BYLAWS

                for the regulation, except as otherwise provided
                  by statute or the Articles of Incorporation,
                                       of

                        AMERICAN RECREATION CENTERS, INC.

                          ARTICLE I. GENERAL PROVISIONS

Section 1.01 Principal Executive Office. The Board of Directors shall designate
the location of the principal executive office of the corporation at any place
within or without the State of California. The Board of Directors shall have the
power to change the principal executive office to another location and may
designate and locate one or more subsidiary offices within or without the State
of California.

Section 1.02 Number of Directors. The number of directors of the corporation
shall be one until changed by a bylaw amending this Section 1.02 duly adopted by
the vote or written consent of a majority of the outstanding shares entitled to
vote; provided, however, that if at any time the number of directors is more
than one, a bylaw reducing the 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 percent of the outstanding shares entitled to vote.

                       ARTICLE II. SHARES AND SHAREHOLDERS

Section 2.01 Meetings of Shareholders.

     (a) 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 executive office of the corporation.

     (b) Annual Meetings. An annual meeting of the shareholders of the
corporation shall be held on the first Friday of April of each year at 10:00
a.m. or at such other date and time as may be designated by the Board of
Directors. Should said day fall upon a legal holiday, the annual meeting of
shareholders shall be held at the same time on the next day thereafter ensuing
which is a full business day. At each annual meeting directors shall be elected,
and any other proper business may be transacted.

     (c) Special Meetings. Special meetings of the shareholders may be called by
the Board of Directors, the chairman of the board, the president, or by the
holders of shares entitled to cast not less than ten percent of the votes at the
meeting. Upon request


<PAGE>


in writing to the chairman of the board, the president, any vice president or
the secretary by any person (other than the board) entitled to call a special
meeting of shareholders, the officer forthwith shall cause notice to be given to
the shareholders entitled to vote that a meeting will be held at a time
requested by the person or persons calling the meeting, not less than 35 nor
more than 60 days after the receipt of the request. If the notice is not given
within 20 days after receipt of the request, the persons entitled to call the
meeting may give the notice.

     (d) Notice of Meetings. Notice of any shareholders' meeting shall be given
not less than 10 nor more than 60 days before the date of the meeting to each
shareholder entitled to vote thereat. Such notice shall state the place, 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 which the
Board, at the time of the giving of the notice, intends to present for action by
the shareholders. The notice of any meeting at which directors are to be elected
shall include the names of nominees intended at the time of the notice to be
presented by the board for election.

     If action is proposed to be taken at any meeting, which action is within
Sections 310, 902, 1201, 1900 or 2007 of the General Corporation Law of the
State of California, the notice shall also state the general nature of that
proposal.

     Notice of a shareholders' meeting shall be given either personally or by
first-class mail, or other means of written communication, charges prepaid,
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 shall be deemed to have been
given at the time when delivered personally or deposited in the mail or sent by
other means of written communication. An affidavit of mailing of any notice
executed by the secretary, assistant secretary or any transfer agent, shall be
prima facie evidence of the giving of the notice.

     (e) Adjourned Meeting and Notice Thereof. Any meeting of shareholders may
be adjourned from time to time by the vote of a majority of the shares
represented either in person or by proxy whether or not a quorum is present.
When a shareholders' meeting is adjourned to another time or place, notice need
not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting the corporation may transact any business which might have been
transacted at the original meeting. However, if the adjournment is for more than
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 at the meeting.


                                      -2-
<PAGE>


     (f) Waiver of Notice. 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
persons entitled to vote, not present in person or by proxy, signs a written
waiver of notice or a consent to the holding of the meeting or an approval of
the minutes thereof. The waiver of notice or consent need not specify either the
business to be transacted or the purpose of any annual or special meeting of
shareholders, except that if action is taken or proposed to be taken for
approval of any of those matters specified in the second paragraph of
subparagraph (d) of Section 2.01 of this Article II, the waiver of notice or
consent shall state the general nature of the proposal. All such waivers,
consents and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.

     (g) Quorum. The presence in person or by proxy of the persons entitled to
vote a majority of the shares entitled to vote at any meeting shall constitute a
quorum for the transaction of business. If a quorum is present, the affirmative
vote of the majority of the shares represented and voting at the meeting (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 by law or the Articles of Incorporation
of the corporation.

