect  and copy all  books,
records,  documents of every kind, and to inspect the physical properties of the
Corporation and also of its subsidiary corporations,  if any. Such inspection by
a  director  may be made in  person  or by agent or  attorney,  and the right of
inspection includes the right to copy and make extracts.

                              Article IV. Officers

Section  4.01.  Officers.  The officers of the  Corporation  shall  consist of a
president,  a vice-president,  a secretary,  a chief financial officer, and such
additional  officers as may be elected or appointed in  accordance  with Section
4.03 of these  Bylaws.  One person may hold two or more  offices,  including the
offices of president and secretary.

Section 4.02. Elections.  All officers of the Corporation,  except such officers
as may be appointed in accordance with Section 4.03, shall be chosen annually by
the Board of  Directors,  and each  shall  hold  office  until he  resigns or is
removed or otherwise disqualified to serve, or until his successor is chosen and
qualified.

Section 4.03. Other Officers. The Board of Directors,  at their discretion,  may
choose a chairman of the board,  and may  appoint,  or empower the  president to
appoint,  one  or  more  additional  vice-presidents,   one  or  more  assistant
secretaries, one or more assistant financial officers, or such other officers as
the business of the Corporation may require,  each of whom shall hold office for
such  period,  have  such  authority  and  perform  such  duties as the Board of
Directors may from time to time determine.

Section 4.04.  Removal and Resignation.

           (A) Any officer may be removed,  either with or without cause, by the
Board of Directors, at any regular or special meeting thereof, or, except in the
case of an officer  chosen by the Board of  Directors,  by any officer upon whom
such power of  removal  may be  conferred  by the Board of  Directors.  Any such
removal shall be without  prejudice to the rights,  if any, of the officer under
his contract of employment, if any.


                                       73
<PAGE>

           (B) Any  officer may resign at any time by giving  written  notice to
the Board of Directors, the president, or the secretary of the Corporation.  Any
such  resignation  shall be without  prejudice  to the  rights,  if any,  of the
Corporation  under any contract to which the officer is a party,  and shall take
effect  upon  receipt  of such  notice or at any later time  specified  therein.
Unless otherwise specified therein,  acceptance of such resignation shall not be
necessary to make it effective.

Section 4.05. Vacancies. A vacancy in any office because of death,  resignation,
removal,  disqualification  or any other  cause  shall be  filled in the  manner
prescribed in the Bylaws for regular appointments to such office.

Section 4.06. Chairman of the Board. The chairman of the board, if there is such
an officer, shall, if present, preside at all meetings of the Board of Directors
and  exercise  and perform  such other  powers and duties as may be from time to
time assigned to him by the Board of Directors or prescribed by the Bylaws.

Section 4.07.  President.  Subject to such supervisory powers, if any, as may be
given by the Board of Directors  to the chairman of the board,  if there is such
an  officer,  the  president  shall  be  the  chief  executive  officer  of  the
Corporation  and shall,  subject to the control of the Board of Directors,  have
general  supervision,  direction and control of the business and officers of the
Corporation.  He shall preside at all meetings of the  shareholders  and, in the
absence of the  chairman of the board,  or if there is no such  officer,  at all
meetings of the Board of  Directors.  He shall be ex officio a member of all the
standing committees,  including the executive committee,  if any, and shall have
the  general  powers and duties of  management  usually  vested in the office of
president of a  corporation,  and shall have such other powers and duties as may
be prescribed by the Board of Directors or the Bylaws.

Section 4.08. Vice-President. In the absence or disability of the president, the
vice-presidents in order of their rank as fixed by the Board of Directors or, if
not ranked,  the  vice-president  designated  by the Board of  Directors,  shall
perform all the duties of the  President,  and when so acting shall have all the
powers of,  and be subject to all the  restrictions  upon,  the  president.  The
vice-presidents  shall have such other  powers and perform  such other duties as
from  time to time may be  prescribed  for them by the  president,  the Board of
Directors or the Bylaws.

Section 4.09.  Secretary.

           (A) The  secretary  shall keep or cause to be kept,  at the principal
office  or such  other  place as the Board of  Directors  may  order,  a book of
minutes  of all  meetings  of  shareholders,  the  Board of  Directors,  and its
committees with the time and place of holding,  whether regular or special,  and
if special, how authorized, the notice thereof given, the names of those present
at  directors'  meetings,  the number of shares  present or  represented  at the
shareholders' meetings, and the proceedings thereof.

