BYLAWS

                                       OF

                             ILC TECHNOLOGY, INC.,
                            a California corporation


                              AMENDED AND RESTATED
                            as of November 21, 1996

                              

                                   ARTICLE 1
                                   

                                    OFFICES
                                    

Section 1.1.  Principal Office.  The principal office for the transaction of the
business  of the  corporation  shall be  located at 399 Java  Drive,  Sunnyvale,
California  94089.  The Board of  Directors  is hereby  granted  full  power and
authority to change said principal  office to another location within or without
the State of California.

Section 1.2. Other Offices.  One or more branch or other subordinate offices may
at any time be fixed and  located  by the Board of  Directors  at such  place or
places within or without the State of California as it deems appropriate.

                                   ARTICLE 2
                                  

                                   DIRECTORS
                                   

Section 2.1. Exercise of Corporate Powers.  Except as otherwise  provided by the
Articles  of  Incorporation  of the  corporation  or by the laws of the State of
California  now  or  hereafter  in  force,  the  business  and  affairs  of  the
corporation  shall be managed and all corporate  powers shall be exercised by or
under the  direction  of the Board of  Directors.  The  Board may  delegate  the
management of the  day-to-day  operation of the business of the  corporation  as
permitted by law provided that the business and affairs of the corporation shall
be managed  and all  corporate  powers  shall be  exercised  under the  ultimate
direction of the Board.

Section 2.2. Number. 

     (a)  The number of the  corporation's  directors shall be not less than six
          (6) nor more than eleven (11).

     (b)  The exact number of the corporation's directors shall be six (6) until
          changed,  within the limits  specified  above,  by a  resolution  duly
          approved by the Board or shareholders.

Section 2.3. Need Not Be Shareholders. The directors of the corporation need not
be shareholders of the corporation.



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Section 2.4.  Compensation.  Directors shall receive such compensation for their
services as directors and such reimbursement for their expenses of attendance at
meetings  as may be  determined  from time to time by  resolution  of the Board.
Nothing  herein  contained  shall be construed  to preclude  any  director  from
serving  the  corporation  in any  other  capacity  and  receiving  compensation
therefor.

Section  2.5.   Election  and  Term  of  Office.   At  each  annual  meeting  of
shareholders,  directors  shall be elected to hold office  until the next annual
meeting,  provided that if for any reason said annual  meeting or an adjournment
thereof is not held or the directors are not elected thereat, then the directors
may be elected at any special  meeting of the  shareholders  called and held for
that purpose.  The term of office of the directors shall begin immediately after
their  election and shall  continue  until the  expiration of the term for which
elected and until their respective successors have been elected and qualified.

Section 2.6.  Vacancies.  A vacancy or vacancies in the Board of Directors shall
exist when any  authorized  position  of  director  is not then filled by a duly
elected director,  whether caused by death, resignation,  removal, change in the
authorized  number of directors (by the Board or the shareholders) or otherwise.
The Board of Directors 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.  A
vacancy  created by the removal of a director may be filled only by the approval
of the shareholders.  Except for a vacancy created by the removal of a director,
vacancies  on the Board may be filled by a  majority  of the  directors  then in
office,  whether or not less than a quorum, or by a sole remaining director. The
shareholders  may elect a director at any time to fill any vacancy not filled by
the  directors,  but any such  election by written  consent other than to fill a
vacancy created by removal requires the consent of a majority of the outstanding
shares  entitled to vote. Any director may resign  effective upon giving written
notice to the Chairman of the Board, the President,  the Secretary, or the Board
of Directors of the  corporation,  unless the notice  specifies a later time for
the  effectiveness  of such  resignation.  If the  resignation is effective at a
future  time,  a successor  may be elected to take  office when the  resignation
becomes effective.

Section 2.7. Removal.

2.7.1.  General Rule. Any and all of the directors may be removed  without cause
if such  removal  is  approved  by the  affirmative  vote of a  majority  of the
outstanding  shares entitled to vote at an election of directors,  except as set
forth in subsections 2.7.2 and 2.7.3.

2.7.2.  Supermajority  Vote  Required.  No director  may be removed  (unless the
entire Board is removed) when the votes cast against removal,  or not consenting
in writing to such removal,  would be sufficient to elect such director if voted
cumulatively  at an election  at which the same total  number of votes were cast
(or, if such  action is taken by written  consent,  all shares  entitled to vote
were voted) and the entire  number of  directors  authorized  at the time of the
director's most recent election were then being elected;

2.7.3.  Class Vote.  When by the  provisions  of the Articles the holders of the
shares of any class or series,  voting as a class or  series,  are  entitled  to
elect one or more directors,


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any  director  so elected  may be  removed  only by the  applicable  vote of the
holders of the shares of that class or series.

2.7.4.  Effect of Reduction of Size of Board.  Any  reduction of the  authorized
number of directors does not remove any director prior to the expiration of such
director's term of office.

Section 2.8. Meetings of Directors.

2.8.1.  Place of Meetings.  Unless  otherwise  specified in the notice  thereof,
meetings  (whether  regular,  special or adjourned) of the Board of Directors of
the corporation shall be held at the principal office of the corporation for the
transaction of business,  as specified in accordance  with Section 1.1, which is
hereby  designated as an office for such purpose in accordance  with the laws of
the State of California, or at any other place within or without the State which
has been  designated  from time to time by resolution of the Board or by written
consent of all members of the Board.

2.8.2. Regular Meetings. Regular meetings of the Board of Directors, of which no
notice need be given except as required by the laws of the State of  California,
shall be held after the  adjournment of each annual meeting of the  shareholders
(which meeting shall be designated the Regular Annual Meeting) and at such other
times as may be  designated  from  time to time by  resolution  of the  Board of
Directors.  Such regular  meetings shall be held at the principal  office of the
corporation  for the  transaction  of business as specified in  accordance  with
Section  1.1 or at any other  place  within or without  the State of  California
which has been  designated  from time to time by  resolution  of the Board or by
written consent of all members of the Board,  unless notice of the place thereof
be given in the same manner as for special meetings.

2.8.3.  Special  Meetings.  Special  meetings of the Board of  Directors  may be
called  at any  time by the  Chairman  of the  Board,  the  President,  any Vice
President, the Secretary, or any two or more of the directors.

