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                                      BY-LAWS OF

                                MYO DIAGNOSTICS, INC.

                              (A California Corporation)

                                      ARTICLE I
                                SHAREHOLDERS' MEETINGS

SECTION 1.  TIME.  An annual meeting for the election of directors and for the
transaction of any other proper business and any special meeting shall be held
on the date and at the time as the Board of Directors shall from time to time
fix.  Time of Meeting: 1:30 o'clock p.m.  Date of Meeting: The day of first of
November, 1990.

SECTION 2.  PLACE.  Annual meetings and special meetings shall be held at such
place, within or without the State of California, as the Directors may, from
time to time, fix.  Whenever the Directors shall fail to fix such place, the
meetings shall be held at the principal executive office of the corporation.

SECTION 3.  CALL.  Annual meetings may be called by the Directors, by the
Chairman of the Board, if any, Vice Chairman of the Board, if any, the
President, if any, the Secretary, or by any officer instructed by the Directors
to call the meeting.  Special meetings may be called in like manner and by the
holders of shares entitled to cast not less than ten percent of the votes at the
meeting being called.

SECTION 4.  NOTICE.  Written notice stating the place, day and hour of each
meeting, and, in the case of a special meeting, the general nature of the
business to be transacted or, in the case of an Annual Meeting, those matters
which the Board of Directors, at the time of mailing of the notice, intends to
present for action by the shareholders, shall be given not less than ten days
(or not less than any such other minimum period of days as may be prescribed by
the General Corporation Law) or more than sixty days (or more than any such
maximum period of days as may be prescribed by the General Corporation Law)
before the date of the meeting, by mail, personally, or by other means of
written communication, charges prepaid by or at the direction of the Directors,
the President, if any, the Secretary or the officer or persons calling the
meeting, addressed to each shareholder at his address appearing on the books of
the corporation or given by him 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 said principal
executive office is located.  Such notice shall be deemed to be delivered when
deposited in the United States mail with first class postage therein prepaid, or
sent by other means of written

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communication addressed to the shareholder at his address as it appears on the
stock transfer books of the corporation.  The notice of any meeting at which
directors are to be elected shall include the names of nominees intended at the
time of notice to be presented by management for election.  At an annual meeting
of shareholders, any matter relating to the affairs of the corporation, whether
or not stated in the notice of the meeting, may be brought up for action except
matters which the General Corporation Law requires to be stated in the notice of
the meeting. The notice of any annual or special meeting shall also include, or
be accompanied by, any additional statements, information, or documents
prescribed by the General Corporation Law.  When a meeting is adjourned to
another time or place, notice of the adjourned meeting need not be given if the
time and place thereof are announced at the meeting at which the adjournment is
taken; provided that, 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.  At the adjourned meeting, the corporation may transact any
business which might have been transacted at the original meeting.

SECTION 5.  CONSENT.  The transaction of any meeting, however called and
noticed, and wherever held, shall be as valid as though had at a meeting duly
held after regular call and notice, if a quorum is present and if, either before
or after the meeting, each of the shareholders or his proxy signs a written
waiver of notice or a consent to the holding of the 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.
Attendance of a person at a meeting constitutes a waiver of notice of such
meeting, except when the person objects, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened and except that attendance at a meeting shall not constitute a waiver
of any right to object to the consideration of matters required by the General
Corporation Law to be included in the notice if such objection is expressly made
at the meeting.  Except as otherwise provided in subdivision (f) of Section 601
of the General Corporation Law, neither the business to be transacted at nor the
purpose of any regular or special meeting need be specified in any written
waiver of notice.

SECTION 6.  CONDUCT OF MEETING.  Meetings of the shareholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting -- the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, the President, if any, a Vice President, or, if none of the foregoing is
in office and present and acting, by a chairman to be chosen by the
shareholders.  The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but, if neither the
Secretary nor an Assistant Secretary is present, the Chairman of the meeting
shall appoint a secretary of the meeting.

