<PAGE>   1






















                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF
                                  ODWALLA, INC.



                         (ADOPTED ON DECEMBER 15, 1993)
                      (AS AMENDED THROUGH FEBRUARY 1, 1999)



<PAGE>   2

                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----
<S>                                                                                                <C>
Article I.  Offices   .......................................................................      1
         Section 1.   Principal Office.......................................................      1
         Section 2.   Other Offices..........................................................      1


Article II.  Corporate Seal..................................................................      1
         Section 3.   Corporate Seal.........................................................      1


Article III.  Shareholders' Meetings and Voting Rights.......................................      1
         Section 4.   Place of Meetings......................................................      1
         Section 5.   Annual Meetings........................................................      1
         Section 6.   Postponement of Annual Meeting.........................................      2
         Section 7.   Special Meetings.......................................................      2
         Section 8.   Notice of Meetings.....................................................      2
         Section 9.   Manner of Giving Notice................................................      3
         Section 10.  Quorum and Transaction of Business.....................................      4
         Section 11.  Adjournment and Notice of Adjourned Meetings...........................      4
         Section 12.  Waiver of Notice, Consent to Meeting or Approval of Minutes............      4
         Section 13.  Action by Written Consent Without a Meeting............................      5
         Section 14.  Voting.................................................................      6
         Section 15.  Persons Entitled to Vote or Consent....................................      6
         Section 16.  Proxies................................................................      7
         Section 17.  Inspectors of Election.................................................      7


Article IV.  Board of Directors..............................................................      8
         Section 18.  Powers.................................................................      8
         Section 19.  Number of Directors....................................................      8
         Section 20.  Election of Directors, Term, Qualifications............................      8
         Section 21.  Resignations...........................................................      9
         Section 22.  Removal................................................................      9
         Section 23.  Vacancies..............................................................      9
         Section 24.  Regular Meetings.......................................................      9
         Section 25.  Participation by Telephone.............................................     10
         Section 26.  Special Meetings.......................................................     10
         Section 27.  Notice of Meetings.....................................................     10
         Section 28.  Place of Meetings......................................................     10
         Section 29.  Action by Written Consent Without a Meeting............................     10
         Section 30.  Quorum and Transaction of Business.....................................     10
         Section 31.  Adjournment............................................................     11
         Section 32.  Organization...........................................................     11
         Section 33.  Compensation...........................................................     11
         Section 34.  Committees.............................................................     11
</TABLE>







                                                                               2
<PAGE>   3

<TABLE>
<S>                                                                                                <C>
Article V.  Officers  .......................................................................      12
         Section 35.  Officers...............................................................      12
         Section 36.  Appointment............................................................      12
         Section 37.  Inability to Act.......................................................      12
         Section 38.  Resignations...........................................................      12
         Section 39.  Removal................................................................      12
         Section 40.  Vacancies..............................................................      13
         Section 41.  Chairman of the Board..................................................      13
         Section 42.  Chief Executive Officer................................................      13
         Section 43.  President..............................................................      13
         Section 44.  Vice Presidents........................................................      13
         Section 45.  Secretary..............................................................      14
         Section 46.  Chief Financial Officer................................................      14
         Section 47.  Compensation...........................................................      15


Article VI.  Contracts, Loans, Bank Accounts, Checks and Drafts..............................      15
         Section 48.  Execution of Contracts and Other Instruments...........................      15
         Section 49.  Loans..................................................................      15
         Section 50.  Bank Accounts..........................................................      16
         Section 51.  Checks, Drafts, Etc....................................................      16


Article VII.  Certificates For Shares and Their Transfer.....................................      16
         Section 52.  Certificate for Shares.................................................      16
         Section 53.  Transfer on the Books..................................................      16
         Section 54.  Lost, Destroyed and Stolen Certificates................................      17
         Section 55.  Issuance, Transfer and Registration of Shares..........................      17


Article VIII.  Inspection Of Corporate Records...............................................      17
         Section 56.  Inspection by Directors................................................      17
         Section 57.  Inspection by Shareholders.............................................      17
         Section 58.  Written Form...........................................................      18


Article IX.  Miscellaneous...................................................................      19
         Section 59.  Fiscal Year............................................................      19
         Section 60.  Annual Report..........................................................      19
         Section 61.  Record Date............................................................      19
         Section 62.  Bylaw Amendments.......................................................      20
         Section 63.  Construction and Definition............................................      20


Article X.  Indemnification..................................................................      20
         Section 64.  Indemnification of Directors, Officers, Employees And
                        Other Agents.........................................................      20


Article XI.  Loans of Officers and Others....................................................      24
         Section 65.  Certain Corporate Loans and Guarantees.................................      24
</TABLE>






                                                                               3
<PAGE>   4

                                     BYLAWS
                                       OF
                                  ODWALLA, INC.

                         (ADOPTED ON DECEMBER 15, 1993)
                      (AS AMENDED THROUGH FEBRUARY 1, 1999)

                                    ARTICLE I

                                     OFFICES


         SECTION 1. PRINCIPAL OFFICE. The principal executive office of the
corporation shall be located at such place as the Board of Directors may from
time to time authorize. If the principal executive office is located outside
this state, and the corporation 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. Additional offices of the corporation shall
be located at such place or places, within or outside the State of California,
as the Board of Directors may from time to time authorize.


                                   ARTICLE II

                                 CORPORATE SEAL

         SECTION 3. CORPORATE SEAL. If the Board of Directors adopts a corporate
seal such seal shall have inscribed thereon the name of the corporation and the
state and date of its incorporation. If and when a seal is adopted by the Board
of Directors, such seal may be engraved, lithographed, printed, stamped,
impressed upon, or affixed to any contract, conveyance, certificate for shares
or other instrument executed by the corporation.


                                   ARTICLE III

                    SHAREHOLDERS' MEETINGS AND VOTING RIGHTS

         SECTION 4. PLACE OF MEETINGS. Meetings of shareholders shall be held at
the principal executive office of the corporation, or at any other place, within
or outside the State of California, which may be fixed either by the Board of
Directors or by the written consent of all persons entitled to vote at such
meeting, given either before or after the meeting and filed with the Secretary
of the corporation.

         SECTION 5. ANNUAL MEETINGS. The annual meeting of the shareholders of
the corporation shall be held at the hour of nine o'clock a.m. local time, on
the second Friday in December in each year if such date is not a legal holiday
observed by the corporation at its principal executive office, and if it is such
a legal holiday, then on the next succeeding full






                                                                               1
<PAGE>   5

business day at the same time. At such annual meeting directors shall be elected
and any other business may be transacted which may properly come before the
meeting.

         SECTION 6. POSTPONEMENT OF ANNUAL MEETING. The Board of Directors and
the President shall each have authority to hold at an earlier date and/or time,
or to postpone to a later date and/or time, the annual meeting of shareholders.

         SECTION 7. SPECIAL MEETINGS.