2.8.4.  Notice of Meetings.  Except in the case of regular  meetings,  notice of
which has been dispensed  with, all meetings of the Board of Directors  shall be
held upon  four (4)  days'  notice by mail or  forty-eight  (48)  hours'  notice
delivered personally or by telephone, telegraph, or other electronic or wireless
means.  If the  address of a  director  is not shown on the  records  and is not
readily ascertainable,  notice shall be addressed to him at the city or place in
which the meetings of the directors are regularly  held.  Except as set forth in
subsection  2.8.6,  notice of the time and place of holding an adjourned meeting
need not be  given to  absent  directors  if the time and  place be fixed at the
meeting adjourned.

2.8.5.  Quorum. A majority of the authorized  number of directors  constitutes a
quorum of the Board for the transaction of business.  Every act or decision done
or made by a majority of the directors present at a meeting duly held at which a
quorum is present shall be regarded as the act of the Board of Directors  except
as otherwise  provided by law. A meeting at which a quorum is initially  present
may continue to transact business notwithstanding the


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withdrawal of directors,  if any action taken is approved by at least a majority
of the required quorum for such meeting.

2.8.6. Adjourned Meetings. A majority of the directors present, whether or not a
quorum is present,  may adjourn  any meeting to another  time and place.  If the
meeting  is  adjourned  for more than 24 hours,  notice  of 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.

2.8.7.  Waiver of Notice and  Consent.  Notice of a meeting need not be given to
any director who signs a waiver of notice or a consent to holding the meeting or
an approval of the minutes thereof,  whether before or after the meeting, or who
attends the meeting without  protesting,  prior thereto or at its  commencement,
the lack of notice to such director.  All such waivers,  consents, and approvals
shall be filed with the  corporate  records or made a part of the minutes of the
meeting.

2.8.8. Action Without a 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 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.

2.8.9. Conference Telephone Meetings.  Members of the Board may participate in a
meeting through use of conference telephone or similar communications equipment,
so long as all  members  participating  in such  meeting  can hear one  another.
Participation  in a meeting  pursuant to this  Section  constitutes  presence in
person at such meeting.

2.8.10.  Meetings of  Committees.  The  provisions of this Section apply also to
committees  of the Board and  action by such  committees,  with such  changes in
points of detail as may be necessary.

                                   ARTICLE 3

                                    OFFICERS

Section 3.1. Election and Qualifications.  The officers of the corporation shall
consist of a President,  one or more Vice Presidents,  a Secretary,  and a Chief
Financial  Officer who shall be chosen by the Board of Directors  and such other
officers,  including a Chairman of the Board,  as the Board of  Directors  shall
deem  expedient,  who shall be chosen in such manner and hold their  offices for
such  terms as the Board of  Directors  may  prescribe.  Any two or more of such
offices may be held by the same person. Any Vice President, Assistant Treasurer,
or Assistant  Secretary  may exercise  any of the powers of the  President,  the
Chief  Financial  Officer,  or the Secretary,  respectively,  as directed by the
Board of Directors, and shall perform such other duties as are imposed upon such
officer by the Bylaws or the Board of Directors.

Section 3.2. Term of Office and  Compensation.  The term of office and salary of
each of said  officers  and the manner and time of the payment of such  salaries
shall be fixed and


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determined  by the Board of Directors and may be altered by said Board from time
to time at its pleasure,  subject to the rights,  if any, of said officers under
any contract of employment.

Section  3.3.  Removal  and  Vacancies.  Any officer of the  corporation  may be
removed  at the  pleasure  of the Board of  Directors  at any  meeting or at the
pleasure  of any officer who may be granted  such power by a  resolution  of the
Board of  Directors.  Any officer may resign at any time upon written  notice to
the  corporation  without  prejudice to the rights,  if any, of the  corporation
under any contract to which the officer is a party. If any vacancy occurs in any
office of the corporation,  the Board of Directors may elect a successor to fill
such vacancy for the  remainder of the  unexpired  term and until a successor is
duly chosen and qualified.

                                   ARTICLE 4

                             CHAIRMAN OF THE BOARD

The Chairman of the Board of Directors, if there be one, shall have the power to
preside at all meetings of the Board of  Directors,  and to call meetings of the
shareholders  and of the Board of  Directors  to be held within the  limitations
prescribed  by law or by these  Bylaws,  at such times and at such places as the
Chairman of the Board shall deem  proper.  The  Chairman of the Board shall have
such other  powers  and shall be  subject  to such other  duties as the Board of
Directors may from time to time prescribe.

                                   ARTICLE 5

                                   PRESIDENT

Section 5.1. Powers and Duties. The powers and duties of the President are:

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

     (b)  To 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.

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

     (d)  Subject to the  direction of the Board of  Directors,  to have general
          charge of the property of the corporation and to supervise and control
          all officers, agents, and employees of the corporation.

Section  5.2.  President  Pro Tem.  If neither the  Chairman  of the Board,  the
President,  nor any Vice  President  is present  at any  meeting of the Board of
Directors, a President pro tem may be chosen to preside and act at such meeting.
If neither the President nor any Vice


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President is present at any meeting of the shareholders, a President pro tem may
be chosen to preside at such meeting.

                                   ARTICLE 6

                                 VICE PRESIDENT

In  case of the  absence,  disability,  or  death  of the  President,  the  Vice
President,  or one of the Vice  Presidents,  shall  exercise  all the powers and
perform  all the  duties  of the  President.  If  there  is more  than  one Vice
President,  the order in which the Vice  Presidents  shall succeed to the powers
and duties of the President  shall be fixed by the Board of Directors.  The Vice
President or Vice Presidents shall have such other powers and perform such other
duties as may be granted or prescribed by the Board of Directors.

                                   ARTICLE 7

                                   SECRETARY

The powers and duties of the Secretary are:

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

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

     (c)  To  keep  or  cause  to  be  kept  at  the  principal  office  of  the
          corporation, or at the office of the transfer agent or agents, a share
          register,  or  duplicate  share  registers,  showing  the names of the
          shareholders  and their  addresses,  the number and  classes of shares
          held by each, the number and date of  certificates  issued for shares,
          and  the  number  and  date  of  cancellation  of  every   certificate
          surrendered for cancellation.