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SECTION 7.  PROXY REPRESENTATION.  Every shareholder may authorize another
person or persons to act as his proxy at a meeting or by written action.  No
proxy shall be valid after the expiration of eleven months from the date of its
execution unless otherwise provided in the proxy.  Every proxy shall be
revocable at the pleasure of the person executing it prior to the vote or
written action pursuant thereto, except as otherwise provided by the General
Corporation Law.  As used herein, a "proxy" shall be deemed to mean a written
authorization signed by a shareholder or a shareholder's attorney in fact giving
another person or persons power to vote or consent in writing with respect to
the shares of such shareholder, and "Signed" as used herein shall be deemed to
mean the placing of such shareholder's name on the proxy, whether by manual
signature, typewriting, telegraphic transmission or otherwise by such
shareholder or such shareholder's attorney in fact.  Where applicable, the form
of any proxy shall comply with the provisions of Section 604 of the General
Corporation Law.

SECTION 8.  INSPECTORS - APPOINTMENT.  In advance of any meeting, the Board of
Directors 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 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
any of 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 shall
determine whether one or three inspectors are to be appointed.
    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, the authenticity, validity, and effect of proxies,
receive votes, ballots, if any, 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.  If there are three inspectors of election,
the decision, act, or certificate of a majority shall be effective in all
respects as the decision, act, or certificate of all.

SECTION 9.  SUBSIDIARY CORPORATIONS.  Shares of this corporation owned by a
subsidiary shall not be entitled to vote on any matter. A subsidiary for these
purposes is defined as a corporation, the shares of which possessing more than
25% of the total combined voting power of all classes of shares entitled to
vote, are owned directly or indirectly through one or more subsidiaries.

SECTION 10.  QUORUM; VOTE; WRITTEN CONSENT.  The holders of a majority of the
voting shares shall constitute a quorum at a

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meeting of shareholders for the transaction of any business.  The shareholders
present at a duly called or held meeting at which a quorum is present may
continue to do business until adjournment notwithstanding the withdrawal of
enough shareholders to leave less than a quorum if any action taken, other than
adjournment, is approved by at least a majority of the shares required to
constitute a quorum.  In the absence of a quorum, any meeting of shareholders
may be adjourned from time to time by the vote of a majority of the shares
represented thereat, but no other business may be transacted except as
hereinbefore provided.
    In the election of directors, a plurality of the votes cast shall elect.
No shareholder shall be entitled to exercise the right of cumulative voting at a
meeting for the election of director unless the candidate's name or the
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
such candidates in nomination.
    Except as otherwise provided by the General Corporation Law, the Articles
of Incorporation or these By-Laws, any action required or permitted to be taken
at a meeting at which a quorum is present shall be authorized by the affirmative
vote of a majority of the shares represented at the meeting.
    Except in the election of directors by written consent in lieu of a meeting,
and except as may otherwise be provided by the General Corporation Law, the
Articles of Incorporation or these By-Laws, any action which may be taken at any
annual or special meeting 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 holders of shares having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted.  Directors may not
be elected by written consent except by unanimous written consent of all shares
entitled to vote for the election of directors.  Notice of any shareholder
approval pursuant to Section 310, 317, 1201 or 2007 without a meeting by less
than unanimous written consent shall be given at least ten 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.

SECTION 11.  BALLOT.  Elections of directors at a meeting need not be by ballot
unless a shareholder demands election by ballot at the election and before the
voting begins.  In all other matters, voting need not be by ballot.

SECTION 12.  SHAREHOLDERS' AGREEMENTS.  Notwithstanding the above provisions in
the event this corporation elects to become a close corporation, an agreement
between two or more shareholders thereof,

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if in writing and signed by the parties thereof, may provide that in exercising
any voting rights the shares held by them shall be voted as provided therein or
in Section 706, and may otherwise modify these provisions as to shareholders'
meetings and actions.

                                      ARTICLE II
                                  BOARD OF DIRECTORS

SECTION 1.  FUNCTIONS.  The business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by or under the direction of
its Board of Directors.  The Board of Directors may delegate the management of
the day-to-day operation of the business of the corporation to a management
company or other person, provided that the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised under
the ultimate direction of the Board of Directors.  The Board of Directors shall
have authority to fix the compensation of directors for services in any lawful
capacity.
    Each director shall exercise such powers and otherwise perform such duties
in good faith, in the manner such director believes to be in the best interests
of the corporation, and with care, including reasonable inquiry, using ordinary
prudence, as a person in a like position would use under similar circumstances.
(Section 309).

