<PAGE>

                             Amendment of Bylaws

                                      of

                            PerfectData Corporation


     This is to certify that I am the duly elected, qualified and acting
Secretary of the above-named corporation and that at a meeting of the Board
of Directors duly noticed and held on December 1, 1998, Section 2 of Article
III of the Bylaws of the above-named corporation was amended to read in its
entirety as follows:

     "Section 2.  NUMBER AND QUALIFICATION OF DIRECTORS.
     The authorized number of Directors shall be not less than three (3) or
     more than five (5) until changed by amendment of the Articles of
     Incorporation or by a bylaw duly adopted by the shareholders. The exact
     number of Directors shall be fixed, within the limits specified in the
     Articles of Incorporation or the Bylaws, or by a bylaw or amendment
     thereof duly adopted by the shareholders or by the Board of Directors.

          "The exact number of Directors shall be three (3) until changed as
     provided in the foregoing paragraph of this Section 2."

     IN WITNESS WHEREOF, I have hereunto set my hand as of December 11, 1998.

                               /s/ Irene J. Marino
                               -------------------------------------
                               Irene J. Marino, Secretary
<PAGE>

                             Amendment of Bylaws

                                      of

                            PerfectData Corporation


     This is to certify that I am the duly elected, qualified and acting
Secretary of the above-named corporation and that at a meeting of the Board
of Directors duly noticed and held on October 19, 1995, Section 2 of Article
III of the Bylaws of the above-named corporation was amended to read in its
entirety as follows:

     "Section 2.  NUMBER AND QUALIFICATION OF DIRECTORS.
     The authorized number of Directors shall be not less than three (3) or
     more than five (5) until changed by amendment of the Articles of
     Incorporation or by a bylaw duly adopted by the shareholders. The exact
     number of Directors shall be fixed, within the limits specified in the
     Articles of Incorporation or the Bylaws, or by a bylaw or amendment
     thereof duly adopted by the shareholders or by the Board of Directors.

          "The exact number of Directors shall be four (4) until changed as
     provided in the foregoing paragraph of this Section 2."

     IN WITNESS WHEREOF, I have hereunto set my hand as of October 24, 1995.

                               /s/ Irene J. Marino
                               -------------------------------------
                               Irene J. Marino, Secretary




<PAGE>

                             Amendment of Bylaws

                                      of

                            PerfectData Corporation


     This is to certify that I am the duly elected, qualified and acting
Secretary of the above-named corporation and that at a meeting of the Board
of Directors duly noticed and held on November 1, 1994, Section 2 of Article
III of the Bylaws of the above-named corporation was amended to read in its
entirety as follows:

     "Section 2.  NUMBER AND QUALIFICATION OF DIRECTORS.
     The authorized number of Directors shall be not less than three (3) or
     more than five (5) until changed by amendment of the Articles of
     Incorporation or by a bylaw duly adopted by the shareholders. The exact
     number of Directors shall be fixed, within the limits specified in the
     Articles of Incorporation or the Bylaws, or by a bylaw or amendment
     thereof duly adopted by the shareholders or by the Board of Directors.

          "The exact number of Directors shall be three (3) until changed as
     provided in the foregoing paragraph of this Section 2."

     IN WITNESS WHEREOF, I have hereunto set my hand as of November 4, 1994.

                               /s/ Irene J. Marino
                               -------------------------------------
                               Irene J. Marino, Secretary
<PAGE>

                             Amendment of Bylaws

                                      of

                            PerfectData Corporation


     This is to certify that I am the duly elected, qualified and acting
Secretary of the above-named corporation and that at a meeting of the Board
of Directors duly noticed and held on November 4, 1993, Section 2 of Article
III of the Bylaws of the above-named corporation was amended to read in its
entirety as follows:

     "Section 2.  NUMBER AND QUALIFICATION OF DIRECTORS.
     The authorized number of Directors shall be not less than three (3) or
     more than five (5) until changed by amendment of the Articles of
     Incorporation or by a bylaw duly adopted by the shareholders. The exact
     number of Directors shall be fixed, within the limits specified in the
     Articles of Incorporation or the Bylaws, or by a bylaw or amendment
     thereof duly adopted by the shareholders or by the Board of Directors.

          "The exact number of Directors shall be five (5) until changed as
     provided in the foregoing paragraph of this Section 2."

     IN WITNESS WHEREOF, I have hereunto set my hand as of November 8, 1993.

                               /s/ Irene J. Marino
                               -------------------------------------
                               Irene J. Marino, Secretary
<PAGE>

                             Amendment of Bylaws

                                      of

                            PerfectData Corporation


     This is to certify that I am the duly elected, qualified and acting
Secretary of the above-named corporation and that at a meeting of the Board
of Directors duly noticed and held on August 12, 1993, Section 2 of Article
III of the Bylaws of the above-named corporation was amended to read in its
entirety as follows:

     "Section 2.  NUMBER AND QUALIFICATION OF DIRECTORS.
     The authorized number of Directors shall be not less than three (3) or
     more than five (5) until changed by amendment of the Articles of
     Incorporation or by a bylaw duly adopted by the shareholders. The exact
     number of Directors shall be fixed, within the limits specified in the
     Articles of Incorporation or the Bylaws, or by a bylaw or amendment
     thereof duly adopted by the shareholders or by the Board of Directors.

          "The exact number of Directors shall be four (4) until changed as
     provided in the foregoing paragraph of this Section 2."

     IN WITNESS WHEREOF, I have hereunto set my hand as of August 13, 1993.

                               /s/ Irene J. Marino
                               -------------------------------------
                               Irene J. Marino, Secretary
<PAGE>

                             Amendment of Bylaws

                                      of

                            PerfectData Corporation


     This is to certify that I am the duly elected, qualified and acting
Secretary of the above-named corporation and that at a meeting of the Board
of Directors duly noticed and held on June 28, 1993, Section 2 of Article
III of the Bylaws of the above-named corporation was amended to read in its
entirety as follows:

     "Section 2.  NUMBER AND QUALIFICATION OF DIRECTORS.
     The authorized number of Directors shall be not less than three (3) or
     more than five (5) until changed by amendment of the Articles of
     Incorporation or by a bylaw duly adopted by the shareholders. The exact
     number of Directors shall be fixed, within the limits specified in the
     Articles of Incorporation or the Bylaws, or by a bylaw or amendment
     thereof duly adopted by the shareholders or by the Board of Directors.