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

     (e)  To transfer upon the share books of the corporation any and all shares
          of the corporation;  provided,  that so long as the corporation  shall
          have one or more  duly  appointed  and  acting  transfer  agent of the
          shares,  or any class or series of shares,  of the  corporation,  such
          duties with respect to such shares shall be performed by such transfer
          agent  or  transfer  agents,  and  the  method  of  transfer  of  each
          certificate  shall be subject  to the  reasonable  regulations  of the
          transfer agent to which the certificate is presented for transfer, and
          also, if the corporation then has one or more duly appointed and


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          acting registrars,  to the reasonable  regulations of the registrar to
          which the new certificate is presented for registration; and provided,
          further,  that no  certificate  for shares of stock shall be issued or
          delivered  or,  if  issued  or  delivered,  shall  have  any  validity
          whatsoever until and unless it has been signed or authenticated in the
          manner provided in Section 12.2.

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

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

                                   ARTICLE 8

                            CHIEF FINANCIAL OFFICER

The powers and duties of the Chief Financial Officer are:

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

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

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

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

     (e)  To render to the President  and the Board of Directors,  whenever they
          may  require,  accounts  of all  transactions  and  of  the  financial
          condition of the corporation.

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



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                                   ARTICLE 9

                            COMMITTEES OF THE BOARD

Section  9.1.  Appointment  and  Procedure.  The  Board  of  Directors  may,  by
resolution  adopted  by a  majority  of  the  authorized  number  of  directors,
designate  one or more  committees,  each  consisting  of at  least  two or more
directors, to serve at the pleasure of the Board. The Board may designate one or
more directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee.  The appointment of members or alternate
members of a committee  requires the vote of a majority of the authorized number
of directors.

Section 9.2. Powers. Any committee  appointed by the Board of Directors,  to the
extent  provided in the  resolution of the Board or in these Bylaws,  shall have
all the authority of the Board except with respect to:

     (a)  the approval of any action which  requires the approval or vote of the
          shareholders;

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

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

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

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

     (f)  a   distribution   as  defined  at  Section  166  of  the   California
          Corporations  Code, except at a rate or in a periodic amount or within
          a price range set forth in the Articles of Incorporation or determined
          by the Board;

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

Section  9.3.  Executive  Committee.  In the event  that the Board of  Directors
appoints an Executive Committee, such Executive Committee, in all cases in which
specific  directions  to the contrary  shall not have been given by the Board of
Directors,  shall  have and may  exercise,  during  the  intervals  between  the
meetings of the Board of Directors, all the powers and authority of the Board of
Directors  in the  management  of the  business  and affairs of the  corporation
(except as provided in Section  9.2) in such manner as the  Executive  Committee
may deem best for the interests of the corporation.



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                                   ARTICLE 10

                            MEETINGS OF SHAREHOLDERS

Section  10.1.  Place  of  Meetings.  Meetings  (whether  regular,  special,  or
adjourned) of  shareholders  of the  corporation  shall be held at the principal
office for the  transaction of business as specified in accordance  with Section
1.1, or any place within or without the State which may be designated by written
consent  of all the  shareholders  entitled  to vote  thereat,  or which  may be
designated by the Board of Directors.

Section 10.2. Time of Annual  Meetings.  The annual meeting of the  shareholders
shall be at the hour of 4:00 o'clock in the afternoon on the second Wednesday in
February in each year, if not a legal holiday,  and if a legal holiday,  then on
the next succeeding business day not a legal holiday, or such other time or date
within  fifteen  months  of the  date of  incorporation  or the date of the last
annual meeting of  shareholders  (whichever is later) as may be set by the Board
of Directors.

Section 10.3.  Special  Meetings.  Special  meetings of the  shareholders may be
called by the Board of Directors,  the Chairman of the Board, the President,  or
the holders of shares  entitled  to cast not less than ten percent  (10%) of the
votes at the meeting.

Section  10.4.  Notice  of  Meetings.  Whenever  shareholders  are  required  or
permitted to take any action at a meeting, a written notice of the meeting shall
be given not less than 10 (or, if sent by third-class mail, 30) nor more than 60
days before the day of the meeting to each shareholder entitled to vote thereat.
Such notice shall state the place,  date, and hour of the meeting and (a) in the
case of a special meeting,  the general nature of the business to be transacted,
and no  other  business  may be  transacted,  or (b) 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  shareholders,  but subject to the
provisions  of Section  10.8 hereof any proper  matter may be  presented  at the
meeting for such action.  The notice of any meeting at which directors are to be
elected shall  include the names of nominees  intended at the time of the notice
to be presented by the Board of Directors for election.

Section  10.5.  Delivery  of Notice.  Notice of a  shareholders'  meeting or the
furnishing  of any report shall be given  either  personally  or by  first-class
mail, or, if the  corporation  has  outstanding  shares held of record by 500 or
more  persons on the record date for the  shareholders'  meeting,  notice may be
sent third-class mail, or other means of written communication, addressed to the
shareholder  at the address of such  shareholder  appearing  on the books of the
corporation or given by the  shareholder to the  corporation  for the purpose of
notice;  or if no such  address  appears  or is given,  at the  place  where the
principal  executive  office of the  corporation is located or by publication at
least  once in a  newspaper  of general  circulation  in the county in which the
principal  executive office is located.  The notice or report shall be deemed to
have been given at the time when  delivered  personally or deposited in the mail
or sent by other means of written communication. A verified statement of mailing
of any  notice or report in  accordance  with the  provisions  of this  Section,
executed by the secretary,  assistant secretary, or any transfer agent, shall be
prima  facie  evidence  of the giving of the notice or report.  If any notice or



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report  addressed  to  the  shareholders  at the  address  of  such  shareholder
appearing  on the books of the  corporation  is returned to the  corporation  by
United  States Postal  Service  marked to indicate that the United States Postal
Service is unable to deliver  the  notice or report to the  shareholder  at such
address,  all future  notices or reports shall be deemed to have been duly given
without further mailing if the same shall be available for the shareholder  upon
written  demand of the  shareholder  at the  principal  executive  office of the
corporation  for a period of one year from the date of the  giving of the notice
to all other shareholders.

Section 10.6. Adjourned Meetings.  When a shareholders'  meeting is adjourned to
another time or place, unless these Bylaws otherwise require, notice need not be
given of the adjourned meeting if the time and place thereof is announced at the
meeting  at which  the  adjournment  is  taken.  At the  adjourned  meeting  the
corporation  may transact any business  which might have been  transacted at the
original  meeting.  If the  adjournment is for more than 45 days or if after the
adjournment  a new record date is fixed for the adjourned  meeting,  a notice of
the adjourned  meeting shall be given to each  shareholder of record entitled to
vote at the meeting.