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

                    (b) Upon written request to the Chairman of the Board of
Directors, the President, any vice president or the Secretary of the corporation
by any person or persons (other than the Board of Directors) entitled to call a
special meeting of the shareholders, such officer forthwith shall cause notice
to be given to the shareholders entitled to vote, that a meeting will be held at
a time requested by the person or persons calling the meeting, such time to be
not less than thirty-five (35) nor more than sixty (60) days after receipt of
such request. If such notice is not given within twenty (20) days after receipt
of such request, the person or persons calling the meeting may give notice
thereof in the manner provided by law or in these bylaws. Nothing contained in
this Section 7 shall be construed as limiting, fixing or affecting the time or
date when a meeting of shareholders called by action of the Board of Directors
may be held.

         SECTION 8. NOTICE OF MEETINGS. Except as otherwise may be required by
law and subject to subsection 7(b) above, written notice of each meeting of
shareholders shall be given to each shareholder entitled to vote at that meeting
(see Section 15 below), by the Secretary, assistant secretary or other person
charged with that duty, not less than ten (10) (or, if sent by third class mail,
thirty (30)) nor more than sixty (60) days before such meeting.

               Notice of any meeting of shareholders shall state the date, place
and hour of the meeting and,

                    (a) in the case of a special meeting, the general nature of
the business to be transacted, and no other business may be transacted at such
meeting;

                    (b) in the case of an annual meeting, the general nature of
matters which the Board of Directors, at the time the notice is given, intends
to present for action by the shareholders;

                    (c) in the case of any meeting at which directors are to be
elected, the names of the nominees intended at the time of the notice to be
presented by management for election; and

                    (d) in the case of any meeting, if action is to be taken on
any of the following proposals, the general nature of such proposal:







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                        (1) a proposal to approve a transaction within the
provisions of California Corporations Code, Section 310 (relating to certain
transactions in which a director has a direct or indirect financial interest);

                        (2) a proposal to approve a transaction within the
provisions of California Corporations Code, Section 902 (relating to amending
the Articles of Incorporation of the corporation);

                        (3) a proposal to approve a transaction within the
provisions of California Corporations Code, Sections 181 and 1201 (relating to
reorganization);

                        (4) a proposal to approve a transaction within the
provisions of California Corporations Code, Section 1900 (winding up and
dissolution);

                        (5) a proposal to approve a plan of distribution within
the provisions of California Corporations Code, Section 2007 (relating to
certain plans providing for distribution not in accordance with the liquidation
rights of preferred shares, if any).

               At a special meeting, notice of which has been given in
accordance with this Section 8, action may not be taken with respect to
business, the general nature of which has not been stated in such notice. At an
annual meeting, action may be taken with respect to business stated in the
notice of such meeting, given in accordance with this Section 8, and, subject to
subsection 8(d) above, with respect to any other business as may properly come
before the meeting.

         SECTION 9. MANNER OF GIVING NOTICE. Notice of any meeting of
shareholders shall be given either personally or by first-class mail, or, if the
corporation has outstanding shares held of record by 500 or more persons
(determined as provided in California Corporations Code Section 605) on the
record date for such meeting, third-class mail, or telegraphic or other written
communication, 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 shall be deemed to have been duly given
without further mailing if these shall be available to the shareholder on
written demand by the shareholder at the principal executive office of the
corporation for a period of one year from the date of the giving of the notice.

               An affidavit of mailing of any notice or report in accordance
with the provisions of this Section 9, executed by the Secretary, Assistant
Secretary or any transfer agent, shall be prima facie evidence of the giving of
the notice.






                                                                               3
<PAGE>   7

         SECTION 10. QUORUM AND TRANSACTION OF BUSINESS.

                     (a) At any meeting of the shareholders, a majority of the
shares entitled to vote, represented in person or by proxy, shall constitute a
quorum. If a quorum is present, the affirmative vote of the majority of shares
represented at the meeting and entitled to vote on any matter shall be the act
of the shareholders, unless the vote of a greater number or voting by classes is
required by law or by the Articles of Incorporation, and except as provided in
subsection (b) below.

                     (b) The shareholders present at a duly called or held
meeting of the shareholders 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, provided that any action taken (other
than adjournment) is approved by at least a majority of the shares required to
constitute a quorum.

                    (c) In the absence of a quorum, no business other than
adjournment may be transacted, except as described in subsection (b) above.

         SECTION 11. ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS. Any meeting
of shareholders may be adjourned from time to time, whether or not a quorum is
present, by the affirmative vote of a majority of shares represented at such
meeting either in person or by proxy and entitled to vote at such meeting.

               In the event any meeting is adjourned, it shall not be necessary
to give notice of the time and place of such adjourned meeting pursuant to
Sections 8 and 9 of these bylaws; provided that if any of the following three
events occur, such notice must be given:

                     (a) announcement of the adjourned meeting's time and place
is not made at the original meeting which it continues or

                     (b) such meeting is adjourned for more than forty-five (45)
days from the date set for the original meeting or

                     (c) a new record date is fixed for the adjourned meeting.

               At the adjourned meeting, the corporation may transact any
business that might have been transacted at the original meeting.

         SECTION 12. WAIVER OF NOTICE, CONSENT TO MEETING OR APPROVAL OF
MINUTES.

                     (a) Subject to subsection (b) of this Section, the
transactions of any meeting of shareholders, however called and noticed, and
wherever held, shall be as valid as though made at a meeting duly held after
regular call and notice, if a quorum is present either in person or by proxy,
and if, either before or after the meeting, each of the persons entitled to vote
but not present in person or by proxy signs a written waiver of notice or a
consent to holding of the meeting or an approval of the minutes thereof.







                                                                               4
<PAGE>   8

                     (b) A waiver of notice, consent to the holding of a meeting
or approval of the minutes thereof need not specify the business to be
transacted or transacted at nor the purpose of the meeting; provided that in the
case of proposals described in subsection (d) of Section 8 of these bylaws, the
general nature of such proposals must be described in any such waiver of notice
and such proposals can only be approved by waiver of notice, not by consent to
holding of the meeting or approval of the minutes.

                     (c) All waivers, consents and approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.

                     (d) A person's attendance at a meeting shall constitute
waiver of notice of and presence at such meeting, except when such person
objects at the beginning of the meeting to 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
that are required by law or these bylaws to be in such notice (including those
matters described in subsection (d) of Section 8 of these bylaws), but are not
so included if such person expressly objects to consideration of such matter or
matters at any time during the meeting.

         SECTION 13. ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action
that may be taken at any meeting of shareholders may be taken without a meeting
and without prior notice if written consents setting forth the action so taken
are signed by the holders of the outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted.

               Directors may not be elected by written consent except by
unanimous written consent of all shares entitled to vote for the election of
directors; provided that any vacancy on the Board of Directors (other than a
vacancy created by removal) which has not been filled by the board of directors
may be filled by the written consent of a majority of outstanding shares
entitled to vote for the election of directors.