          "The exact number of Directors shall be five (5) until changed as
     provided in the foregoing paragraph of this Section 2."

     IN WITNESS WHEREOF, I have hereunto set my hand as of June 30, 1993.

                               /s/ Irene J. Marino
                               -------------------------------------
                               Irene J. Marino, Secretary
<PAGE>

                             Amendment of Bylaws

                                      of

                            PerfectData Corporation


     This is to certify that I am the duly elected, qualified and acting
Secretary of the above-named corporation and that at a meeting of the Board
of Directors duly noticed and held on September 6, 1991, Section 2 of Article
III of the Bylaws of the above-named corporation was amended to read in its
entirety as follows:

     "Section 2.  NUMBER AND QUALIFICATION OF DIRECTORS.
     The authorized number of Directors shall be not less than three (3) or
     more than five (5) until changed by amendment of the Articles of
     Incorporation or by a bylaw duly adopted by the shareholders. The exact
     number of Directors shall be fixed, within the limits specified in the
     Articles of Incorporation or the Bylaws, or by a bylaw or amendment
     thereof duly adopted by the shareholders or by the Board of Directors.

          "The exact number of Directors shall be three (3) until changed as
     provided in the foregoing paragraph of this Section 2."

     IN WITNESS WHEREOF, I have hereunto set my hand as of October 31, 1991.

                               /s/ Irene J. Marino
                               -------------------------------------
                               Irene J. Marino, Secretary
<PAGE>

                             Amendment of Bylaws

                                      of

                            PerfectData Corporation


     This is to certify that I am the duly elected, qualified and acting
Secretary of the above-named corporation and that at a meeting of the Board
of Directors duly noticed and held on June 27, 1990, Section 2 of Article
III of the Bylaws of the above-named corporation was amended to read in its
entirety as follows:

     "Section 2.  NUMBER AND QUALIFICATION OF DIRECTORS.
     The authorized number of Directors shall be not less than five (5) or
     more than nine (9) until changed by amendment of the Articles of
     Incorporation or by a bylaw duly adopted by the shareholders. The exact
     number of Directors shall be fixed, within the limits specified in the
     Articles of Incorporation or the Bylaws, or by a bylaw or amendment
     thereof duly adopted by the shareholders or by the Board of Directors.

          "The exact number of Directors shall be five (5) until changed as
     provided in the foregoing paragraph of this Section 2."

     IN WITNESS WHEREOF, I have hereunto set my hand as of August 17, 1990.

                               /s/ Irene J. Marino
                               -------------------------------------
                               Irene J. Marino, Secretary
<PAGE>

                             Amendment of Bylaws

                                      of

                            PerfectData Corporation


     This is to certify that I am the duly elected, qualified and acting
Secretary of the above-named corporation and that at a meeting of the Board
of Directors duly noticed and held on June 22, 1989, Section 2 of Article
III of the Bylaws of the above-named corporation was amended to read in its
entirety as follows:

     "Section 2.  NUMBER AND QUALIFICATION OF DIRECTORS.
     The authorized number of Directors shall be not less than five (5) or
     more than nine (9) until changed by amendment of the Articles of
     Incorporation or by a bylaw duly adopted by the shareholders. The exact
     number of Directors shall be fixed, within the limits specified in the
     Articles of Incorporation or the Bylaws, or by a bylaw or amendment
     thereof duly adopted by the shareholders or by the Board of Directors.

          "The exact number of Directors shall be six (6) until changed as
     provided in the foregoing paragraph of this Section 2."

     IN WITNESS WHEREOF, I have hereunto set my hand as of July 28, 1989.

                               /s/ Irene J. Marino
                               -------------------------------------
                               Irene J. Marino, Secretary
<PAGE>

                             Amendment of Bylaws

                                      of

                            PerfectData Corporation


     This is to certify that I am the duly elected, qualified and acting
President of the above-named corporation and that at the Annual Meeting of
Shareholders duly noticed and held on November 7, 1985, Section 2 of Article
III of the Bylaws of the above-named corporation was amended to read in its
entirety as follows:

     "Section 2.  NUMBER AND QUALIFICATION OF DIRECTORS.
     The authorized number of Directors shall be not less than five (5) or
     more than nine (9) until changed by amendment of the Articles of
     Incorporation or by a bylaw duly adopted by the shareholders. The exact
     number of Directors shall be fixed, within the limits specified in the
     Articles of Incorporation or the Bylaws, or by a bylaw or amendment
     thereof duly adopted by the shareholders or by the Board of Directors.

          "The exact number of Directors shall be five (5) until changed as
     provided in the foregoing paragraph of this Section 2."

     IN WITNESS WHEREOF, I have hereunto set my hand as of December 31, 1985.

                               /s/ C. Paul Davis
                               -------------------------------------
                               C. Paul Davis, President
<PAGE>

                             Amendment of Bylaws

                                      of

                            PerfectData Corporation


     This is to certify that I am the duly elected, qualified and acting
Secretary of the above-named corporation and that at a meeting of the Board
of Directors duly noticed and held on April 3, 1985, Section 2 of Article
III of the Bylaws of the above-named corporation was amended to read in its
entirety as follows:

     "Section 2.  NUMBER AND QUALIFICATION OF DIRECTORS.
     The authorized number of Directors shall be not less than three (3) or
     more than five (5) until changed by amendment of the Articles of
     Incorporation or by a bylaw duly adopted by the shareholders. The exact
     number of Directors shall be fixed, within the limits specified in the
     Articles of Incorporation or the Bylaws, by a bylaw or amendment
     thereof duly adopted by the shareholders or by the Board of Directors.

          "The exact number of Directors shall be five (5) until changed as
     provided in the foregoing paragraph of this Section 2."

     IN WITNESS WHEREOF, I have hereunto set my hand as of April 3, 1985.

                               /s/ Lewis A. Whitaker
                               -------------------------------------
                               Lewis A. Whitaker, Secretary
<PAGE>

                                      BYLAWS

                                       of

                             PerfectData Corporation

                             a California Corporation












                                    EXHIBIT 3.2
<PAGE>

                                  ARTICLE I.  OFFICES

     Section 1.    PRINCIPAL EXECUTIVE OFFICE.   The principal executive
office of the corporation is hereby fixed at 9174 Deering Avenue, Chatsworth,
California 91311. The Board of Directors (herein called the "Board") is
hereby granted full power and authority to change said principal executive
office from one location to another. Any such change shall be noted on the
Bylaws opposite this Section, or this Section may be amended to state the new
location.