     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, provided that
any action taken (other than adjournment) must be approved by at least a
majority of the shares required to constitute a quorum.

     Section 2.02 Action Without a Meeting. Any action which may be taken at any
annual or special meeting of shareholders may be taken without a meeting and
without prior notice, if a consent in writing, setting forth the action so
taken, shall be signed by the 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. Notwithstanding the foregoing, directors may not be elected by
written consent except by unanimous written consent of all shares entitled to
vote for the election of directors, except as provided by Section 3.04 hereof.

     Where the approval of shareholders is given without a meeting by less than
unanimous written consent, unless the consents of all shareholders entitled to
vote have been solicited in writing, the secretary shall give prompt notice of
the corporate action approved by the shareholders without a meeting. In the case
of approval of transactions pursuant to Section 310, 317, 1201 or 2007 of the
General Corporation Law of the State of California, the notice shall be given at
least ten days before the consummation of any action authorized by that
approval. Such notice shall be given in the same manner as notice of
shareholders' meeting.


                                      -3-
<PAGE>


Section 2.03 Voting of Shares.

     (a) In General. Except as otherwise provided in the Articles of
Incorporation and subject to subparagraph (b) hereof, each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote of shareholders.

     (b) Cumulative Voting. At any election of directors, every shareholder
complying with this paragraph (b) and entitled to vote may cumulate his or her
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 entitled, or distribute the shareholder's votes on the same principle
among as many candidates as the shareholder thinks fit. No shareholder shall be
entitled to cumulate votes (i.e., cast for any one or more candidates a number
of votes greater than the number of votes which such shareholder normally is
entitled to cast) 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 the voting of the shareholder's intention to cumulate the
shareholder's votes. If any one shareholder has given such notice, all
shareholders may cumulate their votes for candidates in nomination. In any
election of directors, the candidates receiving the highest number of
affirmative votes up to the number of directors to be elected by such shares are
elected; votes against a director and votes withheld shall have no legal effect.

     (c) Election by Ballot. Elections for directors need not be by ballot
unless a shareholder demands election by ballot at the meeting and before the
voting begins.

Section 2.04 Proxies. Every person entitled to vote shares may authorize another
person or persons to act by proxy with respect to such shares. No proxy shall be
valid after the expiration of 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 prior to the vote pursuant thereto, except as
otherwise herein provided. Such revocation may be effected by a writing
delivered to the corporation stating that the proxy is revoked or by a
subsequent proxy executed by the person executing the prior proxy and presented
to the meeting, or as to any meeting by attendance at such meeting and voting in
person by the person executing the proxy. The dates contained on the forms of
proxy presumptively determine the order of execution, regardless of the postmark
dates 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 such death or incapacity is received by the corporation. The
revocability of a proxy that states on its face that it is irrevocable shall be
governed by the provisions of Sections 705(e) and 705(f) of the California
General Corporation Law.

Section 2.05 Inspectors of Election.

     (a) Appointment. In advance of any meeting of shareholders the Board may
appoint inspectors of election to act at the meeting and any adjournment
thereof. If inspectors of election are not so appointed, or if any persons so
appointed fail to appear


                                      -4-
<PAGE>


or refuse to act, the chairman of any meeting of shareholders may, and on the
request of any shareholder or a shareholder's proxy shall, appoint inspectors of
election (or persons to replace those who so fail or refuse) 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
represented in person or by proxy shall determine whether one or three
inspectors are to be appointed.

     (b) Duties. The inspectors of election shall 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,
receive votes, ballots or consents, hear and determine all challenges and
questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine when the polls shall close, determine
the result and do such acts as may be proper to conduct the election or vote
with fairness to all shareholders. The inspectors of election shall perform
their duties impartially, in good faith, to the best of their ability and as
expeditiously as is practical. If there are three inspectors of election, the
decision, act or certificate of a majority is effective in all respects as the
decision, act or certificate of all. Any report or certificate made by the
inspectors of election is prima facie evidence of the facts stated therein.

