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                                                                     EXHIBIT 3.2


                               AMENDED BYLAWS OF

                               GIGATRONICS, INC.

                            A California Corporation



                                   ARTICLE I

                                    Offices

         Section l. Principal Executive Office: The principal executive office
of the corporation shall be at 2495 Estand Way, Pleasant Hill, California.

         The board of directors is granted full power and authority to change
the principal executive office from one location to another in California.

         Section 2. Other Offices. Other offices may at any time be established
by the board of directors at any place or places where the corporation is
qualified to do business.

                                   ARTICLE II

                            Meetings of Shareholders

         Section l. Place of Meetings. All meetings of shareholders shall be
held at the principal executive office of the corporation, or at such other
place within or without the State of California which may be designated by the
board of directors pursuant to the authority hereby granted to said board, or
by the written consent of all persons entitled to vote thereat and not present
at the meeting, given either before or after the meeting and filed with the
secretary of the corporation.

         Section 2. Annual Meeting. The annual meeting of shareholders shall be






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held at 2:00 p.m. on the second Tuesday in July provided, however, that should
said day fall upon a legal holiday, then any such annual meeting of
shareholders shall be held at the same time and place on the next day
thereafter ensuing which is not a legal holiday. At such meeting, directors
shall be elected, reports of the affairs of the corporation shall be
considered, and any other business may be transacted which is within the powers
of the shareholders.

         Section 3. Notice - Annual meeting written notice of each annual
meeting shall be given to each shareholder entitled to vote, either personally
or by first class mail or other means of written communication, charges
prepaid, addressed to such shareholder at the shareholder's address appearing
on the books of the corporation or provided to the corporation for the purpose
of notice. All such notices shall be sent to each shareholder entitled thereto
not less than ten (10) days nor more than sixty (60) days before each annual
meetings and shall specify:

         (a) the place, date and hour of such meeting;

         (b) those matters which the board, at the time of the mailing of the
notice, intends to present for action before the shareholders;

         (c) if directors are to be elected, the names of nominees intended, at
the time of the notice, to be presented by management for election;

         (d) the general nature of a proposal, if any, to take action with
respect to approval of: (i) a contract or other transaction with an interested
director, (ii) amendment of the articles of incorporation, (iii) a
reorganization of the corporation as defined in Section 181 of the General
Corporation Law, (iv) voluntary dissolution of the corporation, or (v) a
distribution in dissolution other than in accordance with the rights of
preferred shares, if any; and





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         (e) such other matters, if any, as may be expressly required by
statute.

         Section 4. Special Meetings. Special meetings of the shareholders, for
the purpose of taking any action permitted by the shareholders under the
California General Corporation Laws and the articles of incorporation of this
corporation, may be called at any time by the chairman of the board, president
or by the board of directors, or by one or more shareholders holding not less
than ten percent (10%) of the voting power of the corporation, by written
request to the chairman of the board, the president, a vice president or the
secretary, who shall forthwith cause notice to be given to the shareholders
entitled to vote that a meeting will be held at the time requested by the
person or persons calling the meeting, except that in the case of a special
meeting called by any person or persons other than the Board of Directors such
notice shall be given not less than thirty five (35) nor more than sixty (60)
days after receipt of the request.  Except in special cases where other express
provision is made by statute, notice of special meetings shall be given in the
same manner as for annual meetings of shareholders. Notices of any special
meeting shall, in addition to the matters required by item (a), and if
applicable, item (c) of the preceding section, specify the general nature of
the business to be transacted and no business other than that specified in the
notate may be transacted at said special meeting.

         Section 5. Adjourned Meeting and Notice Thereof. Any annual or special
shareholders' meeting, whether or not a quorum is present, may be adjourned
from





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time to time by majority vote of the shares present in person or represented by
proxy, but in the absence of a quorum, no business (except as provided in
Section 8(d) below "Quorum") may be transacted at such meeting. No notice of an
adjourned meeting need be given other than by announcement of the time and
place thereof at the meeting at which such adjournment is taken unless the
meeting is adjourned for 45 days or more or unless a new record date for the
adjourned meeting is fixed after adjournment.