Section 10.7. Consent to Shareholders'  Meeting. The transactions of any meeting
of shareholders,  however called and noticed, and wherever held, are as valid as
though had at a meeting duly held after regular call and notice,  if a quorum is
present  either  in  person  or by  proxy,  and if,  either  before or after the
meeting,  each of the persons entitled to vote not present in person or by proxy
signs a written  waiver of notice or 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 shall constitute 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 is not a waiver of
any right to object to the  consideration  of matters required by the California
General  Corporation Law to be included in the notice but not so included in the
notice if such objection is expressly made at the meeting.  Neither the business
to be  transacted  at nor the  purpose  of any  regular  or  special  meeting of
shareholders need be specified in any written notice,  consent to the holding of
the meeting or approval of the minutes thereof, unless otherwise provided in the
Articles of Incorporation or Bylaws, except as provided in Section 10.8.

Section  10.8.  Notice of  Business  to be  Transacted  in  Certain  Cases.  Any
shareholder  approval  at a meeting,  other  than  unanimous  approval  by those
entitled to vote, on any of the matters  listed below shall be valid only if the
general  nature of the  proposal so approved was stated in the notice of meeting
or in any written waiver of notice:

     (a)  a  proposal  to  approve a  contract  or other  transaction  between a
          corporation and one or more of its directors, or between a corporation
          and  any  corporation,  firm,  or  association  in  which  one or more
          director has a material financial interest;

     (b)  a proposal to amend the Articles of Incorporation;

     (c)  a  proposal  regarding  a  reorganization,  merger,  or  consolidation
          involving the corporation;



                                       10


<PAGE>



     (d)  a proposal to wind up and dissolve the corporation;

     (e)  a proposal to adopt a plan of distribution of the shares, obligations,
          or securities of any other corporation, domestic or foreign, or assets
          other  than  money  which is not in  accordance  with the  liquidation
          rights  of any  preferred  shares  as  specified  in the  Articles  of
          Incorporation.

Section 10.9. Quorum; Vote Required.

10.9.1.  Quorum  Required.  The  presence  in person or by proxy of the  persons
entitled to vote a majority of the voting shares at any meeting shall constitute
a  quorum  for  the  transaction  of  business.  If a  quorum  is  present,  the
affirmative  vote of a majority of the shares  represented  and voting at a duly
held meeting at which a quorum is present  (which  shares  voting  affirmatively
also constitute at least a majority of the required  quorum) shall be the act of
the  shareholders,  unless the vote of a greater  number or voting by classes is
required by law, the Articles of Incorporation,  or these Bylaws,  and except as
provided in subsection 10.9.2.

10.9.2.  Continuation  of  Business  Despite  Lack of Quorum.  The  shareholders
present  at a duly  called  or held  meeting  at which a quorum is  present  may
continue to transact business until adjournment  notwithstanding  the withdrawal
of the number 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.

10.9.3.  No Votes  Without  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  either in person or by proxy,  but no other business may be
transacted, except as provided in subsection 10.9.2.

Section 10.10. Actions Without Meeting.

10.10.1.  Majority  Consent.  Any  action  which  may be taken at any  annual or
special meeting of shareholders may be taken without a meeting and without prior
notice,  if a consent in writing,  setting  forth the action so taken,  shall be
signed by the  holders of  outstanding  shares  having not less than the minimum
number of votes that would be  necessary  to  authorize or take such action at a
meeting at which all shares  entitled to vote  thereon  were  present and voted;
provided that,  subject to the  provisions of Section 2.6,  directors may not be
elected by written  consent  except by unanimous  written  consent of all shares
entitled to vote for the election of directors.

10.10.2.  Notice to  Nonconsenting  Shareholders.  Unless  the  consents  of all
shareholders entitled to vote have been solicited in writing,

     (a)  notice of any shareholder approval on matters described in subsections
          (a),  (c), or (e) of Section  10.8 or  respecting  indemnification  of
          agents of the  corporation  without a meeting  by less than  unanimous
          written  consent  shall be given at least  ten (10)  days  before  the
          consummation of the action authorized by such approval, and



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<PAGE>



     (b)  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 but
          who have not  consented  in writing;  the  provisions  of Section 10.5
          shall apply to such notice.

10.10.3. Setting of Record Date. In order that the corporation may determine the
shareholders  entitled  to consent  to  corporate  action in  writing  without a
meeting,  the Board of Directors may fix a record date,  which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of  Directors,  and which date shall not be more than ten (10) days
after the date upon which the  resolution  fixing the record  date is adopted by
the  Board  of  Directors.  Any  shareholder  of  record  seeking  to  have  the
shareholders  authorize or take corporate  action by written  consent shall,  by
written notice to the secretary,  request the Board of Directors to fix a record
date. The Board of Directors shall  promptly,  but in all events within ten (10)
days  after the date on which  such a request is  received,  adopt a  resolution
fixing the record date  (unless a record date has  previously  been fixed by the
Board of Directors pursuant to the first sentence of this Section). If no record
date has been fixed by the Board of Directors  pursuant to the first sentence of
this  Section  or  otherwise  within  ten (10) days of the date on which  such a
request is received,  the record date for determining  shareholders  entitled to
consent to corporate  action in writing without a meeting,  when no prior action
by the Board of Directors is required by applicable law, shall be the first date
on which a signed written  consent setting forth the action taken or proposed to
be taken is delivered  to the  corporation  by delivery to the  secretary at the
principal executive offices of the corporation.  Delivery shall be by hand or by
certified mail,  return receipt  requested.  If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
applicable law, the record date for determining shareholders entitled to consent
to  corporate  action in  writing  without  a  meeting  shall be at the close of
business  on the date on which  the Board of  Directors  adopts  the  resolution
taking such prior action.

10.10.4.  Inspection.  In the event of the delivery,  in the manner  provided by
Section 10.10.3, to the corporation of the requisite written consent or consents
to take  corporate  action  and/or any related  revocation or  revocations,  the
corporation shall engage independent  inspectors of elections for the purpose of
performing  promptly a  ministerial  review of the  validity of the consents and
revocations.  For the  purpose of  permitting  the  inspectors  to perform  such
review,  no action by written consent without a meeting shall be effective until
such date as the  independent  inspectors  certify to the  corporation  that the
consents  delivered  to the  corporation  in  accordance  with  Section  10.10.3
represent  at least the minimum  number of votes that would be necessary to take
the corporate action. Nothing contained in this Section 10.10.4 shall in any way
be construed to suggest or imply that the Board of Directors or any  shareholder
shall not be  entitled to contest  the  validity  of any  consent or  revocation
thereof,   whether  before  or  after  such  certification  by  the  independent
inspectors,  or to take any other action  (including,  without  limitation,  the
commencement,  prosecution,  or defense of any litigation with respect  thereto,
and the seeking of injunctive relief in such litigation).



