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                                                                    EXHIBIT 3.02


                           AMENDED AND RESTATED BYLAWS

                                       OF

                           GENELABS TECHNOLOGIES, INC.
                           (A CALIFORNIA CORPORATION)

              As adopted by the Board of Directors February 2, 2001

                                    ARTICLE I

                                     OFFICES

      SECTION 1.1 PRINCIPAL OFFICE. The principal executive office for the
transaction of the business of this corporation shall be located at such place
as the Board of Directors may from time to time decide. The Board of Directors
is hereby granted full power and authority to change the location of the
principal executive office from one location to another.

      SECTION 1.2 OTHER OFFICES. One or more branch or other subordinate offices
may at any time be fixed and located by the Board of Directors at such place or
places within or outside the State of California as it deems appropriate.

                                   ARTICLE II

                                    DIRECTORS

      SECTION 2.1 EXERCISE OF CORPORATE POWERS. Except as otherwise provided by
these Bylaws, by the Articles of Incorporation of this corporation or by the
laws of the State of California now or hereafter in force, the business and
affairs of this corporation shall be managed and all corporate powers shall be
exercised by or under the ultimate direction of a board of directors (the "Board
of Directors").

      SECTION 2.2 NUMBER. The number of directors of this corporation shall not
be less than five (5) nor more than nine (9) with the exact number of directors
to be fixed from time to time by resolution of the Board of Directors of his
corporation. There shall be nine (9) directors until such number is changed by
resolution of the Board of Directors. The number of directors of this
corporation shall be so variable until changed by an amendment of this Section
2.2 adopted by the affirmative vote or written consent of holders of a majority
of the outstanding shares of this corporation entitled to vote.

      SECTION 2.3 NEED NOT BE SHAREHOLDERS. The directors of this corporation
need not be shareholders of this corporation.

      SECTION 2.4 COMPENSATION. Directors and members of committees may receive
such compensation, if any, for their services as may be fixed or determined by
resolution of the Board of Directors. Nothing herein contained shall be
construed to preclude any director from serving this corporation in any other
capacity and receiving compensation therefor.

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      SECTION 2.5 ELECTION AND TERM OF OFFICE. The directors shall be elected
annually by the shareholders at the annual meeting of the shareholders. The term
of office of the directors shall begin immediately after their election and
shall continue until the next annual meeting of the shareholders and until their
respective successors are elected and qualified.

      SECTION 2.6 VACANCIES. A vacancy or vacancies on the Board of Directors
shall exist in case of the death, resignation or removal of any director, or if
the authorized number of directors is increased, or if the shareholders fail, at
any annual meeting of shareholders at which any director is elected, to elect
the full authorized number of directors to be voted for at that meeting. The
Board of Directors may declare vacant the office of a director if he or she is
declared of unsound mind by an order of court or convicted of a felony or if,
within 60 days after notice of his election, he does not accept the office. Any
vacancy, except for a vacancy created by removal of a director as provided in
Section 2.7 hereof, may be filled by a person selected by a majority of the
remaining directors then in office, whether or not less than a quorum, or by a
sole remaining director. Vacancies occurring in the Board of Directors by reason
of removal of directors shall be filled only by approval of shareholders. 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. If, after the filling of any vacancy by the
directors, the directors then in office who have been elected by the
shareholders shall constitute less than a majority of the directors then in
office, any holder or holders of an aggregate of 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 shareholders to be held to elect the entire Board
of Directors. The term of office of any director then in office shall terminate
upon such election and qualification of a successor. Any director may resign
effective upon giving written notice to the Chairman of the Board, if any, or
the Chief Executive Officer, or President, or Secretary or the Board of
Directors of this corporation, unless the notice specifies a later time for the
effectiveness of such resignation. If the resignation is effective at a future
time, a successor may be elected to take office when the resignation becomes
effective. A reduction of the authorized number of directors shall not remove
any director prior to the expiration of such director's term of office.

      SECTION 2.7 REMOVAL. The entire Board of Directors or any individual
director may be removed without cause from office by an affirmative vote of a
majority of the outstanding shares entitled to vote; provided that, unless the
entire Board of Directors is removed, no director shall be removed when the
votes cast against removal, or not consenting in writing to such removal, would
be sufficient to elect such director if voted cumulatively at an election at
which the same total number of votes were cast, or, if such action is taken by
written consent, all shares entitled to vote were voted, and the entire number
of directors authorized at the time of the director's most recent election were
then being elected. If any or all directors are so removed, new directors may be
elected at the same meeting or at a subsequent meeting. If at any time a class
or series of shares is entitled to elect one or more directors under authority
granted by the Articles of Incorporation of this corporation, the provisions of
this Section 2.7 shall apply to the vote of that class or series and not to the
vote of the outstanding shares as a whole.


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      SECTION 2.8 POWERS AND DUTIES. Without limiting the generality or extent
of the general corporate powers to be exercised by the Board of Directors
pursuant to Section 2.1 of these Bylaws, it is hereby provided that the Board of
Directors shall have full power with respect to the following matters:

               (a) To purchase, lease and acquire any and all kinds of property,
real, personal or mixed, and at its discretion to pay therefor in money, in
property and/or in stocks, bonds, debentures or other securities of this
corporation.

               (b) To enter into any and all contracts and agreements which in
its judgment may be beneficial to the interests and purposes of this
corporation.

               (c) To fix and determine and to vary from time to time the amount
or amounts to be set aside or retained as reserve funds or as working capital of
this corporation or for maintenance, repairs, replacements or enlargements of
its properties.

               (d) To declare and pay dividends in cash, shares and/or property
out of any funds of this corporation at the time legally available for the
declaration and payment of dividends on its shares.