SECTION 2.  EXCEPTION FOR CLOSE CORPORATION.  Notwithstanding the provisions of
Section 1, in the event that this corporation shall elect to become a close
corporation as defined in Section 186, its shareholders may enter into a
Shareholders' Agreement as provided in Section 300 (b).  Said Agreement may
provide for the exercise of corporate powers and the management of the business
and affairs of this corporation by the shareholders, provided however such
agreement shall, to the extent and so long as the discretion or the powers of
the Board in its management of corporate affairs is controlled by such
agreement, impose upon each shareholder who is a party thereof, liability for
managerial acts performed or omitted by such person pursuant thereto otherwise
imposed upon Directors as provided in Section 300 (d).

SECTION 3.  QUALIFICATIONS AND NUMBER.  A director need not be a shareholder
of the corporation, a citizen of the United States, or a resident of the
State of California.  The authorized number of directors shall be not less
than four nor more than seven until changed by amendment of the Articles or
by a Bylaw duly adopted by the shareholders amending this Section 3. The
exact number of directors shall be fixed, within the limits specified, by
amendment of the next sentence duly adopted either by the Board or the
shareholders. The exact number of directors shall be five until changes as
provided in this Section 3. No decrease in the authorized number of directors
shall have the effect of shortening the term of any incumbent director.

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SECTION 4.  ELECTION AND TERM.  The initial Board of Directors shall consist of
the persons elected at the meeting of the incorporator, all of whom shall hold
office until the first annual meeting of shareholders and until their successors
have been elected and qualified, or until their earlier resignation or removal
from office.  Thereafter, directors who are elected to replace any or all of the
members of the initial Board of Directors or who are elected at an annual
meeting of shareholders, and directors who are elected in the interim to fill
vacancies, shall hold office until the next annual meeting of shareholders and
until their successors have been elected and qualified, or until their earlier
resignation, removal from office, or death.  In the interim between annual
meetings of shareholders or of special meetings of shareholders called for the
election of directors, any vacancies in the Board of Directors, including
vacancies resulting from an increase in the authorized number of directors which
have not been filled by the shareholders, including any other vacancies which
the General Corporation Law authorizes directors to fill, and including
vacancies resulting from the removal of directors which are not filled at the
meeting of shareholders at which any such removal has been effected, if the
Articles of Incorporation or a By-Law adopted by the shareholders so provides,
may be filled by the vote of a majority of the directors then in office or of
the sole remaining director, although less than a quorum exists.  Any director
may resign effective upon giving written notice to the Chairman of the Board, if
any, the President, the Secretary or the Board of Directors, 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 the
office when the resignation becomes effective.
    The shareholders may elect a director at any time to fill any vacancy which
the directors are entitled to fill, but which they have not filled.  Any such
election by written consent shall require the consent of a majority of the
shares.

SECTION 5.  INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.
The corporation may indemnify any Director, Officer, agent or employee as to
those liabilities and on those terms and conditions as are specified in
Section 317.  In any event, the corporation shall have the right to purchase
and maintain insurance on behalf of any such persons whether or not the
corporation would have the power to indemnify such person against the liability
insured against.

SECTION 6.  MEETINGS.

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    TIME.  Meetings shall be held at such time as the Board shall fix, except
that the first meeting of a newly elected Board shall be held as soon after its
election as the directors may conveniently assemble.

    PLACE.  Meetings may be held at any place, within or without the State of
California, which has been designated in any notice of the meeting, or, if not
stated in said notice, or, if there is no notice given, at the place designated
by resolution of the Board of Directors.

    CALL.  Meetings may be called by the Chairman of the Board, if any and
acting, by the Vice Chairman of the Board, if any, by the President, if any, by
any Vice President or Secretary, or by any two directors.