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<PAGE>



10.10.5. Time Period for Consents.  Every written consent shall bear the date of
signature of each shareholder who signs the consent and no written consent shall
be effective to take the corporate  action  referred to therein  unless,  within
sixty (60) days of the earliest  dated  written  consent  received in accordance
with  Section  10.10.3,  a written  consent or consents  signed by a  sufficient
number of holders to take such action are  delivered to the  Corporation  in the
manner prescribed in Section 10.10.3.

Section 10.11.  Revocation of Consent. Any shareholder giving a written consent,
or the shareholder's proxy-holders,  or a transferee of the shares or a personal
representative of the shareholder or their respective proxy-holders,  may revoke
the  consent by a writing  received  by the  corporation  prior to the time that
written  consents of the number of shares  required to  authorize  the  proposed
action have been filed with the secretary of the corporation,  but may not do so
thereafter.  Such  revocation is effective  upon its receipt by the secretary of
the corporation.

Section  10.12.  Voting  Rights.  Except as  provided in Section  10.14,  in the
Articles  of  Incorporation,  or in any  statute  relating  to the  election  of
directors or to other particular matters, each outstanding share,  regardless of
class,  shall be  entitled  to one vote on each  matter  submitted  to a vote of
shareholders.  Any holder of shares entitled to vote on any matter may vote part
of the shares in favor of the  proposal  and refrain  from voting the  remaining
shares or vote them against the proposal,  other than elections to office,  but,
if the  shareholder  fails to specify the number of shares such  shareholder  is
voting  affirmatively,  it will be conclusively  presumed that the shareholder's
approving  vote is with  respect to all shares such  shareholder  is entitled to
vote.

Section 10.13. Determination of Holders of Record.

10.13.1.   Record  Date.  In  order  that  the  corporation  may  determine  the
shareholders  entitled to notice of any meeting,  to vote, to receive payment of
any dividend or other  distribution  or allotment of any rights,  or 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 60 nor less than 10
days prior to the date of such  meeting nor more than 60 days prior to any other
action.

10.13.2.  Absence of  Determination  By Board. In the absence of any record date
set by the Board of Directors pursuant to subsection 10.13.1, then:

     (a)  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.

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



                                       13


<PAGE>



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

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

10.13.4.  Effect of Post Record  Date  Transfers.  Shareholders  at the close of
business on the record date are entitled to notice and to vote or to receive the
dividend, distribution, or allotment of rights or to exercise the rights, as the
case may be,  notwithstanding  any  transfer  of any  shares on the books of the
corporation after the record date, except as otherwise provided in the Articles,
these Bylaws, agreement, or applicable law.

Section 10.14. Elections for Directors.

10.14.1. Right to Cumulate.  Every shareholder complying with subsection 10.14.2
and normally  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
same principle among as many candidates as the shareholder thinks fit.

10.14.2.  Procedure for Cumulating  Votes.  No shareholder  shall be entitled to
cumulate votes (i.e.,  cast for any candidate a number of votes greater than the
number of the votes which such shareholder  normally is entitled to cast) unless
such candidate or candidates'  names have been placed in nomination prior to the
voting and the  shareholder  has given  written  notice to the  chairman  of the
meeting 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.

10.14.3.  Directors  Elected.  In any  election  of  directors,  the  candidates
receiving the highest number of affirmative  votes of the shares  entitled to be
voted for them up to the  number of  directors  to  elected  by such  shares are
elected; votes against directors and votes withheld shall have no effect.

10.14.4. Ballot Optional. Elections for directors need not be by ballot unless a
shareholder  demands  election  by ballot at the  meeting  and before the voting
begins.

Section 10.15. Proxies.

10.15.1. Proxies Authorized.  Every person entitled to vote shares may authorize
another person or persons to act by proxy with respect to such shares. Any proxy
purporting  to be  executed in  accordance  with the  provisions  of the General
Corporation Law of the State of California shall be presumptively valid.



                                       14


<PAGE>



10.15.2.  Term of Proxy.  No proxy  shall be valid  after the  expiration  of 11
months from the date thereof unless otherwise provided in the proxy. Every proxy
continues  in full force and effect  until  revoked by the person  executing  it
prior to the  vote  pursuant  thereto,  except  as  otherwise  provided  in this
Section.  Such  revocation  may  be  effected  by a  writing  delivered  to  the
corporation  stating that the proxy is revoked or by a subsequent proxy executed
by the person  executing the prior proxy and presented to the meeting,  or as to
any  meeting by  attendance  at such  meeting and voting in person by the person
executing  the proxy.  The dates  contained on the forms of proxy  presumptively
determine  the  order of  execution,  regardless  of the  postmark  dates on the
envelopes in which they are mailed.

10.15.3. Death of Proxy Maker. A proxy is not revoked by the death or incapacity
of the maker unless, before the vote is counted, written notice of such death or
incapacity is received by the corporation.

Section 10.16. Inspectors of Election.

10.16.1.  Appointment. In advance of any meeting of shareholders,  the Board may
appoint  inspectors  of  election  to act at the  meeting  and  any  adjournment
thereof.  If inspectors  of election are not so appointed,  or if any persons so
appointed  fail to appear  or refuse to act,  the  chairman  of any  meeting  of
shareholders may, and on the request of any shareholder or a shareholder's proxy
shall,  appoint  inspectors of election (or persons to replace those who so fail
or  refuse) at the  meeting.  The  number of  inspectors  shall be either one or
three.  If appointed at a meeting on the request of one or more  shareholders or
proxies,  the  majority  of  shares  represented  in  person  or by proxy  shall
determine whether one or three inspectors are to be appointed.

10.16.2. Duties. The inspectors of election shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum,  the authenticity,  validity,  and effect of proxies,
receive  votes,  ballots,  or consents,  hear and determine all  challenges  and
questions in any way arising in connection  with the right to vote,  count,  and
tabulate all votes and 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.

