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                                                                     Exhibit 3.1

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                           AMENDED AND RESTATED BYLAWS

                                       OF

                         QUESTCOR PHARMACEUTICALS, INC.

                            A CALIFORNIA CORPORATION

                   (AS AMENDED MAY 27, 1992, NOVEMBER 5, 1999,
                       MAY 17, 2002 AND OCTOBER 16, 2002)

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                                TABLE OF CONTENTS

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ARTICLE I. OFFICES...............................................................................1

            Section 1. Principal Offices.........................................................1
            Section 2. Other Offices.............................................................1

ARTICLE II. MEETINGS OF SHAREHOLDERS.............................................................1

            Section 1. Place of Meetings.........................................................1
            Section 2. Annual Meeting............................................................1
            Section 3. Special Meeting...........................................................1
            Section 4. Notice of Shareholders' Meetings..........................................2
            Section 5. Manner of Giving Notice; Affidavit of Notice..............................2
            Section 6. Quorum....................................................................3
            Section 7. Adjourned Meeting; Notice.................................................3
            Section 8. Voting....................................................................3
            Section 9. Waiver of Notice or Consent by Absent Shareholders........................4
            Section 10. Shareholder Action by Written Consent Without a Meeting..................4
            Section 11. Record Date for Shareholder Notice, Voting and Giving Consents...........5
            Section 12. Proxies..................................................................5
            Section 13. Inspectors of Election...................................................5
            Section 14. Order of Business........................................................6
            Section 15. Advance Notice of Shareholder Proposals and Director Nominations.........7

ARTICLE III. DIRECTORS...........................................................................9

            Section 1. Powers....................................................................9
            Section 2. Number and Qualification of Directors.....................................9
            Section 3. Election and Term of Office of Directors..................................9
            Section 4. Vacancies.................................................................9
            Section 5. Place of Meetings and Meetings by Telephone..............................10
            Section 6. Annual Meeting...........................................................10
            Section 7. Other Regular Meetings...................................................10
            Section 8. Special Meetings.........................................................10
            Section 9. Quorum...................................................................11
            Section 10. Waiver of Notice........................................................11
            Section 11. Adjournment.............................................................11
            Section 12. Notice of Adjournment...................................................11
            Section 13. Action Without Meeting..................................................11
            Section 14. Fees and Compensation of Directors......................................11

ARTICLE IV. COMMITTEES..........................................................................12

            Section 1. Committees of Directors..................................................12
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            Section 2. Meetings and Action of Committees........................................12

ARTICLE V. OFFICERS.............................................................................13

            Section 1. Officers.................................................................13
            Section 2. Election of Officers.....................................................13
            Section 3. Subordinate Officers.....................................................13
            Section 4. Removal and Resignation of Officers......................................13
            Section 5. Vacancies in Offices.....................................................13
            Section 6. Chairman of the Board....................................................13
            Section 7. Chief Executive Officer and President....................................13
            Section 8. Vice Presidents..........................................................14
            Section 9. Secretary................................................................14
            Section 10. Chief Financial Officer.................................................14
            Section 11. Excessive Compensation..................................................15

ARTICLE VI. INDEMNIFICATION.....................................................................15

            Section 1. Indemnification..........................................................15

ARTICLE VII. RECORDS AND REPORTS................................................................16

            Section 1. Maintenance and Inspection of Share Register.............................16
            Section 2. Maintenance and Inspection of Bylaws.....................................16
            Section 3. Maintenance and Inspection of Other Corporate Records....................16
            Section 4. Inspection by Directors..................................................17
            Section 5. Annual Report to Shareholders............................................17
            Section 6. Annual Statement of General Information..................................17

ARTICLE VIII. GENERAL CORPORATE MATTERS.........................................................17

            Section 1. Record Date for Purposes Other Than Notice and Voting....................17
            Section 2. Checks, Drafts, Evidence of Indebtedness.................................18
            Section 3. Corporate Contracts and Instruments;  How Executed.......................18
            Section 4. Certificate for Shares...................................................18
            Section 5. Lost Certificates........................................................18
            Section 6. Representation of Share of Other Corporations............................18
            Section 7. Construction and Definitions.............................................19

ARTICLE IX. AMENDMENTS..........................................................................19

            Section 1. Amendment by Shareholders................................................19
            Section 2. Amendment by Directors...................................................19

ARTICLE X. S CORPORATION........................................................................19

            Section 1. S Corporation Status.....................................................19
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                                   ARTICLE I.

                                     OFFICES

      Section 1. Principal Offices. The board of directors shall fix the
location of the principal executive office of the corporation at any place
within or outside the State of California. If the principal executive office is
located outside this state, and the has one or more business offices in this
state, the board of directors shall fix and designate a principal business
office in the State of California.

      Section 2. Other Offices. The board of directors may at any time establish
branch or subordinate offices at any place or places where the corporation is
qualified to do business.

                                  ARTICLE II.

                            MEETINGS OF SHAREHOLDERS

      Section 1. Place of Meetings. Meetings of shareholders shall be held at
any place within or outside the State of California designated by the board of
directors. In the absence of any such designation, shareholders' meetings shall
be held at the principal executive office of the corporation.

      Section 2. Annual Meeting. The annual meeting of the shareholders shall be
held each year on the third Friday in May at 10:00 a.m., or at such other time
as may be determined by the board of directors, at a location as may be
determined by the board of directors. At the annual meeting, the shareholders
shall elect a board of directors, consider reports of the affairs of the
corporation and transact such other business as may be properly brought before
the meeting.

      Section 3. Special Meeting. Special meetings of the shareholders may be
called at any time by the board of directors, the chairman of the board, the
president, a vice president, the secretary or by one or more shareholders
holding not less than one-tenth (1/10th) of the voting power of the corporation.
Except as next provided, notice shall be given as for the annual meeting.