    NOTICE AND WAIVER THEREOF.  No notice shall be required for regular
meetings for which the time and place have been fixed by the Board of Directors.
Special meetings shall be held upon at least four days' notice by mail or upon
at least forty-eight hours' notice delivered personally or by telephone or
telegraph.  Notice of a meeting need not be given to any director who signs a
waiver of notice, 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.  A notice or waiver of notice need not specify the
purpose of any regular or special meeting of the Board of Directors.

SECTION 7.  SOLE DIRECTOR PROVIDED BY ARTICLES OF INCORPORATION.  In the event
only one director is required by the By-Laws or Articles of Incorporation, then
any reference herein to notices, waivers, consents, meetings or other actions by
a majority or quorum of the directors shall be deemed to refer to such notice,
waiver, etc., by such sole director, who shall have all the rights and duties
and shall be entitled to exercise all of the powers and shall assume all the
responsibilities otherwise herein described as given to a Board of Directors.

SECTION 8.  QUORUM AND ACTION.  A majority of the authorized number of directors
shall constitute a quorum except when a vacancy or vacancies prevents such
majority, whereupon a majority of the directors in office shall constitute a
quorum, provided such majority shall constitute at least either one-third of the
authorized number of directors or at least two directors, whichever is larger,
or unless the authorized number of directors is only one.  A majority of the
directors present, whether or not a quorum is present, may adjourn any meeting
to another time and place.  If the meeting is adjourned for more than
twenty-four hours, notice of any adjournment to another time or place shall be
given prior to the time of the adjourned meeting to the directors, if any, who
were not present at the time of the adjournment.  Except as the Articles of
Incorporation, these By-Laws and the General

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Corporation Law may otherwise provide, the act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be the act of the Board of Directors.  Members of the Board of
Directors may participate in a meeting through use of conference telephone or
similar communications equipment, so long as all members participating in such
meeting can hear one another, and participation by such use shall be deemed to
constitute presence in person at any such meeting.
    A meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, provided that any action
which may be taken is approved by at least a majority of the required quorum for
such meeting.

SECTION 9.  CHAIRMAN OF THE MEETING.  The Chairman of the Board, if any and if
present and acting, the Vice Chairman of the Board, if any and if present and
acting, shall preside at all meetings. Otherwise, the President, if any and
present and acting, or any director chosen by the Board, shall preside.

SECTION 10.  REMOVAL OF DIRECTORS.  The entire Board of Directors or any
individual director may be removed from office without cause by approval of the
holders of at least a majority of the shares provided, that unless the entire
Board is removed, an individual director shall not be removed when the votes
cast against such removal, or not consenting in writing to such removal would be
sufficient to elect such director if voted cumulatively at an election of
directors at which the same total number of votes were cast, or, if such action
is taken by written consent, in lieu of a meeting, 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 by
such written consent.  The Board of Director may declare vacant the office of
any director who has been declared of unsound mind by an order of court or
convicted of a felony.

SECTION 11.  COMMITTEES.  The Board of Directors, by resolution adopted by a
majority of the authorized number of directors, may designate one or more
committees, each consisting of two or more directors to serve at the pleasure of
the Board of Directors.  The Board of Directors may designate one or more
directors as alternate members of any such committee, who may replace any absent
member at any meeting of such committee.  Any such committee to the extent
provided in the resolution of the Board of Directors, shall have all the
authority of the Board of Directors except such authority as may not be
delegated by the provisions of the General Corporation Law.

SECTION 12.  INFORMAL ACTION.  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 tee

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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 the meeting, or an 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.

SECTION 13.  WRITTEN ACTION.  Any action required or permitted to be taken may
be taken without a meeting if all of the members of the Board of Directors shall
individually or collectively consent in writing to such action.  Any 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.

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                                     ARTICLE III
                                       OFFICERS

SECTION 1.  OFFICERS.  The officers of the corporation shall be a Chairman of
the Board or a President or both, a Secretary and a Chief Financial Officer.
The corporation may also have, at the discretion of the Board of Directors, one
or more Vice Presidents, one or more Assistant Secretaries and such other
officers as may be appointed in accordance with the provisions of Section 3 of
this Article.  One person may hold two or more offices.

SECTION 2.  ELECTION.  The officers of the corporation, except such Officers as
may be appointed in accordance with the provisions of Section 3 or Section 5 of
this Article shall be chosen annually by the Board of Directors, and each shall
hold his office until he shall resign or shall be removed or otherwise
disqualified to serve, or his successor shall be elected and qualified.