               Any written consent may be revoked pursuant to California
Corporations Code Section 603(c) prior to the time that written consents of the
number of shares required to authorize the proposed action have been filed with
the Secretary. Such revocation must be in writing and will be effective upon its
receipt by 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 give prompt
notice of any corporate action approved by the shareholders without a meeting to
those shareholders entitled to vote on such matters who have not consented
thereto in writing. This notice shall be given in the manner specified in
Section 9 of these bylaws. In the case of approval of (i) a transaction within
the provisions of California Corporations Code, Section 310 (relating to certain
transactions in which a director has an interest), (ii) a transaction within the
provisions of California Corporations Code, Section 317 (relating to
indemnification of agents of the corporation), (iii) a transaction within the
provisions of California Corporations Code, Sections 181 and 1201 (relating to
reorganization), and (iv) a plan of distribution within the provisions of
California Corporations Code, Section 2007 (relating to certain plans providing
for distribution not in accordance with the liquidation rights of






                                                                               5
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preferred shares, if any), the notice shall be given at least ten (10) days
before the consummation of any action authorized by that approval.

         SECTION 14. VOTING. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with the provisions of Section 15
of these bylaws, subject to the provisions of Sections 702 through 704 of the
California Corporations Code (relating to voting shares held by a fiduciary, in
the name of a corporation, or in joint ownership). Voting at any meeting of
shareholders need not be by ballot; provided, however, that elections for
directors must be by ballot if balloting is demanded by a shareholder at the
meeting and before the voting begins.

               Until such time as this corporation becomes a listed corporation
within the meaning of Section 301.5 of the California Corporations Code, every
person entitled to vote at an election for directors may cumulate the votes to
which such person is entitled, i.e., such person may cast a total number of
votes equal to the number of directors to be elected multiplied by the number of
votes to which such person's shares are entitled, and may cast said total number
of votes for one or more candidates in such proportions as such person thinks
fit; provided, however, no shareholder shall be entitled to so cumulate such
shareholder's votes unless the candidates for which such shareholder is voting
have been placed in nomination prior to the voting and a shareholder has given
notice at the meeting, prior to the vote, of an intention to cumulate votes. In
any election of directors, the candidates receiving the highest number of votes,
up to the number of directors to be elected, are elected.

               Except as may be otherwise provided in the Articles of
Incorporation or by law, and subject to the foregoing provisions regarding the
accumulation of votes, each shareholder shall be entitled to one vote for each
share held; provided, however, that the right to cumulative voting provided for
above shall be eliminated at such time as this corporation becomes a listed
corporation within the meaning of Section 301.5 of the California Corporations
Code.

               Any shareholder may vote part of such shareholder's shares in
favor of a proposal and refrain from voting the remaining shares or vote them
against the proposal, other than elections to office, but, if the shareholder
fails to specify the number of shares such shareholder is voting affirmatively,
it will be conclusively presumed that the shareholder's approving vote is with
respect to all shares such shareholder is entitled to vote.

               No shareholder approval, other than unanimous approval of those
entitled to vote, will be valid as to proposals described in subsection 8(d) of
these bylaws unless the general nature of such business was stated in the notice
of meeting or in any written waiver of notice.

         SECTION 15. PERSONS ENTITLED TO VOTE OR CONSENT. The Board of Directors
may fix a record date pursuant to Section 61 of these bylaws to determine which
shareholders are entitled to notice of and to vote at a meeting or consent to
corporate actions, as provided in Sections 13 and 14 of these bylaws. Only
persons in whose name shares otherwise entitled to vote stand on the stock
records of the corporation on such date shall be entitled to vote or consent.

               If no record date is fixed:

                     (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






                                       6
<PAGE>   10

next preceding the day notice is given or, if notice is waived, at the close of
business on the business day next preceding the day on which the meeting is
held;

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

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

               A determination of shareholders of record entitled to notice of
or to vote at a meeting of shareholders shall apply to any adjournment of the
meeting unless the Board of Directors fixes a new record date for the adjourned
meeting; provided, however, that the Board of Directors shall fix a new record
date if the meeting is adjourned for more than forty-five (45) days from the
date set for the original meeting.

               Shares of the corporation held by its subsidiary or subsidiaries
(as defined in California Corporations Code, Section 189(b)) are not entitled to
vote in any matter.

         SECTION 16. PROXIES. Every person entitled to vote or execute consents
may do so either in person or by one or more agents authorized to act by a
written proxy executed by the person or such person's duly authorized agent and
filed with the Secretary of the corporation; provided that no such proxy shall
be valid after the expiration of eleven (11) months from the date of its
execution unless otherwise provided in the proxy. The manner of execution,
suspension, revocation, exercise and effect of proxies is governed by law.

         SECTION 17. 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 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 majority of shares represented in
person or by proxy shall determine whether one (1) or three (3) inspectors are
to be appointed. If any person appointed as 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;







                                                                               7
<PAGE>   11

                     (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.


                                   ARTICLE IV

                               BOARD OF DIRECTORS

         SECTION 18. POWERS. Subject to the provisions of law or any limitations
in the Articles of Incorporation or these bylaws, as 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. The Board of
Directors may delegate the management of the day-to-day operation of the
business of the corporation to a management company or other person, provided
that the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised under the ultimate direction of the Board of
Directors.

         SECTION 19. NUMBER OF DIRECTORS. The authorized number of directors of
the corporation shall be not less than a minimum of five (5) nor more than a
maximum of nine (9) (which maximum number in no case shall be greater than two
times said minimum, minus one) and the number of directors presently authorized
is six (6). The exact number of directors shall be set within these limits from
time to time (a) by approval of the Board of Directors, or (b) by the
affirmative vote of a majority of the shares represented and voting at a duly
held meeting at which a quorum is present (which shares voting affirmatively
also constitute at least a majority of the required quorum) or by the written
consent of shareholders pursuant to Section 13 hereinabove.

               Any amendment of these bylaws changing the maximum or minimum
number of directors may be adopted only by the affirmative vote of a majority of
the outstanding shares entitled to vote; provided, an amendment reducing the
minimum number of directors to less than five (5), cannot be adopted if votes
cast against its adoption at a meeting or the shares not consenting to it in the
case of action by written consent are equal to more than 16-2/3 percent of the
outstanding shares entitled to vote.

               No reduction of the authorized number of directors shall remove
any director prior to the expiration of such director's term of office.

         SECTION 20. ELECTION OF DIRECTORS, TERM, QUALIFICATIONS. The directors
shall be elected at each annual meeting of shareholders to hold office until the
next annual meeting. Each director, including a director elected or appointed to
fill a vacancy, shall hold office either until the expiration of the term for
which elected or appointed and until a successor has been elected






                                                                               8
<PAGE>   12

and qualified, or until his death, resignation or removal. Directors need not be
shareholders of the corporation.

         SECTION 21. RESIGNATIONS. Any director of the corporation may resign
effective upon giving written notice to the Chairman of the Board, the
President, the Secretary or the Board of Directors of the corporation, unless
the notice specifies a later time for the effectiveness of such resignation. If
the resignation specifies effectiveness at a future time, a successor may be
elected pursuant to Section 23 of these bylaws to take office on the date that
the resignation becomes effective.

         SECTION 22. REMOVAL. The Board of Directors may declare vacant the
office of a director who has been declared of unsound mind by an order of court
or who has been convicted of a felony.

