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                                                                   EXHIBIT 3(ii)


                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                                 @POS.COM, INC.

                      (FORMERLY, MOBINETIX SYSTEMS, INC.)
                            (A Delaware corporation)

                                   ARTICLE I

                                    Offices


        SECTION 1. Registered Office. The registered office of the Corporation
within the State of Delaware shall be in the City of Dover, County of Kent.

        SECTION 2. Other Offices. The Corporation may also have an office or
offices other than said registered office at such place or places, either within
or without the State of Delaware, as the Board of Directors shall from time to
time determine or the business of the Corporation may require.

                                   ARTICLE II

                            Meetings of Stockholders

        SECTION 1. Place of Meetings. All meeting of the stockholders for the
election of directors or for any other purpose shall be held at any such place,
either within or without the State of Delaware, as shall be designated from time
to time by the Board of Directors and stated in the notice of meeting or in a
duly executed waiver thereof.

        SECTION 2. Annual Meeting. The annual meeting of the stockholders shall
be held at such date and time as shall be designated from time to time by the
Board of Directors and stated in the notice of meeting or in a duly executed
waiver thereof. At such annual meeting, the stockholders shall elect a Board of
Directors and transact such other business as may properly be brought before the
meeting.

        SECTION 3. Special Meetings. Special meetings of the shareholders may be
called by a majority of the Board of Directors, the Chairman of the Board, and
President, or, upon written request, a majority of the shareholders.

        SECTION 4. Notice of Meetings. Except as otherwise expressly required by
statute, written notice of each annual and special meeting of the stockholders
stating the date, place and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be given
to each stockholder of record entitled to vote thereat not less than ten (10) or
more than sixty (60) days before the date of the meeting. Business transacted at


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any special meeting of stockholders shall be limited to the purposes stated in
the notice. Notice shall be given personally or by mail, and, if by mail, shall
be sent in a postage prepaid envelope, addressed to the stockholder at his
address as it appears on the records of the Corporation. Notice by mail shall be
deemed given at the time when the same shall be deposited in the United States
mail, postage prepaid. Notice of any meeting shall not be required to be given
to any person who attends such meeting, except when such person attends the
meeting in person or by proxy for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened, or who, either before of after the meeting,
shall submit a signed written waiver of notice, in person or by proxy. Neither
the business to be transacted at, nor the purpose of, an annual or special
meeting or stockholders need be specified in any written waiver of notice.

        SECTION 5. List of Stockholders. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before each
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, showing the address of and the
number of shares registered in the name of each stockholder. Such list shall be
open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten (10) days
prior to the meeting, either at a place within the city, town or village where
the meeting is to be held, which place shall be specified in the notice of
meeting, or, if not specified, at the place where the meeting is to be held. The
list shall be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present.

        SECTION 6. Quorum, Adjournments. The holders of a majority of the voting
power of the issued and outstanding stock of the Corporation entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum
for the transaction of business at all meeting of stockholders, except as
otherwise provided by statute or by the Certificate of Incorporation. If,
however, such quorum shall not be present or represented by proxy at any meeting
of stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented by proxy. At such adjourned meeting at which a
quorum shall be present or represented by proxy, any business may be transacted
which might have been transacted at the meeting as originally called. If the
adjournment is for more than thirty days, or, if after adjournment a new record
date is set, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

        SECTION 7. Organization. At each meeting of the stockholders, the
Chairman of the Board, if one shall have been elected, or in his absence or if
one shall not have been elected, the President shall act as chairman of the
meeting. The Secretary, or in his absence or inability to act, the person whom
the chairman of the meeting shall appoint secretary of the meeting, shall act as
secretary of the meeting and keep the minutes thereof.

        SECTION 8. Order of Business. The order of business at all meeting of
the stockholders shall be as determined by the chairman of the meeting.

        SECTION 9. Voting. Except as otherwise provided by statute or the
Certificate of Incorporation, each stockholder of the Corporation shall be
entitled at each meeting of the


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stockholders to one vote for each of capital stock of the Corporation standing
in his name of the record of stockholders of the Corporation:

               (a) on the date fixed pursuant to the provisions of Section 6 of
Article V of these By-Laws as the record date for the determination of the
stockholders who shall be entitled to notice of and to vote at such meeting; or

               (b) if no such record date shall have been so fixed, then at the
close of business on the date next preceding the day on which notice thereof
shall be given, or, if notice is waived, at the close of business on the date
next preceding the date on which the meeting is held.