      Upon receipt of a written request addressed to the chairman, president,
vice president or secretary, mailed or delivered personally to such office by
any person (other than the board of directors) entitled to call a special
meeting of shareholders (such request, if sent by a shareholder or shareholders,
to include the information required by Article 2, Section 15 of these bylaws),
such officer shall cause notice to be given, to the shareholders entitled to
vote, that a meeting will be held at a time requested by the person or persons
calling the meeting, not less than twenty-five (25) nor more than sixty (60)
days after the receipt of such request. If such notice is

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not given within twenty (20) days after receipt of such request, the persons
calling the meeting may give notice thereof in the manner provided by these
bylaws or apply to the Superior Court as provided in Section 305(c) of the
California Corporations Code.

      Section 4. Notice of Shareholders' Meetings. All notices of meetings of
shareholders shall be sent or otherwise given in accordance with Section 5 of
this Article II not less than ten (10) nor more than sixty (60) days before the
date of the meeting. The notice shall specify the place, date and hour of the
meeting and (i) in the case of a special meeting, the general nature of the
business to be transacted, or (ii) in the case of the annual meeting, those
matters which the board of directors, at the time of giving the notice, intends
to present for action by the shareholders. The notice of any meeting at which
directors are to be elected shall include the name of any nominee or nominees
whom, at the time of the notice, management intends to present for election.

      If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a director has a direct or indirect financial
interest, pursuant to Section 310 of the California Corporations Code, (ii) an
amendment of the articles of incorporation, pursuant to Section 902 of that
Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of
that Code, (iv) a voluntary dissolution of the corporation, pursuant to Section
1900 of that Code, or (v) a distribution in dissolution other than in accordance
with the rights of outstanding preferred shares, pursuant to Section 2007 of
that Code, the notice shall also state the general nature of that proposal.

      Section 5. Manner of Giving Notice; Affidavit of Notice. Notice of any
meeting of shareholders shall be given either personally or by first-class mail
or telegraphic or other written communication, charges prepaid, addressed to the
shareholder at the address of that shareholder appearing on the books of the
corporation or given by the shareholder to the corporation for the purpose of
notice. If no such address appears on the corporation's books or is given,
notice shall be deemed to have been given if sent to that shareholder by
first-class mail or telegraphic or other written communication to the
corporation's principal executive office, or if published at least once in a
newspaper of general circulation in the county where that office is located.
Notice shall be deemed to have been given at the time when delivered personally
or deposited in the mail or sent by telegram or other means of written
communication.

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

      An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting shall be executed by the secretary, assistant secretary or
any transfer agent of the corporation giving the notice, and shall be filed and
maintained in the minute book of the corporation.

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      Section 6. Quorum. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting of shareholders 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.

      Section 7. Adjourned Meeting; Notice. Any shareholders' meeting, annual or
special, whether or not a quorum is present, may be adjourned from time to time
by the vote of the majority of the shares represented at that meeting, either in
person or by proxy, but in the absence of a quorum, no other business may be
transacted at that meeting, except as provided in Section 6 of this Article II.

      When any meeting of shareholders, either annual or special, is adjourned
to another time or place, notice need not be given of the adjourned meeting if
the time and place are announced at a meeting at which the adjournment is taken,
unless a new record date for the adjourned meeting is fixed, or unless the
adjournment is for more than forty-five (45) days from the date set for the
original meeting, in which case the board of directors shall set a new record
date. Notice of any such adjourned meeting shall be given to each shareholder of
record entitled to vote at the adjourned meeting in accordance with the
provisions of Sections 4 and 5 of this Article II. At any adjourned meeting the
corporation may transact any business which might have been transacted at the
original meeting.

      Section 8. Voting. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with the provisions of Section 11
of this Article II, subject to the provisions of Sections 702 to 704, inclusive,
of the California Corporations Code (relating to voting shares held by a
fiduciary, in the name of a corporation or in joint ownership). The
shareholders' vote may be by voice vote or by ballot; provided, however, that
any election for directors must be by ballot if demanded by any shareholder
before the voting has begun. On any matter other than elections of directors,
any shareholder may vote part of the shares in favor of the proposal and refrain
from voting the remaining shares or vote them against the proposal, but, if the
shareholder fails to specify the number of shares which the shareholder is
voting affirmatively, it will be conclusively presumed that the shareholder's
approving vote is with respect to all shares that the shareholder is entitled to
vote. If a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on any matter (other than the
election of directors) shall be the act of the shareholders, unless the vote of
a greater number of voting by classes is required by California Corporations
Code or by the articles of incorporation.

      At a shareholders' meeting at which directors are to be elected, no
shareholder shall be entitled to cumulate votes (i.e., cast for any one or more
candidates a number of votes greater than the number of the shareholders'
shares) unless the candidates' names have been placed in nomination prior to
commencement of the voting and a shareholder has given notice prior to
commencement of the voting of the shareholder's intention to cumulate votes. If
any shareholder has given such a notice, then every shareholder entitled to vote
may cumulate votes for candidates in nomination 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 that shareholder's shares are

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entitled, or distribute the shareholder's votes on the same principle among any
or all of the candidates, as the shareholder thinks fit. The candidates
receiving the highest number of votes, up to the number of directors to be
elected, shall be elected.

      Section 9. Waiver of Notice or Consent by Absent Shareholders. The
transactions at any meeting of shareholders, either annual or special, however
called and noticed, and wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and if, either before or after the meeting, each person
entitled to vote, who was not present in person or by proxy, signs a written
waiver of notice, a consent to holding of the meeting or an approval of the
minutes. The waiver of notice or consent need not specify either the business to
be transacted or the purpose of any annual or special meeting of shareholders,
except that if action is taken or proposed to be taken for approval of any of
those matters specified in the second paragraph of Section 4 of this Article II,
the waiver of notice or consent shall state the general nature of the proposal.
All such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.