10.16.3. Good Faith; Acts. The inspectors of election shall perform their duties
impartially,  in good faith, to the best of their ability,  and as expeditiously
as is practical.  If there are three inspectors of election, the decision,  act,
or certificate of a majority is effective in all respects as the decision,  act,
or  certificate  of all. Any report or  certificate  made by the  inspectors  of
election is prima facie evidence of the facts stated therein.

Section 10.17. Nominations and Proposals at Annual Meetings.

10.17.1.  Nominations and Proposals.  Nominations of persons for election to the
Board  of  Directors  and the  proposal  of  business  to be  transacted  by the
shareholders  may be made at an annual meeting of  shareholders  (a) pursuant to
the  corporation's  notice  with  respect  to  such  meeting,  (b)  by or at the
direction of the Board of Directors or (c) by any shareholder of the corporation
who was a shareholder of record at the time of giving of the notice provided for



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<PAGE>



in this  section,  who is entitled  to vote at the meeting and who has  complied
with the notice procedures set forth in this section.

10.17.2.  Prior Notice. For nominations or other business to be properly brought
before an annual meeting by a shareholder  pursuant to Section  10.17.1(c),  the
shareholder must have given timely notice thereof in writing to the secretary of
the corporation and such business must be a proper matter for shareholder action
under the California  General  Corporation  Law. To be timely,  a  shareholder's
notice shall be delivered to the secretary at the principal executive offices of
the  corporation  not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding  year's annual meeting of  shareholders;  provided,
however,  that if the date of the annual  meeting is advanced  more than 30 days
prior to or delayed by more than 60 days after such anniversary  date, notice by
the  shareholder to be timely must be so delivered not earlier than the 90th day
prior to such  annual  meeting  and not later than the close of  business on the
later of the 60th day prior to such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting is first made. Such
shareholder's  notice shall set forth (a) as to each person whom the shareholder
proposes to nominate for election or  reelection  as a director all  information
relating to such person that is required to be  disclosed  in  solicitations  of
proxies for  election  of  directors,  or is  otherwise  required,  in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")  (including such person's written consent to being named in
the proxy  statement as a nominee and to serving as a director if elected);  (b)
as to any other  business  that the  shareholder  proposes  to bring  before the
meeting,  a brief description of such business,  the reasons for conducting such
business  at the  meeting and any  material  interest  in such  business of such
shareholder  and the beneficial  owner,  if any, on whose behalf the proposal is
made; and (c) as to the shareholder  giving the notice and the beneficial owner,
if any,  on whose  behalf the  nomination  or  proposal is made (i) the name and
address of such shareholder,  as they appear on the corporation's  books, and of
such beneficial owner and (ii) the class and number of shares of the corporation
that  are  owned  beneficially  and of  record  by  such  shareholder  and  such
beneficial owner.

10.17.3. Increase in Number of Directors to be Elected. Notwithstanding anything
in the second sentence of Section 10.17.2 to the contrary, in the event that the
number of directors  to be elected to the Board of  Directors  is increased  and
there is no public  announcement  naming all of the  nominees  for  director  or
specifying the size of the increased  Board of Directors made by the corporation
at least 70 days prior to the first  anniversary of the preceding  year's annual
meeting,  a  shareholder's  notice  required  by  this  Section  shall  also  be
considered  timely,  but only with  respect to  nominees  for any new  positions
created by such  increase,  if it shall be  delivered  to the  secretary  at the
principal  executive  offices  of the  corporation  not later  than the close of
business on the 10th day following the day on which such public  announcement is
first made by the corporation.

10.17.4.  No Other  Business.  Only  persons  nominated in  accordance  with the
procedures set forth in this section shall be eligible to serve as directors and
only such business  shall be conducted at an annual meeting of  shareholders  as
shall have been brought before the meeting in accordance with the procedures set
forth in this  section.  The chair of the  meeting  shall have the power and the
duty to determine whether a nomination or any business proposed to be


                                       16


<PAGE>



brought  before the meeting has been made in accordance  with the procedures set
forth in these  Bylaws and,  if any  proposed  nomination  or business is not in
compliance with these Bylaws to declare that such defective proposed business or
nomination  shall not be  presented  for  shareholder  action at the meeting and
shall be disregarded.

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

10.17.6.  No Effect On Exchange Act Requirements.  Notwithstanding the foregoing
provisions of this Section,  a shareholder shall also comply with all applicable
requirements of the Exchange Act and the rules and  regulations  thereunder with
respect to matters set forth in this  Section.  Nothing in this section shall be
deemed to affect any rights of shareholders to request inclusion of proposals in
the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Section 10.18.  Special Meetings;  Other Provisions.  The Board of Directors may
postpone,  reschedule  or  cancel  any  previously  scheduled  special  meeting.
Nominations  of persons for election to the Board of Directors  may be made at a
special meeting of  Shareholders at which directors are to be selected  pursuant
to the  Company's  notice of meeting (a) by or at the  direction of the Board of
Directors or (b) by any  shareholder of the  corporation who is a shareholder of
record at the time of giving of notice  provided for in these Bylaws,  who shall
be entitled to vote at the meeting and who complies  with the notice  procedures
set forth in this Section.  Nominations by  shareholders of persons for election
to the Board of Directors may be made at such a special  meeting of shareholders
if the shareholder's notice required by Section 10.17.2 of these Bylaws shall be
delivered to the secretary at the principal executive offices of the corporation
not earlier than the 90th day prior to such  special  meeting and not later than
the close of business on the later of the 60th day prior to such special meeting
or the 10th day following the day on which public  announcement is first made of
the date of the  special  meeting and of the  nominees  proposed by the Board of
Directors to be selected at such meeting.

                                   ARTICLE 11

               INDEMNIFICATION OF DIRECTORS, OFFICERS, AND AGENTS

Section 11.1.  Indemnification  For Third Party Actions.  The corporation  shall
indemnify  any officer or director of the  corporation,  and may  indemnify  any
other  person,  who was or is a party or is threatened to be made a party to any
proceeding  (other  than an  action  by or in the  right of the  corporation  to
procure a judgment  in its  favor) by reason of the fact that such  person is or
was  an  agent  of  the  corporation,   against  expenses,   judgments,   fines,
settlements,  and other amounts  actually and reasonably  incurred in connection
with such  proceeding  if 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 plea of nolo contendre or its
equivalent shall not, of itself, create a presumption that the person did not


                                       17


<PAGE>


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 11.2.  Indemnification  For Claims By the  Corporation.  The corporation
shall  indemnify any officer or director of the  corporation,  and may indemnify
any other  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 its shareholders.