        Each stockholder entitled to vote at any meeting of the stockholders may
authorize another person or persons to act for him by a proxy signed by such
stockholder or his attorney-in-fact but no proxy shall be voted after three
years from its date, unless the proxy provides for a longer period. Any such
proxy shall be delivered to the secretary of the meeting at or prior to the time
designated in the order of business for so delivering such proxies. When a
quorum is present at any meeting, the vote of the holders of a majority of the
voting power of the issued and outstanding stock of the Corporation entitled to
vote thereon, present in person or represented by proxy, shall decide any
question brought before such meeting, unless the question is one upon which by
express provision of statute or of the Certificate of Incorporation or of these
By-Laws, a different vote is required, in which case such express provision
shall govern and control the decision of such question. Unless required by
statute, or determined by the chairman of the meeting to be advisable, the vote
on any question need not be by ballot. On a vote by ballot, each ballot shall be
signed by the stockholder voting, or by his proxy, if there be such proxy, and
shall state the number of shares voted.

        If the Certificate of Incorporation grants to any class or series of
stock the right to vote on any matter as a separate class or series, all
references in these By-Laws to a vote of the stockholders of the Corporation
shall refer to the requisite vote of the particular class or series, voting
separately as a class or series, required by the Certificate of Incorporation in
addition to the requisite vote of all of the stockholders.

        SECTION 10. Inspectors. The Board of Directors may, in advance of any
meeting of stockholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. If any of the inspectors so appointed shall fail to
appear, the chairman of the meeting shall, or if inspectors shall not have been
appointed, the chairman of the meeting any, appoint one or more inspectors. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The inspectors
shall determine the number of shares of capital stock of the Corporation
outstanding and the voting power of each, the number of shares represented at
the meeting, the existence of a quorum, the validity and effect of proxies, and
shall receive votes, ballots or consent, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the results, and do such acts as are
proper to conduct the election or vote with fairness to all stockholders. On
request of the chairman of the meeting, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall execute
a certificate of any fact found by them. No director or candidate for the office
of director shall act as an inspector of an election of directors. Inspectors
need not be stockholders.


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        SECTION 11. Action by Consent. Whenever the vote of stockholders at a
meeting thereof is required or permitted to be taken for on in connection with
any corporate action, by any provision of statute or of the Certificate of
Incorporation or of these By-Laws, the meeting and vote of stockholders may be
dispensed with, and the action taken without such meeting and vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number if votes that would be
necessary to authorize or take such action at a meeting at which all shares of
stock of the Corporation entitled to vote thereon were present and voted. Notice
of such action shall be given to those stockholders who did not consent in
writing pursuant to Section 228 of the Delaware General Corporation Law.

                                  ARTICLE III

                               Board of Directors

        SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors. The Board
of Directors may exercise all such authority and powers of the Corporation and
do all such lawful acts and things as are not by statue or the Certificate of
Incorporation directed or required to be exercised or done by the stockholders.

        SECTION 2. Number, Qualifications, Election and Term of Office. The
number of directors constituting the initial Board of Directors shall be six
(6). Thereafter, the number of directors may be fixed, from time to time, by the
affirmative vote of a majority of the entire Board of Directors or by action of
the stockholders of the Corporation, subject to any right granted by the
Certificate of Incorporation to the holders of a class or series of stock to
elect one or more Directors voting separately as a class. Any decrease in the
number of directors shall be effective at the time of the next succeeding annual
meeting of the stockholders unless there shall be vacancies in the Board of
Directors, in which case such decrease may become effective at any time prior to
the next succeeding annual meeting to the extent of the number of such
vacancies. Directors need not be stockholders. Except as otherwise provided by
statute or these By-Laws, the directors (other than members of the initial Board
of Directors) shall be elected at the annual meeting of the stockholders. Each
director shall hold office until his successor shall have been elected and
qualified, or until his death, or until he shall have resigned, or have been
removed, as hereinafter provided in these By-Laws.

        SECTION 3. Place of Meeting Meetings of the Board of Directors shall be
held at such place or places, within or without the State of Delaware, as the
Board of Directors may from time to time determine or as shall be specified in
the notice of any such meeting.