      Attendance by a person at a meeting shall also constitute a waiver of
notice of that 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 not included in the notice
of the meeting if that objection is expressly made at the meeting.

      Section 10. Shareholder Action by Written Consent Without a Meeting. Any
action which may be taken at any annual or special meeting of shareholders may
be taken without a meeting and without prior notice, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take that action at a meeting at which all shares entitled to
vote on that action were present and voted. In the case of election of
directors, such a consent shall be effective only if signed by the holders of
all outstanding shares entitled to vote for the election of directors; provided,
however, that a director may be elected at any time to fill a vacancy on the
board of directors that has not been filled by the directors, by the written
consent of the holders of a majority of the outstanding shares entitled to vote
for the election of directors. All such consents shall be filed with the
secretary of the corporation and shall be maintained in the corporate records.
Any shareholder giving a written consent, or the shareholder's proxy holders, or
a transferee of the shares or a personal representative of shareholder or their
respective proxy holders, may revoke the consent by a writing received by the
secretary of the corporation before written consents of the number of shares
required to authorize the proposed action have been filed with the secretary.

      If the consents of all shareholders entitled to vote have not been
solicited in writing, and if the unanimous written consent of all such
shareholders shall not have been received, the secretary shall given prompt
notice of the corporate action approved by the shareholders without a meeting.
This notice shall be given in the manner specified in Section 5 of this Article
II. In the case of approval of (i) contracts or transactions in which a director
has a direct or indirect financial interest, pursuant to Section 310 of the
California Corporations Code, (ii) indemnification of agents of the corporation,
pursuant to Section 317 of that Code, (iii) a

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reorganization of the corporation pursuant to Section 1201 of that Code, and
(iv) a distribution in dissolution other than in accordance with the rights of
outstanding preferred shares, pursuant to Section 2007 of that Code, the notice
shall be given at least ten (10) days before the consummation of any action
authorized by that approval.

      Section 11. Record Date for Shareholder Notice, Voting and Giving
Consents. For purposes of determining the shareholders entitled to notice of any
meeting or to vote or entitled to give consent to corporate action without a
meeting, the board of directors may fix, in advance, a record date, which shall
not be more than sixty (60) days nor less than ten (10) days before the date of
any such meeting nor more than sixty (60) days before any such action without a
meeting, and in this event only shareholders of record on the date so fixed are
entitled to notice and to vote or to give consents, 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 California Corporations
Code.

      If the board of directors does not so fix a record date:

            (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, (i) when no prior
action by the board has been taken, shall be the day on which the first written
consent is given, or (ii) when prior action of the board has been taken, shall
be at the close of business on the day on which the board adopts the resolution
relating to that action, or the sixtieth (60th) day before the date of such
other action, whichever is later.

      Section 12. Proxies. Every person entitled to vote for directors or on any
other matter shall have the right to do so either in person or by one or more
agents authorized by a written proxy signed by the person and filed with the
secretary of the corporation. A proxy shall be deemed signed if the
shareholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the shareholder or the
shareholder's attorney in fact. A validly executed proxy which does not state
that it is irrevocable shall continue in full force and effect unless (i)
revoked by the person executing it, before the vote pursuant to that proxy, by a
writing delivered to the corporation stating that the proxy is revoked, or by a
subsequent proxy executed by, or attendance at the meeting and voting in person
by, the person executing the proxy; or (ii) written notice of the death or
incapacity of the maker of that proxy is received by the corporation before the
vote pursuant to that proxy is counted; provided, however, that no proxy shall
be valid after the expiration of eleven (11) months from the date of the proxy,
unless otherwise provided in the proxy. The revocability of a proxy that states
on its face that it is irrevocable shall be governed by the provisions of
Sections 705(e) and 705(f) of the California Corporations Code.

      Section 13. Inspectors of Election. Before any meeting of shareholders,
the board of directors may appoint any persons other than nominees for office to
act as inspectors of election

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at the meeting or its adjournment. If no inspectors of election are so
appointed, the chairman of the meeting may, and on the request of any
shareholder or a shareholder's proxy shall, appoint inspectors of election at
the meeting. The number of inspectors shall be either one (1) or three (3). If
inspectors are appointed at a meeting on the request of one or more shareholders
or proxies, the holders of a majority of shares or their proxies present at the
meeting shall determine whether one (1) or three (3) inspectors are to be
appointed. If any person appointed as an inspector fails to appear or fails or
refuses to act, the chairman of the meeting may, and upon the request of any
shareholder or a shareholder's proxy shall, appoint a person to fill that
vacancy.

      These inspectors shall:

            (a) Determine the number of shares outstanding and the voting power
of each, the shares represented at the meeting, the existence of a quorum and
the authenticity, validity and effect of proxies;

            (b) Receive votes, ballots or consents;

            (c) Hear and determine all challenges and questions in any way
arising in connection with the right to vote;

            (d) Count and tabulate all votes or consents;

            (e) Determine when the polls shall close;

            (f) Determine the result; and

            (g) Do any other acts that may be proper to conduct the election or
vote with fairness to all shareholders.

      Section 14. Order of Business. The chairman of the board of directors, or
such other officer of the corporation designated by a majority of the board of
directors, will call meetings of the shareholders to order and will act as
presiding officer thereof. Unless otherwise determined by the board of directors
prior to the meeting, the presiding officer of the meeting of the shareholders
will also determine the order of business and have the authority in his or her
sole discretion to regulate the conduct of any such meeting, including without
limitation by (i) imposing restrictions on the persons (other than shareholders
of the corporation or their duly appointed proxies) who may attend any such
shareholders' meeting, (ii) ascertaining whether any shareholder or his proxy
may be excluded from any meeting of the shareholders based upon any
determination by the presiding officer, in his or her sole discretion, that any
such person has unduly disrupted or is likely to disrupt the proceedings
thereat, and (iii) determining the circumstances in which any person may make a
statement or ask questions at any meeting of the shareholders.