     Section 2.    OTHER OFFICES.   Branch or subordinate offices may at any
time be established by the Board at any place or places.

                                ARTICLE II.  SHAREHOLDERS

     Section 1.   PLACE OF MEETINGS.   Meetings of shareholders shall be held
either at the principal executive office of the corporation or at any other
place within or without the State of California which may be designated
either by the Board or by the written consent of all persons entitled to vote
thereat, given either before or after the meeting and filed with the
Secretary.

     Section 2.   ANNUAL MEETINGS.   The annual meeting of shareholders shall
be held on March 15 at 10:00 a.m. local time, or such other date or such
other time as may be fixed by the Board; provided, however, that should said
day fall upon a Saturday, Sunday, or legal holiday observed by the
corporation at its principal executive office, then any such annual meeting
of shareholders shall be held at the same time and place on the next day
thereafter ensuing which is a full business day. At such meetings directors
shall be elected and any other proper business may be transacted.

     Section 3.   SPECIAL MEETINGS.   Special meetings of the shareholders
may be called at any time by the Board, 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 such meeting. Upon request 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 the
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 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.


                                       1.


<PAGE>

     Section 4.   NOTICE OF ANNUAL OR SPECIAL MEETING.   (a) Written notice
of each annual or special meeting of shareholders shall be given 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 mailing of the notice, intends to present for
action by the shareholder, but subject to the provisions of applicable law,
any proper matter may be presented at the meeting for such actions. 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
management for election.

     (b) Notice of a shareholders' meeting shall be given either personally
or by mail or by other means of written communication, addressed to the
shareholder at the address of such shareholder appearing on the books of the
corporation or given by the shareholder to the corporation for the purpose of
notice; or if, no such address appears or is given, at the place where the
principal executive office of the corporation is located or by publication at
least once in a newspaper of general circulation in the county in which the
principal executive office is located. Notice by mail shall be deemed to have
been given at the time a written notice is deposited in the United States
mails, postage prepaid. Any other written notice shall be deemed to have or
is delivered to a common carrier for transmission, or actually transmitted by
the person giving the notice by electronic means, to the recipient.

     Section 5.   QUORUM.   A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at any meeting
of shareholders. 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.

     Section 6.   ADJOURNED MEETING AND NOTICE THEREOF.   (a) Any
shareholders' meeting, whether or not a quorum is present, may be adjourned
from time to time by the vote of the majority of the shares, the holders of
which are either present in person or represented by proxy thereat, but in
the absence of a quorum (except as provided in Section 5 of this Article) no
other business may be transacted at such meeting.

     (b) It shall not be necessary to give any notice of the time and place
of the adjourned meeting or of the business to be transacted thereat, other
than by announcement at the meeting at


                                       2.


<PAGE>

which such adjournment is taken; provided, however, when any shareholders'
meeting is adjourned for more than 45 days or, if after adjournment a new
record date is fixed for the adjourned meeting, notice of the adjourned
meeting shall be given as in case of an original meeting.

     Section 7.   VOTING.   (a) The shareholders entitled to notice of any
meeting or to vote at any such meeting shall be only persons in whose name
shares stand on the stock records of the corporation on the record date
determined in accordance with Section 8 of this Article.

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

          (i) Subject to clause (g), shares held by an administrator,
executor, guardian, conservator or custodian may be voted by such holder,
either in person or by proxy, without a transfer of such shares into the
holder's name; and shares standing in the name of a trustee may be voted by
the trustee, either in person or by proxy, but no trustee shall be entitled
to vote shares held by such trustee without a transfer of such shares into
the trustee's name.

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

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

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

          (v) Subject to the provisions of Subsection (vi) below, shares of
this corporation standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent or proxyholder as the bylaws of
such other corporation may prescribe or, in the absence of such provision,
the Board of Directors of such other corporation may determine or, in the


                                       3.

<PAGE>

absence of such determination, by the chairman of the board, president or any
vice president of such other corporation, or by any other person authorized
to do so by the board, president or any vice president of such other
corporation. Shares which are purported to be voted or any proxy purported to
be executed in the name of a corporation (whether or not any title of the
person signing is indicated) shall be presumed to be voted or the proxy
executed in accordance with the provisions of this subdivision, unless the
contrary is shown.

          (vi) Shares of the corporation owned by any 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 (1) or more subsidiaries.

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

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

               (A) If only one votes, such act binds all;

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

               (C) If more than one vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionately. If the instrument so filed or the registration of the shares
shows that any such tenancy is held in unequal interests, a majority or even
split for the purposes of this section shall be a majority or even split.

     (c) Subject to the following sentence and to the provisions of
Section 708 of the California General Corporation Law, every shareholder
entitled to vote at any election of directors may cumulate such shareholder's
votes and give one candidate a number of votes equal to the number of directors
to be elected multiplied by the number of votes to which the shareholder's
shares are entitled, or distribute the shareholder's votes on the


                                       4.


<PAGE>

same principle among as many candidates as the shareholder thinks fit. No
shareholder shall be entitled to cumulate votes for any candidate or
candidates pursuant to the preceding sentence 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.

     (d) Elections need not be by ballot; providing however, that all
elections for directors must be by ballot upon demand made by a shareholder
at the meeting and before the voting begins.

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

     Section 8.   RECORD DATE.   (a) The Board may fix, in advance, a record
date for the determination of the shareholders entitled to notice of any
meeting or to vote or entitled to receive payment of any dividend or other
distribution, or any allotment of rights, or to exercise rights in respect of
any other lawful action. The record date so fixed shall be not more than 60
nor less than 10 days prior to the date of the meeting nor more than 60 days
prior to any other action. When a record date is so fixed, only shareholders
of record on that date are entitled to notice of and to vote at the meeting
or to receive the dividend, distribution, or allotment of rights, or to
exercise of the rights, as the case may be, notwithstanding any transfer of
shares on the books of the corporation after the record date. A determination
of shareholder 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. The Board shall fix a new
record date if the meeting is adjourned for more than 45 days.