           (B) The  secretary  shall keep, or cause to be kept, at the principal
office or at the office of the  Corporation's  transfer agent, a share register,
or a duplicate share register,  showing the names of the  shareholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for shares, and the number and date of cancellation of every
certificate surrendered for cancellation.

           (C) The corporate  minutes  shall be kept in written form.  The other
information  that the  secretary  shall  keep or cause to be kept  shall be kept
either in written  form or in a form  capable of being  converted  into  written
form.

           (D) The secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the Board of Directors and of any committees
thereof  required by the Bylaws or by law to be given, and shall have such other
powers  and  perform  such  other  duties as may be  prescribed  by the Board of
Directors or by the Bylaws.

Section 4.10.  Chief Financial Officer.

           (A) The chief financial officer shall keep and maintain,  or cause to
be kept and  maintained,  adequate and correct  accounts of the  properties  and
business  transactions  of the  Corporation,  including  accounts of its assets,
liabilities,  receipts,  disbursements,  gains,  losses,  capital,  surplus  and
shares.  Any surplus,  including  earned  surplus,  paid-in  surplus and


                                       74
<PAGE>

surplus  arising  from a  reduction  of  stated  capital,  shall  be  classified
according to source and shown in a separate account.  The books of account shall
at all reasonable times be open to inspection by any director.

           (B) The chief  financial  officer  shall deposit all moneys and other
valuables  in  the  name  and  to  the  credit  of  the  Corporation  with  such
depositaries  as may be designated by the Board of Directors.  He shall disburse
the funds of the Corporation as may be ordered by the Board of Directors,  shall
render to the president and  directors,  whenever they request it, an account of
all his transactions as chief financial  officer and of the financial  condition
of the  Corporation,  and shall have such other  powers and  perform  such other
duties as may be prescribed by the Board of Directors or the Bylaws.

  Article V. Indemnification of Directors, Officers, Employees and Other Agents

Section  5.01.  Agents,  Proceedings,  and  Expenses.  For the  purposes of this
Article, "agent" means any person who is or was a director,  officer,  employee,
or other agent of the Corporation or its  predecessor,  and any person who is or
was serving as a director,  officer,  employee, or agent of another corporation,
partnership,  joint  venture,  trust or other  enterprise  at the request of the
Corporation or its predecessor;  "proceeding" means any threatened,  pending, or
completed  action or proceeding,  whether civil,  criminal,  administrative,  or
investigative; and "expenses" include but are not limited to attorneys' fees and
any expenses of establishing a right to indemnification under this Article.

Section 5.02. Lawsuits other than by the Corporation. The Corporation shall have
the power to indemnify any person who was or is a party,  or is threatened to be
made a party to any  proceeding  (other than an action by or in the right of the
Corporation  to procure a judgment in its favor) by reason of the fact that such
person  is or was an  agent of the  Corporation,  against  expenses,  judgments,
fines,  settlements,  and other  amounts  actually  and  reasonably  incurred in
connection  with  such  proceeding,  if the agent  acted in good  faith and in a
manner  the  agent  reasonably  believed  to be in  the  best  interests  of the
Corporation.  If  there  are  criminal  charges,  the  agent  must  have  had no
reasonable  cause  to  believe  that  his  or  her  conduct  was  unlawful.  The
termination of any proceeding by judgment,  order,  settlement,  conviction,  or
plea of nolo  contendere  or its  equivalent  shall  not,  of  itself,  create a
presumption  that the agent did not act in good  faith and in a manner  that the
agent  reasonably  believed to be in the best interests of the  Corporation,  or
that the agent had  reasonable  cause to  believe  that his or her  conduct  was
unlawful.

Section 5.03. Lawsuits by or on behalf of the Corporation. The Corporation shall
have the power to indemnify  any person who was, is, or is threatened to be made
a party  by  reason  of the  fact  that  such  person  is or was an agent of the
Corporation, to any threatened,  pending, or completed legal action by or in the
right of the  Corporation to procure a judgment in its favor,  against  expenses
actually and reasonably  incurred by the agent in connection with the defense or
settlement  of that  action,  if the agent acted in good faith,  in a manner the
agent  believed to be in the best  interests of the  Corporation.  However,  the
Corporation shall not indemnify any amount paid with respect to a claim,  issue,
or matter for which the agent has been adjudged liable to the Corporation in the
performance of his or her duty,  except for any expenses  (exclusive of judgment
or  settlement  amount)  specifically  authorized  by the  court  in  which  the
proceeding is or was pending, in accordance with statutory requirements.