SECTION 3.  SUBORDINATE OFFICERS, ETC.  The Board of Directors may appoint 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 are provided in the By-Laws or as the Board of Directors may from time to
time determine.

SECTION 4.  REMOVAL AND RESIGNATION.  Any officer may be removed, either with or
without cause, by a majority of the directors at the time in office, at any
regular or special meeting of the Board, 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.
    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.  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 5.  VACANCIES.  A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in the By-Laws for regular appointments to such office.

SECTION 6.  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 or prescribed by the
By-Laws.

SECTION 7.  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 the Chief Executive Officer of the
corporation and shall, subject to

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the control of the Board of Directors, have general supervision, direction and
control of the business and officers of the corporation.  He shall preside at
all meetings of the shareholders and in the absence of the Chairman of the
Board, or if there 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 the
By-Laws.

SECTION 8.  VICE PRESIDENT.  In the absence or disability of the President, the
Vice Presidents, in order of their rank as fixed by the Board of Directors, or
if not ranked, the Vice President designated by the Board of Directors, shall
perform all the duties of the President, and when so acting shall have all the
powers of, and be subject to, all the restrictions upon, the President.  The
Vice Presidents shall have such other powers and perform such other duties as
from time to time may be prescribed for them respectively by the Board of
Directors or the By-Laws.

SECTION 9.  SECRETARY.  The Secretary shall keep, or cause to be kept, a book of
minutes at the principal office or such other place as the Board of Directors
may order, of all meetings of Directors and Shareholders, with the time and
place of holding, whether regular or special, and if special, how authorized,
the notice thereof given, the names of those present at Directors' meetings, the
number of shares present or represented at Shareholders' meetings and the
proceedings thereof.
    The Secretary shall keep, or cause to be kept, at the principal office or
at the office of the corporation's transfer agent, a share register, or
duplicate share register, showing the names of the shareholders and their
addresses; the number and classes of shares held by each; the number and date of
certificates issued for the same; and the number and date of cancellation of
every certificate surrendered for cancellation.
    The Secretary shall give, or cause to be given, notice of all the meetings
of the shareholders and of the Board of Directors required by the By-Laws or by
law to be given, and he shall keep the seal of the corporation in safe custody,
and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or by the By-Laws.

SECTION 10.  CHIEF FINANCIAL OFFICER.  This officer shall keep and maintain, or
cause to be kept and maintained in accordance with generally accepted accounting
principles, adequate and correct accounts of the properties and business
transactions of the corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, earnings (or and shares.  The
books of account shall at all reasonable times be open to inspection by any
director.
    This officer shall deposit all monies and other valuables in

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the name and to the credit of the corporation with such depositaries as may be
designated by the Board of Directors.  He shall disburse the funds of the
corporation as may be ordered by the Board of Directors, shall render to the
President and directors, whenever they request it, an account of all his
transactions and of the financial condition of the corporation, and shall have
such other powers and perform such other duties as may be prescribed by the
Board of Directors or the By-Laws.

                                      ARTICLE IV
                         CERTIFICATES AND TRANSFERS OF SHARES

SECTION 1.  CERTIFICATES FOR SHARES.  Each certificate for shares of the
corporation shall set forth therein the name of the record holder of the shares
represented thereby, the number of shares and the class or series of shares
owned by said holder, the par value, if any, of the shares represented thereby,
and such other statements, as applicable, prescribed by Sections 416 - 419,
inclusive, and other relevant Sections of the General Corporation Law of the
State of California (the "General Corporation Law") and such other statements,
as applicable, which may be prescribed by the Corporate Securities Law of the
State of California and any other applicable provision of the law.  Each such
certificate issued shall be signed in the name of the corporation by the
Chairman of the Board of Directors, if any, or the Vice Chairman of the Board of
Directors, if any, the President, if any, or a Vice President, if any, and by
the Chief Financial Officer or an Assistant Treasurer or the Secretary or an
Assistant Secretary.  Any or all of the signatures on a certificate for shares
may be a facsimile.  In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate for
shares shall have ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the corporation with the same
effect as if such person were an officer, transfer agent or registrar at the
date of issue.
    In the event that the corporation shall issue the whole or any part of its
shares as partly paid and subject to call for the remainder of the consideration
to be paid therefor, any such certificate for shares shall set forth thereon the
statements prescribed by Section 409 of the General Corporation Law.