     (b) If no record date is fixed by the Board, 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 for any purpose
other than set forth in this Section 8 or Section 10 of this Article shall be
at the close of business on the day on which the Board adopts the resolution
relating thereto, or the sixtieth day prior to the date of such other action,
whichever is later.


                                       5.


<PAGE>

     Section 9. CONSENT OF ABSENTEES. The transaction 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. All such waivers, consents, or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Neither the business to be transacted at nor the
purpose of any regular or special meeting of shareholders need be specified
in any written waiver of notice, except as provided in Section 601(f) of the
California General Corporation Law.

     Section 10. ACTION WITHOUT MEETING. Subject to Section 603 of any action
which, under any provision of the California General Corporation Law, 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. Unless a record date for voting purposes
be fixed as provided in Section 8 of this Article, the record date for
determining shareholders entitled to give consent pursuant to this Section
10, when no prior action by the Board has been taken, shall be the day on
which the first written consent is given.

     Section 11. PROXIES. Every person entitled to vote shares has the right
to do so either in person or by one or more persons authorized by a written
proxy executed by such shareholder and filed with the Secretary. Any proxy
duly executed is not revoked and continues in full force and effect until
revoked by the person executing it prior to the vote pursuant thereto by a
writing delivered to the corporation stating that the proxy is revoked or by
a subsequent proxy executed by, or by attendance at the meeting and voting in
person by the person executing the proxy; provided, however, that no proxy
shall be valid after the expiration of 11 months from the date of its
execution unless otherwise provided in the proxy.

     Section 12. INSPECTORS OF ELECTION. (a) In advance of any meeting of
shareholders, the Board may appoint any persons, other than nominees for
office, as inspectors of elections to act at such meetings and any
adjournment thereof. If inspectors of elections be not so appointed or if any
person so appointed fail


                                      6.


<PAGE>


to appear or refuse to act, the chairman of any such meeting may, and on the
request of any shareholder or shareholder's proxy shall, make such
appointment at the meeting. The number of inspectors shall be either one or
three. If appointed at a meeting on the request of one or more shareholders
or proxies, the majority of shares present shall determine whether one or
three inspectors are to be appointed.

     (b) The duties of such inspectors shall be as prescribed by Section
707(b) of the California General Corporation Law and shall include:
determining 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; receiving votes, ballots, or
consents; hearing and determining all challenges and questions in any way
arising in connection with the right to vote; counting and tabulating all
votes or consents, determining when the polls shall close; determining the
result; and doing 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 is effective in all respects
as the decision, act, or certificate of all.

     Section 13. SHAREHOLDERS' AGREEMENTS. (a) Notwithstanding the above
provisions, in the event this corporation elects to become a close
corporation, an agreement between two (2) or more shareholders thereof, 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 of the California General Corporation Law and may otherwise
modify these provisions as to shareholders' meetings and actions.

     (b) EFFECT OF SHAREHOLDERS' AGREEMENTS. Any shareholders' agreement
authorized by Section 300(b) of the California General Corporation Law will
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 of the California General
Corporation Law 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 California General Corporation Law or these By-Laws
may be altered or waived thereby, but to the extent


                                      7.


<PAGE>


they are not so altered or waived, these By-Laws shall be applicable.

                            ARTICLE III. DIRECTORS

     Section I. POWERS. Subject to limitations of the Articles or these
Bylaws, and the California General Corporation Law relating to action
required to be approved by the shareholders or by the outstanding shares, the
business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the Board. The Board
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. Without
prejudice to such general powers, but subject to the same limitations, it is
hereby expressly declared that the Board shall have the following powers in
addition to the other powers enumerated in these Bylaws:

     (a) To select and remove all the other officers, agents, and employees
of the corporation, prescribe the powers and duties for them as may not be
inconsistent with law, or with the Articles or these Bylaws, fix their
compensation, and require them security for faithful service.

     (b) To conduct, manage, and control the affairs and business of the
corporation and to make such rules and regulations therefor not inconsistent
with law, or with the Articles or these Bylaws, and they may deem best.

     (c) To adopt, make, and use a corporate seal, and to prescribe the forms
of certificates of stock, and to alter the form of such seal and of such
certificates from time to time as in their judgement they may deem best.

     (d) To authorize the issuance of shares of stock of the corporation from
time to time, upon such terms and for such consideration as may be lawful.

     (e) To borrow money and incur indebtedness for the purposes of the
corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bond, debentures, deeds of trust, mortgages,
pledges, hypothecations, or other evidences of debt and securities therefor.

     Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number
of Directors shall be not less than three (3) or more than five (5) until
changed by amendment of the Articles of Incorporation or by a by-law duly
adopted by the shareholders. The exact number of Directors shall be fixed,
within the limits specified in the Articles of Incorporation or the By-Laws,
by a by-law or amendment thereof duly adopted by the shareholders or by the
Board of Directors.

     The exact number of Directors shall be four (4) until changed as
provided in the foregoing paragraph of this Section 2.


                                      8.


<PAGE>


     Section 3. 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
shall hold office until expiration of the term for which elected and until a
successor has been elected and qualified.

     Section 4. VACANCIES. (a) Any director may resign effective upon giving
written notice to the Chairman of the Board, the President, Secretary, or the
Board, 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.

     (b) Subject to the provisions of Section 305(c) of the California
General Corporation Law, vacancies in the Board, including those existing as a
result of a removal of a director, may be filled by a majority of the
remaining directors, though less than a quorum, or by a sole remaining
director, and each director so elected shall hold office until the next
annual meeting and until such director's successor has been elected and
qualified.

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

     (d) The Board may declare vacant the office of a director who has been
declared of unsound mind by an order of court or convicted of a felony.

     (e) The shareholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the directors. Any such election
by written consent requires the consent of a majority of the outstanding
shares entitled to vote. If the board accepts the resignation of a director
tendered to take effect at a future time, the Board or the shareholders shall
have the power to elect a successor to take office when the resignation is to
become effective.

     (f) No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of the director's
term of office.

     Section 5. PLACE OF MEETING. Regular or special meetings of the Board
shall be held at any place within or without the State of California which
has been designated from time to time by the Board. In the absence of such
designation regular

                                      9.


<PAGE>


meetings shall be held at the principal executive office of the corporation.

     Section 6. REGULAR MEETINGS. (a) Immediately following each annual
meeting of shareholders the Board shall hold a regular meeting without call
or notice for the purpose of organization, election of officers, and the
transaction of other business.