         Section 6. Validation of Defectively Called or Noticed Meetings. The
transactions at any meeting of shareholders, however called and noticed, shall
be as valid as though had at a meeting held after regular call and notice, if a
quorum is present and if either before or after the meeting, each of the persons
entitled to vote, not present in person or by proxy, or who, though present,
has, at the beginning of the meeting, properly objected to the transaction of
any business because the meeting was not lawfully called or convened, or to
particular matters of business legally required to be included in the notice,
but not so included, signs a written waiver of notice, or a consent to the
holding of 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 7. Action Without Meeting.

         (a) Election of Directors. Directors may be elected, without a meeting
by written consent, setting forth the action so taken, signed by all of the
persons entitled to vote for the election of directors. A director may be
elected at any time to fill a vacancy not filled by the directors by the
written





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consent of persons holding a majority of the shares entitled to vote for the
election of directors.

         (b) Other Action. Any other action which, under any provision of the
General Corporation Law, may be taken at a meeting of the shareholders, may be
taken without a meeting, and, except as hereinafter set forth, without notice,
by written consent, setting forth the action so taken, signed by the holders of
not less than the number of shares necessary to take such action at a meeting
at which all shares entitled to vote thereon were present and voted. If the
consents of all of the shareholders entitled to vote have been solicited in
writing, no notice need be given of the action so taken. If consents were not
solicited in writing and the written consents of all of the shareholders
entitled to vote were not obtained, prompt notice of the action taken shall be
given to the shareholders not consenting. As to proposed shareholder approval
of any of the following matters, notice to the shareholders not consenting in
writing shall be given in the manner provided in Article II, Section 3, of
these bylaws at least ten (10) days before consummation of the action
authorized by such approval:

         (i) a contract or other transaction with an interested director,

         (ii) indemnification of an agent of the corporation as authorized by
         Section 6, Article V, of these Bylaws,

         (iii) a reorganization the corporation as defined in Section 181 of the
         General Corporation Law, or

         (iv) a distribution in dissolution other than in accordance with the
         rights of outstanding preferred shares, if any.

         (c) Notice of Action by Consent of Majority. Prompt notice of the
taking of any corporate action approved by the shareholders without a meeting by





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less then unanimous written consent shall be given to the shareholders entitled
to vote who have not consented in writing. Such notice shall be given in the
manner provided in Section 3, Article II, of these Bylaws.

         (d) Record Date. Unless the board of directors has fixed a record date
for the determination of shareholders entitled to notice of and to give such
written consent, the record date for such determination shall be the date on
which such written consent is first given.

         (e) Revocation of Written Consent. A written consent may be revoked by
the shareholder by writing received by the corporation prior to the time that
the written consents of the number of shares required to authorize the proposed
action have been received by the secretary of the corporation. Such a
revocation shall be effective upon receipt by the secretary.

         Section 8. Voting.

         (a) Record Date. Unless a record date for voting purposes be fixed, as
provided in Section 7, Article V, of these Bylaws, then, subject to the
provisions of California General Corporation Law Sections 702 and 704, only
persons in whose names shares entitled to vote stand on the stock records of
the corporation at the close of business on the business day next preceding the
day on which notice of the meeting is given, or if such notice is waived, at
the close of business on the business day next preceding the day on which the
meeting of shareholders is held, shall be entitled to vote at such meeting, and
such day shall be the record date for such meeting.

         (b) Manner of Voting. Vote may be via voice or by ballot; provided
however, at all elections for directors, vote must be by ballot upon demand by
a shareholder made at any election before the voting begins.

         (c) Cumulative Voting. Every shareholder entitled to vote at any
election for directors shall have the right to cumulate his or her votes



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provided that the name of the candidate has been placed in nomination prior to
voting and that any shareholder, at the meeting, prior to voting, has given
notice of his or her intention to cumulate his or her votes.

         If votes for directors are cumulated, each shareholder may give one
candidate the number of votes equal to the number of directors to be elected
multiplied by the number of votes to which that shareholder's shares are
entitled, or to distribute the votes on the same principle among as many
candidates as the shareholder desires. The candidates receiving the highest
number of votes, up to the number of directors to be elected, shall be elected.

         (d) Quorum. The presence in person or by proxy of persons entitled to
vote a majority of the voting shares at any meeting shall constitute a quorum
for the transaction of business. The shareholders present at a duly called or
held meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave
less than a quorum, if any action taken, other than adjournment, is approved by
at least a majority of the shares required to constitute a quorum.