               (e) To adopt such rules and regulations for the conduct of its
meetings and the management of the affairs of this corporation as it may deem
proper.

               (f) To prescribe the manner in which and the person or persons by
whom any or all of the checks, drafts, notes, bills of exchange, contracts and
other corporate instruments shall be executed.

               (g) To accept resignations of directors; to declare vacant the
office of a director as provided in Section 2.6 hereof; and, in case of vacancy
in the office of directors, to fill the same to the extent provided in Section
2.6 hereof.

               (h) To create offices in addition to those for which provision is
made by law or these Bylaws; to elect and remove at pleasure all officers of
this corporation, fix their terms of office, prescribe their titles, powers and
duties, limit their authority and fix their salaries in any way it may deem
advisable which is not contrary to law or these Bylaws; and, if it sees fit, to
require from the officers or any of them security for faithful service.

               (i) To designate some person to perform the duties and exercise
the powers of any officer of this corporation during the temporary absence or
disability of such officer.

               (j) To appoint or employ and to remove at pleasure such agents
and employees as it may see fit, to prescribe their titles, powers and duties,
limit their authority and fix their salaries in any way it may deem advisable
which is not contrary to law or these Bylaws; and, if it sees fit, to require
from them or any of them security for faithful service.

               (k) To fix a time in the future, which shall not be more than 60
days nor less than 10 days prior to the date of the meeting nor more than 60
days prior to say other action for which it is fixed, as a record date for the
determination of the shareholders entitled to notice of and to vote at any
meeting, or entitled to receive any payment of any dividend or other


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distribution, or allotment of any rights, or entitled to exercise any rights in
respect of any other lawful actions and in such case only shareholders of record
on the date so fixed 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 any shares on
the books of this corporation after any record date fixed as aforesaid. The
Board of Directors may close the books of this corporation against transfers of
shares during the whole or any part of such period.

               (l) To fix and locate from time to time the principal office for
the transaction of the business of this corporation and one or more branch or
other subordinate office or offices of this corporation within or without the
State of California; to designate any place within or without the State of
California for the holding of any meeting or meetings of the shareholders or the
Board of Directors, as provided in Sections 11.1 and 12.1 hereof; to adopt, make
and use a corporate seal, and to prescribe the forms of certificates for shares
and to alter the form of such seal and of such certificates from time to time as
in its judgment it may deem best, provided such seal and such certificates shall
at all times comply with the provisions of law now or hereafter in effect.

               (m) To authorize the issuance of shares of stock of this
corporation in accordance with the laws of the State of California and the
Articles of Incorporation of this corporation.

               (n) Subject to the limitation provided in Section 15.2 hereof, to
adopt, amend or repeal from time to time and at any time these Bylaws and any
and all amendments thereof.

               (o) To borrow money and incur indebtedness on behalf of this
corporation, including the power and authority to borrow money from any of the
shareholders, directors or officers of this corporation, and to cause to be
executed and delivered therefor in the corporate name promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges, hypothecations, or other
evidences of debt and securities therefor, and the note or other obligation
given for any indebtedness of this corporation, signed officially by any officer
or officers thereunto duly authorized by the Board of Directors shall be binding
on this corporation.

               (p) To approve a loan of money or property to an officer,
guarantee the obligation of an officer, or approve an employee benefit plan
authorizing such a loan or guarantee to an officer, provided that, on the date
of approval of such loan or guarantee, this corporation has outstanding shares
held of record by 100 or more persons. Approval shall require a determination by
the Board of Directors that the loan or guarantee may reasonably be expected to
benefit this corporation and should be by vote sufficient without counting the
vote of any interested director.

               (q) Generally to do and perform every act and thing whatsoever
that may pertain to the office of a director or to a board of directors.

      SECTION 2.9 DELETED. See Article XVI.


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                                   ARTICLE III

                                    OFFICERS

      SECTION 3.1 ELECTION AND QUALIFICATIONS. The officers of this corporation
shall consist of a Chief Executive Officer, a President, one or more Vice
Presidents, a Secretary, a Chief Financial Officer and such other officers,
including, but not limited to, a Chairman of the Board of Directors, a
Treasurer, and Assistant Vice Presidents, Assistant Secretaries and Assistant
Treasurers, as the Board of Directors shall deem expedient, who shall be chosen
in such manner and hold their offices for such terms as the Board of Directors
may prescribe. Any number of offices may be held by the same person. Any Vice
President, Assistant Treasurer or Assistant Secretary, respectively, may
exercise any of the powers of the President, the Chief Financial Officer or the
Secretary, respectively, as directed by the Board of Directors, and shall
perform such other duties as are imposed upon him or her by these Bylaws or the
Board of Directors.

      SECTION 3.2 TERM OF OFFICE AND COMPENSATION. The term of office and salary
of each of said officers and the manner and time of the payment of such salaries
shall be fixed and determined by the Board of Directors and may be altered by
said Board from time to time at its pleasure, subject to the rights, if any, of
an officer under any contract of employment. Any officer may resign at any time
upon written notice to this corporation, without prejudice to the rights, if
any, of this corporation under any contract to which the officer is a party. If
any vacancy occurs in any office of this corporation, the Board of Directors may
appoint a successor to fill such vacancy.

                                   ARTICLE IV

                       CHAIRMAN OF THE BOARD OF DIRECTORS

      SECTION 4.1 POWERS AND DUTIES. The Chairman of the Board of Directors, if
there be one, shall have the power to preside at all meetings of the Board of
Directors and shall have such other powers and shall be subject to such other
duties as the Board of Directors may from time to time prescribe.