     (b) Other regular meetings of the Board shall be held without call or
notice on the thirtieth day of the first month of each calendar quarter, or
otherwise as specified by the Board; provided, however, should said day fall
upon a Saturday, Sunday, or legal holiday observed by the corporation at its
principal executive office, then said meeting shall be held at the same time
on the next day thereafter ensuing which is a full business day. Call and
notice of all regular meetings of the Board are hereby dispensed with.

     Section 7. SPECIAL MEETINGS. (a) Special meetings of the Board for any
purpose or purposes may be called at any time by the  Chairman of the Board,
the president, or the Secretary or by any two directors.

     (b) Special meetings of the Board shall be held upon not less than four
days' written notice or not less than 48 hours' notice given personally or by
telephone, telegraph, telex, or other similar means of communication. Any
such notice shall be addressed or delivered to each director at such
director's address as it is shown upon the records of the corporation or as
may have been given to the corporation by the director for the purposes of
notice or, if such address is not shown on such records or is not readily
ascertainable, at the place in which the meetings of the directors are
regularly held.

     (c) Notice by mail shall be deemed to have been given at the time a
written notice is deposited in the United States mails, postage prepaid. Any
other written notice shall be deemed to have been given at the time it 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. Oral notice shall be deemed to have been
given at the time it is communicated, in person or by telephone or wireless,
to the recipient or 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 8. QUORUM. A majority of the authorized number of directors
constitutes a quorum of the Board for the transaction of business, except to
adjourn as hereinafter provided. 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 shall


                                     10.


<PAGE>


be regarded as the act of the Board, unless a greater number be required by
law or by the Articles.  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 meetings.

     Section 9. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of
the Board may participate in a meeting through the use of conference
telephone or similar communications equipment, so long as all members
participating in such meeting can hear one another. Participation in a
meeting pursuant to this Section 9 constitutes presence in person at such
meeting.

     Section 10.  WAIVER OF NOTICE. The transactions of any meeting of the
Board, however called and noticed or wherever held, are as valid as though had
at a meeting duly held after regular call and notice if a quorum be present
and if, either before or after the meeting, each of the directors not present
signs a written waiver of notice, a consent to holding such meeting or an
approval of the minutes thereof. All such waivers, consents, or approvals
shall be filed with the corporate records or made a part of the minutes of
the meeting.

     Section 11. ADJOURNMENT. A majority of the directors present, whether or
not a quorum is present, may adjourn any directors' meeting to another time
and place. If the meeting is adjourned for more than 24 hours, notice of any
adjournment to another time or place shall be given prior to the time of the
adjourned meeting to the directors who were not present at the time of the
adjournment.

     Section 12. FEES AND COMPENSATION. Directors and members of committee
may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by the Board,
provided that nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.

     Section 13. ACTION WITHOUT MEETING. Any action required or permitted to
be taken by the Board may be taken without a meeting if all members of the
Board shall individually or collectively consent in writing to such action.
Such consent or consents shall have the same effect as a unanimous vote of
the Board and shall be filed with the minutes of the proceedings of the Board.

     Section 14. RIGHTS OF INSPECTION. Every director shall have the
absolute right at any reasonable time to inspect and


                                       11.


<PAGE>

copy all books, records, and documents of every kind and to inspect the
physical properties of the corporation 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 includes the right to copy and obtain
extracts.

    Section 15.  COMMITTEES. (a) The Board may appoint one or more committees,
each consisting of two or more directors, and delegate to such committees any
of the authority of the Board except with respect to:

    (i)  The approval of any action for which the General Corporation Law
also requires shareholders' approval or approval of the outstanding shares;

   (ii)  The filling of vacancies on the Board or on any committee;

  (iii)  The fixing of compensation of the directors for serving on the Board
or on any committee;

   (iv)  The amendment or repeal of Bylaws or the adoption of new Bylaws;

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

   (vi)  A distribution to the shareholders of the corporation except at a
rate or in a periodic amount or within a price range determined by the Board.

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

    (b)  Any such committee must be appointed by resolution adopted by a
majority of the authorized number of directors and may be designated an
Executive Committee or by such other name as the Board shall specify. Except
as set forth below, the Board shall have the power to prescribe the manner in
which proceedings of any such committee shall be conducted; in the absence of
any such prescription, such committee shall have the power to prescribe the
manner in which its proceedings shall be conducted. The regular and special
meetings of any such committee shall be governed by the provisions of this
Article applicable to meetings and actions of the Board. Minutes shall be
kept of each meeting of each committee.

    Section 16.  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 of the California
General Corporations Law 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


                                       12.


<PAGE>

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) of the California General Corporation Law.

    Section 17.  SOLE DIRECTOR PROVIDED BY ARTICLES OF INCORPORATION OR
BY-LAWS. In the event only one (1) 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 18.  ADVISORY DIRECTORS. The Board of Directors from time to time
may elect one or more persons to be Advisory Directors who shall not by such
appointment be members of the Board of Directors. Advisory Directors shall be
available from time to time to perform special assignments specified by the
president, to attend meetings of the Board of Directors upon invitation and
to furnish consultation to the Board. The period during which the title shall
be held may be prescribed by the Board of Directors. If no period is
prescribed, the title shall be held at the pleasure of the Board.

                            ARTICLE IV.  OFFICERS

    Section 1.  OFFICERS. The officers of the corporation shall be a
president, a secretary, and a treasurer. The corporation may also have, at
the discretion of the Board, a chairman of the board, one or more assistant
treasurers, and such other officers as may be elected or appointed in
accordance with the provisions of Section 3 of this Article.

    Section 2.  ELECTION. The officers of the corporation, except such
officers as may be elected or appointed in accordance with the provisions of
Section 3 or Section 5 of this Article, shall be chosen annually by, and
shall serve at the pleasure of, the Board, and shall hold their respective
offices until their resignation, removal, or other disqualification from
service, or until their respective successors shall be elected.

    Section 3.  SUBORDINATE OFFICERS. The Board may elect, and may empower
the President to appoint, such other officers as the business of the
corporation may require, each of whom shall hold office for a such period,
have such authority, and perform such


                                       13.


<PAGE>

duties as are provided in these Bylaws or as the Board may from time to time
determine.