               The entire Board of Directors or any individual director may be
removed from office without cause by the affirmative vote of a majority of the
outstanding shares entitled to vote on such removal; provided, however, that
unless the entire Board is removed, no individual director may be removed when
the votes cast against such director's removal, or not consenting in writing to
such removal, would be sufficient to elect that director if voted cumulatively
at an election at which the same total number of votes cast were cast (or, if
such action is taken by written consent, all shares entitled to vote were voted)
and the entire number of directors authorized at the time of such director's
most recent election were then being elected.

         SECTION 23. VACANCIES. A vacancy or vacancies on the Board of Directors
shall be deemed to exist in case of the death, resignation or removal of any
director, or upon increase in the authorized number of directors or if
shareholders fail to elect the full authorized number of directors at an annual
meeting of shareholders or if, for whatever reason, there are fewer directors on
the Board of Directors than the full number authorized. Such vacancy or
vacancies may be filled by a majority of the remaining directors, though less
than a quorum, or by a sole remaining director. The shareholders may elect a
director at any time to fill any vacancy not filled by the directors. Any such
election by written consent, other than to fill a vacancy created by removal,
requires the consent of a majority of the outstanding shares entitled to vote.
Any such election by written consent to fill a vacancy created by removal
requires the consent of all of the outstanding shares entitled to vote.

               If, after the filling of any vacancy by the directors, the
directors then in office who have been elected by the shareholders constitute
less than a majority of the directors then in office, any holder or holders of
an aggregate of five percent (5%) or more of the shares outstanding at that time
and having the right to vote for such directors may call a special meeting of
shareholders to be held to elect the entire Board of Directors. The term of
office of any director shall terminate upon such election of a successor.

         SECTION 24. REGULAR MEETINGS. Immediately after each annual meeting of
shareholders, and at such place fixed by the Board of Directors, or if no such
place is fixed, at the place of the annual meeting, the Board of Directors shall
hold a regular meeting for the purposes of organization, the appointment of
officers and the transaction of other business. Other regular meetings of the
Board of Directors shall be held at such times, places and dates as fixed in
these bylaws or by the Board of Directors; provided, however, that if the date
for such a meeting falls on a legal holiday, then the meeting shall be held at
the same time on the next succeeding






                                                                               9
<PAGE>   13

full business day. Regular meetings of the Board of Directors held pursuant to
this Section 24 may be held without notice.

         SECTION 25. PARTICIPATION BY TELEPHONE. Members of the Board of
Directors may participate in a meeting through use of conference telephone or
similar communications equipment, so long as all members participating in such
meeting can hear one another. Such participation constitutes presence in person
at such meeting.

         SECTION 26. SPECIAL MEETINGS. Special meetings of the Board of
Directors for any purpose may be called by the Chairman of the Board or the
President or any vice president or the Secretary of the corporation or any two
(2) directors.

         SECTION 27. NOTICE OF MEETINGS. Notice of the date, time and place of
all meetings of the Board of Directors, other than regular meetings held
pursuant to Section 24 above, shall be delivered personally, orally or in
writing, or by telephone or telegraph to each director, at least forty-eight
(48) hours before the meeting, or sent in writing to each director by
first-class mail, charges prepaid, at least four (4) days before the meeting.
Such notice may be given by the Secretary of the corporation or by the person or
persons who called a meeting. Such notice need not specify the purpose of the
meeting. Notice of any meeting of the Board of Directors need not be given to
any director who signs a waiver of notice of such meeting, or a consent to
holding the meeting or an approval of the minutes thereof, either before or
after the meeting, or who attends the meeting without protesting prior thereto
or at its commencement such director's lack of notice. All such waivers,
consents and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.

         SECTION 28. PLACE OF MEETINGS. Meetings of the Board of Directors 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 of Directors.

         SECTION 29. ACTION BY WRITTEN CONSENT WITHOUT A 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 of Directors 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 of Directors. Such action
by written consent shall have the same force and effect as a unanimous vote of
such directors.

         SECTION 30. QUORUM AND TRANSACTION OF BUSINESS. A majority of the
authorized number of directors shall constitute a quorum for the transaction of
business. Every act or decision done or made by a majority of the authorized
number of directors present at a meeting duly held at which a quorum is present
shall be the act of the Board of Directors, unless the law, the Articles of
Incorporation or these bylaws specifically require a greater number. A meeting
at which a quorum is initially present may continue to transact business,
notwithstanding withdrawal of directors, if any action taken is approved by at
least a majority of the number of directors constituting a quorum for such
meeting. In the absence of a quorum at any meeting of the Board of Directors, a
majority of the directors present may adjourn the meeting, as provided in
Section 31 of these bylaws.







                                                                              10
<PAGE>   14

         SECTION 31. ADJOURNMENT. Any meeting of the Board of Directors, whether
or not a quorum is present, may be adjourned to another time and place by the
affirmative vote of a majority of the directors present. If the meeting is
adjourned for more than twenty-four (24) hours, notice of such adjournment to
another time or place shall be given prior to the time of the adjourned meeting
to the directors who were not present at the time of the adjournment.

         SECTION 32. ORGANIZATION. The Chairman of the Board shall preside at
every meeting of the Board of Directors, if present. If there is no Chairman of
the Board or if the Chairman is not present, a Chairman chosen by a majority of
the directors present shall act as chairman. The Secretary of the corporation
or, in the absence of the Secretary, any person appointed by the Chairman shall
act as secretary of the meeting.

         SECTION 33. 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 the Board of Directors.

         SECTION 34. COMMITTEES. 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 of Directors. The Board of Directors, by a vote of the
majority of authorized directors, may designate one or more directors as
alternate members of any committee, to replace any absent member at any meeting
of such committee. Any such committee shall have authority to act in the manner
and to the extent provided in the resolution of the Board of Directors, and may
have all the authority of the Board of Directors in the management of the
business and affairs of the corporation, except with respect to:

                     (a) the approval of any action for which shareholders'
approval or approval of the outstanding shares also is required by the
California Corporations Code;

                     (b) the filling of vacancies on the Board of Directors or
any of its committees;

                     (c) the fixing of compensation of directors for serving on
the Board of Directors or any of its committees;

                     (d) the adoption, amendment or repeal of these 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 shareholders, except at a rate or in
a periodic amount or within a price range determined by the Board of Directors;
or

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

               Any committee may from time to time provide by resolution for
regular meetings at specified times and places. If the date of such a meeting
falls on a legal holiday, then the meeting shall be held at the same time on the
next succeeding full business day. No







                                                                              11
<PAGE>   15

notice of such a meeting need be given. Such regular meetings need not be held
if the committee shall so determine at any time before or after the time when
such meeting would otherwise have taken place. Special meetings may be called at
any time in the same manner and by the same persons as stated in Sections 26 and
27 of these bylaws for meetings of the Board of Directors. The provisions of
Sections 25, 28, 29, 30, 31 and 32 of these bylaws shall apply to committees,
committee members and committee meetings as if the words "committee" and
"committee member" were substituted for the word "Board of Directors", and
"director", respectively, throughout such sections.