Section 11.3.  Indemnification  For  Successful  Defense.  To the extent that an
agent  of  the  corporation  is  successful  on the  merits  in  defense  of any
proceeding 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 11.4. Advances of Expenses.  Expenses incurred by an officer or director
of  the  corporation  in  defending  a  proceeding  shall  be  advanced  by  the
corporation, and expenses incurred by a person other than an officer or director
of the corporation in defending a proceeding may be advanced by the corporation,
before final disposition of the proceeding.  As a condition to any such advance,
the  corporation  shall receive an  undertaking  by or on behalf of the officer,
director,  or agent to repay such amount if it is determined ultimately that the
agent is not  entitled to be  indemnified.  With  respect to advances to persons
other than officers or  directors,  the  corporation  may require such terms and
collateral  as it deems  appropriate  as a condition  to any such  advance.  The
corporation  shall pay  expenses of officers and  directors  required to be paid
under this Section within 45 days after the corporation receives evidence of the
expenses in form sufficient to document them for tax purposes.

Section 11.5. Prohibitions on Indemnification.

11.5.1.  Inconsistent  With Controlling  Documents or Court Orders,  or Culpable
Acts. No indemnification or advance shall be made under this Article,  except as
provided  in  Section  11.3 or Section  11.6(c),  in any  circumstance  where it
appears that:

     (a)  it  would  be  inconsistent  with  a  provision  of  the  Articles  of
          Incorporation  of the  corporation,  these 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)  it would be  inconsistent  with any condition  expressly  imposed by a
          court in approving a settlement.



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<PAGE>



11.5.2. Selfish or Reckless Actions. No indemnification or advance shall be made
under this  Article,  except as provided in Section  11.3,  in any  circumstance
where it appears that the agent may be liable:

     (a)  for acts or omissions that involve intentional misconduct or a knowing
          and culpable violation of law;

     (b)  for acts or  omissions  that the agent  believes to be contrary to the
          best interests of the corporation or its  shareholders or that involve
          the absence of good faith on the part of the agent;

     (c)  for any transaction from which the agent derived an improper  personal
          benefit;

     (d)  for acts or omissions  that show a reckless  disregard for the agent's
          duty to the corporation or its  shareholders in circumstances in which
          the agent was aware, or should have been aware, in the ordinary course
          of performing the agent's  duties,  of a risk of serious injury to the
          corporation or its shareholders;

     (e)  for  acts  or  omissions  that  constitute  an  unexcused  pattern  of
          inattention  that amounts to an  abdication of the agent's duty to the
          corporation or its shareholders; or

     (f)  under Section 310 or Section 316 of the California Corporations Code.

11.5.3. Additional Prohibitions on Indemnification of Claims by the Corporation.
No indemnification shall be made under Section 11.2,

     (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  and  its
          shareholders,  unless and only to the  extent  that the court in which
          such  proceeding is or was pending shall  determine  upon  application
          that,  in view of all the  circumstances  of the case,  such person is
          fairly and reasonably entitled to indemnity for expenses and then only
          to the extent that the court shall determine;

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

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

Section 11.6.  Authorization of  Indemnification.  Except as provided in Section
11.3, 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 Section 11.1 or 11.2, by
any of the following:



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

     (b)  If such quorum of directors is not  obtainable,  by independent  legal
          counsel in a written opinion;

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

     (d)  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 11.7.  Bylaws Not  Exclusive.  The  corporation  may agree that it shall
indemnify  or advance  expenses  in  situations  where such  indemnification  or
advance  is not  mandatory  as the Board of  Directors  deems  appropriate.  The
indemnification  provided by this Article  shall not be deemed  exclusive of any
other rights to which those seeking  indemnification  may be entitled  under any
law,  other  provisions  of  these  Bylaws,   the   corporation's   Articles  of
Incorporation,  agreement,  vote of shareholders or disinterested  directors, or
otherwise, both as to action in an official capacity and as to action in another
capacity   while  holding  such  office,   as  authorized  in  the  Articles  of
Incorporation  of the  corporation.  The  rights to  indemnification  under this
Article  shall  continue  as to a person who has ceased to be an agent and shall
inure to the benefit of the heirs, executors, and administrators of such person.
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 11.8. Insurance.  The corporation may purchase and maintain insurance on
behalf of any agent  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 has the power to indemnify the agent against such liability
under this subsection.

Section 11.9.  Optional Means of Assuring  Payment.  The corporation may, but is
not required to, create a trust fund, grant a security interest, obtain a letter
of  credit,  or use other  means to ensure  the  payment  of such sums as may be
necessary to indemnify its agents as provided herein.

Section 11.10.  Savings Clause. If any portion of this Article is invalid,  then
the corporation shall nevertheless indemnify each officer and director, and each
agent the corporation  elects to indemnify,  to the full extent permitted by any
applicable  portion of this Article that is not  invalid,  or by any  applicable
agreement or law. Without limiting the foregoing, if any portion of this Article
is  invalid  because it is too  broad,  the  corporation  shall be  required  or
entitled,  as the  case may be,  to  indemnify  its  agents  to the full  extent
permitted as if all necessary limitations had been included herein.



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<PAGE>



Section 11.11. Application of Other Laws. Nothing in this Article shall restrict
the power of the  corporation to indemnify its agents under any provision of law
from time to time  applicable  to the  corporation,  nor shall  anything in this
Article  authorize  the  corporation  to  indemnify  its  agents  in  situations
prohibited by law.

Section 11.12. Definitions. For the purpose of this Article 11:

     (a)  "agent" means 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;

     (b)  "officer" means the chief executive officer,  chief operating officer,
          chief financial officer, president, treasurer, secretary, and any vice
          president,   assistant  treasurer,  and  assistant  secretary  of  the
          corporation;

     (c)  "proceeding"  means any  threatened,  pending or  completed  action or
          proceeding, whether civil, criminal,  administrative or investigative;
          and

     (d)  "expenses"  includes  without  limitation   attorneys'  fees  and  any
          expenses establishing a right to indemnification.

ARTICLE 12

SUNDRY PROVISIONS

Section  12.1.  Shares  Held by the  Corporation.  Shares in other  corporations
standing in the name of this  corporation  may be voted or  represented  and all
rights  incident  thereto may be exercised on behalf of this  corporation by the
President or by any other  officer of this  corporation  authorized  so to do by
resolution of the Board of Directors.