        SECTION 4. Election of Directors. At each meeting of the stockholders
for the election of directors, the persons receiving the greatest number of
votes shall be the directors, subject to any right granted by the Certificate of
Incorporation to the holders of a class or series of stock to elect one or more
Directors voting separately as a class.


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        SECTION 5. Nominations.

               5.1 Nominations for the election of directors may be made by the
Board of Directors or by any stockholder entitled to vote for the election of
directors; provided that nominations for a director who, pursuant to the
Certificate of Incorporation, is to be elected by the holder of a separate class
or series of stock, may only be made by a holder of such class or series of
stock.

               5.2 Such nominations, if not made by the Board of Directors,
shall be made by notice in writing, delivered or mailed by first class United
States mail, postage prepaid, to the secretary of the corporation not less than
14 days nor more than 50 days prior to any meeting of the stockholders called
for the election of directors; provided, however, that if less than 20 days
notice of the meeting is given to stockholders, such written notice shall be
delivered or mailed, as prescribed, to the secretary of the corporation not
later than the close of the seventh day following the day on which notice of the
meeting was mailed to stockholders. Each such notice shall set forth (i) the
name, age, business address and, if know, residence address of each nominee
proposed in such notice, (ii) the principal occupation or employment or each
such nominee, and (iii) the number of shares of stock of the corporation which
are beneficially owned by each such nominee.

               5.3 Notice of nominations which are proposed by the Board of
Directors shall be given on behalf of the Board by the chairman of the meeting.

               5.4 The chairman of the meeting may, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded.

        SECTION 6. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transactions of other
business, as soon as practicable after each annual meeting of the stockholders,
on the same day and at the same place where such annual meeting shall be held.
Notice of such meeting need not be given. In the event such annual meeting is
not so held, the annual meeting of the Board of Directors may be held at such
other time or place (within or without the State of Delaware) as shall be
specified in a notice thereof given as hereinafter provided in Section 9 of this
Article III.

        SECTION 7. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of Directors may fix. If any
day fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be held on that
day shall be held at the same hour on the next succeeding business day. Notice
of regular meetings of the Board of Directors need not be given except as
otherwise required by statue or these By-Laws.

        SECTION 8. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, if one shall have been elected, or
by two or more directors of the Corporation or by the President.

        SECTION 9. Notice of Meeting. Notice of each special meeting of the
Board of Directors (and of each regular meeting for which notice shall be
required) shall be given, by the


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Secretary as hereinafter provided in this Section 9, in which notice shall be
stated the time and place of the meeting. Notice of each such meeting shall be
mailed, postage prepaid, to each director, addressed to him at his residence or
usual place of business, by first-class mail, at least five days before the day
on which such meeting is to be held, or shall be sent addressed to him at such
place by telegraph, cable, telex, telecopier or other similar means, at least
forty-eight hours before the time at which such meeting is to be held. Notice of
any such meeting need not be given to any director who shall, either before or
after the meeting, submit a signed waiver of notice or who shall attend such
meeting, except when he shall attend for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.

        SECTION 10. Quorum and Manner of Acting. At all meetings of the Board of
Directors, a majority of the Directors then in office, but in no event less than
one third of the entire Board of Directors, shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors and, except as
otherwise expressly required by statute or the Certificate of Incorporation or
these Bylaws, the act of a majority of the Directors present thereat may adjourn
such meeting to another time and place. Notice of the time and place of any such
adjourned meeting shall be given to the directors unless such time and place
were announced at the meeting at which the adjournment was taken, in which case
such notice shall only be given to the directors who were not present thereat.
At any adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally called.
The directors shall act only as a Board and the individual directors shall have
no power as such.

        SECTION 11. Organization. At each meeting of the Board of Directors, the
Chairman of the Board, if one shall have been elected, or, in the absence of the
Chairman of the Board or if one shall not have been elected, the President (or,
in his absence, another director chosen by a majority of the directors present)
shall act as chairman of the meeting and preside thereat. The Secretary, or, in
his absence, any person appointed by the Chairman shall act as secretary of the
meeting and keep the minutes thereof.