      At an annual meeting of the shareholders, only such business will be
conducted or considered as is properly brought before the meeting. To be
properly brought before an annual meeting, business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the board of directors, (ii) otherwise properly brought before the meeting by
the presiding officer or by or at the direction of a majority of the board of
directors,

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or (iii) otherwise properly requested to be brought before the meeting by a
shareholder of the corporation in accordance with the immediately succeeding
sentence. For business to be properly requested by a shareholder to be brought
before an annual meeting, the shareholder must (i) be a shareholder of record at
the time of the giving of the notice of such annual meeting by or at the
direction of the board of directors, (ii) be entitled to vote at such meeting,
and (iii) have given timely written notice thereof to the secretary in
accordance with Article 2, Section 15 of these bylaws.

      Nominations of persons for election as directors of the corporation may be
made at an annual meeting of shareholders only (i) by or at the direction of the
board of directors or (ii) by any shareholder who is a shareholder of record at
the time of the giving of the notice of such annual meeting by or at the
direction of the board of directors, who is entitled to vote for the election of
directors at such meeting and who has given timely written notice thereof to the
secretary in accordance with Article 2, Section 15 of these bylaws. Only persons
who are nominated in accordance with this Article 2, Section 14 will be eligible
for election at a meeting of shareholders as directors of the corporation.

      At a special meeting of shareholders, only such business may be conducted
or considered as is properly brought before the meeting. To be properly brought
before a special meeting, business must be (i) specified in the notice of the
meeting (or any supplement thereto) given by or at the direction of the chairman
of the board of directors, the president, a vice president or the secretary or
(ii) otherwise properly brought before the meeting by the presiding officer or
by or at the direction of a majority of the board of directors.

      The determination of whether any business sought to be brought before any
annual or special meeting of the shareholders is properly brought before such
meeting in accordance with this Article 2, Section 14, and whether any
nomination of a person for election as a director of the corporation at any
annual meeting of the shareholders was properly made in accordance with this
Article 2, Section 14, will be made by the presiding officer of such meeting. If
the presiding officer determines that any business is not properly brought
before such meeting, or any nomination was not properly made, he or she will so
declare to the meeting and any such business will not be conducted or considered
and any such nomination will be disregarded.

      Section 15. Advance Notice of Shareholder Proposals and Director
Nominations. To be timely for purposes of Article 2, Section 14 of these bylaws,
a shareholder's notice must be addressed to the secretary and delivered or
mailed to and received at the principal executive offices of the corporation not
less than sixty (60) nor more than ninety (90) calendar days prior to the
anniversary date of the date (as specified in the corporation's proxy materials
for its immediately preceding annual meeting of shareholders) on which the
corporation first mailed its proxy materials for its immediately preceding
annual meeting of shareholders; provided, however, that in the event the annual
meeting is called for a date that is not within thirty (30) calendar days of the
anniversary date of the date on which the immediately preceding annual meeting
of shareholders was called, to be timely, notice by the shareholder must be so
received not later than the close of business on the tenth (10th) calendar day
following the day on which public announcement of the date of the annual meeting
is first made. In no event will the public announcement of an adjournment of an
annual meeting of shareholders commence a new time period for the giving of a
shareholder's not as provided above.

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      In the case of a request by a shareholder for business to be brought
before any annual meeting of shareholders, a shareholder's notice to the
secretary must set forth as to each matter the shareholder proposes to bring
before the annual meeting (i) a description in reasonable detail of the business
desired to brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and address, as they appear on the
corporation's books, of the shareholder proposing such business and the
beneficial owner, if any, on whose behalf the proposal is made, (iii) the class
and number of shares of the corporation that are owned beneficially and of
record by the shareholder proposing such business and by the beneficial owner,
if any, on whose behalf the proposal is made, and (iv) any material interest of
such shareholder proposing such business and the beneficial owner, if any, on
whose behalf the proposal is made in such business.

      In the case of a nomination by a shareholder of a person for election as a
director of the corporation at any annual meeting of shareholders, a shareholder
notice to the secretary must set forth (i) the shareholders intent to nominate
one or more persons for election as a director of the corporation, the name of
each such nominee proposed by the shareholder giving the notice, and the reason
for making such nomination at the annual meeting, (ii) the name and address, as
they appear on the corporation's books, of the shareholder proposing such
nomination and the beneficial owner, if any, on whose behalf the nomination is
proposed, (iii) the class and number of shares of the corporation that are owned
beneficially and of record by the shareholder proposing such nomination and by
the beneficial owner, if any, on whose behalf the nomination is proposed, and
(iv) any material interest of such shareholder proposing such nomination and the
beneficial owner, if any, on whose behalf the proposal is made, (v) a
description of all arrangements or understandings between or among any of (A)
the shareholder giving the notice, (B) each nominee, and (C) any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder giving the notice, (vi) such other
information regarding each nominee proposed by the shareholder giving the notice
as would be required to be included in a proxy statement filed in accordance
with the proxy rules of the Securities and Exchange Commission had the nominee
been nominated, or intended to be nominated, by the board, and (vii) the signed
consent of each nominee proposed by the shareholder giving the notice to serve
as a director of the corporation if so elected.

      Any shareholder or shareholders seeking to call a special meeting pursuant
to Article 2, Section 3 of these bylaws shall provide information comparable to
that required by the preceding paragraphs, to the extent applicable, in any
request made pursuant to such Article and Section.