                                    ARTICLE V

                             CHIEF EXECUTIVE OFFICER

      SECTION 5.1 POWERS AND DUTIES. The powers and duties of the Chief
Executive Officer are:

               (a) To act as the general manager and chief executive officer of
this corporation and, subject to the control of the Board of Directors, to have
general supervision, direction and control of the business and affairs of this
corporation.

               (b) To preside at all meetings of the shareholders and, in the
absence of the Chairman of the Board of Directors or if there be no Chairman, at
all meetings of the Board of Directors.


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               (c) To call meetings of the shareholders and meetings of the
Board at Directors to be held at such times and, subject to the limitations
prescribed by law or by these Bylaws, at such places as he or she shall deem
proper.

               (d) To affix the signature of this corporation to all deeds,
conveyances, mortgages, leases, obligations, bonds, certificates and other
papers and instruments in writing which have been authorized by the Board of
Directors or which, in the judgment of the Chief Executive Officer, should be
executed on behalf of this corporation; to sign certificates for shares of stock
of this corporation; and, subject to the direction of the Board of Directors, to
have general charge of the property of this corporation and to supervise and
control all officers, agents and employees of this corporation.

                                   ARTICLE VI

                                    PRESIDENT

      SECTION 6.1 POWERS AND DUTIES. The titles, powers and duties of the
President shall be as prescribed by the Board of Directors. In case of the
absence, disability or death of the Chief Executive Officer, the President shall
exercise all his or her powers and perform all his or her duties.

                                   ARTICLE VII

                                 VICE PRESIDENT

      SECTION 7.1 POWERS AND DUTIES. The titles, powers and duties of the Vice
President or Vice Presidents, if any, shall be as prescribed by the Board of
Directors. In case of the absence, disability or death of the President, the
Vice President, or one of the Vice Presidents, shall exercise all his or her
powers and perform all his or her duties. If there is more than one Vice
President, the order in which the Vice Presidents shall succeed to the powers
and duties of the President shall be as fixed by the Board of Directors.

                                  ARTICLE VIII

                                    SECRETARY

      SECTION 8.1 POWERS AND DUTIES. The powers and duties of the Secretary are:

               (a) To keep a book of minutes at the principal executive office
of this corporation, or such other place as the Board of Directors may order, of
all meetings of its directors and shareholders with the time and place of
holding of such meeting, 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 shareholders' meetings
and the proceedings thereof.

               (b) To keep the seal of this corporation and to affix the same to
all instruments which may require it.

               (c) To keep or cause to be kept at the principal executive office
of this corporation, or at the office of the transfer agent or agents, a record
of the shareholders of this


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corporation, giving the names and addresses of all shareholders and the number
and class 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.

               (d) To keep a supply of certificates for shares of this
corporation, to fill in all certificates issued, and to make a proper record of
each such issuance; provided that so long as this corporation shall have one or
more duly appointed and acting transfer agents of the shares, or any class or
series of shares, of this corporation, such duties with respect to such shares
shall be performed by such transfer agent or transfer agents.

               (e) To transfer upon the share books of this corporation any and
all shares of this corporation; provided that so long as this corporation shall
have one or more duly appointed and acting transfer agents of the shares, or any
class or series of shares, of this corporation, such duties with respect to such
shares shall be performed by such transfer agent or transfer agents, and the
method of transfer of each certificate shall be subject to the reasonable
regulations of the transfer agent to which the certificate is presented for
transfer and, if this corporation then has one or more duly appointed and acting
registrars, subject to the reasonable regulations of the registrar to which a
new certificate is presented for registration; and provided further, that no
certificate for shares of stock shall be issued or delivered or, if issued or
delivered, shall have any validity whatsoever until and unless it has been
signed or authenticated in the manner provided in Section 13.3 hereof.

               (f) To make service and publication of all notices that may be
necessary or proper and without command or direction from anyone. In case of the
absence, disability, refusal or neglect of the Secretary to make service or
publication of any notices, then such notices may be served and/or published by
the Chief Executive Officer, or the President or a Vice President, or by any
person thereunto authorized by either of them or by the Board of Directors or by
the holders of a majority of the outstanding shares of this corporation.

               (g) Generally to do and perform all such duties as pertain to
such office and as may be required by the Board of Directors.

                                   ARTICLE IX

                             CHIEF FINANCIAL OFFICER

      SECTION 9.1 POWERS AND DUTIES. The powers and duties of the Chief
Financial Officer are:

               (a) To supervise and control the keeping and maintaining of
adequate and correct accounts of this corporation's properties and business
transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus and shares. The books of accounts
shall at all reasonable times be open to inspection by any director.

               (b) To have the custody of all funds, securities, evidences of
indebtedness and other valuable documents of this corporation and, at his or her
discretion, to cause any or all thereof to be deposited for the account of this
corporation with such depository as may be designated from time to time by the
Board of Directors.


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               (c) To receive or cause to be received, and to give or cause to
be given, receipts and acquittances for monies paid in for the account of this
corporation.

               (d) To disburse, or cause to be disbursed, all funds of this
corporation as may be directed by the Chief Executive Officer, the President or
the Board of Directors, taking proper vouchers for such disbursements.

               (e) To render to the Chief Executive Officer, the President or to
the Board of Directors, whenever they may require, accounts of all transactions
as Chief Financial Officer and of the financial condition of this corporation.

               (f) Generally to do and perform all such duties as pertain to
such office and as may be required by the Board of Directors.

                                    ARTICLE X

                               EXECUTIVE COMMITTEE

      SECTION 10.1 APPOINTMENT AND PROCEDURE. The Board of Directors may, by
resolution adopted by a majority of the authorized number of directors, appoint
from among its members an executive Committee of two or more directors. The
Executive Committee may make its own rules of procedure subject to Section 12.9
hereof, and shall meet as provided by such rules or by resolution adopted by the
Board of Directors (which resolution shall take precedence). A majority of the
members of the Executive Committee shall constitute a quorum, and in every case
the affirmative vote of a majority of all members of the Committee shall be
necessary to the adoption of any resolution.