    Section 4.  REMOVAL AND RESIGNATION. (a) Any officer may be removed,
either with or without cause, by the Board of Directors at any time, or,
except in the case of an office chosen by the Board, by any officer upon whom
such power of removal may be conferred by the Board. Any such removal shall
be without prejudice to the rights, if any, of the officer under any contract
of employment of the officer.

    (b) Any officer may resign at any time by giving written notice to the
corporation, but 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 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 these Bylaws for regular election or appointment to
such office.

    Section 6.  CHAIRMAN OF THE BOARD. The Chairman of the Board, if there be
such an officer, shall be the Chief Executive Officer of the corporation and
shall, if present, preside at all meetings of the Board and exercise and
perform such other powers and duties as may be from time to time assigned by
the Board.

    Section 7.  PRESIDENT. Subject to such powers, if any, as may be given by
the Board to the Chairman of the Board, if there be such an officer, the
President is the Chief Operating Officer, general manager and, unless there
be a Chairman of the Board, the Chief Executive Officer, of the corporation
and has, subject to the control of the Board, general supervision, direction,
and control of the business and officers of the corporation. The President
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. The
president has the general powers and duties of management usually vested in
the office of president and general manager of a corporation and such other
powers and duties as may be prescribed by the Board.

    Section 8.  VICE PRESIDENTS. In the absence or disability of the
President, the Vice Presidents in order of their rank as fixed by the Board
or, if not ranked, the Vice President designated by the Board, shall perform
all the duties of the President, and when so acting shall have all the powers
of, and


                                       14.


<PAGE>

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.

    Section 9.  SECRETARY. (a) The Secretary shall keep or cause to be kept,
at the principal executive office and such other place as the Board may
order, a book of minutes of all meetings of shareholders, the Board, and its
committees, with the time and place of holding, whether regular or special,
and, if special, how authorized, the notice thereof given, the names of those
present at Board and committee meetings, the number of shares present or
represented at shareholders' meetings, and the proceedings thereof. The
Secretary shall keep, or cause to be kept, a copy of the Bylaws of the
corporation at the principal executive office or business office in
accordance with Section 213 of the California General Corporation Law.

    (b) The Secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent or
registrar, if one be appointed, a share register, or a duplicate share
register, showing the names of 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.

    (c) The Secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the Board and of any committees thereof
required by these Bylaws or by law to be given, 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.

    Section 10.  TREASURER. (a) The Treasurer is the Chief Financial Officer
of the corporation and shall keep and maintain, or cause to be kept and
maintained, adequate and correct accounts of the properties and business
transactions of the corporation, and shall send or cause to be sent to the
shareholders of the corporation such financial statements and reports as are
by law or these Bylaws required to be sent to them. The books of account
shall at all times be open to inspection by any director.

    (b) 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. The Treasurer shall disburse the funds of the
corporation as may be ordered by the Board, shall render to the president and
directors, whenever they request it, an account of all 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.


                                       15.


<PAGE>
                            ARTICLE V.  OTHER PROVISIONS

    Section 1.  INSPECTION OF CORPORATE RECORDS. (a) A 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 14B with the United States
Securities and Exchange Commission relating to the election of directors of
the corporation shall have an absolute right to do either or both of the
following:

         (i) Inspect and copy the records 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, if any, for the corporation,
upon five business days, prior written demand and upon the tender of its
usual charges for such a list (the amount of which charges shall be stated to
the shareholder by the transfer agent upon request), a list of the
shareholders' names and addresses who are entitled to vote for the election
of directors and their shareholdings, as of the most recent record date for
which it has been compiled or as of a date specified by the shareholder
subsequent to the date of demand.

    (b) The records of shareholders shall also be open to inspection and
copying by any shareholder or holder of a voting trust certificate at any
time during usual business hours upon written demand on the corporation, for
a purpose reasonably related to such holder's interest as a shareholder or as
a holder of such voting trust certificate.

    (c) 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 written demand on the corporation by any shareholder or
holder of a voting trust certificate at any reasonable time during business
hours, for a purpose reasonably related to such holder's interest as a
shareholder or holder of a voting trust certificate.

    (d) Any inspection and copying under this Article may be made in person
or by agent or attorney.

    Section 2.  INSPECTION OF BYLAWS. The corporation shall keep in its
principal executive office the original or a copy of these Bylaws as amended
to date which shall be open to inspection by shareholders at all reasonable
times during office hours. If the principal executive office of the
corporation is outside the State of California and the corporation has no
principal business office in such state, it shall upon written notice of any
shareholder furnish to such shareholder a copy of these Bylaws as amended to
date.

                                       16.

<PAGE>

    Section 3.  ENDORSEMENT OF DOCUMENTS; CONTRACTS. Subject to the
provisions of applicable law, any note, mortgage, evidence of indebtedness,
contract, share certificate, conveyance, or other instrument in writing and
any assignment or endorsements thereof executed or entered into between this
corporation and any other person, when signed by the Chairman of the Board,
the President or any vice president, and the Secretary, any Assistant
Secretary, the Treasurer or any Assistant Treasurer of this corporation shall
be valid and binding on this corporation in the absence of actual knowledge
on the part of the other person that the signing officer had not authority to
execute the same. Any such instrument may be signed by any other person or
persons and in such manner as from time to time shall be determined by the
Board and, unless so authorized by the Board, no officer, agent, or employee
shall have any power or authority to bind the corporation by any contract or
engagement or to pledge its credit or to render it liable for any purpose or
amount.

    Section 4.  CERTIFICATES OF STOCK. (a) Every holder of shares of the
corporation shall be entitled to have a certificate signed in the name of the
corporation by the Chairman of the Board, the President or a Vice President
and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary, certifying the number of shares and the class or series
of shares owned by the shareholder. Any or all of the signatures on the
certificate may be facsimile. If any officer, transfer agent, or registrar
who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or
registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were an officer, transfer
agent, or registrar at the date of issue.

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

    (c) Except as provided in this Section 4 no new certificate for shares
shall be issued in lieu of an old one unless the latter is surrendered and
cancelled at the same time. The Board may, however, in case any certificate
for shares is alleged to have been lost, stolen, or destroyed, authorize the
issuance of a new certificate in lieu thereof, and the corporation be given a
bond or other adequate security sufficient to indemnify it against any claim
that may be made against it (including expense or liability) on account of
the alleged loss, theft, or

                                       17.


<PAGE>

destruction of such certificate or the issuance of such new certificate.