      Notwithstanding the provisions of Sections 14 and 15 of this Article 2, a
shareholder must also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder with
respect to the matters set forth in Sections 14 and 15 of this Article 2.
Nothing in Sections 14 and 15 of this Article 2 will be deemed to affect any
rights of shareholders to request inclusion of proposals in the corporation's
proxy statement in accordance with the provisions of Rule 14a-8 under the
Securities Exchange Act of 1934, as amended.

      For purposes of this Article 2, Section 15, "public announcement" means
disclosure in a press release reported by the Dow Jones News Service, Associated
Press, or comparable national news service or in a document publicly filed by
the corporation with the Securities and Exchange

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Commission pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, or furnished to shareholders.

                                  ARTICLE III.

                                    DIRECTORS

      Section 1. Powers. Subject to the provisions of the California
Corporations Code and any limitations in the articles of incorporation and these
bylaws relating to action required to be approved by the shareholders or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
board of directors.

      Section 2. Number and Qualification of Directors. The number of directors
of the corporation shall be not less than five (5) nor more than nine (9). The
exact number of directors shall be seven (7) until changed, within the limits
specified above, by a bylaw amending this Section 2, duly adopted by the board
of directors or by the shareholders. The indefinite number of directors may be
changed, or a definite number fixed without provision for an indefinite number,
by a duly adopted amendment to the articles of incorporation or by an amendment
to this bylaw duly adopted by the vote or written consent of holders of a
majority of the outstanding shares entitled to vote. No amendment may change the
stated maximum number of authorized directors to a number greater than two (2)
times the stated minimum number of directors minus one (1).

      Section 3. Election and Term of Office of Directors. Directors shall be
elected at each annual meeting by the shareholders to hold office until the next
annual meeting. Each director, including a director elected to fill a vacancy,
shall hold office until the expiration of the term for which elected and until a
successor has been elected and qualified.

      Section 4. Vacancies. Vacancies in the board of directors may be filled by
a majority of the remaining directors, though less than a quorum, or by a sole
remaining director, except that a vacancy created by the removal of a director
by the vote or written consent of the shareholders or by court order may be
filled only by the vote of a majority of the shares entitled to vote represented
by a duly held meeting at which a quorum is present, or by the written consent
of holders of a majority of the outstanding shares entitled to vote. Each
director so elected shall hold office until the next annual meeting of the
shareholders and until a successor has been elected and qualified.

      A vacancy or vacancies in the board of directors shall be deemed to exist
in the event of the death, resignation, or removal of any director, or if the
board of directors by resolution declares vacant the office of a director who
has been declared of unsound mind by an order of court or convicted of a felony,
or if the authorized number of directors is increased, or if the shareholders
fail, at any meeting of shareholders at which any director or directors are
elected, to elect the number of directors to be voted for at that meeting.

                                      -9-
<PAGE>
      The shareholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors, but any such election by
written consent shall require the consent of a majority of the outstanding
shares entitled to vote.

      Any director may resign effective on giving written notice to the chairman
of the board, the president, the secretary or the board of directors, unless the
notice specifies a later time for that resignation to become effective. If the
resignation of a director is effective at a future time, the board of directors
may elect a successor to take office when the resignation becomes effective.

      No reduction of the authorized number of directors shall have the effect
of removing any director before that director's term of office expires.

      Section 5. Place of Meetings and Meetings by Telephone. Regular meetings
of the board of directors may be held at any place within or outside the State
of California that has been designated from time to time by resolution of the
board. In the absence of such a designation, regular meetings shall be held at
the principal executive office of the corporation. Special meetings of the board
shall be held at any place within or outside the State of California that has
been designated in the notice of the meeting or, if not stated in the notice or
there is no notice, at the principal executive office of the corporation. Any
meeting, regular or special, may be held by conference telephone or similar
communication equipment, so long as all directors participating in the meeting
can hear one another, and all such directors shall be deemed to be present in
person at the meeting.

      Section 6. Annual Meeting. Immediately following each annual meeting of
shareholders, the board of directors shall hold a regular meeting for the
purpose of organization, any desired election of officers and the transaction of
other business. Notice of this meeting shall not be required.

      Section 7. Other Regular Meetings. Other regular meetings of the board of
directors shall be held without call at such time as shall from time to time be
fixed by the board of directors. Such regular meetings may be held without
notice.

      Section 8. Special Meetings. Special meetings of the board of directors
for any purpose or purposes may be called at any time by the chairman of the
board, the president, any vice president, the secretary or any two directors.

      Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the corporation. In the event that the notice
is mailed, it shall be deposited in the United States mail at least four (4)
days before the time of the holding of the meeting. In the event that the notice
is delivered personally or by telephone or telegram, it shall be delivered
personally or by telephone or to the telegraph company at least forty-eight (48)
hours before the time of the holding of the meeting. Any oral notice given
personally or by telephone may be communicated either to the director or to a
person at the office of the director who the person giving the notice has reason
to believe will promptly communicate it to the director. The notice need not
specify the purpose of the

                                      -10-
<PAGE>
meeting, or the place of the meeting if the meeting is to be held at the
principal executive office of the corporation.

      Section 9. Quorum. A majority of the authorized number of directors shall
constitute a quorum for the transaction of business, except to adjourn as
provided in Section 11 of this Article III. 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, subject to
the provisions of Section 310 of the California Corporations Code (as to
approval of contracts or transactions in which a director has a direct or
indirect material financial interest), Section 311 of that Code (as to
appointment of committees) and Section 317 of that Code (as to indemnification
of directors). A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

      Section 10. Waiver of Notice. The transaction of any meeting of the board
of directors, however called and noticed or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice if a quorum is
present and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice, a consent to holding the meeting or an
approval of the minutes. The waiver of notice or consent need not specify the
purpose of the meeting. All such waivers, consents and approvals shall be filed
with the corporate records or made a part of the minutes of the meeting. Notice
of a meeting shall also be deemed given to any director who attends the meeting
without protesting, before or at its commencement, the lack of notice to that
director.