      SECTION 10.2 POWERS. During the intervals between the meetings of the
Board of Directors, the Executive Committee, in all cases in which specific
directions shall not have been given by the Board of Directors, shall have and
may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of this corporation in such manner as the
Committee may deem best for the interests of this corporation, except with
respect to:

               (a) any action for which the laws of the State of California also
require shareholder approval or approval of the outstanding shares;

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

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

               (d) the amendment or repeal of these Bylaws or the adoption of
new Bylaws;

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


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

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

                                   ARTICLE XI

                            MEETINGS OF SHAREHOLDERS

      SECTION 11.1 PLACE OF MEETINGS. Meetings (whether regular, special or
adjourned) of the shareholders of this corporation shall be held at the
principal executive office for the transaction of business of this corporation,
or at any place within or outside the State of California which may be
designated by written consent of all the shareholders entitled to vote thereat,
or which may be designated by resolution of the Board of Directors. Any meeting
shall be valid wherever held if held by the written consent of all the
shareholders entitled to vote thereat, given either before or after the meeting
and filed with the Secretary of this corporation.

      SECTION 11.2 ANNUAL MEETINGS.

               (a) The annual meetings of the shareholders shall be held at the
place provided pursuant to Section 11.1 hereof and at such time in a particular
year as may be designated by written consent of all the shareholders entitled to
vote thereat or which may be designated by resolution of the Board of Directors
of the Company. Said annual meetings shall be held for the purpose of the
election of directors, for the making of reports of the affairs of this
corporation and for the transaction of such other business as may properly come
before the meeting.

               (b) At an annual meeting of the shareholders, only such business
shall be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be: (A) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (B) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (C) otherwise properly brought
before the meeting by a shareholder. For business to be properly brought before
an annual meeting by a shareholder, the shareholder must have given timely
notice thereof in writing to the Secretary of the corporation. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation not later than the close of
business on the sixtieth (60th) day nor earlier than the close of business on
the ninetieth (90th) day prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that no annual meeting was
held in the previous year or the date of the annual meeting has been changed by
more than thirty (30) days from the date contemplated at the time of the
previous year's proxy statement, notice by the shareholder to be timely must be
so received not earlier than the close of business on the ninetieth (90th) day
prior to such annual meeting and not later than the close of business on the
later of the sixtieth (60th) day prior to such annual meeting or, in the event
public announcement of the date of such annual meeting is first made by the
corporation fewer than seventy (70) days prior to the date of such annual
meeting, the close of business on the tenth (10th) day following the day on
which public announcement of the date of such meeting is first made by the
corporation. A shareholder's notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before


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the annual meeting: (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and address, as they appear on the
corporation's books, of the shareholder proposing such business, (iii) the class
and number of shares of the corporation which are beneficially owned by the
shareholder, (iv) any material interest of the shareholder in such business and
(v) any other information that is required to be provided by the shareholder
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "1934 Act"), in his or her capacity as a proponent to a shareholder
proposal. Notwithstanding the foregoing, in order to include information with
respect to a shareholder proposal in the proxy statement and form of proxy for a
shareholder's meeting, shareholders must provide notice as required by the
regulations promulgated under the 1934 Act. Notwithstanding anything in these
Bylaws to the contrary, no business shall be conducted at any annual meeting
except in accordance with the procedures set forth in this paragraph (b). The
chairman of the annual meeting shall, if the facts warrant, determine and
declare at the meeting that business was not properly brought before the meeting
and in accordance with the provisions of this paragraph (b), and, if he or she
should so determine, he or she shall so declare at the meeting that any such
business not properly brought before the meeting shall not be transacted.

               (c) Only persons who are nominated in accordance with the
procedures set forth in this paragraph (c) shall be eligible for election as
directors. Nominations of persons for election to the Board of Directors of the
corporation may be made at a meeting of shareholders by or at the direction of
the Board of Directors or by any shareholder of the corporation entitled to vote
in the election of directors at the meeting who complies with the notice
procedures set forth in this paragraph (c). Such nominations, other than those
made by or at the direction of the Board of Directors, shall be made pursuant to
timely notice in writing to the Secretary of the corporation in accordance with
the provisions of paragraph (b) of this Section 11.2. Such shareholder's notice
shall set forth (i) as to each person, if any, whom the shareholder proposes to
nominate for election or re-election as a director: (A) the name, age, business
address and residence address of such person, (B) the principal occupation or
employment of such person, (C) the class and number of shares of the corporation
which are beneficially owned by such person, (D) a description of all
arrangements or understandings between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nominations are to be made by the shareholder, and (E) any other information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the 1934 Act (including without limitation such
person's written consent to being named in the proxy statement, if any, as a
nominee and to serving as a director if elected); and (ii) as to such
shareholder giving notice, the information required to be provided pursuant to
paragraph (b) of this Section 11.2. At the request of the Board of Directors,
any person nominated by a shareholder for election as a director shall furnish
to the Secretary of the corporation that information required to be set forth in
the shareholder's notice of nomination which pertains to the nominee. No person
shall be eligible for election as a director of the corporation unless nominated
in accordance with the procedures set forth in this paragraph (c). The chairman
of the meeting shall, if the facts warrant, determine and declare at the meeting
that a nomination was not made in accordance with the procedures prescribed by
these Bylaws, and if he or she should so determine, he or she shall so declare
at the meeting, and the defective nomination shall be disregarded.