Section 5.04.  Approval;  When  Required.  Unless  indemnification  is mandatory
because of the agent's  successful defense on the merits as set forth in Section
5.05 of this Article,  indemnification  can be made only as to a specific  case,
upon a determination that indemnification is proper in the circumstances because
the agent has met the  applicable  standard  of conduct as set forth in Sections
5.02 or 5.03 of this Article,  and must be  authorized by one of the  following:
(1) a majority  vote of the Board with a quorum  consisting of directors who are
not parties to the  proceeding;  (2) the  affirmative  vote of a majority of the
outstanding  shares  entitled to vote and present or  represented at a duly held
meeting at which a quorum is present or by the written  consent of a majority of
the outstanding  shares  entitled to vote (without  counting shares owned by the
person seeking  indemnification  as either  outstanding or entitled to vote); or
(3) the court in which the proceeding is or was pending, upon application by the
Corporation, the agent, the agent's attorney, or other person rendering services
in connection with the defense,  regardless of whether the  Corporation  opposes
the  application.  Any amount  paid in  settling  or  otherwise  disposing  of a
threatened  or  pending  lawsuit,  and any  expenses  incurred  in  defending  a
threatened or pending  action that is settled or otherwise  disposed of, must be
authorized  by the  court  in  which  the  proceeding  is or was  pending,  upon
application by the Corporation, the agent, the agent's attorney, or other person
rendering  services in  connection  with the defense,  regardless of whether the
Corporation opposes the application.


                                       75
<PAGE>

Section 5.05,  Indemnification  Against Expenses. To the extent that an agent of
the  Corporation  has been successful on the merits in defense of any proceeding
referred to in Section  5.02 or 5.03 of this Article or in defense of any claim,
issue or matter therein,  he shall be indemnified  against his expenses actually
and reasonably incurred in connection therewith.

Section 5.06. Advance of Expenses. Expenses incurred in defending any proceeding
may be  advanced  by the  Corporation  before  the  final  disposition  of  such
proceeding  upon receipt of an undertaking by or on behalf of the agent to repay
such amount unless it shall be determined  ultimately that the agent is entitled
to be indemnified as authorized in this Article.

Section 5.07.  Other  Indemnification.  No provision made by the  Corporation to
indemnify the directors or officers of the  Corporation,  or a subsidiary of the
Corporation for the defense of any proceeding, whether contained in the Articles
of  Incorporation,  Bylaws,  a resolution of the  shareholders or directors,  an
agreement or otherwise, shall be valid unless consistent with Section 317 of the
California  General  Corporation  Law.  Nothing  contained in this Article shall
affect any right to  indemnification  to which persons other than such directors
and officers may be entitled by contract or otherwise.

Section 5.08. Forms of  Indemnification  Not Permitted.  No  indemnification  or
advance shall be made under this Article,  except as provided in Section 5.04 or
Section 5.05 of these Bylaws in any circumstance where it appears:

           (A) that it would be inconsistent with a provision of the Articles of
Incorporation,  Bylaws,  a  resolution  of the  shareholders  or an agreement in
effect at the time of the accrual of the alleged cause of action asserted in the
proceeding in which the expenses were incurred or other amounts were paid, which
prohibits or otherwise limits indemnification; or

           (B) that it  would  be  inconsistent  with  any  condition  expressly
imposed by a court in approving a settlement.

Section  5.09.  Insurance.  The  Corporation  shall  have  the  power to buy and
maintain  insurance on behalf of any agent of the Corporation of the Corporation
against any liability asserted against or incurred by the agent in such capacity
or arising  out of the  agent's  status as such  whether or not the  Corporation
would have the power to indemnify  the agent  against such  liability  under the
provisions of this Article.

Section 5.10.  Nonapplicability  to Fiduciaries of Employee Benefit Plans.  This
Article does not apply to any proceeding against any trustee, investment manager
or other  fiduciary of an employee  benefit  plan in his capacity as such,  even
though he may also be an agent of the  Corporation as defined in Section 5.01 of
these  Bylaws.  Nothing  contained  in this  Article  shall  limit  any right to
indemnification  to which such a trustee,  investment manager or other fiduciary
may be  entitled  by contract or  otherwise  which shall be  enforceable  to the
extent  permitted by  applicable  law other than  Section 317 of the  California
General Corporation Law.


                            Article VI. Miscellaneous

Section 6.01.  Annual Report to Shareholders.  The annual report to shareholders
referred  to in  Section  1501  of the  California  General  Corporation  Law is
expressly  waived,  but nothing herein shall be  interpreted as prohibiting  the
Board  of  Directors  from  issuing   annual  or  other   periodic   reports  to
shareholders.