        SECTION 12. Resignations. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Corporation. Any
such resignation shall take effect at the time specified or, if the time when it
shall become effective shall not be specified therein, immediately upon its
receipt. Unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

        SECTION 13. Vacancies. Sole power to fill vacancies and newly created
directorships resulting from any increase in the authorized number of Directors
shall be vested in the Board of Directors through action by a majority of the
Directors then in office, though less than a quorum, or by a sole remaining
Director, and each Director so chosen shall hold office until the next annual
election at which the term of the class to which they have been elected expires
or until such Director's successor is duly elected and qualified or until such
Director's earlier resignation, removal from office, death or incapacity,
provided, however, that whenever the stockholders of any class or series are
entitled to elect one or more Directors pursuant to the Certificate of
Incorporation, any vacancy in the directorships of such class or series may be
filled only by majority vote of such class or series of stock at a regular or
special meeting or by written consent of a majority of the holders of such class
or series.


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        SECTION 14. Removal of Directors. Except as otherwise provided by
statute, any director may be removed, either with or without cause, at any time
by the stockholders, at a special meeting thereof; provided that any Director
entitled to be elected by a separate class or series of stock may only be
removed by a vote of the holders of such separate class or series of stock.
Except as otherwise provided by statute, any director may be removed for cause
by the Board of Directors at a special meeting thereof.

        SECTION 15. Compensation. The Board of Directors shall serve without
compensation. Said Directors will be reimbursed for expenses incurred for
services rendered to the Corporation.

        SECTION 16. Committees. The Board of Directors may, by resolution passed
by a majority of the entire Board of Directors, designate one or more
committees, including any executive committee, each committee to consist of
three or more of the directors of the Corporation. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent member at any meeting of the committee. Except to the extent
restricted by statute or the Certificate of Incorporation, each such committee,
to the extent provided in the resolution creating it, shall have and such
committee shall serve at the pleasure of the Board of Directors and have such
name as may be determined from time to time to be affixed to all papers which
require it. Each such committee shall serve at the pleasure of the Board of
Directors and have such name as may be determined from time to time by
resolution adopted by the Board of Directors. Each committee shall keep regular
minutes of its meetings and report the same to the Board of Directors.

        SECTION 17. Action by Consent. Unless restricted by the Certificate of
Incorporation, any action required or permitted to be taken by the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board of Directors or such committee consent in writing to the adoption
of a resolution authorizing the action. The resolution and the written consents
thereto by the members of the Board of Directors or such committee shall be
filed with the minutes of the proceedings of the Board of Directors or such
committee.

        SECTION 18. Telephonic Meeting. Unless restricted by the Certificate of
Incorporation, any one or more members of the Board of Directors or any
committee thereof may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at a
meeting.

                                   ARTICLE IV

                                    Officers

        SECTION 1. Number and Qualifications. The officer of the Corporation
shall be elected by the Board of Directors and shall include the President, one
or more Vice-Presidents, the Secretary, the Treasurer, the Chairman of the Board
of Directors, and the Vice-Chairman of the Board of Directors. If the Board of
Directors wishes it may also elect other officers (including one or more
Assistant Treasurers and one or more Assistant Secretaries), as may be


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necessary or desirable for the business of the Corporation. Any two or more
offices may be held by the same person, except the offices of President and
Secretary; provided, however, that such two offices may be held by the same
person if all of the outstanding shares of the Corporation are owned by such
person. Each officer shall hold office until the first meeting of the Board of
Directors following the next annual meeting of the stockholders, and until his
successors shall have been elected and shall have qualified, or until his death,
or until he shall have resigned or have been removed, as hereinafter provided in
these By-Laws.

        SECTION 2. Resignations. Any officer of the Corporation may resign at
any time by giving written notice of his resignation to the Board of Directors
or the Chairman of the Board or the President or the Secretary. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon its
receipt. Unless otherwise specified therein, the acceptance of any such
resignation shall not be necessary to make it effective.

        SECTION 3. Removal. Any officer of the Corporation may be removed,
either with or without cause, at any time, by the Board of Directors at any
meeting thereof.

        SECTION 4. Chairman of the Board. The Chairman of the Board, if one
shall have been elected, shall be a member of the Board, an officer of the
Corporation and, if present, shall preside at each meeting of the Board of
Directors of the stockholders. He shall advise and counsel with the President,
and in his absence with other executives of the Corporation, and shall perform
such other duties as may from time to time be assigned to him by the Board of
Directors.

        SECTION 5. The President. The President shall be the Chief Executive
Officer of the Corporation. He shall, in the absence of the Chairman of the
Board or if a Chairman of the Board shall not have been elected, preside at each
meeting of the Board of Directors or the stockholders. He shall perform all
duties incident to the office of President and chief executive officer and such
other duties as may from time to time be assigned to him by the Board of
Directors.