         (e) Proxies. Persons entitled to vote or execute consents shall have
the right to do so either in person or by one or more agents authorized by
written proxy executed by the person or that person's authorized agent and
filed with the secretary of the corporation; provided, however, no proxy shall
be valid after 11 months from the date of its execution unless the proxy
provides the length of time for which the proxy is to continue in force, which
in no case shall exceed the duration permitted by law.

         (f) Revocation of Proxy. A duly executed proxy continues in full force
and effect until: (i) an instrument revoking it, or a duly executed proxy



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bearing a later date is filed with the secretary of the corporation, prior to
the vote pursuant thereto, (ii) the person executing the proxy attends the
meeting and votes in person, or (iii) written notice of the death or incapacity
of the maker of such proxy is received by the corporation before the vote
pursuant thereto is counted.

         Section 9. Inspectors of Election. In advance of any meeting of
shareholders, the board of directors may appoint any persons other than
nominees for office as inspectors of election to act at such meeting or any
adjournment thereof. If inspectors of election be not so appointed, the
chairman of any such meeting may, and on the request of any shareholder or his
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 represented in person
or by proxy shall determine whether one or three inspectors are to be
nominated. In case any person appointed as inspector fails to appear or fails
or refuses to act, the vacancy may, and on the request of any shareholder or a
shareholder's proxy shall, be filled by appointment by the board of directors
in advance of the meeting, or at the meeting by the chairman of the meeting.

         The duties of such inspectors shall be as prescribed by Section 707 of
the 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



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tabulating all votes or consents; determining when the polls shall close;
determining the result; and such acts as may be proper to conduct the election
or vote with fairness to all shareholders. In the determination of the validity
and effect of proxies the dates contained on the forms of proxy shall
presumptively determine the order of execution of the proxies, regardless of
the postmark dates on the envelopes in which they are mailed.

         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.

                                  ARTICLE III

                                   Directors

         Section 1. Powers. Subject to limitations of the articles of
incorporation and of the California General Corporation Law as to action to be
authorized or approved by the shareholders, and subject to the duties of
directors as prescribed by the bylaws, all corporate powers shall be exercised
by or under the authority of, and the business and affairs of the corporation
shall be controlled by, the board of directors. Without prejudice to such
general powers, but subject to the same limitations, it is hereby expressly
declared that the directors shall have the following powers, to wit:

         (a) To select and remove all the officers, agents and employees of the
corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the articles of incorporation or the bylaws, fix



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their compensation and require from 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 of incorporation or the bylaws, as they may deem
best.

         (c) To change the principal executive office and principal office for
the transaction of the business of the corporation from one location to another
as provided in Article I, Section 1, hereof; to fix and locate from time to
time one or more subsidiary offices of the corporation within or without the
State of California, as provided in Article I, Section 2, hereof; to designate
any place within or without the State of California for the holding of any
shareholders' meeting or meetings; and to adopt, make and use a corporate seal;
to prescribe the forms of certificates of stock; to alter the form of such seal
and of such certificates from time to time, as in their judgment they may deem
best, provided such seal and such certificates shall at all times comply with
the provisions of law.

         (d) To authorize the issuance of shares of stock of the corporation
from time to time, upon such terms 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, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidences of debt and securities therefor.

         (f) By resolution adopted by a majority of the authorized number of
directors, to designate an executive and other committees, each consisting of





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two or more directors, to serve at the pleasure of the board, and to prescribe
the manner in which proceedings of such committee shall be conducted. Unless
the board of directors shall otherwise prescribe the manner of proceedings of
any such committee, meetings of such committee may be regularly scheduled in
advance and may be called at any time by any two members thereof; otherwise,
the provisions of these bylaws with respect to notice and conduct of meetings
of the board shall govern. Any such committee, to the extent provided in a
resolution of the board, shall have all of the authority of the board, except
with respect to:

               (i)       the approval of any action for which the General 
Corporation Law or the articles of incorporation also require shareholder
approval;

               (ii)      the filling of vacancies on the board or in any 
committee;

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

               (iv)      the adoption, amendment or repeal of bylaws;

               (v)       the amendment or repeal of any resolution of the board;

               (vi)      any distribution to the shareholders, except at a rate 
or in a periodic amount or within a price range determined by the board; and

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

         Section 2. Number and Qualification of Directors. The number of
directors of the corporation shall not be less than three (3) nor more than
five (5) until changed by amendment of the articles of incorporation or by a
bylaw