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               (d) For purposes of this Section 11.2, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

      SECTION 11.3 SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose or purposes whatsoever may be called at any time by the Chief
Executive Officer, the Chairman of the Board of Directors or by the Board of
Directors, or by two or more members thereof, or by one or more holders of
shares entitled to cast not less than 10% of the votes at the meeting. Upon
request in writing sent by registered mail to the Chairman of the Board of
Directors, Chief Executive Officer, President, Vice President or Secretary, or
delivered to any such officer in person, by any person (other than the Board of
Directors) entitled to call a special meeting of shareholders, it shall be the
duty of such officer forthwith to 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, which shall be not less than 35 days nor more
than 60 days after the receipt of such request. If the notice is not given
within 20 days after receipt of the requests, the person entitled to call the
meeting may give the notice.

      SECTION 11.4 NOTICE OF MEETINGS. Except as otherwise may be required by
law and subject to Section 11.3 above, written notice of each meeting of
shareholders shall be given to each shareholder entitled to vote at that meeting
(see Section 11.9 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:

                      (i) a proposal to approve a transaction within the
        provisions of California Corporations Code, Section 310 (relating to
        certain transactions in which a director has an interest);

                      (ii) 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);


                                       11
<PAGE>   12
                      (iii) a proposal to approve a transaction within the
        provisions of California Corporations Code, Sections 181 and 1201
        (relating to reorganization);

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

                      (v) 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 with respect to any other business as may
properly come before the meeting.

      SECTION 11.5 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.

      SECTION 11.6 CONSENT TO SHAREHOLDERS' MEETINGS. The transactions of any
meeting of shareholders, however called and noticed, and wherever held, are as
valid as though had at a meeting duly held after regular call and notice, if a
quorum is present either in person or by proxy, and if, either before or after
the meeting, each of the shareholders entitled to vote, not present in person or
by proxy, signs a written waiver of notice or a consent to the holding of such
meeting or in approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Attendance of a person at a meeting shall constitute a
waiver of notice of and presence at such meeting, except when the person
objects, at the beginning of the meeting, to the transaction of any business


                                       12
<PAGE>   13
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 required by law to be included in the notice but not so
included, if such objection is expressly made at the meeting. Neither the
business to be transacted at nor the purpose of any regular or special meeting
of shareholders need be specified in any written waiver of notice, consent to
the holding of the meeting or approval of the minutes thereof, except as to
approval of contracts between this corporation and any of its directors,
amendment of the Articles of Incorporation, reorganization of this corporation
or winding up the affairs of this corporation.

      SECTION 11.7 QUORUM. The presence in person or by proxy of the holders of
a majority of the shares entitled to vote at any meeting of the shareholders
shall constitute a quorum for the transaction of business, but in no event shall
a quorum consist of less than one-third of the shares entitled to vote at the
meeting. Shares shall not be counted to make up a quorum for a meeting if voting
of such shares at the meeting has been enjoined or for any reason they cannot be
lawfully voted at the meeting. Shareholders present at a duly called or held
meeting at which a quorum is present may continue to transact business until
adjournment notwithstanding the withdrawal of enough shareholders to leave less
than a quorum, if any action taken (other than adjournment) is approved by at
least a majority of the shares required to constitute a quorum. Except as
provided herein, the affirmative vote of a majority of the shares represented
and voting at a duly held meeting it which a quorum is present (which shares
voting affirmatively also constitute at least a majority of the required quorum)
shall be the act of the shareholders, unless the vote of a greater number or
voting by classes is required.

      SECTION 11.8 ADJOURNED MEETINGS. Any shareholders' meeting, whether or not
a quorum is present, may be adjourned from time to time by the vote of a
majority of the shares, the holders of which are either present in person or
represented by proxy thereat, but, except as provided in Section 11.6 hereof, in
the absence of a quorum, no other business may be transacted at such meeting.
When a meeting is adjourned for more than 45 days or if after adjournment i 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 at a
meeting. Except as aforesaid, 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. At any adjourned meeting the shareholders may transact any business which
might have been transacted at the original meeting.

      SECTION 11.9 VOTING RIGHTS. Only persons in whose names shares entitled to
vote stand on the stock records of this corporation at the close of business on
the business day next preceding the day on which notice is given or, if notice
is waived, at the close of business on the business day next preceding the day
on which the meeting is held or, if some other day be fixed for the
determination of shareholders of record pursuant to Section 2.8(k) hereof, then
on such other day, shall be entitled to vote at such meeting. 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. In the
absence of any contrary provision in the Articles of Incorporation or in any
applicable statute relating to the election of directors or to other particular
matters, each such person shall be entitled to one vote for each share.

      SECTION 11.10 ACTION BY WRITTEN CONSENTS. Any action which may be taken at
any annual or special meeting of shareholders may be taken without a meeting and
without


                                       13
<PAGE>   14
prior notice, if a consent in writing, setting forth the action so taken, shall
be signed by holders of 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.
Unless the consents of all shareholders entitled to vote have been solicited in
writing, notice of any shareholder approval of (i) contracts between this
corporation end any of its directors, (ii) indemnification of any person, (iii)
reorganization of this corporation or (iv) distributions to shareholders upon
winding up of the affairs of this corporation in certain circumstances without a
meeting by less than unanimous written consent shall be given at least 10 days
before the consummation of the action authorized by such approval, and prompt
notice shall be given of the taking of any other corporate action approved by
shareholders without a meeting by less than unanimous written consent, to those
shareholders entitled to vote who have not consented in writing. All notices
given hereunder shall conform to the requirements of Section 11.4 hereto and
applicable law. When written consents are given with respect to any shares, they
shall be given by and accepted from the persons in whose names such shares stand
on the books of this corporation at the time such respective consents are given,
or their proxies. Any shareholder giving a written consent, or any shareholder's
proxy holder, or a transferee of the shares or a personal representative of the
shareholder or their respective proxy holders, may revoke the consent by a
writing received by this corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have been filed
with the Secretary of this corporation, but may not do so thereafter. Such
revocation is effective upon its receipt by the Secretary of this corporation.
Notwithstanding anything herein to the contrary, and subject to Section 305(b)
of the California Corporations Code, directors may not be elected by written
consent except by unanimous written consent of all shares entitled to vote for
the election of directors.