        SECTION 6. Vice-Presidents. Each Vice President shall perform all such
duties as from time to time may be assigned to him by the Board of Directors or
the President. At the request of the President or in his absence or in the event
of his inability or refusal to act, the Vice-President, or if there shall be
more than one, the Vice-Presidents in the order determined by the Board of
Directors (or if there be no such determination, then the Vice-Presidents in the
order of their election), shall perform the duties of the President, and, when
so acting, shall have the powers of and be subject to the restrictions placed
upon the President in respect of the performance of such duties.

        SECTION 7. Treasurer. The Treasurer shall:

               (a) have charge and custody of, and be responsible for, all the
funds and securities of the Corporation;

               (b) keep full and accurate accounts of receipts and disbursements
in books belonging to the Corporation;


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               (c) deposit all moneys and other valuables to the credit of the
Corporation in such depositaries as may be designated by the Board of Directors
or pursuant to its direction;

               (d) receive, and give receipts for, moneys due and payable to the
Corporation from any source whatsoever;

               (e) disburse the funds of the Corporation and supervise the
investments of its funds, taking proper vouchers therefor;

               (f) render to the Board of Directors, whenever the Board of
Directors may require, an account of the financial condition of the Corporation;
and

               (g) in general, perform all duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him by
the Board of Directors.

        SECTION 8. Secretary The Secretary shall:

               (a) keep or cause to be kept in one or more books provided for
the purpose, the minutes of all meetings of the Board of Directors, the
committees of the Board of Directors and the stockholders;

               (b) see that all notices are duly given in accordance with the
provision of these By-Laws and as required by law;

               (c) be custodian of the records and the seal of the Corporation
and affix and attest the seal to all certificates for shares of the Corporation
(unless the seal of the Corporation on such certificates shall be a facsimile,
as hereinafter provided) and affix and attest the seal to all other documents to
be executed on behalf of the Corporation under its seal;

               (d) see that the books, reports, statements, certificates and
other documents and records required by law to be kept and filed are properly
kept and filed; and

               (e) in general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Board of Directors.

        SECTION 9. The Assistant Treasurer. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the Treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties as from time to time may be
assigned by the Board of Directors.

        SECTION 10. The Assistant Secretary. The Assistant Secretary, or if
there shall be more than one, the Assistant Secretaries in the order determined
by the Board of Directors (or if there be no such determination, then in the
order of their election), shall, in the absence of the Secretary or in the event
of his inability or refusal to act, perform the duties and exercise the powers
of the Secretary and shall perform such other duties as from time to time may be
assigned by the Board of Directors.


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        SECTION 11. Officers' Bonds or Other Security. If required by the Board
of Directors, any officer of the Corporation shall give a bond or other security
for the faithful performance of his duties, in such amount and with such surety
or sureties as the Board of Directors may require.

        SECTION 12. Compensation. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to time
by the Board of Directors. An officer of the Corporation shall not be prevented
from receiving compensation by reason of the fact that he is also a director of
the Corporation.

                                   ARTICLE V

                                  Shares, etc.

        SECTION 1. Share Certificates. Each owner of shares of the corporation
shall be entitled to have a certificate, in such form as shall be approved by
the Board of Directors, certifying the number of shares of the Corporation owned
by him. The certificates representing shares shall be signed in the name of the
Corporation by the Chairman of the Board or the President or a Vice-President
and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant
Treasurer and sealed with the seal of the Corporation (which seal may be a
facsimile, engraved or printed); provided, however, that where any such
certificate is countersigned by a transfer agent, or is registered by a
registrar (other than the Corporation or one of its employees), the signatures
of the Chairman of the Board, President, Vice-President, Secretary, Assistant
Secretary, Treasurer or Assistant Treasurer upon such certificates may be
facsimiles, engraved or printed. In case any officer who shall have signed any
such certificate shall have ceased to be such officer before such certificate
shall be issued, it may nevertheless be issued by the Corporation with the same
effect as if such officer were still in office at the date of their issue. When
the Corporation is authorized to issue shares of more than one class there shall
be set forth upon the face or back of the certificate, or the certificate shall
have a statement that the Corporation will furnish to any shareholder upon
request and without charge, a full statement of the designation, relative
rights, preferences, and limitations of the shares of each class authorized to
issue any class of preferred shares in series, the designation, relative rights,
preferences and limitations of each such series so far as the same have been
fixed and the authority of the Board of Directors to designate and fix the
relative rights, preferences and limitations of other series.