Section  6.02.  Checks,  Drafts,  Etc.  All checks,  drafts or other  orders for
payment of money,  notes or other evidences of indebtedness,  issued in the name
of the Corporation, shall be signed or endorsed by such person or persons and in
such manner as, from time to time,  shall be  determined  by  resolution  of the
Board of Directors.

Section  6.03.  Authority to Execute  Contracts.  Subject to the  provisions  of
applicable law, any note, mortgage,  evidence of indebtedness,  contract,  share
certificate,  conveyance or other  instrument in writing , and any assignment or
endorsements  thereof,  executed or entered into between the Corporation and any
other  person,  when  signed by the  chairman of the board , if there is such an
officer, the president or any vice-president,  and the secretary,  any assistant
secretary, the chief financial officer or any assistant financial officer of the
Corporation  shall be valid and  binding  on the  Corporation  unless  the other
person knew that the signing  officers had no authority to execute the same. Any
such instruments may be signed by any other person or persons and in such manner
as from time to time shall be determined by the Board of Directors  and,  unless
so


                                       76
<PAGE>

authorized by the Board of Directors,  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 amount.

Section 6.04.  Certificates.

           (A) Every  holder of shares of the  Corporation  shall be entitled to
have a certificate  signed in the name of the Corporation by the chairman of the
board, if there is such an officer, the president or a vice-president and by the
chief financial officer or an assistant financial officer or the secretary or an
assistant secretary,  certifying the number of shares and the class or series of
shares owned by the shareholder. Any or all of the signatures on the certificate
may be facsimiles.  If 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.

           (B)  Certificates  for shares may be issued before full payment under
such  restrictions  and for such purposes as the Board of Directors may provide;
provided,  however,  that on any certificate issued to represent any partly paid
shares, the total amount of the consideration to be paid therefor and the amount
paid thereon shall be stated.

           (C) If the shares of the Corporation are ever  classified,  or if any
class of shares has two or more series,  there shall  appear on the  certificate
one of the following:

                      (1) a statement of the rights, preferences, privileges and
restrictions  granted  to or  imposed  upon  each  class  or  series  of  shares
authorized to be issued upon the holders thereof;

                      (2) a summary of such rights, preferences,  privileges and
restrictions  with references to the provisions of the Articles of Incorporation
and any certificates of determination establishing the same; or

                      (3) a statement  setting forth the office or agency of the
Corporation from which shareholders may obtain, upon request and without charge,
a copy of the statement referred to in sub-division (1).

           (D) There  shall also  appear on the  certificate  (unless  stated or
summarized  pursuant  to  sub-division  (1) or (2) above or  Section  417 of the
California  General  Corporation  Law)  the  statements  required  by all of the
following clauses to the extent applicable:

                      (1) the fact that the shares are  subject to  restrictions
on transfer;

                      (2) if the shares are  assessable or are not fully paid, a
statement that they are assessable or the  statements  required by  sub-division
(d) of Section 409 of the  California  General  Corporation  Law if they are not
fully paid;

                      (3) the  fact  that the  shares  are  subject  to a voting
agreement  under  sub-division  (a) of  Section  706 of the  California  General
Corporation Law or an irrevocable proxy under sub-division (e) of Section 705 of
the  California  General  Corporation  Law or  restrictions  upon voting  rights
contractually imposed by the Corporation;

                      (4) the fact that shares are redeemable; and

                      (5) the  fact  that the  shares  are  convertible  and the
period of conversion.

Unless stated on the certificate as required by this  paragraph,  no restriction
upon  transfer,  liability  for  assessment  or for the  unpaid  portion  of the
subscription price, right of redemption, voting agreement under sub-division (a)
of Section 706 of the California  General  Corporation  Law,  irrevocable  proxy
under sub-division (e) of Section 705 of the California General  Corporation Law
or voting restriction  imposed by the Corporation shall be enforceable against a
transferee  of  the  shares  without  actual  knowledge  of  such   restriction,
liability, right, agreement or proxy.