                                    ARTICLE V

                                    OFFICERS

         SECTION 35. OFFICERS. The corporation shall have a Chairman of the
Board, a Chief Executive Officer, a President, a Secretary, a Chief Financial
Officer and such other officers with such titles and duties as the Board of
Directors may determine. Any two or more offices may be held by the same person.
The Board of Directors, in its discretion, may appoint more than one person to
any office, in which case each such person individually shall have the duties
and powers of such office, unless the Board of Directors has specified a
different arrangement.

         SECTION 36. APPOINTMENT. All officers shall be chosen and appointed by
the Board of Directors; provided, however, the Board of Directors may empower
the Chief Executive Officer of the corporation to appoint such officers, other
than Chairman of the Board, President, Secretary or Chief Financial Officer, as
the business of the corporation may require. All officers shall serve at the
pleasure of the Board of Directors, subject to the rights, if any, of an officer
under a contract of employment.

         SECTION 37. INABILITY TO ACT. In the case of absence or inability to
act of any officer of the corporation or of any person authorized by these
bylaws to act in such officer's place, the Board of Directors may from time to
time delegate the powers or duties of such officer to any other officer, or any
director or other person whom it may select, for such period of time as the
Board of Directors deems necessary.

         SECTION 38. RESIGNATIONS. Any officer may resign at any time upon
written notice to the corporation, without prejudice to the rights, if any, of
the corporation under any contract to which such officer is a party. Such
resignation shall be effective upon its receipt by the Chairman of the Board,
the Chief Executive Officer, the President, the Secretary or the Board of
Directors, unless a different time is specified in the notice for effectiveness
of such resignation. The acceptance of any such resignation shall not be
necessary to make it effective unless otherwise specified in such notice.

         SECTION 39. REMOVAL. Any officer may be removed from office at any
time, with or without cause, but subject to the rights, if any, of such officer
under any contract of employment, by the Board of Directors or by any committee
to whom such power of removal has been duly delegated, or, with regard to any
officer who has been appointed by the Chief Executive Officer pursuant to
Section 36 above, by the Chief Executive Officer or any other officer upon whom
such power of removal may be conferred by the Board of Directors.







                                                                              12
<PAGE>   16

         SECTION 40. VACANCIES. A vacancy occurring in any office for any cause
may be filled by the Board of Directors, in the manner prescribed by this
Article V for initial appointment to such office.

         SECTION 41. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there
be such an officer, shall, if present, preside at all meetings of the Board of
Directors and shall exercise and perform such other powers and duties as may be
assigned from time to time by the Board of Directors or prescribed by these
bylaws. If neither a President nor a Chief Executive Officer is appointed, the
Chairman of the Board is the general manager and chief executive officer of the
corporation, and shall exercise all powers of the Chief Executive Officer
described in Section 42 below.

         SECTION 42. CHIEF EXECUTIVE OFFICER. Subject to such supervisory
powers, if any, as may be given by the Board of Directors to the Chairman of the
Board, if there be such an officer, the Chief Executive Officer shall, subject
to the control of the Board of Directors, have general supervision, direction
and control of the business, strategic direction and affairs of the corporation.
The Chief Executive Officer may sign and execute, in the name of the
corporation, any instrument authorized by the Board of Directors, except when
the signing and execution thereof shall have been expressly delegated by the
Board of Directors or by these bylaws to some other officer or agent of the
corporation. The Chief Executive Officer shall have all the general powers and
duties of management usually vested in the chief executive officer of a
corporation, and shall have such other powers and duties as may be prescribed
from time to time by the Board of Directors or these bylaws. The Chief Executive
Officer shall have discretion to prescribe the duties of other officers and
employees of the corporation in a manner not inconsistent with the provisions of
these bylaws and the directions of the Board of Directors.

         SECTION 43. PRESIDENT. The President shall, subject to the control of
the Board of Directors, report to the Chief Executive Officer and have general
supervision, direction and control of the business and departmental officers of
the corporation. The President may sign and execute, in the name of the
corporation, any instrument authorized by the Board of Directors, except when
the signing and execution thereof shall have been expressly delegated by the
Board of Directors or by these bylaws to some other officer or agent of the
corporation. The President shaft have all the general powers and duties of
management usually vested in the president of a corporation, and shall have such
other powers and duties as may be prescribed from time to time by the Board of
Directors, the Chief Executive Officer or these bylaws. The President shall have
discretion to prescribe the duties of other departmental officers and employees
of the corporation in a manner not inconsistent with the provisions of these
bylaws and the directions of the Board of Directors or the Chief Executive
Officer.

         SECTION 44. VICE PRESIDENTS. In the absence or disability of the
President, in the event of a vacancy in the office of President, or in the event
such officer refuses to act, the Vice President 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 on, the President. If at any such time the corporation
has more than one vice president, the duties and powers of the President shall
pass to each vice president in order of such vice president's rank as fixed by
the Board of Directors or, if the vice presidents are not so ranked, to the vice
president designated by the Board of Directors. The vice presidents shall have
such other powers and perform such other duties as may be prescribed for them
from time to time by the Board of Directors or pursuant to Sections 35 and 36 of
these bylaws or otherwise pursuant to these bylaws.







                                                                              13
<PAGE>   17

         SECTION 45. SECRETARY. The Secretary shall:

                     (a) Keep, or cause to be kept, minutes of all meetings of
the corporation's shareholders, Board of Directors, and committees of the Board
of Directors, if any. Such minutes shall be kept in written form.

                     (b) Keep, or cause to be kept, at the principal executive
office of the corporation, or at the office of its transfer agent or registrar,
if any, a record of the corporation's shareholders, showing the names and
addresses of all shareholders, and the number and classes of shares held by
each. Such records shall be kept in written form or any other form capable of
being converted into written form.

                     (c) Keep, or cause to be kept, at the principal executive
office of the corporation, or if the principal executive office is not in
California, at its principal business office in California, an original or copy
of these bylaws, as amended.

                     (d) Give, or cause to be given, notice of all meetings of
shareholders, directors and committees of the Board of Directors, as required by
law or by these bylaws.

                     (e) Keep the seal of the corporation, if any, in safe
custody.

                     (f) Exercise such powers and perform such duties as are
usually vested in the office of secretary of a corporation, and exercise such
other powers and perform such other duties as may be prescribed from time to
time by the Board of Directors or these bylaws.

               If any assistant secretaries are appointed, the assistant
secretary, or one of the assistant secretaries in the order of their rank as
fixed by the Board of Directors or, if they are not so ranked, the assistant
secretary designated by the Board of Directors, in the absence or disability of
the Secretary or in the event of such officer's refusal to act or if a vacancy
exists in the office of Secretary, shall perform the duties and exercise the
powers of the Secretary and discharge such duties as may be assigned from time
to time pursuant to these bylaws or by the Board of Directors.

         SECTION 46. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall:

                     (a) Be responsible for all functions and duties of the
treasurer of the corporation.

                     (b) Keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of account for the corporation.

                     (c) Receive or be responsible for receipt of all monies due
and payable to the corporation from any source whatsoever; have charge and
custody of, and be responsible for, all monies and other valuables of the
corporation and be responsible for deposit of all such monies in the name and to
the credit of the corporation with such depositories as may







                                                                              14
<PAGE>   18

be designated by the Board of Directors or a duly appointed and authorized
committee of the Board of Directors.