        SECTION 2. Books of Account and Record of Stockholders. There shall be
kept correct and complete books and records of account of all the business and
transactions of the Corporation. There shall also be kept, at the office of the
Corporation, in the State of California, or such other State as determined by
the Corporation, or at the office of its transfer agent in said State, a record
containing the names and addresses of all stockholders of the Corporation, the
number of shares held by each, and the dates when they became the holders of
record thereof.

        SECTION 3. Transfer of Shares. Transfer of shares of the Corporation
shall be made on the records of the Corporation only upon authorization by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of with a transfer agent,
and on surrender of the certificate or certificates for such shares properly
endorsed or accompanied by a duly executed stock transfer power and the payment
of all taxes thereon. The person in whose names shares shall stand on the record
of stockholders of the


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Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation. Whenever any transfer of shares shall be made for collateral
security and not absolutely and written notice thereof shall be given to the
Secretary or to a transfer agent, such facts shall be noted on the records of
the Corporation.

        SECTION 4. Transfer Agents and Registrars. The Board of Directors may
appoint, or authorize any officer or officers to appoint, one or more transfer
agents and one or more registrars and may require all certificates for shares of
stock to bear the signature of any of them.

        SECTION 5. Regulations. The Board of Directors may make such additional
rules and regulations, not inconsistent with these Bylaws, as it may deem
expedient concerning the issue, transfer and registration or certificates for
shares of the Corporation.

        SECTION 6. Fixing of Record Date. The Board of Directors may fix, in
advance, a date not more than fifty (50) nor less than ten (10) days before the
date then fixed for the holding of any meeting of the stockholders or before the
last day on which the consent or dissent of the stockholders may be effectively
expressed for any purpose without a meeting, as the time as of which the
stockholders entitled to notice of and to vote at such meeting or whose consent
or dissent is required or may be expressed for any purpose, as the case may be,
shall be determined, and all persons who were stockholders of record of voting
shares at such time, and no others, shall be entitled to notice of and to vote
at such meeting or to express their consent or dissent, as the case may be. The
Board of Directors may fix, in advance, a date not more than fifty (50) nor less
than ten (10) days preceding the date fixed for the payment of any dividend or
the making of any distribution or the allotment of rights to subscribe for
securities of the Corporation, of for the delivery of evidence of rights or
evidences of interest arising out of any change, conversion or exchange of
shares or other securities, as the record date for the determination of the
stockholders entitled to receive any such dividend, distribution, allotment,
rights or interests, and in such case only the stockholders of record at the
time so fixed shall be entitled to receive such dividend, distribution,
allotment, rights or interests.

        SECTION 7. Lost. Destroyed or Mutilated Certificates. The holder of any
certificate representing shares of the Corporation shall immediately notify the
Corporation of any loss, destruction or mutilation of such certificate, and the
Corporation may issue a new certificate in the place of any certificate
theretofore issued by it which the owner thereof shall allege to have been lost
or destroyed or which shall have been mutilated. The Board of Directors may, in
its discretion, require such owner or his legal representatives to give to the
Corporation in a bond in such sum, limited or unlimited, and in such form and
with such surety or sureties as the Board of Directors in its absolute
discretion shall determine, to indemnify the Corporation against any claim that
may be made against it on account of the alleged loss or destruction of any such
certificate, or the issuance of such new certificate.

                                   ARTICLE VI

                                Indemnification

        On the terms, to the extent, and subject to the condition prescribed by
statute and by such rules and regulations, not inconsistent with statute, as the
Board of Directors may in its discretion


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<PAGE>   12

impose in general or particular cases or classes of cases, (a) the Corporation
shall indemnify any person made, or threatened to be made, a party to an action
or proceeding, civil or criminal, including an action by or in the rights of any
other corporation of any type or kind, domestic or foreign, or any partnership,
joint venture, trust, employee benefit plan or other enterprise which any
director or officer of the Corporation served in any capacity at the request of
the Corporation, by reason of the fact that he, his testator or intestate, was a
director or officer of the Corporation, or served such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity, against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees, actually and necessarily
incurred as a result of such action or proceeding, or any appeal therein, and
(b) the Corporation may pay, in advance of final disposition of any such action
or proceeding, expenses incurred by such person in defending such action or
proceeding.