      SECTION 11.11 ELECTION OF DIRECTORS. Every shareholder entitled to vote at
any election of directors of this corporation may cumulate such shareholder's
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 the shareholder's
shares are normally entitled, or distribute the shareholder's votes on the same
principle among as many candidates as such shareholder thinks fit. No
shareholder, however, may cumulate such shareholder's votes for one or more
candidates unless such candidate or candidates' names have been placed in
nomination prior to the voting and the shareholder has given notice at the
meeting, prior to voting, of such shareholder's intention to cumulate such
shareholder's votes. If any one shareholder has given such notice, all
shareholders may cumulate their votes for candidates in nomination. The
candidates receiving the highest number of affirmative votes of the shares
entitled to be voted for them up to the number of directors to be elected by
such shares shall be declared elected. Votes against the director and votes
withheld shall have no legal effect. Election of directors need not be by ballot
except upon demand made by a shareholder at the meeting and before the voting
begins.

      SECTION 11.12 PROXIES. Every person entitled to vote or 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 person or such person's duly
authorized agent and filed with the Secretary of this corporation. No proxy
shall be valid (i) after revocation thereof, unless the proxy is specifically
made irrevocable and otherwise conforms to this Section 11.12 and applicable
law, or (ii) after the expiration of eleven months from the date thereof, unless
the person executing it specifies therein the length of time for which such
proxy is to continue in force. Revocation may be effected by a writing delivered
to the Secretary of this corporation stating that the proxy is revoked or by a
subsequent proxy executed by the person executing the prior proxy and


                                       14
<PAGE>   15
presented to the meeting, or as to any meeting by attendance at the meeting and
voting in person by, the person executing the proxy. A proxy is not revoked by
the death or incapacity of the maker unless, before the vote is counted, a
written notice of such death or incapacity is received by the Secretary of this
corporation. A proxy which states 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 (i) a pledgee; (ii) a person who has purchased or agreed to
purchase or holds an option to purchase the shares or a person who has sold a
portion of such person's shares in this corporation to the maker of the proxy;
(iii) a creditor or creditors of this corporation or the shareholder who
extended or continued credit to this 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 the credit; (iv) a person who has contracted to
perform services as an employee of this 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; (v) a person designated by or under a close
corporation shareholder agreement or a voting trust agreement; or (vi) a
beneficiary of a trust with respect to shares held by the trust. In addition, a
proxy may be made irrevocable if it is given to secure the performance of a duty
or to protect a title, either legal or equitable, until the happening of events
which, by its terms, discharge the obligation secured by it. Notwithstanding the
period of irrevocability specified, the proxy becomes revocable when the pledge
is redeemed, the option or agreement to purchase is terminated or the seller no
longer owns any shares of this corporation or dies, the debt of this corporation
or the shareholder is paid, the period of employment provided for in the
contract of employment has terminated, the close corporation shareholder
agreement or the voting trust agreement has terminated, or the person ceases to
be a beneficiary of the trust. In addition, a proxy may be revoked,
notwithstanding a provision making it irrevocable, by a transferee of hares
without knowledge of the existence of the provision unless the existence of the
proxy and its irrevocability appears on the certificate representing such
shares. Every form of proxy or written consent, which provides an opportunity to
specify approval or disapproval with respect to any proposal, shall also contain
an appropriate space marked "abstain," whereby a shareholder may indicate a
desire to abstain from voting his or her shares on the proposal. A proxy marked
"abstain" by the shareholder with respect to a particular proposal shall not be
voted either for or against such proposal. In any election of directors, any
form of proxy in which the directors to be voted upon are named therein as
candidates and which is marked by a shareholder "withhold" or otherwise marked
in a manner indicating that the authority to vote for the election of directors
is withheld shall not be voted either for or against the election of a director.

      SECTION 11.13 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 or three. If inspectors are appointed at a meeting on the request of one or
more shareholders or proxies, the holders of a majority of shares or their
proxies present at the meeting shall determine whether one or three inspectors
are to be appointed. If any person appointed as inspector fails to appear or
fails or refuses to act, the Chairman of the meeting may, and upon the request
of any shareholder or a shareholder's proxy shall, appoint a person to fill that
vacancy.

      These inspectors shall:


                                       15
<PAGE>   16
               (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 XII

                              MEETINGS OF DIRECTORS

      SECTION 12.1 PLACE OF MEETINGS. Meetings (whether regular, special or
adjourned) of the Board of Directors of this corporation shall be held at the
principal executive office of this corporation or at any other place within or
outside the State of California which may be designated from time to time by
resolution of the Board of Directors or which is designated in the notice of the
meeting.

      SECTION 12.2 REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such times as may be designated from time to time by resolution
of the Board of Directors. Notice of the time and place of all regular meetings
shall be given in the same manner as for special meetings, except that no such
notice need be given if (i) the time and place of such meetings are fixed by the
Board of Directors or (ii) the Regular Annual Meeting is held at the principal
executive office of this Corporation hereof and on the date specified by the
Board of Directors.