Section  6.05.  Transfer  of  Certificates.  When a  certificate  for  shares is
presented  to the  Corporation  or its transfer  clerk or transfer  agent with a
request to register the transfer,  the Corporation  shall register the transfer,
cancel  the  certificate


                                       77
<PAGE>

presented,  and issue a new  certificate if: (a) the security is endorsed by the
appropriate  person or persons;  (b)  reasonable  assurance  is given that those
endorsements  are genuine and effective;  (c) the  Corporation  has no notice of
adverse claims or has  discharged any duty to inquire into such adverse  claims;
(d) any  applicable  law relating to the  collection  of taxes has been complied
with;  and  (e)  the  transfer  is not in  violation  of any  federal  or  state
securities  law.  Where a  certificate  has been lost,  destroyed or  wrongfully
taken, the Corporation shall issue a new certificate in place of the original if
the  owner:  (a)  so  requests  before  the  Corporation  has  notice  that  the
certificate  has been  acquired  by a bona fide  purchaser;  (b) files  with the
Corporation a sufficient  indemnity bond; and (c) satisfies any other reasonable
requirements  as may be imposed by the Board of  Directors.  Except as  provided
above,  no new  certificate  for  shares  shall  be  issued  in  lieu  of an old
certificate  unless  the  Corporation  is  ordered  to do so by a  court  in the
judgement in an action brought under Section  419(b) of the  California  General
Corporation Law.

Section 6.06.  Representation of Shares of Other Corporations.  The president or
any vice-president  and the secretary or assistant  secretary of the Corporation
are authorized to vote,  represent and exercise on behalf of the Corporation all
rights  incident to any and all shares of any other  corporation or corporations
standing in the name of the  Corporation.  The authority  herein granted to said
officers to vote or  represent on behalf of the  Corporation  any and all shares
held  by the  Corporation  in  any  other  corporation  or  corporations  may be
exercised either by such officers in person or by any other person authorized so
to do by proxy or power of attorney duly executed by said officers.

Section 6.07.  Employee Stock Purchase Plans.

           (A) The  Corporation may adopt and carry out a stock purchase plan or
agreement  or stock  option plan or  agreement,  providing  for the issuance and
sale, for such  consideration  as may be fixed,  of its unissued  shares,  or of
issued shares re-acquired or to be re-acquired,  to one or more of the employees
or directors  of the  Corporation  or of a  subsidiary  or to a trustee on their
behalf and for the payment for such shares in  installments  or at one time, and
may  provide  for  aiding  any  such  persons  in  paying  for  such  shares  by
compensation for services rendered, promissory notes, or other rights.

           (B) Any such stock purchase plan or agreement or stock option plan or
agreement  may include,  among other  features,  the fixing of  eligibility  for
participation  therein, the class and price of shares to be issued or sold under
the plan or  agreement,  the number of shares which may be  subscribed  for, the
method  of  payment  therefor,  the  reservation  of title  until  full  payment
therefor,  the effect of the termination of employment,  an option or obligation
on the part of the  Corporation  to repurchase  the shares upon  termination  of
employment,  subject  to  provisions  of  Chapter  5 of the  California  General
Corporation Law, restrictions upon transfer of the shares and the time limits of
and  termination  of the  plan,  and any  other  matters,  not in  violation  of
applicable  law, as may be included in the plan as approved or authorized by the
Board of Directors or any committee of the Board.

Section  6.08.  Construction  and  Definitions.  Unless  the  context  otherwise
requires,  the  general  provisions,   rules  of  construction  and  definitions
contained  in  the  California   General   Corporation   Law  shall  govern  the
construction of these Bylaws.  Without limiting the generality of the foregoing,
the  masculine  gender  includes the feminine  and neuter,  the singular  number
includes the plural and the plural number  includes the  singular,  and the term
"person" includes a corporation as well as a natural person.

Section  6.09.  Amendments.  Except as  otherwise  provided  in the  Articles of
Incorporation or in Section 3.02 of these Bylaws,  these Bylaws, or any of them,
may be altered,  amended or repealed, and the new Bylaws may be made, (I) by the
Board of Directors, or (ii) by the affirmative vote of the holders of a majority
of the outstanding shares of voting stock of the Corporation. Any Bylaws made or
altered by the shareholders may be altered or repealed by the Board of Directors
or may be altered or repealed by the shareholders.


                                       78
<PAGE>

         THIS IS TO CERTIFY:


           That I am the duly elected,  qualified and acting  Secretary of First
Financial  Bancorp,  a  California  corporation,  (the  "Company")  and that the
attached is a true and  correct  copy of the Bylaws of the  Company,  as amended
through the date of this certificate, in effect as of the date hereof.


           IN WITNESS  WHEREOF,  I have  hereunder  set my hand this 29th day of
January, 1999.




                                                     /s/ David M. Philipp       
                                                     ---------------------------
                                                     David M. Philipp
                                                     Secretary


                                       79