      Section 11. Adjournment. A majority of the directors present, whether or
not constituting a quorum, may adjourn any meeting to another time and place.

      Section 12. Notice of Adjournment. Notice of the time and place of holding
a adjourned meeting need not be given, unless the meeting is adjourned for more
than twenty-four (24) hours, in which case notice of the time and place shall be
given before the time of the adjourned meeting, in the manner specified in
Section 8 of this Article III, to the directors who were not present at the time
of the adjournment.

      Section 13. 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 that
action. Such action by written consent shall have the same force and effect as a
unanimous vote of the board of directors. Such written consent or consents shall
be filed with the minutes of the proceedings of the board.

      Section 14. Fees and Compensation of Directors. Directors and members of
committees may receive such compensation, if any, for their services, and such
reimbursement of expenses, as may be fixed or determined by resolution of the
board of directors. This Section 14 shall not be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee or otherwise, and receiving compensation for those services.

                                      -11-
<PAGE>
                                  ARTICLE IV.

                                   COMMITTEES

      Section 1. Committees of Directors. 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 two (2) 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 an absent
member at any meeting of the committee. Any committee, to the extent provided in
the resolution of the board, shall have all the authority of the board, except
with respect to:

            (a) the approval of any action which, under the California
Corporations Code, also requires shareholders' approval or approval of the
outstanding shares;

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

            (c) the fixing of compensation of the directors for serving on the
board or 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 of
directors which by its express terms is not so amendable or repealable;

            (f) a distribution to the shareholders of the corporation, except at
a rate or in a periodic amount or within a price range determined by the board
of directors;

            (g) the appointment of any other committees of the board of
directors or the members of these committees.

      Section 2. Meetings and Action of Committees. Meetings and action of
committees shall be governed by, and held and taken in accordance with, the
provisions of Article III of these bylaws, Section 5 (place of meetings),
Section 7 (regular meetings), Section 8 (special meetings and notice), Section 9
(quorum), Section 10 (waiver of notice), Section 11 (adjournment), Section 12
(notice of adjournment) and Section 13 (action without meeting), with such
changes in the context of those bylaws as are necessary to substitute the
committee and its members for the board of directors and its members, except
that the time of regular meetings of committees may be determined either by
resolution of the board of directors or by resolution of the committee; special
meetings of committees may also be called by resolution of the board of
directors; and notice of special meetings of committees shall also be given to
all alternate members, who shall have the right to attend all meetings of the
committee. The board of directors may adopt rules for the government of any
committee not inconsistent with the provisions of these bylaws.

                                      -12-
<PAGE>
                                   ARTICLE V.

                                    OFFICERS

      Section 1. Officers. The officers of the corporation shall be a chief
executive officer, a president, a secretary and a chief financial officer. The
corporation may also have, at the discretion of the board of directors, a
chairman of the board, one or more 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 V. Any
number of offices may be held by the same person.

      Section 2. Election of Officers. 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 V, shall be chosen by the board of directors, and
each shall serve at the pleasure of the board, subject to the rights, if any, of
an officer under any contract of employment.

      Section 3. Subordinate Officers. The board of directors may appoint, and
may empower the chief executive officer 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 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 of Officers. Subject to the rights, if
any, of an officer under any contract of employment, any officer may be removed,
either with or without cause, by the board of directors, at any regular or
special meeting of the board, or, except in the case of an officer chosen by the
board of directors, by any officer upon whom such power of removal may be
conferred by the board of directors.

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

      Section 5. Vacancies in Offices. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these bylaws for regular appointments to that office.

      Section 6. Chairman of the Board. The chairman of the board, when such an
officer is elected, shall, if present, preside at meetings of the board of
directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the board of directors or prescribed by the
bylaws. If there is no president, the chairman of the board shall in addition be
the chief executive officer of the corporation and shall have the powers and
duties prescribed in Section 7 of this Article V.

      Section 7. Chief Executive Officer and President. Subject to such
supervisory powers, if any, as may be given by the board of directors to the
chairman of the board, when

                                      -13-
<PAGE>
such an officer is elected, 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 the officers of the
corporation. He shall preside at all meetings of the shareholders and, in the
absence of the chairman of the board, or if there be none, at all meetings of
the board of directors. He shall have the general powers and duties of
management usually vested in such an officer of a corporation, and shall have
such other powers and duties as may be prescribed by the board of directors or
the bylaws. The president shall, in the absence of the chief executive officer,
shall have all the powers of, and be subject to all the restrictions placed upon
the chief executive officer, and duties as may be prescribed by the board of
directors, or the bylaws, and the chief executive officer or the chairman of the
board.

      Section 8. Vice Presidents. In the absence or disability of the president,
the vice presidents, if any, in order of their rank as fixed by the board of
directors or, if not ranked, a 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 each of them,
respectively, by the board of directors or the bylaws, and the president or the
chairman of the board.

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

      The secretary shall keep, or cause to be kept, at the principal executive
office or at the office of the corporation's transfer agent or registrar, as
determined by resolution of the board of directors, a share register, or a
duplicate share register, showing the names of all shareholders and their
addresses, the number of 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 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, if one be adopted, 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. Chief Financial Officer. The chief financial officer shall
keep and maintain, or cause to be kept and maintained, adequate and correct
books and records of accounts of the properties and business transactions of the
corporation, 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 directors.