      SECTION 12.3 SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called at any time by the Chairman of the Board of Directors, if any, or
the Chief Executive Officer, President, or any Vice President, or the Secretary
or by any two or more directors.

      SECTION 12.4 NOTICE OF SPECIAL MEETINGS. Special meetings of the Board of
Directors shall be held upon no less than four days' notice by mail or 48 hours'
notice delivered personally or by telephone or telegraph to each director.
Notice need not be given to any director who signs a waiver of notice or a
consent to holding the meeting or an approval of the meeting thereof, whether
before or after the meeting or who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice to such director. All such
waivers, consents and approvals shall be filed with the corporate records or
made a part of the minutes of the meeting. Any oral notice given personally or
by telephone may be communicated either to the director or to the person at the
home or office of the director who the person giving the notice


                                       16
<PAGE>   17
has reason to believe will promptly communicate it to the director. A notice or
waiver of notice need not specify the purpose of any meeting of the Board of
Directors. If the address of a director is not shown on the records and is not
readily ascertainable, notice shall be addressed to him at the city or place in
which meetings of the directors are regularly held. If a meeting is adjourned
for more than 24 hours, notice of any adjournment to another time or place shall
be given prior to the time of the adjourned meeting to all directors not present
at the time of adjournment.

      SECTION 12.5 QUORUM. A majority of the authorized number of directors
constitutes a quorum of the Board of Directors for the transaction of business.
Every act or decision done or made by a majority of the directors present at a
meeting duly held at which a quorum is present is the act of the Board of
Directors subject to provisions of law relating to interested directors and
indemnification of agents of this corporation. A majority of the directors
present, whether or not a quorum is present, may adjourn any meeting to another
time and place. A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for such
meeting.

      SECTION 12.6 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 directors participating in such meeting
can hear one another. Participation in a meeting pursuant to this Section 12.6
constitutes presence in person at such meeting.

      SECTION 12.7 WAIVER OF NOTICE AND CONSENT. The transactions of any meeting
of the Board of Directors, however called and noticed or 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, a consent to holding
such meeting or an approval of the minutes thereof. All such waivers, consents
and approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

      SECTION 12.8 ACTION WITHOUT A MEETING. Any action required or permitted by
law to be taken by the Board of Directors may be taken without a meeting, if all
members of the Board of Directors shall 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 the unanimous vote of such
directors.

      SECTION 12.9 COMMITTEES. The provisions of this Article XII apply also to
committees of the Board of Directors and incorporators and action by such
committees and incorporators, mutatis mutandis.

                                  ARTICLE XIII

                                SUNDRY PROVISIONS

      SECTION 13.1 INSTRUMENTS IN WRITING. All checks, drafts, demands for
money, notes and written contracts of this corporation shall be signed by such
officer or officers, agent or


                                       17
<PAGE>   18
agents, as the Board of Directors may from time to time designate. No officer,
agent, or employee of this corporation shall have the power to bind this
corporation by contract or otherwise unless authorized to do so by these by-laws
or by the Board of Directors.

      SECTION 13.2 SHARES HELD BY THE CORPORATION. Shares in other corporations
standing in the name of this corporation may be voted or represented and all
rights incident thereto may be exercised on behalf of this corporation by any
officer of this corporation authorized to do so by resolution of the Board of
Directors.

      SECTION 13.3 CERTIFICATES FOR SHARES. There shall be issued to every
holder of shares in this corporation a certificate or certificates signed in the
name of this corporation by the Chairman of the Board of Directors, if any, or
the Chief Executive Officer or the President or a Vice President and by the
Chief Financial Officer or an Assistant Chief Financial Officer or the Secretary
or any 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 this corporation with the same effect
as if such person were an officer, transfer agent or registrar at the date of
issue.

      SECTION 13.4 LOST CERTIFICATES. Where the owner of any certificate for
shares of this corporation claims that the certificate has been lost, stolen or
destroyed, a new certificate shall be issued in place of the original
certificate if the owner (i) so requests before this corporation has notice that
the original certificate has been acquired by a bona fide purchaser, (ii) files
with this corporation an indemnity bond in such form and in such amount as shall
be approved by the Chief Executive Officer, or the President or a Vice President
of this corporation, and (iii) satisfies any other reasonable requirements
imposed by this corporation. The Board of Directors may adopt such other
provisions and restrictions with reference to lost certificates, not
inconsistent with applicable law, as it shall in its discretion deem
appropriate.

      SECTION 13.5 CERTIFICATION AND INSPECTION OF BYLAWS. This corporation
shall keep at its principal executive office the original or a copy of these
by-laws as amended or otherwise altered to date, which shall be open to
inspection by the shareholders at all reasonable times during office hours.

      SECTION 13.6 ANNUAL REPORTS. Provided that this corporation has 100 or
fewer shareholders, the making of annual reports to the shareholders is
dispensed with and the requirement that such annual reports be made to
shareholders is expressly waived, except as may be directed from time to time by
the Board of Directors or the Chief Executive Officer or the President.

                                   ARTICLE XIV

                      CONSTRUCTION OF BYLAWS WITH REFERENCE
                              TO PROVISIONS OF LAW

      SECTION 14.1 BYLAW PROVISIONS ADDITIONAL AND SUPPLEMENTAL TO PROVISIONS OF
LAW. All restrictions, limitations, requirements and other provisions of these
by-laws shall be construed, insofar as possible, as supplemental and additional
to all provisions of law applicable


                                       18
<PAGE>   19
to the subject matter thereof and shall be fully complied with in addition to
the said provisions of law unless such compliance shall be illegal.