Section 2.06 Record Date. In order that the corporation may determine the
shareholders entitled to notice of any meeting or to vote or entitled to receive
payment of any dividend or other distribution or allotment of any rights or
entitled to exercise any rights in respect of any other lawful action, the Board
may fix, in advance, a record date, which shall not be more than 60 nor less
than 10 days prior to the date of such meeting nor more than 60 days prior to
any other action. If no record date is fixed:

          (1) The record date for determining shareholders entitled to notice of
     or to vote at a meeting of shareholders shall be at the close of business
     on the business day next preceding the day 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.

          (2) The record date for determining shareholders entitled to give
     consent to corporate action in writing without a meeting, when no prior
     action by the Board has been taken, shall be the day on which the first
     written consent is given.

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

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


                                      -5-
<PAGE>


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

Section 2.07 Share Certificates.

     (a) In General. The corporation shall issue a certificate or certificates
representing shares of its capital stock. Each certificate so issued shall be
signed in the name of the corporation by the chairman or vice chairman of the
board or the president or a vice president and by the chief financial officer or
an assistant treasurer or the secretary or any assistant secretary, shall state
the name of the record owner thereof and shall certify the number of shares and
the class or series of shares represented thereby. 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 has 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) Two or More Classes or Series. If the shares of the corporation are
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 the respective classes or series of
     shares authorized to be issued and upon the holders thereof; or

          (2) A summary of such rights, preferences, privileges and restrictions
     with reference 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 subparagraph (1).

     (c) Special Restrictions. There shall also appear on the certificate
(unless stated or summarized under subparagraph (1) or (2) of subparagraph (b)
above) the statements required by all of the following clauses to the extent
applicable:

          (1) The fact that the shares are subject to restrictions upon
     transfer.

          (2) If the shares are assessable, a statement that they are
     assessable.

          (3) If the shares are not fully paid, a statement of the total
     consideration to be paid therefor and the amount paid thereon.


                                      -6-
<PAGE>


     (4) The fact that the shares are subject to a voting agreement or an
irrevocable proxy or restrictions upon voting rights contractually imposed by
the corporation.

     (5) The fact that the shares are redeemable.

     (6) The fact that the shares are convertible and the period for conversion.

Section 2.08 Transfer of Certificates. Where a certificate for shares is
presented to the corporation or its transfer clerk or transfer agent with a
request to register a transfer of shares, the corporation shall register the
transfer, cancel the certificate 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; (e) the transfer is not in violation
of any federal or state securities law; and (f) the transfer is in compliance
with any applicable agreement governing the transfer of the shares.

Section 2.09 Lost Certificates. 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, if so requested by the Board of
Directors; and (c) satisfies any other reasonable requirements as may be imposed
by the Board. Except as above provided, 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 judgment in an action brought under Section 419(b) of the
California General Corporation Law.

                             ARTICLE III. DIRECTORS

Section 3.01 Powers. Subject to the provisions of the California General
Corporation Law and the Articles of Incorporation, 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 may delegate the
management of the day-to-day operations 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.

Section 3.02 Committees of the Board. The Board may, by resolution adopted by a
majority of the authorized number of directors, designate one or more
committees, each consisting of two or more directors, to serve at the pleasure
of the Board. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent member at any meeting of the
committee. The appointment of members or alternate members of a committee
requires the vote of a majority of the   


                                      -7-
<PAGE>


authorized number of directors. Any such committee, to the extent provided in
the resolution of the Board, shall have all the authority of the Board, except
with respect to:

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

     (2) The filling of vacancies on the Board or in any committee.

     (3) The fixing of compensation of the directors for serving on the Board 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 which by its
express terms is not so amendable or repealable.

     (6) A distribution (within the meaning of the California General
Corporation Law) to the shareholders of the corporation, except at a rate or in
a periodic amount or within a price range determined by the Board.

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

Section 3.03 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, the directors may be elected at any
special meeting of shareholders held for that purpose. Each director, including
a director elected to fill a vacancy, shall hold office until the expiration of
the term for which elected and until a successor has been elected and qualified.