                     (d) Disburse or be responsible for the disbursement of the
funds of the corporation as may be ordered by the Board of Directors or a duly
appointed and authorized committee of the Board of Directors.

                     (e) Render to the Chief Executive Officer and the Board of
Directors a statement of the financial condition of the corporation if called
upon to do so.

                     (f) Exercise such powers and perform such duties as are
usually vested in the office of chief financial officer of a corporation, and
exercise such other powers and perform such other duties as may be prescribed by
the Board of Directors or these bylaws.

               If any assistant financial officer is appointed, the assistant
financial officer, or one of the assistant financial officers, if there are more
than one, in the order of their rank as fixed by the Board of Directors or, if
they are not so ranked, the assistant financial officer designated by the Board
of Directors, shall, in the absence or disability of the Chief Financial Officer
or in the event of such officer's refusal to act, perform the duties and
exercise the powers of the Chief Financial Officer, and shall have such powers
and discharge such duties as may be assigned from time to time pursuant to these
bylaws or by the Board of Directors.

         SECTION 47. COMPENSATION. The compensation of the officers shall be
fixed from time to time by the Board of Directors, and no officer shall be
prevented from receiving such compensation by reason of the fact that such
officer is also a director of the corporation.


                                   ARTICLE VI

               CONTRACTS, LOANS, BANK ACCOUNTS, CHECKS AND DRAFTS

         SECTION 48. EXECUTION OF CONTRACTS AND OTHER INSTRUMENTS. Except as
these bylaws may otherwise provide, the Board of Directors or its duly appointed
and authorized committee may authorize any officer or officers, agent or agents,
to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the corporation, and such authorization may be general or
confined to specific instances. Except as so authorized or otherwise expressly
provided in these bylaws, 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 in any amount.

         SECTION 49. LOANS. No loans shall be contracted on behalf of the
corporation and no negotiable paper shall be issued in its name, unless and
except as authorized by the Board of Directors or its duly appointed and
authorized committee. When so authorized by the Board of Directors or such
committee, any officer or agent of the corporation may effect loans and advances
at any time for the corporation from any bank, trust company or other
institution, or from any firm, corporation or individual, and for such loans and
advances may make, execute and deliver promissory notes, bonds or other
evidences of indebtedness of the corporation and, when authorized as aforesaid,
may mortgage, pledge, hypothecate or transfer any and all stocks, securities and
other property, real or personal, at any time held by the corporation, and to
that







                                                                              15
<PAGE>   19

end endorse, assign and deliver the same as security for the payment of any and
all loans, advances, indebtedness, and liabilities of the corporation. Such
authorization may be general or confined to specific instances.

         SECTION 50. BANK ACCOUNTS. The Board of Directors or its duly appointed
and authorized committee from time to time may authorize the opening and keeping
of general and/or special bank accounts with such banks, trust companies or
other depositories as may be selected by the Board of Directors, its duly
appointed and authorized committee or by any officer or officers, agent or
agents, of the corporation to whom such power may be delegated from time to time
by the Board of Directors. The Board of Directors or its duly appointed and
authorized committee may make such rules and regulations with respect to said
bank accounts, not inconsistent with the provisions of these bylaws, as are
deemed advisable.

         SECTION 51. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes, acceptances or other evidences of indebtedness
issued in the name of the corporation shall be signed by such officer or
officers, agent or agents, of the corporation, and in such manner, as shall be
determined from time to time by resolution of the Board of Directors or its duly
appointed and authorized committee. Endorsements for deposit to the credit of
the corporation in any of its duly authorized depositories may be made, without
countersignature, by the Chief Executive Officer or the President or any vice
president or the Chief Financial Officer or any assistant financial officer or
by any other officer or agent of the corporation to whom the Board of Directors
or its duly appointed and authorized committee, by resolution, shall have
delegated such power or by hand-stamped impression in the name of the
corporation.


                                   ARTICLE VII

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         SECTION 52. 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 financial
officer or by the Secretary or an assistant secretary, certifying the number of
shares and the class or series of shares owned by the shareholder. Any or all of
the signatures on the certificate may be facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were an officer, transfer
agent or registrar at the date of issue.

               In the event that the corporation shall issue any shares as only
partly paid, the certificate issued to represent such partly paid shares shall
have stated thereon the total consideration to be paid for such shares and the
amount paid thereon.

         SECTION 53. TRANSFER ON THE BOOKS. Upon surrender to the Secretary or
transfer agent (if any) of the corporation of a certificate for shares of the
corporation duly endorsed, with reasonable assurance that the endorsement is
genuine and effective, or accompanied by proper evidence of succession,
assignment or authority to transfer and upon compliance with applicable federal
and state securities laws and if the corporation has no statutory duty to
inquire into








                                                                              16
<PAGE>   20

adverse claims or has discharged any such duty and if any applicable law
relating to the collection of taxes has been complied with, it shall be the duty
of the corporation, by its Secretary or transfer agent, to cancel the old
certificate, to issue a new certificate to the person entitled thereto and to
record the transaction on the books of the corporation.

         SECTION 54. LOST, DESTROYED AND STOLEN CERTIFICATES. The holder of any
certificate for shares of the corporation alleged to have been lost, destroyed
or stolen shall notify the corporation by making a written affidavit or
affirmation of such fact. Upon receipt of said affidavit or affirmation, the
Board of Directors, or its duly appointed and authorized committee or any
officer or officers authorized by the Board so to do, may order the issuance of
a new certificate for shares in the place of any certificate previously issued
by the corporation and which is alleged to have been lost, destroyed or stolen.
However, the Board of Directors or such authorized committee, officer or
officers may require the owner of the allegedly lost, destroyed or stolen
certificate, or such owner's legal representative, to give the corporation a
bond or other adequate security sufficient to indemnify the corporation and its
transfer agent and/or registrar, if any, against any claim that may be made
against it or them on account of such allegedly lost, destroyed or stolen
certificate or the replacement thereof. Said bond or other security shall be in
such amount, on such terms and conditions and, in the case of a bond, with such
surety or sureties as may be acceptable to the Board of Directors or to its duly
appointed and authorized committee or any officer or officers authorized by the
Board of Directors to determine the sufficiency thereof. The requirement of a
bond or other security may be waived in particular cases at the discretion of
the Board of Directors or its duly appointed and authorized committee or any
officer or officers authorized by the Board of Directors so to do.

         SECTION 55. ISSUANCE, TRANSFER AND REGISTRATION OF SHARES. The Board of
Directors may make such rules and regulations, not inconsistent with law or with
these bylaws, as it may deem advisable concerning the issuance, transfer and
registration of certificates for shares of the capital stock of the corporation.
The Board of Directors may appoint a transfer agent or registrar of transfers,
or both, and may require all certificates for shares of the corporation to bear
the signature of either or both.