    (d) In the event any shares of this corporation are issued pursuant to a
permit or exemption therefrom requiring the imposition of a legend condition,
the person or persons issuing or transferring said shares shall make sure
said legend appears on the certificate and shall not be required to transfer
any shares free of such legend unless an amendment to such permit or a new
permit be first issued so authorizing such a deletion.

    (e) 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) of California General Corporation Law.

    Section 5.  REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chairman
of the Board, the President, any Vice President or any other officer or
officers authorized by the Board or the President are each authorized to
vote, represent, and exercise on behalf of the corporation all rights
incident to any and all shares of any other corporation or corporations
standing in the name of the corporation. The authority herein granted may be
exercised either by any such officer in person or by any other person
authorized so to do by proxy or power of attorney duly executed by said
officer.

    Section 6.  STOCK PURCHASE PLANS. (a) The corporation may adopt and carry
out a stock purchase plan or agreement or stock option plan or agreement
providing for the 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 person in
paying for such shares by compensation for services rendered, promissory
notes, or otherwise.

    (b)  Any such stock purchase plan or agreement or stock option plan or
agreement may include, among other features, the fixing of eligibility for
participation therein, the class and price of shares to be issued or sold
under the plan or agreement, the number of shares which may be subscribed
for, the method of payment therefor, the effect of the termination of
employment and option or obligation on the part of the corporation to
repurchase the shares upon termination of employment, restrictions upon the
transfer of the shares, the time limits of and termination of the plan, and
any other matters, not in violation of applicable law, as may be included in
the plan as approved or authorized by the Board or any committee of the Board.

                                       18.


<PAGE>

     Section 7. ANNUAL REPORT TO SHAREHOLDERS. For so long as the corporation
has less than 100 holders of record of its shares determined as provided in
Section 605 of the California General Corporation Law, the annual report to
shareholders referred to in Section 1501 of the California General
Corporation Law is expressly waived, but nothing herein shall be interpreted
as prohibiting the Board from issuing annual or other reports to shareholders.

     Section 8. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise
requires, the general provisions, rules of construction, and definitions
contained in the General Provisions of the California Corporations Code and
in the California General Corporation Law shall govern the construction of
these Bylaws.

     Section 9. ACCOUNTING YEAR. The accounting year of the corporation shall
be fixed by resolution of the Board of Directors.

                           ARTICLE VI. INDEMNIFICATION.

     Section 1. DEFINITIONS. For the purposes of this Article, "agent"
includes any person who is or was a director, officer, employee, or other
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, or other enterprise,
or was a director, officer, employee, or agent of a foreign or domestic
corporation which was a predecessor corporation of the corporation or of
another enterprise at the request of such predecessor corporation;
"proceeding" includes any threatened, pending, or completed action or
proceeding, whether civil, criminal, administrative or investigative; and
"expenses" includes attorneys' fees and any expenses of establishing a right
to indemnification under Section 4 or Section 5(c).

     Section 2. INDEMNIFICATION IN ACTIONS BY THIRD PARTIES. The corporation
shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any proceeding (other than an action by or
in the right of the corporation) by reason of the fact that such person is or
was an agent of the corporation, against expenses, judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with such proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in the best interests of the corporation
and, in the case of a criminal proceeding, had no reasonable cause to believe
the conduct of such person was unlawful. The termination of any proceeding by
judgment, order, settlement, conviction, or upon a

                                      19.

<PAGE>

plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
the person reasonably believed to be in the best interests of the corporation
or that the person had reasonable cause to believe that the person's conduct
was unlawful.

     Section 3. INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE
CORPORATION. The corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending,
or completed action by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person is or was an
agent of the corporation, against expenses actually and reasonably incurred
by such person in connection with the defense or settlement of such action if
such person acted in good faith, in a manner such person believed to be in
the best interests of the corporation, and with such care, including
reasonable inquiry, as an ordinarily prudent person in a like position would
use under similar circumstances. No indemnification shall be made under this
Section 3;

     (a) In respect of any claim, issue, or matter as to which such person
shall have been adjudged to be liable to the corporation in the performance
of such person's duty to the corporation, unless and only to the extent that
the court in which such action was brought shall determine upon application
that, in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for the expenses which such court shall
determine;

     (b) Of amounts paid in settling or otherwise disposing of a threatened
or pending action, with or without court approval; or

     (c) Of expenses incurred in defending a threatened or pending action
which is settled or otherwise disposed of without court approval.

     Section 4. INDEMNIFICATIONS AGAINST EXPENSES. To the extent that an
agent of the corporation has been successful on the merits in defense of any
proceeding referred to in Section 2 or 3 or in defense of any claim, issue
or matter therein, the agent shall be indemnified against expenses actually
and reasonably incurred by the agent in connection therewith.

     Section 5. REQUIRED DETERMINATIONS. Except as provided in Section 4, any
indemnification under this Article shall be made by the corporation only if
authorized in the specific case, upon a determination that indemnification of
the agent is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in Sections 2 or 3 by:

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     (a) A majority vote of a quorum consisting of directors who are not
parties to such proceeding;

     (b) Approval of the shareholders, with the shares owned by the person to
be indemnified not being entitled to vote thereon; or

     (c) The court in which such proceeding is or was pending upon
application made by the corporation or the agent or the attorney or other
person rendering services in connection with the defense, whether or not such
application by the agent, attorney, or other person is opposed by the
corporation.

     Section 6. ADVANCE OF EXPENSES. Expenses incurred in defending any
proceeding may be advanced by the corporation prior to the final disposition
of such proceeding upon receipt of an undertaking by or on behalf of the
agent to repay such amount unless it shall be determined ultimately that the
agent is entitled to be indemnified as authorized in this Article.

     Section 7. OTHER INDEMNIFICATION. No provision made by the corporation
to indemnify its or its subsidiary's directors or officers for the defense of
any proceeding, whether contained in the Article, By laws, a resolution of
shareholders or directors, an agreement, or otherwise, shall be valid unless
consistent with this Article. Nothing contained in this Article shall affect
any right to indemnification to which persons other than such directors and
officers may be entitled by contract or otherwise.