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amending this Section 2 duly adopted by the vote or written consent of holders
of a majority of the outstanding shares entitled to vote, provided that a bylaw
specifying or changing the minimum number or changing from a variable to a
fixed board, or vice versa, may only be adopted by approval of the outstanding
shares and provided further that a bylaw or amendment of the articles reducing
the authorized number or the minimum number of directors below five cannot be
adopted if the votes cast against its adoption at a meeting or the shares not
consenting in the case of action by written consent, are equal to more than
16-2/3 percent of the outstanding shares entitled to vote. The exact number of
directors shall be fixed from time to time, within the limits specified in the
articles of incorporation or in this Section 2, by a bylaw or amendment thereof
duly adopted by the vote of a majority of the shares entitled to vote
represented at a duly held meeting at which a quorum is present, or by the
written consent of the holders of a majority of the outstanding shares entitled
to vote, or by the board of directors.

         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. All directors shall
hold office until their respective successors are elected, subject to the
General Corporation Law and the provisions of these bylaws with respect to
vacancies on the board.

         Section 4. Vacancies. A vacancy in the board of directors shall be
deemed to exist in case of the death, resignation or removal of any director,
if a director has been declared of unsound mind by order of court or convicted
of a felony, if the authorized number of directors be increased, or if the
shareholders fail, at any annual or special meeting of shareholders at which
any





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director or directors are elected, to elect the full authorized number of
directors to be voted for at that meeting.

         (a) Filling Vacancies. Vacancies in the board of directors, including
a vacancy created by the 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.

         (b) The shareholders may elect a director at any time to fill any
vacancy not filled by the directors. Any such election by written consent other
than to fill a vacancy created by removal requires the consent of a majority of
the outstanding shares entitled to vote.

         (c) If, after the filling of any vacancy by the directors, the
directors then in office who have been elected by the shareholders shall
constitute less than a majority of the directors then in office, (i) any holder
or holders of an aggregate of 5 percent or more of the total number of shares
at the time outstanding having the right to vote for such directors may call a
special meeting of shareholders, or (ii) the superior court of the proper
county shall, upon application of such shareholder or shareholders, summarily
order a special meeting of shareholders, to be held to elect the entire board.
The term of office of any directors shall terminate upon such election of a
successor.

         Section 5. Resignation of Director. Any director may resign effective
upon giving written notice to the chairman of the board, the president, the
secretary of the board of directors of the corporation, unless the notice
specifies a later time for the effectiveness of such resignation. If the board
of directors accept the resignation of a director tendered to take effect at a
future time, the board or the shareholders shall have power to elect a
successor to take office when the resignation is to become effective.





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         Section 6. Effect of Reduction in Number. No reduction of the
authorized number of directors shall have the effect of removing any director
prior to the expiration of his term of office.

         Section 7. Place of Meeting. Regular meetings of the board of directors
shall be held at any 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. In the absence of such designation, regular meetings shall
be held at the principal executive office of the corporation. Special meetings
of the board may be held either at a place so designated or at the principal
executive office.

         Section 8. Meetings.

         (a) Organization Meeting. Immediately following each annual meeting of
shareholders, the board of directors shall hold a regular meeting at the place
of said annual meeting or at such other place as shall be fixed by the board of
directors, for the purpose of organization, election of officers, and the
transaction of other business. Call and notice of such meetings are hereby
dispensed with.

         (b) Regular Meetings. Regular meetings of the board of directors shall
be held, without call, at the time and place fixed by the board. Notice of all
regular meetings is hereby dispensed with except as provided hereinbelow.

         (c) Special Meetings. Special meetings of the board of directors for
any purpose or purposes shall be called at any time by the chairman of the
board, the president, any vice president, the secretary or by any two directors
and shall be held upon four days' notice by mail or 48 hours' notice delivered
personally or by telephone or telegraph. A notice or waiver of notice need not





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specify the purpose of any special meeting of the board. 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.

         (d) 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.

         (e) Place of Meeting. Meetings of the board may be held at any place
within or without the state which has been designated in the notice of the
meeting or, if not stated in the notice or there is no notice, designated in
the bylaws or by resolution of the board.

         (f) Participation by Conference Call. Members of the board may
participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such meeting
can hear one another. Participation in a meeting pursuant to this subdivision
constitutes presence in person at such meeting.