      SECTION 14.2 BYLAWS PROVISIONS CONTRARY TO OR INCONSISTENT WITH PROVISIONS
OF LAW. Any article, section, subsection, subdivision, sentence, clause or
phrase of these by-laws which, upon being construed in the manner provided in
Section 14.1 hereof, shall be contrary to or inconsistent with any applicable
provision of law, shall not apply so long as said provisions of law shall remain
in effect, but such result shall not affect the validity or applicability of any
other portions of these by-laws, it being hereby declared that these by-laws,
and each article, section, subsection, subdivision, sentence, clause or phrase
thereof, would have been adopted irrespective of the fact that any one or more
articles, sections, subsections, subdivisions, sentences, clauses or phrases is
or are illegal.

                                   ARTICLE XV

                     ADOPTION, AMENDMENT OR REPEAL OF BYLAWS

      SECTION 15.1 BY SHAREHOLDERS. Bylaws may be adopted, amended or repealed
by the vote or written consent of holders of a majority of the outstanding
shares entitled to vote. Bylaws specifying or changing a fixed number of
directors or the maximum or minimum number or changing from a fixed to a
variable board or vice versa may only be adopted by the shareholders; provided,
however, that a Bylaw or amendment of the Articles of Incorporation reducing the
fixed number or the minimum number of directors to a number less than five
cannot be adopted if the votes cast against its adoption at a meeting or the
shares not consenting in the case of action by written consent are equal to more
than 16 2/3% of the outstanding shares entitled to vote.

      SECTION 15.2 BY THE BOARD OF DIRECTORS. Subject to the right of
shareholders to adopt, amend or repeal Bylaws, Bylaws, other than a Bylaw or
amendment thereof specifying or changing a fixed number of directors or the
maximum or minimum number or changing from a fixed to a variable board or vice
versa, may be adopted, amended or repealed by the Board of Directors. A Bylaw
adopted by the shareholders may restrict or eliminate the power of the Board of
Directors to adopt, amend or repeal Bylaws.

                                   ARTICLE XVI

                        RESTRICTIONS ON TRANSFER OF STOCK

      SECTION 16.1 SUBSEQUENT AGREEMENT OR BYLAW. If (a) any two or more
shareholders of this corporation shall enter into any agreement abridging,
limiting or restricting the rights of any one or more of them to sell, assign,
transfer, mortgage, pledge, hypothecate or transfer on the books of this
corporation any or all of the shares of this corporation held by them, and if a
copy of said agreement shall be filed with this corporation, or if (b)
shareholders entitled to vote shall adopt any Bylaw provision abridging,
limiting or restricting the aforesaid rights of any shareholders, then, and in
either of such events, all certificates of shares of stock subject to such
abridgements, limitations or restrictions shall have a reference thereto
endorsed thereon by an officer of this corporation and such certificates shall
not thereafter be transferred on the books of this corporation except in
accordance with the terms and provisions of such agreement or Bylaw, as the case
may be; provided, that no restriction shall be binding with respect to shares


                                       19
<PAGE>   20
issued prior to adoption of the restriction unless the holders of such shares
voted in favor of or consented in writing to the restriction.

                                  ARTICLE XVII

                                 INDEMNIFICATION

      SECTION 17.1 INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES. This
corporation shall indemnify each person who was or is a party, or is threatened
to be made a party, to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding") by reason of the fact that such person is or was a director,
officer or employee of this corporation, or is or was serving at the request of
this corporation as a director, officer or employee of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise, or
was a director, officer or employee of a foreign or domestic corporation which
was a predecessor corporation of this corporation or of another enterprise at
the request of such predecessor corporation, to the fullest extent permitted by
the California Corporations Code, against all expenses, including, without
limitation, attorneys' fees and any expenses of establishing a right to
indemnification, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with such Proceeding, and such indemnification
shall continue as to a person who has ceased to be such a director, officer or
employee, and shall inure to the benefit of the heirs, executors and
administrators of such person; provided, however, that this corporation shall
indemnify any such person seeking indemnity in connection with a Proceeding (or
part thereof) initiated by such person only if such Proceeding (or part thereof)
was authorized by the Board of Directors of this corporation.

      SECTION 17.2 ADVANCEMENT OF EXPENSES. This corporation shall pay expenses
incurred by such a director, officer or employee in defending any Proceeding as
they are incurred in advance of its final disposition; provided, however, that
if the California Corporations Code then so requires, the payment of such
expenses incurred by a director, officer or employee in advance of the final
disposition of a Proceeding shall be made only upon receipt by this corporation
of an undertaking by or on behalf of such director, officer or employee to repay
such amount if it shall be determined ultimately that such person is not
entitled to be indemnified under this Article XVII or otherwise.

      SECTION 17.3 NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person
in this Article XVII shall not be deemed exclusive of any other rights that such
person may have or hereafter acquire under any statute, bylaw, agreement, vote
of shareholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office. Additionally, nothing in this Article XVII shall limit the ability of
this corporation, in its discretion, to indemnify persons whom this corporation
is not obligated to indemnify pursuant to this Article XVII.

      SECTION 17.4 INDEMNIFICATION CONTRACTS. The Board of Directors is
authorized to cause this corporation to enter into a contract with any director,
officer, employee or agent of this corporation, or any person serving at the
request of this corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, providing
for indemnification rights equivalent to or, if the Board of Directors so
determines,


                                       20
<PAGE>   21
greater than (to the extent permitted by this Corporation's Articles of
Incorporation and the California Corporations Code), those provided for in this
Article XVII.

      SECTION 17.5 EFFECT OF AMENDMENT. Any amendment, repeal or modification of
any provision of this Article XVII shall be prospective only, and shall not
adversely affect any right or protection conferred on a person pursuant to this
Article XVII and existing at the time of such amendment, repeal or modification.


                                       21