SECTION 2.  LOST OR DESTROYED CERTIFICATES FOR SHARES.  The corporation may
issue a new certificate for shares or for any other security in the place of any
other certificate theretofore issued by it, which is alleged to have been lost,
stolen or destroyed.  As a condition to such issuance, the corporation may
require any such owner of the allegedly lost, stolen or destroyed certificate or
any such owner's legal representative to give the corporation a bond, or other
adequate security, sufficient to indemnify it against any claim that may be made
against it, including any expense or liability, on account of the alleged loss,
theft or destruction of

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any such certificate or the issuance of such new certificate.

SECTION 3.  SHARE TRANSFERS.  Upon compliance with any provisions of the General
Corporation Law and/or the Corporate Securities Law of 1968 which may restrict
the transferability of shares, transfers of shares of the corporation shall be
made only on the record of shareholders of the corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation or with a transfer
agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares properly endorsed and the payment of all taxes, if
any, due thereon

SECTION 4.  RECORD DATE FOR SHAREHOLDERS.  In order that the corporation may
determine the shareholders entitled to notice of any meeting or to vote or be
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 of Directors may fix, in advance a record date, which shall
not be more than sixty days or fewer than ten days prior to the date of such
meeting or more than sixty days prior to any other action.
    If the Board of Directors shall not have fixed a record date as aforesaid,
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; 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; and the record date for determining shareholders for
any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto, or the sixtieth day
prior to the day of such other action, whichever is later.
    A determination of shareholders of record entitled to notice of or to vote
at a meeting of shareholders shall apply to any adjournment of the meeting
unless the Board of Directors fixes a new record date for the adjourned meeting,
but the Board of Directors shall fix a new record date if the meeting is
adjourned for more than forty-five days from the date set for the original
meeting.
    Except as may be otherwise provided by the General Corporation Law,
shareholders on the record date shall be entitled to notice and to vote or to
receive any 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.

SECTION 5.  REPRESENTATION OF SHARES IN OTHER CORPORATIONS.  Shares

<PAGE>

of other corporations standing in the name of this corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the
corporation by the Chairman of the Board, the President or any Vice President or
any other person authorized by resolution of the Board of Directors.

SECTION 6.  MEANING OF CERTAIN TERMS.  As used in these By-Laws in respect of
the right to notice of a meeting of shareholders or a waiver thereof or to
participate or vote thereat or to assent or consent or dissent in writing in
lieu of a meeting, as the case may be, the term "share" or "shares" or
"shareholder" or "shareholders" refers to an outstanding share or shares and to
a holder or holders of record or outstanding shares when the corporation is
authorized to issue only one class of shares, and said reference is also
intended to include any outstanding share or shares and any holder or holders of
record of outstanding shares of any class upon which or upon whom the Articles
of Incorporation confer such rights where there are two or more classes or
series of shares or upon which or upon whom the General Corporation Law confers
such rights notwithstanding that the Articles of Incorporation may provide for
more than one class or series of shares, one or more of which are limited or
denied such rights thereunder.

SECTION 7.  CLOSE CORPORATION CERTIFICATES.  All certificates representing
shares of this corporation, in the event it shall elect to become a close
corporation, shall contain the legend required by Section 418(c).

                                      ARTICLE V
                 EFFECT OF SHAREHOLDERS' AGREEMENT-CLOSE CORPORATION

    Any Shareholders' Agreement authorized by Section 300 (b) shall only be
effective to modify the terms of these By-Laws if this corporation elects to
become a close corporation with appropriate filing of or amendment to its
Articles as required by Section 202 and shall terminate when this corporation
ceases to be a close corporation.  Such an agreement cannot waive or alter
Sections 158 (defining close corporations), 202 (requirements of Articles of
Incorporation), 500 and 501 relative to distributions, 111 (merger), 1201(e)
(reorganization) or Chapters 15 (Records and Reports), 16 (Rights of
Inspection), 18 (Involuntary Dissolution) or 22 (Crimes and Penalties).  Any
other provisions of the Code or these By-Laws may be altered or waived thereby,
but to the extent they are not so altered or waived, these By-Laws shall be
applicable.