                                  ARTICLE VIII

                         INSPECTION OF CORPORATE RECORDS

         SECTION 56. INSPECTION BY DIRECTORS. Every director shall have the
absolute right at any reasonable time to inspect and copy all books, records,
and documents of every kind of the corporation and any of its subsidiaries and
to inspect the physical properties of the corporation and any of its
subsidiaries. Such inspection may be made by the director in person or by agent
or attorney, and the right of inspection includes the right to copy and make
extracts.

         SECTION 57. INSPECTION BY SHAREHOLDERS.

                     (a) INSPECTION OF CORPORATE RECORDS.

                         (1) A shareholder or shareholders holding at least five
(5%) percent in the aggregate of the outstanding voting shares of the
corporation or who hold at least one percent of such voting shares and have
filed a Schedule 14B with the United States







                                       17
<PAGE>   21

Securities and Exchange Commission relating to the election of directors of the
corporation shall have an absolute right to do either or both of the following:

                             (i) Inspect and copy the record of shareholders'
names and addresses and shareholdings during usual business hours upon five (5)
business days' prior written demand upon the corporation; or

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

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

                         (3) The accounting books and records and minutes of
proceedings of the shareholders and the Board of Directors and of any committees
of the Board of Directors of the corporation and of each of its subsidiaries
shall be open to inspection, copying and making extracts upon written demand on
the corporation of any shareholder or holder of a voting trust certificate at
any reasonable time during usual business hours, for a purpose reasonably
related to such holder's interests as a shareholder or as a holder of such
voting trust certificate.

                         (4) Any inspection, copying and making of extracts
under this subsection (a) may be done in person or by agent or attorney.

                     (b) INSPECTION OF BYLAWS. The original or a copy of these
bylaws shall be kept as provided in Section 45 of these bylaws and shall be open
to inspection by the shareholders at all reasonable times during office hours.
If the principal executive office of the corporation is not in California, and
the corporation has no principal business office in the state of California, a
current copy of these bylaws shall be furnished to any shareholder upon written
request.

         SECTION 58. WRITTEN FORM. If any record subject to inspection pursuant
to Section 57 above is not maintained in written form, a request for inspection
is not complied with unless and until the corporation at its expense makes such
record available in written form.







                                                                              18
<PAGE>   22

                                   ARTICLE IX

                                  MISCELLANEOUS

         SECTION 59. FISCAL YEAR. Unless otherwise fixed by resolution of the
Board of Directors, the fiscal year of the corporation shall end on the 31st day
of August in each calendar year.

         SECTION 60. ANNUAL REPORT.

                     (a) Subject to the provisions of Section 60(b) below, the
Board of Directors shall cause an annual report to be sent to each shareholder
of the corporation in the manner provided in Section 9 of these bylaws not later
than one hundred twenty (120) days after the close of the corporation's fiscal
year. Such report shall include a balance sheet as of the end of such fiscal
year and an income statement and statement of changes in financial position for
such fiscal year, accompanied by any report thereon of independent accountants
or, if there is no such report, the certificate of an authorized officer of the
corporation that such statements were prepared without audit from the books and
records of the corporation. When there are more than 100 shareholders of record
of the corporation's shares, as determined by Section 605 of the California
Corporations Code, additional information as required by Section 1501(b) of the
California Corporations Code shall also be contained in such report, provided
that if the corporation has a class of securities registered under Section 12 of
the United States Securities Exchange Act of 1934, that Act shall take
precedence. Such report shall be sent to shareholders at least fifteen (15) (or,
if sent by third-class mail, thirty-five (35)) days prior to the next annual
meeting of shareholders after the end of the fiscal year to which it relates.

                     (b) If and so long as there are fewer than 100 holders of
record of the corporation's shares, the requirement of sending of an annual
report to the shareholders of the corporation is hereby expressly waived.

         SECTION 61. RECORD DATE. The Board of Directors may fix a time in the
future as a record date for the determination of the shareholders entitled to
notice of or to vote at any meeting 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 change, conversion or exchange of shares
or entitled to exercise any rights in respect of any other lawful action. The
record date so fixed shall not be more than sixty (60) days nor less than ten
(10) days prior to the date of the meeting nor more than sixty (60) days prior
to any other action or event for the purpose of which it is fixed. If no record
date is fixed, the provisions of Section 15 of these bylaws shall apply with
respect to notice of meetings, votes and consents and the record date for
determining shareholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolutions relating
thereto, or the sixtieth (60th) day prior to the date of such other action or
event, whichever is later.

               Only shareholders of record at the close of business on the
record date shall be entitled to notice and to vote or to receive the dividend,
distribution or allotment of rights or to exercise the rights, as the case may
be, notwithstanding any transfer of any shares on the books of the corporation
after the record date, except as otherwise provided in the Articles of
Incorporation, by agreement or by law.







                                                                              19
<PAGE>   23

         SECTION 62. BYLAW AMENDMENTS. Except as otherwise provided by law or
Section 19 of these bylaws, these bylaws may be amended or repealed by the Board
of Directors or by the affirmative vote of a majority of the outstanding shares
entitled to vote, including, if applicable, the affirmative vote of a majority
of the outstanding shares of each class or series entitled by law or the
Articles of Incorporation to vote as a class or series on the amendment or
repeal or adoption of any bylaw or bylaws; provided, however, after issuance of
shares, a bylaw specifying or changing a fixed number of directors or the
maximum or minimum number or changing from a fixed to a variable board or vice
versa may only be adopted by approval of the outstanding shares as provided
herein.

         SECTION 63. CONSTRUCTION AND DEFINITION. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions
contained in the California Corporations Code shall govern the construction of
these bylaws.

               Without limiting the foregoing, "shall" is mandatory and "may" is
permissive.


                                    ARTICLE X

                                 INDEMNIFICATION

         SECTION 64. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER
AGENTS.

                     (a) DIRECTORS AND EXECUTIVE OFFICERS. The corporation shall
indemnify its directors and executive officers to the fullest extent not
prohibited by the California General Corporation Law; provided, however, that
the corporation may limit the extent of such indemnification by individual
contracts with its directors and executive officers; and, provided, further,
that the corporation shall not be required to indemnify any director or
executive officer in connection with any proceeding (or part thereof) initiated
by such person or any proceeding by such person against the corporation or its
directors, officers, employees or other agents unless (i) such indemnification
is expressly required to be made by law, (ii) the proceeding was authorized by
the board of directors of the corporation or (iii) such indemnification is
provided by the corporation, in its sole discretion, pursuant to the powers
vested in the corporation under the California General Corporation Law.

                     (b) OTHER OFFICERS, EMPLOYEES AND OTHER AGENTS. The
corporation shall have the power to indemnify its other officers, employees and
other agents as set forth in the California General Corporation Law.

                     (c) DETERMINATION BY THE CORPORATION. Promptly after
receipt of a request for indemnification hereunder (and in any event within 90
days thereof) a reasonable, good faith determination as to whether
indemnification of the director or executive officer is proper under the
circumstances because such director or executive officer has met the applicable
standard of care shall be made by:

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







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<PAGE>   24

                         (2) if such quorum is not obtainable, by independent
legal counsel in a written opinion; or

                         (3) approval or ratification by the affirmative vote of
a majority of the shares of this corporation represented and voting at a duly
held meeting at which a quorum is present (which shares voting affirmatively
also constitute at least a majority of the required quorum) or by written
consent of a majority of the outstanding shares entitled to vote; where in each
case the shares owned by the person to be indemnified shall not be considered
entitled to vote thereon.