Section  12.2.  Certificates  of Stock.  There shall be issued to each holder of
fully paid shares of the  capital  stock of the  corporation  a  certificate  or
certificates for such shares. Every holder of shares in the corporation shall be
entitled  to have a  certificate  signed in the name of the  corporation  by the
Chairman or Vice Chairman of the Board,  the President,  or a Vice President and
by the Chief Financial Officer, an Assistant  Treasurer,  the Secretary,  or any
Assistant Secretary,  certifying the number of shares and the class or series of
shares  owned  by  the  shareholder.  Any  or  all  of  the  signatures  on  the
certificates may be facsimile. In case any officer, transfer agent, or registrar
who has signed or whose  facsimile  signature has been placed upon a certificate
shall have ceased to be such officer,  transfer agent, or registrar  before such
certificate is issued,  it may be issued by the corporation with the same effect
as if such person were an officer,  transfer  agent, or registrar at the date of
issue.

Section  12.3.  Lost  Certificates.  The  corporation  may  issue  a  new  share
certificate  or a new  certificate  for any other  security  in the place of any
certificate theretofore issued by it, alleged to have been lost, stolen, or 



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<PAGE>



destroyed,  and the  corporation may require the owner of the lost,  stolen,  or
destroyed   certificate  or  the  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 any such
certificate or the issuance of such new certificate.  The Board of Directors may
adopt  such  other   provisions   and   restrictions   with  reference  to  lost
certificates,  not  inconsistent  with  applicable  law,  as  it  shall  in  its
discretion deem appropriate.

Section 12.4. Certification and Inspection of Bylaws. The corporation shall keep
at its principal  executive office in this state, or if its principal  executive
office is not in this state at its principal  business office in this state, the
original  or a copy of these  Bylaws as amended to date,  which shall be open to
inspection by the  shareholders at all reasonable  times during office hours. If
the principal  executive office of the corporation is outside this state and the
corporation  has no principal  business  office in this state, it shall upon the
written  request of any  shareholder  furnish to such  shareholder a copy of the
Bylaws as amended to date.

Section  12.5.  Notices.  Any  reference in these Bylaws to the time a notice is
given or sent means,  unless otherwise  expressly  provided,  the time a written
notice by mail is deposited in the United States mails,  postage prepaid; or the
time any other  written  notice is  personally  delivered to the recipient or is
delivered to a common carrier for transmission,  or actually  transmitted by the
person giving the notice by electronic means, to the recipient;  or the time any
oral notice 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 12.6.  Reports to  Shareholders.  Except as may otherwise be required by
law, the rendition of an annual report to the  shareholders is waived so long as
there are less than 100  holders  of  record  of the  shares of the  corporation
(determined  as provided in Section 605 of the  California  General  Corporation
Law).  At such  time or  times,  if any,  that the  corporation  has 100 or more
holders of record of its shares,  the Board of  Directors  shall cause an annual
report to be sent to the shareholders not later than 120 days after the close of
the  fiscal  year or within  such  shorter  time  period as may be  required  by
applicable  law, and such annual  report shall contain such  information  and be
accompanied by such other documents as may be required by applicable law.

Section  12.7.  Loans to  Officers.  The  Board  may  approve  loans of money or
property to, and guaranties of the obligations of, officers of the  corporation,
and may adopt employee  benefit plans  authorizing  such loans and guaranties to
officers of the  corporation,  without the approval of the  shareholders  of the
corporation, provided that:

     (a)  the corporation has outstanding shares held of record by more than 100
          persons;

     (b)  the vote of any interested director or directors is not counted; and

     (c)  the Board determines that such loan, guaranty,  or plan may reasonably
          be expected to benefit the corporation.



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<PAGE>



                                   ARTICLE 13

                          CONSTRUCTION OF BYLAWS WITH
                         REFERENCE TO PROVISIONS OF LAW

Section 13.1.  Definitions.  Unless defined  otherwise in these Bylaws or unless
the context otherwise  requires,  terms used herein shall have the same meaning,
if any, ascribed thereto in the California  General  Corporation Law, as amended
from time to time.

Section 13.2. Bylaw Provisions Additional and Supplemental to Provisions of Law.
All  restrictions,  limitations,  requirements,  and other  provisions  of these
Bylaws shall be construed,  insofar as possible,  as supplemental and additional
to all  provisions of law  applicable to the subject matter thereof and shall be
fully  complied  with in  addition  to the said  provisions  of law unless  such
compliance shall be illegal.

Section 13.3.  Bylaw Provisions  Contrary to or Inconsistent  with Provisions of
Law.  Any  portion of these  Bylaws  that,  upon being  construed  in the manner
provided in Section 13.2,  is contrary to or  inconsistent  with any  applicable
law,  shall not apply so long as said law remains in effect.  Such result  shall
not,  however,  affect the validity or application of any other portion of these
Bylaws.  Each  portion of these Bylaws would have been adopted even if any other
portion were invalid or unenforceable.

                                   ARTICLE 14

                    ADOPTION, AMENDMENT, OR REPEAL OF BYLAWS

Section 14.1. By Shareholders.  Bylaws may be adopted,  amended,  or repealed by
the approval of the affirmative vote of a majority of the outstanding  shares of
the corporation entitled to vote.

Section 14.2. By the Board of Directors. Subject to the right of shareholders to
adopt,  amend, or repeal Bylaws,  Bylaws other than a Bylaw or amendment thereof
changing the authorized number of directors or any provision of this Article may
be adopted,  amended, or repealed by the Board of Directors.  A Bylaw adopted by
the  shareholders  may restrict or eliminate the power of the Board of Directors
to adopt, amend, or repeal any or all Bylaws.





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<PAGE>


CERTIFICATE OF SECRETARY



KNOW ALL MEN BY THESE PRESENTS:

That the  undersigned  does hereby certify that the undersigned is the Secretary
of ILC Technology,  Inc., a corporation duly organized and existing under and by
virtue of the laws of the  State of  California;  that the  above and  foregoing
Bylaws of said corporation were duly and regularly  adopted as such by the Board
of Directors of said  corporation;  and that the above and foregoing  Bylaws are
now in full force and effect.

Dated:  November 21, 1996



/s/ Ronald E. Fredianelli
    Ronald E. Fredianelli, Secretary




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