Section 3.04 Vacancies. Except for a vacancy created by the removal of a
director, vacancies on the Board may be filled by approval of the Board or, if
the number of directors then in office is less than a quorum, by (a) the
unanimous written consent of the directors then in office, (b) the affirmative
vote of a majority of the directors then in office at a meeting held pursuant to
notice or waivers of notice under the California General Corporation Law, or (c)
a sole remaining director. The shareholders may elect a director or directors at
any time to fill any vacancy or vacancies not filled by the directors, but any
such election by written consent requires the consent of a majority of the
outstanding shares entitled to vote.

     The Board of Directors shall have the power to declare vacant the office of
a director who has been declared of unsound mind by an order of court, or
convicted of a felony.


                                      -8-
<PAGE>


Section 3.05 Removal. Any or all of the directors may be removed without cause
if such removal is approved by the vote of a majority of the outstanding shares
entitled to vote, except that no director may be removed (unless the entire
board is 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.

Section 3.06 Resignation. Any director may resign effective upon giving written
notice to the chairman of the board, the president, the secretary or the Board
of Directors of the corporation, unless the notice specifies a later time for
the effectiveness of such resignation. If the resignation is effective at a
future time, a successor may be elected to take office when the resignation
becomes effective.

Section 3.07 Meetings of the Board of Directors and Committees.

     (a) Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and place within or without the State as may be
designated from time to time by resolution of the Board or by written consent of
all members of the Board or in these bylaws.

     (b) Organization Meeting. Immediately following each annual meeting of
shareholders the Board of Directors shall hold a regular meeting for the purpose
of organization, election of officers, and the transaction of other business.
Notice of such meetings is hereby dispensed with.

     (c) Special Meetings. 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, by any vice president or the secretary or any two directors.

     (d) Notices; Waivers. Special meetings shall be held upon four days' notice
by mail or forty-eight hours' notice delivered personally or by telephone,
including a voice messaging system or other system or technology designed to
record and commumcate messages, telegraph, facsimile, electronic mail, or other
electronic means. Notice of a meeting need not be given to any director who
signs a waiver of notice or a consent to holding the meeting or an approval of
the minutes thereof, whether before or after the meeting, or who attends the
meeting without protesting, prior thereto or at its commencement, the lack of
notice to 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.

     (e) Adjournment. A majority of the directors present, whether or not a
quorum is present, may adjourn any meeting to another time and place. If the
meeting is adjourned for more than 24 hours, notice of such adjournment to
another time and


                                      -9-
<PAGE>


place shall be given prior to the time of the adjourned meeting to the directors
who were not present at the time of adjournment.

     (f) Place of Meeting. Meetings of the Board may be held at any place within
or without the state which has been designated in the notice of the meeting or,
if not stated in the notice or there is no notice, then such meeting shall be
held at the principal executive office of the corporation, or such other place
designated by resolution of the Board.

     (g) Presence by Conference Telephone Call. Members of the Board may
participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such meeting
can hear one another. Such participation constitutes presence in person at such
meeting.

     (h) Quorum. A majority of the authorized number of directors constitutes a
quorum of the Board 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, unless a greater number
be required by law or by the Articles of Incorporation. 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 3.08 Action Without Meeting. Any action required or permitted to be
taken by the Board of Directors, may be taken without a meeting if all members
of the Board 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. Such action by written consent shall have the same
force and effect as a unanimous vote of such directors.

Section 3.09 Committee Meetings. The provisions of Sections 3.07 and 3.08 of
these bylaws apply also to committees of the Board and action by such
committees, mutatis mutandis.

                              ARTICLE IV. OFFICERS

Section 4.01 Officers. The officers of the corporation shall consist of a
chairman of the board or a president, or both, 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 and as may be necessary to enable
the corporation to sign instruments and share certificates. Any number of
offices may be held by the same person.

Section 4.02 Elections. All officers of the corporation, except such officers as
may be otherwise appointed in accordance with Section 4.03, shall be chosen by
the Board of Directors, and shall serve at the pleasure of the Board of
Directors, subject to the rights, if any, of an officer under any contract of
employment.


                                      -10-
<PAGE>


Section 4.03 Other Officers. The Board of Directors, the chairman of the board,
or the president at their or his discretion, may appoint one or more vice
presidents, one or more assistant secretaries, a treasurer, one or more
assistant treasurers, 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, the chairman of the board, or
the president, as the case may be, may from time to time determine.