        On the terms, to the extent, and subject to the conditions prescribed by
statute and by such rules and regulations, not inconsistent with statute, as the
Board of Directors may in its discretion impose in general or particular cases
or classes of cases, (a) the Corporation shall indemnify any person made a party
to an action by or in the right of the Corporation to procure a judgment in its
favor, by reason of the fact that he, his testator or intestate, is or was a
director or officer of the Corporation, against the reasonable expenses,
including attorneys' fees, actually and necessarily incurred by him in
connection with the defense of such action, or in connection with an appeal
therein, and (b) the Corporation may pay, in advance of final disposition of any
such action, expenses incurred by such person in defending such action or
proceeding.

                                  ARTICLE VII

                               General Provisions

        SECTION 1. Dividends. Subject to statute and the Certificate of
Incorporation, dividends upon the shares of the Corporation may be declared by
the Board of Directors at any regular or special meeting. Dividends may be paid
in cash, in property or in shares of the Corporation, unless otherwise provided
by statute or the Certificate of Incorporation.

        SECTION 2. Reserves. Before payment of any dividend, there may be set
aside out of any funds of the Corporation, available for dividends such sum or
sums as the Board of Directors may, from time to time, in its absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation or for such other purpose as the Board of Directors may think
conducive to the interests of the Corporation. The Board of Directors may modify
or abolish any such reserves in the manner in which it was created.

        SECTION 3. Seal. The seal of the Corporation shall be in such form as
shall be approved by the Board of Directors.

        SECTION 4. Fiscal Year. The first fiscal year of the Corporation shall
be December 31, but may thereafter be changed by resolution of the Board of
Directors.


                                      -12-
<PAGE>   13

        SECTION 5. Checks, Notes, Drafts, Etc . All checks, notes, drafts or
other orders for the payment of money of the Corporation shall be signed,
endorsed or accepted in the name of the Corporation by such officer, officers,
person or persons as from time to time may be designated by the Board of
Directors or by an officer or officers authorized by the Board of Directors to
make such designation.

        SECTION 6. Execution of Contracts, Deeds. Etc. The Board of Directors
may authorize any officer or officers, agent or agents, in the name and on
behalf of the Corporation to enter into or execute and deliver any and all
deeds, bonds, mortgages, contracts and other obligations or instruments, and
such authority may be general or confined to specific instances.

        SECTION 7. Voting of Stock in Other Corporations. Unless otherwise
provided by resolution of the Board of Directors, the Chairman of the Board or
the President, from time to time, may (or may appoint one or more attorneys or
agents to) cast the votes which the board of Directors may be entitled to cast
as a stockholder or otherwise in any other corporation, any of whose shares or
securities may be held by the Corporation, at meetings of the holders of the
shares or other securities of such other corporation, or to consent in writing
to any action by any such other corporation. In the event one or more attorneys
or agents are appointed, the Chairman of the Board or the President may instruct
the person or persons so appointed as to the manner of casting such votes or
giving such consent. The Chairman of the Board or the President may, or may
instruct the attorneys or agents appointed to, execute or cause to be executed
in the name and on behalf of the Corporation and under its seal or otherwise,
such written proxies, consents, waivers or other instruments as may be necessary
or proper in the premises.

                                  ARTICLE VIII

                                   Amendments

        These By-Laws may be amended or repealed or new By-Laws may be adopted
at any annual or special meeting of stockholders at which time a quorum is
present or represented, by the vote of the holders of shares entitled to vote in
the election of directors provided that notice of the proposed amendment or
repeal or adoption of new By-Laws is contained in the notice of such meeting.
These By-Laws may also be amended or repealed or new By-Laws may be adopted by
the Board at any regular or special meeting of the Board of Directors. If any
By-Law regulating an impending election of directors is adopted, amended or
repealed by the Board of Directors, there shall be set forth in the notice of
the next meeting of the stockholders for the election of directors the By-Laws
so adopted, amended or repealed, together with a concise statement of the
changes made. By-Laws adopted by the Board of Directors may be amended or
repealed by the stockholders. Notwithstanding the foregoing, any provision in
these By-Laws relating to the right of a class or series of stock to vote
separately as a class or series may only be amended by vote of such separate
class or series.


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