         (g) Quorum. A majority of the authorized number of directors
constitutes a quorum of the board for the transaction of business.

         Section 9. Notice of Meeting. Written notice of the time and place of
special meetings shall be delivered personally to each director or communicated
to each director by telephone, or by telegraph or mail, charges prepaid,





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addressed to him at his address as it is shown upon the records of the
corporation or, if it is not so shown on such records or is not readily
ascertainable, at the place at which the meetings of the directors are
regularly held. In case such notice is mailed, it shall be deposited in the
United States mail at least four (4) days prior to the time of the holding of
the meeting. In case such notice is delivered, personally or by telephone or
telegraph, as above provided, it shall be so delivered at least 48 hours prior
to the time of the holding of the meeting. Such mailing, telegraphing or
delivery, personally or by telephone, as above provided, shall be due, legal
and personal notice to such director.

         Section 10. Action Without Meeting. Any action required or permitted to
be taken by the board of directors may be taken without a meeting if all members
of the board shall individually or collectively consent in writing to such
action. Such written consent or consents shall be filed with the minutes of the
proceedings of the board and shall have the same force and effect as a unanimous
vote of such directors.

         Section 11. Action at a Meeting - Required Vote. 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, unless a greater number, or the same number after disqualifying one
or more directors from voting, is required by law, by the articles of
incorporation, or by these bylaws. A meeting at which a quorum is initially
present may continue to transact business notwithstanding the withdrawal of
director, provided that any action taken is approved by at least a majority of
the required quorum for such meeting.





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         Section 12. Fees and Compensation. Directors and members of committees
may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by resolution of the
board.

                                   ARTICLE IV

                                    Officers

         Section 1. Officers. The officers of the corporation shall be a
president, a vice-president, a secretary and a treasurer. The corporation may
also have, at the discretion of the board of directors, a chairman of the
board, one or more additional vice-presidents, one or more assistant
secretaries, one or more assistant treasurers, and such other officers as may
be appointed in accordance with the provisions of Section 3 of this Article.
One person may hold two or more offices, except that the offices of president
and secretary shall not be held by the same person.

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

         Section 3. Subordinate Officers, Etc. The board of directors may
appoint, and may empower the chairman of the board or the president, whichever
of such officers is serving as the chief executive officer of the corporation,
to appoint such other officers as the business of the corporation may require,
each of whom shall hold office, for such period, have such authority and
perform





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such duties as are provided in the bylaws or as the board of directors may from
time to time determine.

         Section 4. Removal and Resignation. Any officer may be removed, either
with or without cause, by the board of directors, at any regular or special
meeting thereof, or, except in case of an officer chosen by the board of
directors, by any officer upon whom such power of removal may be conferred by
the board of directors (subject, in each case, to the rights, if any, of an
officer under any contract of employments).

         Any officer may resign at any time by giving written notice to the
board of directors or to the chairman of the board or the president, whichever
of such officers is serving as the chief executive officer of the corporation,
or to the secretary of the corporation, without prejudice however, to the
rights, if any, of the corporation under any contract to which such 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 the bylaws,for regular appointments to such office.

         Section 6. Chairman of the Board. If there shall be a chairman of the
board, who is not a full-time employee of the corporation, such officer shall,
if present, preside at all meetings of the board of directors and exercise and
perform such other powers and duties as may be from time to time assigned to
him by the board of directors. If such officer is a full-time employee of the





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corporation, he shall be the chief executive officer of the corporation, and
shall, subject to the control of the board of directors, have general
supervision, direction and control of the business and officers of the
corporation. He shall preside at all meetings of the shareholders and at all
meetings of the board of directors. He shall be ex-officio a member of all the
standing committees, including the executive committee, if any, and shall have
the general powers, and duties of management usually vested in the office of
president of a corporation, and shall have such other powers and duties as may
be prescribed by the board of directors or the bylaws.

         Section 7. President. If there shall be no chairman of the board or if
such officer is not a full-time employee of the corporation, the president
shall be the chief executive officer of the corporation and shall, subject to
the control of the board of directors, have the powers and duties set forth
hereinabove for a chairman of the board who is a full-time employee of the
corporation. If there shall be a chairman of the board who is full-time
employee of the corporation, the president, in the absence or disability of the
chairman of the board, shall if present, preside at all meetings of the board
of director and shall exercise and perform such other powers and duties as may
be from time to time assigned to him by the board.