      The chief financial officer shall deposit all moneys and other valuables
in the name and to the credit of the corporation with such depositories 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

                                      -14-
<PAGE>
directors, shall render to the chief executive officer, and directors, whenever
they request it, an account of all his transactions as chief financial officer
and of the financial condition of the corporation, and shall have the powers and
perform such other duties as may be prescribed by the board of directors or the
bylaws.

      Section 11. Excessive Compensation. If the Internal Revenue Service
disallows as a business deduction to the corporation any part of the salary or
other compensation paid by it to any officer, director or employee, as being
excessive compensation, that part disallowed shall be repaid to the corporation
by the officer, director or employee.

                                  ARTICLE VI.

                                 INDEMNIFICATION

      Section 1. Indemnification. The corporation shall indemnify, defend and
hold harmless to the maximum extent permitted by law, each Agent (as defined
below) who is or was a party or is threatened to be made a party to or is or was
involved (as a party, witness, or otherwise) in or to any proceeding (as defined
below), whether or not by or in the right of the corporation, by reason of the
fact that such person is or was an Agent of the corporation, whether the basis
of the proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a director
or officer. Further, pursuant to provisions in the corporation's articles of
incorporation, the corporation may provide such indemnification and hold
harmless in excess of that expressly permitted by Section 317 of the California
Corporations Code for any Agent to the fullest extent permitted by applicable
law, as such law exists from time to time. The corporation may, at its option,
indemnify, defend and hold harmless each employee or other agent of the
corporation (each an "Other Agent") to the same extent described above with
respect to an Agent, or to any lesser extent.

      To the fullest extent permitted by law, the indemnification and hold
harmless provided herein shall include, but is not limited to, expenses
(including attorneys' fees), levies, costs, judgments, liability, loss, amounts
paid in settlement, penalties and fines, which were incurred or paid in
connection with, related to or arising from any proceeding; and, in the manner
provided by law, any such expenses with respect to an Other Agent may, at the
option of the corporation, and any such expenses with respect an Agent shall be
paid by the corporation in advance of the final disposition of such proceeding
upon receipt of an undertaking by or on behalf of the Agent to repay such amount
if it shall be determined ultimately that the Agent or Other Agent is not
entitled to be indemnified.

      The indemnification provided herein shall not be deemed to limit the right
of the corporation to indemnify any person to the fullest extent permitted by
law, nor shall it be deemed exclusive of any other rights to which any Agent
seeking indemnification from the corporation may be entitled under any
agreement, bylaws, 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. For purposes of this Article VI, "proceeding" shall
mean any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative; and "Agent" shall mean a
person, or a person who is the legal representative of a person, who is or was a
director or officer of the corporation or Other Agent.

                                      -15-
<PAGE>
      The corporation may, to the full extent permitted by law, purchase and
maintain insurance on behalf of any Agent or Other Agent against any liability
asserted against or incurred by the Agent or Other Agent in such capacity or
arising out of the Agent's or Other Agent's status as such whether or not the
corporation would have the power to indemnify the Agent or other Agent against
such liability under the provisions of applicable law.

                                  ARTICLE VII.

                               RECORDS AND REPORTS

      Section 1. Maintenance and Inspection of Share Register. The corporation
shall keep at its principal executive office, or at the office of its transfer
agent or registrar, if either be appointed and as determined by resolution of
the board of directors, a record of its shareholders, giving the names and
addresses of all shareholders and the number and classes of shares held by each
shareholder.

      A shareholder or shareholders of the corporation holding at least five
percent (5%) in the aggregate of the outstanding voting shares of the
corporation may (i) inspect and copy the records of shareholders' names and
addresses and shareholdings during usual business hours on five (5) days prior
written demand on the corporation, and (ii) obtain from the transfer agent of
the corporation, on written demand and on the tender of such shareholders' names
and addresses, a list of who are entitled to vote for the election of directors,
and their shareholdings, as of the most recent record date for which that list
has been compiled or as of a date specified by the shareholder after the date of
demand. This list shall be made available to any such shareholder by the
transfer agent on or before the later of five (5) days after the demand is
received or the date specified in the demand as the date as of which the list is
to be compiled. The record of shareholders shall also be open to inspection on
the written demand of any shareholder or holder of a voting trust certificate,
at any time during usual business hours, for a purpose reasonably related to the
holder's interests as a shareholder or as the holder of a voting trust
certificate. Any inspection and copying under this Section 1 may be made in
person or by an agent or attorney for the shareholder or holder of a voting
trust certificate making the demand.

      Section 2. Maintenance and Inspection of Bylaws. The corporation shall
keep at its principal executive office, or if its principal executive office is
not in the State of California, at its principal business office in this state,
the original or a copy of the 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 the State of
California and the corporation has no principal business office in this state,
the secretary shall, upon the written request of any shareholder, furnish to
that shareholder a copy of the bylaws as amended to date.

      Section 3. Maintenance and Inspection of Other Corporate Records. The
accounting books and records and minutes of proceedings of the shareholders and
the board of directors and any committee or committees of the board of directors
shall be kept at such place or places designated by the board of directors or,
in the absence of such designation, at the principal executive office of the
corporation. The minutes shall be kept in written form and the accounting books
and records shall be kept either in written form or in any other form capable of
being converted into written form. The minutes and accounting books and records
shall be open to

                                      -16-
<PAGE>
inspection upon the written demand of any shareholder or holder of a voting
trust certificate, at any reasonable time during usual business hours, for a
purpose reasonably related to the holder's interests as a shareholder or as the
holder of a voting trust certificate. The inspection may be made in person or by
an agent or attorney, and shall include the right to copy and make extracts.
These rights of inspection shall extend to the records of each subsidiary
corporation of the corporation.

      Section 4. Inspection by Directors. Every director shall have the absolute
right at any reasonable time to inspect all books, records and documents of
every kind and the physical properties of the corporation and each of its
subsidiary corporations. This inspection by a director may be made in person or
by an agent or attorney and the right of inspection includes the right to copy
and make extracts of documents.