     Section 8. FORMS OF INDEMNIFICATION NOT PERMITTED. No indemnification or
advance shall be made under this Article except as provided in Section 4 or
Section 5(c) in any circumstance where it appears:

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

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

     Section 9. INSURANCE. The corporation shall have power to purchase and
maintain insurance on behalf of any agent of the corporation against any
liability asserted against or incurred by the agent in such capacity or
arising out of the agent's status as such whether or not the corporation
would have the power to indemnify the agent against such liability under the
provisions of this Article.

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     Section 10. NONAPPLICABILITY TO FIDUCIARIES OF EMPLOYEE BENEFIT PLANS.
This Article does not apply to any proceedings against any trustee,
investment manager, or other fiduciary of an employee benefit plan in such
person's capacity as such, even though such person may also be an agent of
the corporation as defined in Section 1. Nothing contained in this Article
shall limit any right to indemnification to which such a trustee, investment
manager, or other fiduciary may be entitled by contract or otherwise which
shall be enforceable to the extent permitted by applicable law other than
Section 317 of the California General Corporation Law.

                     ARTICLE VII. EMERGENCY PROVISIONS

     Section 1. GENERAL. The provisions of this Article shall be operative
only during a national emergency declared by the President of the United
States or the person performing the president's functions, or in the event of
a nuclear, atomic, or other attack on the United States or a disaster making
it impossible or impracticable for the corporation to conduct its business
without recourse to the provisions of this Article. Said provisions in such
event shall override all other Bylaws of this corporation in conflict with
any provisions of this Article, and shall remain operative so long as it
remains impossible or impracticable to continue the business of the
corporation otherwise, but thereafter shall be inoperative; provided that all
actions taken in good faith pursuant to such provisions shall thereafter
remain in full force and effect unless and until revoked by action take
pursuant to the provisions of the Bylaws other than those contained in this
Article.

     Section 2. UNAVAILABLE DIRECTORS. All directors of the corporation who
are not available to perform their duties as directors by reason of physical
or mental incapacity or for any other reason or who are unwilling to perform
their duties or whose whereabouts are unknown shall automatically cease to be
directors, with like effect as if such persons had resigned as directors, so
long as such unavailability continues.

     Section 3. AUTHORIZED NUMBER OF DIRECTORS. The authorized number of
directors shall be the number of directors remaining after eliminating those
who have ceased to be directors pursuant to Section 2, or the minimum number
required by law, whichever is greater.

     Section 4. QUORUM. The number of directors necessary to constitute a
quorum shall be one-third of the authorized number of directors as specified
in the foregoing Section, or such other

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minimum number as, pursuant to the law or lawful decree then in force, it is
possible for the Bylaws of a corporation to specify.

     Section 5. CREATION OF EMERGENCY COMMITTEE. In the event the number of
directors remaining after eliminating those who have ceased to be directors
pursuant to Section 2 is less than the minimum number of authorized directors
required by law, then until the appointment of additional directors to make
up such required minimum, all the powers and authorities which the Board
could by law delegate, including all powers and authorities which the Board
could delegate to a committee, shall be automatically vested in an emergency
committee, and the emergency committee shall thereafter manage the affairs of
the corporation pursuant to such powers and authorities and shall have all
such other powers and authorities as may by law or lawful decree be conferred
on any person or body of persons during a period of emergency.

     Section 6. CONSTITUTION OF EMERGENCY COMMITTEE. The emergency committee
shall consist of all the directors remaining after eliminating those who have
ceased to be directors pursuant to Section 2, provided that such remaining
directors are not less than three in number. In the event such remaining
directors are less than three in number, the emergency committee shall
consist of three persons, who shall be the remaining director or directors
and either one or two officers or employees of the corporation, as the
remaining director or directors may in writing designate. If there is no
remaining director, the emergency committee shall consist of the three most
senior officers of the corporation who are available to serve, and if and to
the extent that officers are not available, the most senior employees of the
corporation. Seniority shall be determined in accordance with any designation
of seniority in the minutes of the proceedings of the Board, and in the
absence of such designation, shall be determined by rate of remuneration. In
the event that there are no remaining directors and no officers or employees
of the corporation available, the emergency committee shall consist of three
persons designated in writing by the shareholder owning the largest number of
shares of record as of the date of the last record date.

     Section 7. POWERS OF EMERGENCY COMMITTEE. The emergency committee, once
appointed, shall govern its own procedures and shall have power to increase
the number of members thereof beyond the original number, and in the event of
a vacancy or vacancies therein, arising at any time, the remaining member or
members of the emergency committee shall have the power to fill such vacancy
or vacancies. In the event at any time after its appointment, all members
shall die or resign or become unavailable

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to act for any reason whatsoever, a new emergency committee shall be
appointed in accordance with the foregoing provisions of this Article.

     Section 8. DIRECTORS BECOMING AVAILABLE. Any person who has ceased to be
a director pursuant to the provisions of Section 2 and who thereafter becomes
available to serve as a director shall automatically become a member of the
emergency committee.

     Section 9. ELECTION OF BOARD OF DIRECTORS. The emergency committee
shall, as soon after its appointment as is practicable, take all requisite
action to secure the election of a board of directors, and upon such election
all the powers and authorities of the emergency committee shall cease.

     Section 10. TERMINATION OF EMERGENCY COMMITTEE. In the event, after the
appointment of an emergency committee, a sufficient number of persons who
ceased to be directors pursuant to Section 2 become available to serve as
directors, so that if they had not ceased to be directors as aforesaid, there
would be enough directors to constitute the minimum number of directors
required by law, then all such persons shall automatically be deemed to be
reappointed as directors and the powers and authorities of the emergency
committee shall be at an end.

                         ARTICLE VIII. AMENDMENTS

     These Bylaws may be amended or repealed either by approval of the
outstanding shares or by the approval of the Board; provided, however, that
after the issuance of shares, a Bylaw specifying or changing a fixed number
of directors or the maximum or minimum number or changing form a fixed to a
variable Board or vice versa may only be adopted by approval of the
outstanding shares.

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            CERTIFICATE BY SECRETARY OF ADOPTION BY DIRECTORS

THIS IS TO CERTIFY:

     That I am the duly elected, qualified and acting Secretary of the
above-named Corporation and that the above and foregoing By-Laws of said
Corporation on the date set forth below by the persons appointed and elected
to act as the first Directors of said Corporation.

     IN WITNESS WHEREOF, I have hereunto set by hand this ________ day of May
1983.



                                        ------------------------------------
                                        Lewis A. Whitaker


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