         Section 8. Vice-President. In the absence or disability of the
president, the vice-presidents in order of their rank as fixed by the board of
directors or, if not ranked, the vice-president designated by the board of
directors, shall perform all the duties of the president, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
president. The vice-presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by
the board of directors or the bylaws.





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         Section 9. Secretary. The secretary shall record or cause to be
recorded, and shall keep or cause to be kept, at the principal executive office
and such other place as the board of directors may order, a book of minutes of
actions taken at all meetings of directors and shareholders, with the time and
place of holding, whether regular or special, and, if special, how authorized,
the notice thereof given, the names of those present at directors' meetings,
the number of shares present or represented at shareholders' meetings, and the
proceedings thereof.

         The secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent, a share
register, or a duplicate share register, showing the names of the shareholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.

         The secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the board of directors required by the
bylaws or by law to be given, and shall keep the seal of the corporation in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the board of directors or by the bylaws.

         Section 10. Treasurer. The treasurer shall be 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, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, surplus and shares. Any
surplus, including earned surplus, paid-in surplus and surplus arising from a





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reduction of stated capital, shall be classified according to source and shown
in a separate account. The books of account shall at all reasonable times be
open to inspection by any director.

         The treasurer shall deposit all moneys and other valuables in the name
and to the credit of the corporation with such depositaries as may be
designated by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to the
chairman of the board, the president and directors, whenever they request it,
an account of all of his transactions as treasurer and of the financial
condition of the corporation, and shall have such other powers and perform such
other duties as may be prescribed by the board of directors or the bylaws.

                                   ARTICLE V

                                 Miscellaneous

                  Section 1. Inspection of Corporate Records.

         (a) Shareholder. The accounting books and records, the record of
shareholders, and minutes of proceedings of the shareholders and the board and
committees of the board of this corporation and any subsidiary of this
corporation shall be open to inspection upon the written demand on the
corporation of any shareholder at any reasonable time during usual business
hours, for a purpose reasonably related to such holder's interests as a
shareholder. Such inspection by a shareholder may be made in person or by agent
or attorney, and the right of inspection includes the right to copy and make
extracts.

         (b) Director. Every director shall have the absolute right at any
reasonable time to inspect and copy all books, records and documents of every





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<PAGE>   22
kind and to inspect the physical properties of the corporation. Such inspection
by a director may be made in person or by agent or attorney and the right of
inspection includes the right to copy and make extracts.

             Section 2. Waiver of Annual Reports to Shareholders. As provided
by Section 1501(a) of the California General Corporation Law, the annual report
to shareholders is hereby expressly waived.

             Section 3. Contracts, Etc., How Executed. The board of directors,
except as in the bylaws otherwise provided, may authorize any officer or
officers, agent or agents, to enter into any contract or execute any instrument
in the name of and on behalf of the corporation, and such authority may be
general or confined to specific instances; and, unless so authorized by the
board of directors, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or to any amount.

             Section 4. Certificate for 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 or the president or a
vice president and by the chief financial officer or an assistant treasurer or
the secretary or any assistant secretary, certifying the number of shares and
the class or series of shares owned by the shareholder.

Any of the signatures on the certificate may be facsimile, provided that in
such event at least one signature, including that of either officer or the
corporation's registrar or transfer agent, if any, shall be manually signed. 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





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<PAGE>   23
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.

         (a) Legend Stock. Any such certificate shall also contain such legend
or other statement as may be required by Section 418 of the General Corporation
Law, the Corporate Securities Law of 1968, the federal securities laws, and any
agreement between the corporation and the issuee thereof.

         (b) Issuance Before Full Payment. Certificates for shares may be
issued prior to full payment under such restrictions and for such purposes as
the board of directors or the bylaws may provide; provided, however, that any
such certificate so issued prior to full payment shall state on the face
thereof the amount remaining unpaid and the terms of payment thereof.