Section 4.04 Removal. Subject to the rights, if any, of an officer under any
contract of employment, any officer may be removed, either with or without
cause, by the Board of Directors, or, except in 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, without prejudice to the rights, if any, of
the corporation under any contract to which the officer is a party.

Section 4.05 Resignation. Any officer may resign at any time by giving written
notice to the Board of Directors or to the president, or to the secretary of the
corporation without prejudice to the rights, if any, of the corporation under
any contract to which the officer is a party. Any such resignation shall take
effect at the date of the receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

Section 4.06 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in these bylaws for regular appointments to such office.

Section 4.07 Chairman of the Board. The chairman of the board, if there shall be
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. If there is no
president, the chairman of the board shall in addition be the chief executive
officer of the corporation and shall have the powers and duties prescribed in
Section 4.08 below.

Section 4.08 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 be such
an officer, the president shall be general manager and 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 affairs of
the corporation. He shall preside at all meetings of the shareholders and, in
the absence of the chairman of the board, or if there be none, at all meetings
of the Board 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 these bylaws.


                                      -11-
<PAGE>


Section 4.09 Vice President. In the absence of the president or in the event of
the president's inability or refusal to act, the vice president, or in the event
there be more than one vice president, the vice president designated by the
Board of Directors, or if no such designation is made, in order of their
election, shall perform the duties of president and when so acting, shall have
all the powers of and be subject to all the restrictions upon the president. Any
vice president shall perform such other duties as from time to time may be
assigned to such vice president by the president or the Board of Directors.

Section 4.10 Secretary. The secretary shall keep or cause to be kept the minutes
of proceedings and record of shareholders, as provided for and in accordance
with Section 5.01(a) of these bylaws.

     The secretary shall give, or cause to be given, notice of all meetings of
the shareholders and of the Board of Directors required by these bylaws or by
law to be given, and shall have such other powers and perform such other duties
as may be prescribed by the Board of Directors.

Section 4.11 Chief Financial Officer. The chief financial officer shall have
general supervision, direction and control of the financial affairs of the
corporation and shall have such other powers and duties as may be prescribed by
the Board of Directors or these bylaws. In the absence of a named treasurer, the
chief financial officer shall also have the powers and duties of the treasurer
as hereinafter set forth and shall be authorized and empowered to sign as
treasurer in any case where such officer's signature is required.

Section 4.12 Treasurer. The treasurer shall keep or cause to be kept the books
and records of account as provided for and in accordance with Section 5.01(a) of
these bylaws. The books of account shall at all reasonable times be open to
inspection by any director.

     The treasurer 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 of his transactions as treasurer 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
these bylaws. In the absence of a named chief financial officer, the treasurer
shall be deemed to be the chief financial officer and shall have the powers and
duties of such office as hereinabove set forth.

                            ARTICLE V. MISCELLANEOUS

Section 5.01 Records and Reports.

     (a) Books of Account and Proceedings. The corporation shall keep adequate
and correct books and records of account and shall keep minutes of the
proceedings of


                                      -12-
<PAGE>


its shareholders, Board and committees of the board and shall keep at its
principal executive office, or at the office of its transfer agent or registrar,
a record of its shareholders, giving the names and addresses of all shareholders
and the number and class of shares held by each. Such minutes shall be kept in
written form. Such other books and records shall be kept either in written form
or in any other form capable of being converted into written form.

     (b) Annual Report. An annual report to shareholders referred to in Section
1501 of the California General Corporation Law is expressly dispensed with, but
nothing herein shall be interpreted as prohibiting the Board of Directors from
issuing annual or other periodic reports to the shareholders of the corporation
as they consider appropriate.