                     (d) GOOD FAITH.

                         (1) For purposes of any determination under this bylaw,
a director or executive officer shall be deemed to have acted in good faith and
in a manner he reasonably believed to be in the best interests of the
corporation and its shareholders, and, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe that his conduct was
unlawful, if his action is based on information, opinions, reports and
statements, including financial statements and other financial data, in each
case prepared or presented by:

                             (i) one or more officers or employees of the
corporation whom the director or executive officer believed to be reliable and
competent in the matters presented;

                             (ii) counsel, independent accountants or other
persons as to matters which the director or executive officer believed to be
within such person's professional competence; and

                             (iii) with respect to a director, a committee of
the Board upon which such director does not serve, as to matters within such
committee's designated authority, which committee the director believes to merit
confidence; so long as, in each case, the director or executive officer acts
without knowledge that would cause such reliance to be unwarranted.

                         (2) 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 he reasonably believed to be in the best
interests of the corporation and its shareholders or that he had reasonable
cause to believe that his conduct was unlawful.

                         (3) The provisions of this paragraph (d) shall not be
deemed to be exclusive or to limit in any way the circumstances in which a
person may be deemed to have met the applicable standard of conduct set forth by
the California General Corporation Law.

                     (e) EXPENSES. The corporation shall advance, prior to the
final disposition of any proceeding, promptly following request therefor, all
expenses incurred by any director or executive officer in connection with such
proceeding upon receipt of an undertaking by or on behalf of such person to
repay said amounts if it shall be determined ultimately that such person is not
entitled to be indemnified under this bylaw or otherwise.







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<PAGE>   25

               Notwithstanding the foregoing, unless otherwise determined
pursuant to paragraph (f) of this bylaw, no advance shall be made by the
corporation if a determination is reasonably and promptly made by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to the proceeding (or, if no such quorum exists, by independent legal
counsel in a written opinion) that the facts known to the decision-making party
at the time such determination is made demonstrate clearly and convincingly that
such person acted in bad faith or in a manner that such person did not believe
to be in the best interests of the corporation and its shareholders.

                     (f) ENFORCEMENT. Without the necessity of entering into an
express contract, all rights to indemnification and advances to directors and
executive officers under this bylaw shall be deemed to be contractual rights and
be effective to the same extent and as if provided for in a contract between the
corporation and the director or executive officer. Any right to indemnification
or advances granted by this bylaw to a director or executive officer shall be
enforceable by or on behalf of the person holding such right in the forum in
which the proceeding is or was pending or, if such forum is not available or a
determination is made that such forum is not convenient, in any court of
competent jurisdiction if (i) the claim for indemnification or advances is
denied, in whole or in part, or (ii) no disposition of such claim is made within
ninety (90) days of request therefor. The claimant in such enforcement action,
if successful in whole or in part, shall be entitled to be paid also the expense
of prosecuting his claim. The corporation shall be entitled to raise as a
defense to any such action that the claimant has not met the standards of
conduct that make it permissible under the California General Corporation Law
for the corporation to indemnify the claimant for the amount claimed. Neither
the failure of the corporation (including its board of directors, independent
legal counsel or its shareholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he has met the applicable standard of conduct set
forth in the California General Corporation Law, nor an actual determination by
the corporation (including its board of directors, independent legal counsel or
its shareholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that claimant
has not met the applicable standard of conduct.

                     (g) NON-EXCLUSIVITY OF RIGHTS. To the fullest extent
permitted by the corporation's Articles of Incorporation and the California
General Corporation Law, the rights conferred on any person by this bylaw shall
not be exclusive of any other right that such person may have or hereafter
acquire under any statute, provision of the Articles of Incorporation, bylaws,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding office. The corporation is specifically authorized to enter into
individual contracts with any or all of its directors, officers, employees or
agents respecting indemnification and advances, to the fullest extent permitted
by the California General Corporation Law and the corporation's Articles of
Incorporation.

                     (h) SURVIVAL OF RIGHTS. The rights conferred on any person
by this bylaw shall continue as to a person who has ceased to be a director or
executive officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.







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<PAGE>   26

                     (i) INSURANCE. The corporation, upon approval by the board
of directors, may purchase insurance on behalf of any person required or
permitted to be indemnified pursuant to this bylaw.

                     (j) AMENDMENTS. Any repeal or modification of this bylaw
shall only be prospective and shall not affect the rights under this bylaw in
effect at the time of the alleged occurrence of any action or omission to act
that is the cause of any proceeding against any agent of the corporation.

                     (k) EMPLOYEE BENEFIT PLANS. The corporation shall indemnify
the directors and officers of the corporation who serve at the request of the
corporation as trustees, investment managers or other fiduciaries of employee
benefit plans to the fullest extent permitted by the California General
Corporation Law.

                     (l) SAVING CLAUSE. If this bylaw or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the corporation shall nevertheless indemnify each director and executive officer
to the fullest extent permitted by any applicable portion of this bylaw that
shall not have been invalidated, or by any other applicable law.

                     (m) CERTAIN DEFINITIONS. For the purposes of this bylaw,
the following definitions shall apply:

                         (1) The term "PROCEEDING" shall be broadly construed
and shall include, without limitation, the investigation, preparation,
prosecution, defense, settlement and appeal of any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative.

                         (2) The term "EXPENSES" shall be broadly construed and
shall include, without limitation, court costs, attorneys' fees, witness fees,
fines, amounts paid in settlement or judgment and any other costs and expenses
of any nature or kind incurred in connection with any proceeding, including
expenses of establishing a right to indemnification under this bylaw or any
applicable law.

                         (3) The term the "CORPORATION" shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees or agents, so that any person who
is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this bylaw with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

                         (4) References to a "DIRECTOR," "OFFICER," "EMPLOYEE"
or "AGENT" of the corporation shall include, without limitation, situations
where such person is or was serving at the request of the corporation as a
director, officer, employee, trustee or agent of another corporation,
partnership, joint venture, trust or other enterprise.









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<PAGE>   27

                                   ARTICLE XI

                          LOANS OF OFFICERS AND OTHERS

         SECTION 65. CERTAIN CORPORATE LOANS AND GUARANTIES. If the corporation
has outstanding shares held of record by 100 or more persons on the date of
approval by the Board of Directors, the corporation may make loans of money or
property to, or guarantee the obligations of, any officer of the corporation or
its parent or any subsidiary, whether or not a director of the corporation or
its parent or any subsidiary, or adopt an employee benefit plan or plans
authorizing such loans or guaranties, upon the approval of the Board of
Directors alone, by a vote sufficient without counting the vote of any
interested director or directors, if the Board of Directors determines that such
a loan or guaranty or plan may reasonably be expected to benefit the
corporation. Notwithstanding the foregoing, the corporation shall have the power
to make loans permitted by the California Corporations Code.





































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