         (c) Lost or Destroyed Certificates. No new certificate for shares
shall be issued in lieu of an old certificate unless the latter is surrendered
and cancelled at the same time; provided, however, that a new certificate will
be issued without the surrender and cancellation of the old certificate if (1)
the old certificate is lost, apparently destroyed or wrongfully taken; (2) the
request for the issuance of the new certificate is made within a reasonable
time after the owner of the old certificate has notice of its loss,
destruction, or theft; (3) the request for the issuance of a new certificate is
made prior to the receipt of notice by the corporation that the old certificate
has been acquired by a bona fide purchaser; (4) the owner of the old
certificate files a sufficient indemnity bond with or provides other adequate
security to the corporation; and (5) the owner satisfies any other reasonable
requirements imposed by the corporation. In the event of the issuance of a new
certificate, the rights and liabilities of the corporation, and of the holders
of the old and new certificates, shall be governed by the provisions of Section
8104 and 8405





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<PAGE>   24
of the California Commercial Code.

         Section 5. Representation of Shares of Other Corporations. The
president or any vice-president and the secretary or any assistant secretary of
this corporation are authorized to vote, represent and exercise on behalf of
this corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of this corporation. The
authority herein granted to said officers to vote or represent on behalf of
this corporation any and all shares held by this corporation in any other
corporation or corporations may be exercised either by such officers in person
or by any other person authorized so to do by proxy or power of attorney duly
executed by said officers.

         Section 6. Indemnification of Agents of the Corporation; Purchase of
Liability Insurance.

         (a) Definitions: Agent; Proceeding; Expenses. For the purposes of this
section, "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;
"proceeding" means any threatened, pending or completed action or proceeding
whether civil, criminal, administrative or investigative; and "expenses"
includes without limitation attorneys' fees and any expenses of establishing a
right to indemnification under subdivision (d) or paragraph (3) of subdivision
(e).

(b)      Power to Indemnify Agent.

         (i) The corporation shall have power to indemnify any person who was
or





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<PAGE>   25
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 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.

(ii) A 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 subdivision (b):

         (A) In respect of any claim, issue or matter as to which such person





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<PAGE>   26
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 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 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.

(c) Expenses. To the extent that an agent of a corporation has been successful
on the merits in defense of any proceeding referred to in subdivision (b) 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.

(d) Vote Authorizing Indemnification. Except as provided in subdivision (c), any
indemnification under this section 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 subdivision (b) or (c), by:

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

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

(iii) The court in which such proceeding is or was pending upon application
made





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<PAGE>   27
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.

(e) Advancement 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 section.

(f) Validity and Limitation. No provision made by a corporation to indemnify
its or its subsidiary's directors or officers for the defense of any
proceeding, whether contained in the articles, bylaws, a resolution of
shareholders or directors, an agreement or otherwise, shall be valid unless
consistent with this section. Nothing contained in this section shall affect
any right to indemnification to which persons other than such directors and
officers may be entitled by contract or otherwise.

(g) No indemnification or advance shall be made under this section, except as
provided in subdivision (c) or paragraph (iii) of subdivision (d), in any
circumstance where it appears:

(i) 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 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

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





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<PAGE>   28
(h) Purchase of 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 section.

(i) Trustee, Etc. Excluded. This section does not apply to any proceeding
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 as defined in subdivision (a) of the employer corporation. A
corporation shall have power to indemnify such a trustee, investment manager or
other fiduciary to the extent permitted by General Corporation Law subdivision
(f) of Section 207.

Section 7. Record Date. In order that the corporation may determine the
shareholders entitled to notice of any meeting or to vote or entitled to
receive payment of any dividend or other distribution or allotment of any
rights or entitled to exercise any rights in respect of any other lawful
action, the board may fix, in advance, a record date, which shall not be more
than 60 nor less than 10 days prior to the date of such meeting nor more than
60 days prior to any other action.

Section 8. Construction and Definitions. Unless the context otherwise requires,
the general provisions, rules of constructions and definitions contained in the
California General Corporation Law shall govern the construction of these
bylaws.
                                   ARTICLE VI

                                   Amendments





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         Section 1. Power of Shareholders. New bylaws may be adopted or these
bylaws may be amended or repealed by the affirmative vote of a majority of the
outstanding shares entitled to vote, or by the written assent of shareholders
entitled to vote such shares except as otherwise provided by law or by the
articles of incorporation.

         Section 2. Power of Directors. Subject to the right of shareholders as
provided in Section 1 of this Article VI to adopt, amend or repeal bylaws,
bylaws may be adopted, amended or repealed by the board of directors provided,
however, that the board of directors may adopt a bylaw or amendment thereof
changing the authorized number of directors only for the purpose of fixing the
exact number of directors within the limits specified in Section 2 of Article
III of these bylaws.





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