      Section 5. Annual Report to Shareholders. The annual report to
shareholders referred to in Section 1501 of the California Corporations Code is
expressly dispensed with, but nothing herein shall be interpreted as prohibiting
the board of directors from issuing annual or other periodic reports to the
shareholders of the corporation as they consider appropriate.

      Section 6. Annual Statement of General Information. The corporation shall,
by the end of the calendar month of the anniversary date of its incorporation
each year, file with the Secretary of State of the State of California, on the
prescribed form, a statement setting forth the authorized number of directors,
the number of any vacancies on the board, the names and complete business or
residence addresses of all incumbent directors, the names and complete business
or residence addresses of the chief executive officer, secretary and chief
financial officer, the street address of its principal executive office, if the
principal executive office is not in this state, the principal business office
in this state, and the general type of business constituting the principal
business activity of the corporation, together with a designation of the agent
of the corporation for the purpose of service of process, all in compliance with
Section 1502 of the California Corporations Code.

                                 ARTICLE VIII.

                            GENERAL CORPORATE MATTERS

      Section 1. Record Date for Purposes Other Than Notice and Voting. For
purposes of determining the shareholders 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 (other than action by
shareholders by written consent without a meeting), the board of directors may
fix, in advance, a record date, which shall not be more than sixty (60) days
before any such action, and in that case only shareholders of record on the date
so fixed are entitled to receive the dividend, distribution, allotment, 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 so fixed,
except as otherwise provided in the California Corporations Code.

      If the board of directors does not so fix a record date, the record date
for determining shareholders for any such purpose shall be at the close of
business on the day on which the board

                                      -17-
<PAGE>
adopts the applicable resolution or the sixtieth (60th) day before the date of
that action, whichever is later.

      Section 2. Checks, Drafts, Evidence of Indebtedness. All checks, drafts or
other orders for payment of money, notes or other evidence of indebtedness,
issued in the name of or payable to the corporation, shall be signed or endorsed
by such person or persons and in such manner as from time to time determined by
resolution of the board of directors.

      Section 3. Corporate Contracts and Instruments; How Executed. The board of
directors, except as otherwise provided in these bylaws, 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 this authority
may be general or confined to specific instances; and, unless so authorized or
ratified by the board of directors or within the agency power of an officer, 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 render it
liable for any purpose or for any amount.

      Section 4. Certificate for Shares. A certificate or certificates for
shares of the capital stock of the corporation shall be issued to each
shareholder when any of these shares are fully paid, and the board of directors
may authorize the issuance of certificates of shares as partly paid provided
that these certificates shall state the amount of consideration to be paid for
them and the amount paid. All certificates shall be signed in the name of the
corporation by the chairman of the board or vice chairman of the board or the
chief executive officer or president or 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 or all of the signatures on the certificate may be
facsimile. In the event that any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed on a certificate shall have
ceased to be that officer, transfer agent or registrar before that certificate
is issued, it may be issued by the corporation with the same effect as if that
person were an officer, transfer agent or registrar at the date of issue.

      Section 5. Lost Certificates. Except as provided in this Section 5, no new
certificates for shares shall be issued to replace an old certificate unless the
latter is surrendered to the corporation and cancelled at the same time. The
board of directors may, in case any share certificate or certificate for any
other security is lost, stolen or destroyed, authorize the issuance of a
replacement certificate on such terms and conditions as the board may require,
including provision for indemnification of the corporation secured by a bond or
other adequate security sufficient to protect the corporation against any claim
that may be made against it, including any expense or liability on account of
the alleged loss, theft or destruction of the certificate or the issuance of the
replacement certificate.

      Section 6. Representation of Share of Other Corporations. The chairman of
the board, the president, any vice president or any other person authorized by
resolution of the board of directors or by any of the foregoing designated
officers, is authorized to vote on behalf of the corporation any and all shares
of any other corporation or corporations, foreign or domestic, standing in the
name of the corporation. The authority granted to these officers to vote or
represent on behalf of the corporation any and all shares held by the
corporation in any other

                                      -18-
<PAGE>
corporation or corporations may be exercised by any of these officers in person
or by any person authorized to do so by a proxy duly executed by these officers.

      Section 7. Construction and Definitions. Unless the context requires
otherwise, the general provisions, rules of construction and definitions in the
California Corporations Code shall govern the construction of these bylaws.
Without limiting the generality of this provision, the singular number includes
the plural, the plural number includes the singular and the term "person"
includes both a corporation and a natural person.

                                  ARTICLE IX.

                                   AMENDMENTS

      Section 1. Amendment by Shareholders. New bylaws may be adopted or these
bylaws may be amended or repealed by the vote or written consent of holders of a
majority of the outstanding shares entitled to vote; provided, however, that if
the articles of incorporation of the corporation set forth the number of
authorized directors of the corporation, the authorized number of directors may
be changed only by an amendment of the articles of incorporation.

      Section 2. Amendment by Directors. Subject to the rights of the
shareholders as provided in Section 1 of this Article IX, bylaws other than a
bylaw or an amendment of a bylaw changing the authorized number of directors may
be adopted, amended or repealed by the board of directors.

                                   ARTICLE X.

                                  S CORPORATION

      Section 1. S Corporation Status. If at any time the corporation elects to
be treated for federal or state tax purposes as an S Corporation, unless such S
election has been revoked by the affirmative action of the majority of the
shares entitled to vote on such action, the corporation will not recognize, nor
be compelled to recognize, for so long as the corporation's status as an S
Corporation continues, any transfer to whom or to which in the opinion of
counsel to the corporation could disqualify the corporation as an S Corporation.


                                      -19-