                                      ARTICLE VI
                   CORPORATE CONTRACTS AND INSTRUMENTS-HOW EXECUTED

The Board of Directors, except as in the By-Laws otherwise provided, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name of

<PAGE>

and on behalf of the corporation.  Such authority may be general or confined to
specific instances.  Unless so authorized by the Board of Directors, no officer,
agent or employee shall have any power or authority to bind the corporation by
any contract or agreement, or to pledge its credit, or to render it liable for
any purposes or any amount, except as provided in Section 313 of the
Corporations Code.

                                     ARTICLE VII
                                 CONTROL OVER BY-LAWS

After the initial By-Laws of the corporation shall have been adopted by the
incorporator or incorporators of the corporation, the By-Laws may be amended or
repealed or new By-Laws may be adopted by the shareholders entitled to exercise
a majority of the voting power or by the Board of Directors; provided, however,
that the Board of Directors shall have no control over any By-Law which fixes or
changes the authorized number of directors of the corporation; provided,
further, than any control over the By-Laws herein vested in the Board of
Directors shall be subject to the authority of the aforesaid shareholders to
amend or repeal the By-Laws or to adopt new By-Laws; and provided further that
any By-Law amendment or new By-Law which changes the minimum number of directors
to fewer than five shall require authorization by the greater proportion of
voting power of the shareholders as hereinbefore set forth.

                                     ARTICLE VIII
                         BOOKS AND RECORDS - STATUTORY AGENT

SECTION 1.  RECORDS: STORAGE AND INSPECTION.  The corporation shall keep at its
principal executive office in the State of California, if its principal
executive office is not in the State of California, the original or a copy of
the By-Laws as amended to date, which be open to inspection by the shareholders
at all reasonable times during office hours.  If the principal executive office
of the corporation is outside the State of California, and, if the corporation
has no principal business office in the State of California, it shall upon
request of any shareholder furnish a copy of the By-Laws as amended to date.
    The corporation shall keep adequate and correct books and records of
account and shall keep minutes of the proceedings of its shareholders, Board of
Directors and committees, if any, of the Board of Directors.  The corporation
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 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.

SECTION 2.  RECORD OF PAYMENTS.  All checks, drafts or other orders

<PAGE>

for payment of money, notes or other evidences of indebtedness, issue, in the
name of or payable to the corporation, shall be signed or endorsed by such
person or persons and in such manner as shall be determined from time to time by
resolution of the Board of Directors.

SECTION 3.  ANNUAL REPORT.  Whenever the corporation shall have fewer than one
hundred shareholders, the Board of Directors shall not be required to cause to
be sent to the shareholders of the corporation the annual report prescribed by
Section 1501 of the General Corporation Law unless it shall determine that a
useful purpose would be served by causing the same to be sent or unless the
Department of Corporations, pursuant to the provisions of the Corporate
Securities Law of 1968, shall direct the sending of the same.

SECTION 4.  AGENT FOR SERVICE.  The name of the agent for service of process
within the State of California is

                                      ARTICLE IX
                                 AMENDMENT OF BYLAWS

SECTION 1.  BY SHAREHOLDERS.  Bylaws may be adopted, amended or repealed by the
affirmative vote or by the written consent of holders of a majority of the
outstanding shares of the corporation entitled to vote.  However, a bylaw
amendment which reduces the fixed number of directors to a number less than five
(5) shall not be effective the votes cast against the amendment or the shares
not consenting its adoption are equal to more than 33 per cent of the
outstanding shares entitled to vote.

SECTION 2.  BY DIRECTORS.  Subject to the right of the shareholders to adopt,
amend or repeal bylaws, the directors may adopt, amend or repeal any bylaw
except that a bylaw amendment changing the authorized number of directors may be
adopted by the board of directors only prior to the issuance of shares.