     (c) Shareholders' Requests for Financial Reports. If no annual report for
the last fiscal year has been sent to shareholders, the corporation shall, upon
the written request of any shareholder made more than 120 days after the close
of that fiscal year, deliver or mail to the person making the request within 30
days thereafter the financial statements for that year required by Section
1501(a) of the California General Corporation Law. Any shareholder or
shareholders holding at least five percent of the outstanding shares of any
class of this corporation may make a written request to the corporation for an
income statement of the corporation for the three-month, six-month or nine-month
period of the current fiscal year ended more than 30 days prior to the date of
the request and a balance sheet of the corporation as of the end of such period,
and the corporation shall deliver or mail the statements to the person making
the request within 30 days thereafter. A copy of the statements shall be kept on
file in the principal office of the corporation for 12 months and they shall be
exhibited at all reasonable times to any shareholder demanding an examination of
them or a copy shall be mailed to such shareholder upon demand.

Section 5.02 Rights of Inspection.

     (a) By Shareholders.

     (1) Record of Shareholders. Any shareholder or shareholders holding at
least five percent in the aggregate of the outstanding voting shares of the
corporation or who hold at least one percent of such voting shares and have
filed a Schedule 14A with the United States Securities and Exchange Commission
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' prior written demand upon
the corporation, or (ii) obtain from the transfer agent for the corporation,
upon written demand and upon the tender of its usual charges for such a list
(the amount of which charges shall be stated to the shareholder by the transfer
agent upon request), a list of the shareholders' names and addresses, who are
entitled to vote for the election of directors, and their shareholdings, as of
the most recent record date for which it has been compiled or as of a date
specified by the shareholder subsequent to the date of demand. The list shall be
made available on or before the later


                                      -13-
<PAGE>


of five business days after demand is received or the date specified therein as
the date as of which the list is to be compiled.

     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.

     (2) Corporate Records. The accounting books and records and minutes of
proceedings of the shareholders and the Board and committees of the board 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
interests as a shareholder or as the holder of such voting trust certificate.
This right of inspection shall also extend to the records of any subsidiary of
the corporation.

     (3) Bylaws. The corporation shall keep at its principal executive office in
this state, the original or a copy of its bylaws as amended to date, which shall
be open to inspection by the shareholders at all reasonable times during office
hours.

     (b) By Directors. Every director shall have the absolute right at any
reasonable time to inspect and copy all books, records and documents of every
kind and to inspect the physical properties of the corporation of which such
person is a director and also of its subsidiary corporations, domestic or
foreign. 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.

Section 5.03 Checks, Drafts, Etc. All checks, drafts or other orders for payment
of money, notes or other evidences of indebtedness, issued in the name of or
payable to the corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board of Directors.

Section 5.04 Representation of Shares of Other Corporations. The chairman of the
board, if any, president or any vice president of this corporation, or any other
person authorized to do so by the chairman of the board, president or any vice
president, is authorized to vote, represent and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this corporation. The authority herein
granted to said officers to vote or represent on behalf of this corporation any
and all shares held by this 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.


                                      -14-
<PAGE>


Section 5.05 Indemnification and Insurance.

     (a) Right to Indemnification. Each person who was or is made a party to or
is threatened to be made a party to or is involuntarily involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "Proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the corporation or is or was serving (during such person's tenure as director
or officer) at the request of the corporation, any other corporation,
partnership, joint venture, trust or other enterprise in any capacity, whether
the basis of a Proceeding is an alleged action in an official capacity as a
director or officer or in any other capacity while serving as a director or
officer, shall be indenmified and held harmless by the corporation to the
fullest extent authorized by California General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the corporation to provide broader
indemnification rights than said law permitted the corporation to provide prior
to such amendment), against all expenses, liability and loss (including
attorneys' fees, judgments, fines, or penalties and amounts to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith. The right to indemnification conferred in this Section shall be a
contract right and shall include the right to be paid by the corporation the
expenses incurred in defending a Proceeding in advance of its final disposition;
provided, however, that, if California General Corporation Law requires, the
payment of such expenses in advance of the final disposition of a Proceeding
shall be made only upon receipt by the corporation of an undertaking by or on
behalf of such director or officer to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under this Section or otherwise. No amendment to or repeal of this
Section 5.05 shall apply to or have any effect on any right to indemnification
provided hereunder with respect to any acts or omissions occurring prior to such
amendment or repeal.

     (b) Right of Claimant to Bring Suit. If a claim for indemnity under
paragraph (a) of this Section is not paid in full by the corporation within
ninety days after a written claim has been received by the corporation, the
claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall also be entitled to be paid the expense of prosecuting such
claim including reasonable attorneys' fees incurred in connection therewith. It
shall be a defense to any such action (other than an action brought to enforce a
claim for expenses incurred in defending a Proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the corporation) that the claimant has not met the standards of
conduct which make it permissible under California General Corporation Law for
the corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the corporation. Neither the failure of the
corporation (including its Board of Directors, independent legal counsel, or its
shareholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set


                                      -15-
<PAGE>


forth in California General Corporation Law, nor an actual determination by the
corporation (including its Board of Directors, independent legal counsel, or its
shareholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

     (c) Non-Exclusivity of Rights. The rights conferred in this Section shall
not be exclusive of any other rights which any director, officer, employee or
agent may have or hereafter acquire under any statute, provision of the Articles
of Incorporation, bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, to the extent the additional rights to indemnification
are authorized in the Articles of Incorporation of the corporation.

     (d) Insurance. In furtherance and not in limitation of the powers conferred
by statute:

     (1) the corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify the person against that expense,
liability or loss under the California General Corporation Law.

     (2) the corporation may create a trust fund, grant a security interest
and/or use other means (including, without limitation, letters of credit, surety
bonds and/or other similar arrangements), as well as enter into contracts
providing indemnification to the full extent authorized or permitted by law and
including as part thereof provisions with respect to any or all of the foregoing
to ensure the payment of such amounts as may become necessary to effect
indemnification as provided therein, or elsewhere.

     (e) Indemnification of Employees and Agents of the Corporation. The
corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, including the right to be paid by
the corporation the expenses incurred in defending a Proceeding in advance of
its final disposition, to any employee or agent of the corporation to the
fullest extent of the provisions of this Section or otherwise with respect to
the indemnification and advancement of expenses of directors and officers of the
corporation.

Section 5.06 Employee Stock Purchase Plans. The corporation may adopt and carry
out a stock purchase plan or agreement or stock option plan or agreement
providing for the issue and sale for such consideration as may be fixed of its
unissued shares, or of issued shares acquired or to be 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


                                      -16-
<PAGE>


in paying for such shares by compensation for services rendered, promissory
notes or otherwise.

     A 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 the provisions of the California General Corporation Law, restrictions upon
transfer of the shares and the time limits of and termination of the plan.

Section 5.07 Time Notice Given or Sent. Any reference in these Bylaws to the
time a notice is given or sent means, unless otherwise expressly provided herein
or by law, (a) the time a written notice by mail is deposited in the United
States mails, postage prepaid; or (b) the time any other written notice,
including facsimile, telegram, or electronic mail message, is personally
delivered to the recipient or is delivered to a common carrier for transmission,
or actually transmitted by the person giving the notice by electronic means, to
the recipient; or (c) the time any oral notice is communicated, in person or by
telephone, including a voice messaging system or other system or technology
designed to record and communicate messages, or wireless, to the recipient,
including the recipient's designated voice mailbox or address on such system, or
to 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 5.08 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.

                             ARTICLE VI. AMENDMENTS

Section 6.01 Power of Shareholders. New bylaws may be adopted or these bylaws
may be amended or repealed by the vote of shareholders entitled to exercise a
majority of the voting power of the corporation or by the written assent of such
shareholders, except as otherwise provided by law or by the Articles of
Incorporation.

Section 6.02 Power of Directors. Subject to the right of shareholders as
provided in Section 6.01 to adopt, amend or repeal bylaws, any bylaw may be
adopted, amended or repealed by the Board of Directors other than a bylaw or
amendment thereof changing the authorized number of directors, if such number is
fixed, or the maximum-minimum limits thereof, if an indefinite number.


                                      -17-
<PAGE>


     THIS IS TO CERTIFY:

     That I am the duly elected, qualified and acting the Corporation, and that
the foregoing bylaws were adopted as the bylaws of the Corporation as of the
24th day of April, 1997 by the Board of Directors of the Corporation.

     Dated as of August 12, 1997



                                 /s/  Michael P. Bardaro
                                 -------------------------------
                                 Michael P. Bardaro, Secretary




                                      -18-