<PAGE>

                                    RESTATED

                                     BYLAWS

                                       OF

                                   GENUS, INC.

<PAGE>

                                                   TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>           <C>                                                                                                
ARTICLE I     CORPORATE OFFICES................................................................................   1
     1.1      PRINCIPAL OFFICE.................................................................................   1
     1.2      OTHER OFFICES....................................................................................   1

ARTICLE II    MEETINGS OF SHAREHOLDERS.........................................................................   1
     2.1      PLACE OF MEETINGS................................................................................   1
     2.2      ANNUAL MEETING...................................................................................   1
     2.3      SPECIAL MEETING..................................................................................   2
     2.4      NOTICE OF SHAREHOLDERS' MEETINGS.................................................................   2
     2.5      ADVANCE NOTICE OF SHAREHOLDER NOMINEES AND SHAREHOLDER BUSINESS..................................   3
     2.6      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.....................................................   4
     2.7      QUORUM...........................................................................................   4
     2.8      ADJOURNED MEETING; NOTICE........................................................................   4
     2.9      VOTING...........................................................................................   5
     2.10     VALIDATION OF MEETINGS: WAIVER OF NOTICE; CONSENT................................................   6
     2.11     SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING..........................................   6
     2.12     RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING CONSENTS...................................   7
     2.13     PROXIES..........................................................................................   7
     2.14     INSPECTORS OF ELECTION...........................................................................   8

ARTICLE III   DIRECTORS........................................................................................   9
     3.1      POWERS...........................................................................................   9
     3.2      NUMBER AND QUALIFICATION OF DIRECTORS............................................................   9
     3.3      ELECTION AND TERM OF OFFICE OF DIRECTORS.........................................................   9
     3.4      VACANCIES........................................................................................  10
     3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE.........................................................  10
     3.6      REGULAR MEETINGS.................................................................................  10
     3.7      SPECIAL MEETINGS.................................................................................  11
     3.8      QUORUM...........................................................................................  11
     3.9      WAIVER OF NOTICE.................................................................................  11
     3.10     ADJOURNMENT......................................................................................  12
     3.11     NOTICE OF ADJOURNMENT............................................................................  12
     3.12     ACTION WITHOUT MEETING...........................................................................  12
     3.13     FEES AND COMPENSATION OF DIRECTORS...............................................................  12

ARTICLE IV    COMMITTEES.......................................................................................  12
     4.1      COMMITTEES OF DIRECTORS..........................................................................  12
     4.2      MEETINGS AND ACTION OF COMMITTEES................................................................  13

<PAGE>

ARTICLE V     OFFICERS.........................................................................................  13
     5.1      OFFICERS.........................................................................................  13
     5.2      ELECTION.........................................................................................  14
     5.3      SUBORDINATE OFFICERS.............................................................................  14
     5.4      REMOVAL AND RESIGNATION OF OFFICERS..............................................................  14
     5.5      VACANCIES........................................................................................  14
     5.6      CHAIRMAN OF THE BOARD............................................................................  15
     5.7      PRESIDENT........................................................................................  15
     5.8      VICE PRESIDENT...................................................................................  15
     5.9      SECRETARY........................................................................................  15
     5.10     CHIEF FINANCIAL OFFICER..........................................................................  16
     5.11     ASSISTANT SECRETARY..............................................................................  16
     5.12     ADMINISTRATIVE OFFICERS..........................................................................  16
     5.13     AUTHORITY AND DUTIES OF OFFICERS.................................................................  17

ARTICLE VI INDEMNIFICATION OF DIRECTORS, AND OFFICERS, EMPLOYEES
              AND OTHER AGENTS.................................................................................  17
     6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS........................................................  17
     6.2      INDEMNIFICATION OF OTHERS........................................................................  17
     6.3      PAYMENT OF EXPENSES IN ADVANCE...................................................................  18
     6.4      INDEMNITY NOT EXCLUSIVE..........................................................................  18
     6.5      INSURANCE INDEMNIFICATION........................................................................  18
     6.6      CONFLICTS........................................................................................  18

ARTICLE VII   RECORDS AND REPORTS..............................................................................  19
     7.1      MAINTENANCE AND INSPECTION OF SHARE REGISTER.....................................................  19
     7.2      MAINTENANCE AND INSPECTION OF BYLAWS.............................................................  19
     7.3      MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS............................................  20
     7.4      INSPECTION BY DIRECTORS..........................................................................  20
     7.5      ANNUAL REPORT TO SHAREHOLDERS; WAIVER............................................................  20
     7.6      FINANCIAL STATEMENTS.............................................................................  20

ARTICLE VIII  GENERAL MATTERS..................................................................................  21
     8.1      RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING............................................  21
     8.2      CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS........................................................  22
     8.3      CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED................................................  22
     8.4      CERTIFICATES FOR SHARES..........................................................................  22
     8.5      LOST CERTIFICATES................................................................................  22
     8.6      CONSTRUCTION AND DEFINITIONS.....................................................................  23

ARTICLE IX    AMENDMENTS.......................................................................................  23
     9.1      AMENDMENT BY SHAREHOLDERS........................................................................  23


                                     -ii-

<PAGE>

     9.2      AMENDMENT BY DIRECTORS...........................................................................  23
</TABLE>


                                     -iii-

<PAGE>

                                     BYLAWS

                                       OF

                                   GENUS, INC.



                                    ARTICLE I

                                CORPORATE OFFICES

         1.1      PRINCIPAL OFFICE.

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

         1.2      OTHER OFFICES.

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

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

         2.1      PLACE OF MEETINGS.

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

         2.2      ANNUAL MEETING.

         The annual meeting of shareholders shall be held each year on a date
and at a time designated by the board of directors. In the absence of such
designation, the annual meeting of shareholders shall be held on the first
Friday of February in each year at 3:00 p.m. However, if such day falls on a
legal holiday, then the meeting shall be held at the same time and place on the
next succeeding full business day. At the meeting, directors shall be elected,
and any other proper business may be transacted.


<PAGE>

         2.3      SPECIAL MEETING.

         A special meeting of the shareholders may be called at any time by the
board of directors, or by the chairman of the board, or by the president.

         If a special meeting is called by any person or persons other than the
board of directors, the request shall be in writing, specifying the time of such
meeting and the general nature of the business proposed to be transacted, and
shall be delivered personally or sent by registered mail or by telegraphic or
other facsimile transmission to the chairman of the board, the president, any
vice president or the secretary of the corporation. The officer receiving the
request shall cause notice to be promptly given to the shareholders entitled to
vote, in accordance with the provisions of Sections 2.4 and 2.5 of these bylaws,
that a meeting will be held at the time requested by the person or persons
calling the meeting, not less than thirty-five (35) nor more than sixty (60)
days after the receipt of the request. If the notice is not given within twenty
(20) days after receipt of the request, the person or persons requesting the
meeting may give the notice. Nothing contained in this paragraph of this
Section 2.3 shall be construed as limiting, fixing or affecting the time when a
meeting of shareholders called by action of the board of directors may be held.

         2.4      NOTICE OF SHAREHOLDERS' MEETINGS. 

         All notices of meetings of shareholders shall be sent or otherwise
given in accordance with Section 2.6 of these bylaws not less than ten (10) nor
more than sixty (60) days before the date of the meeting. The notice shall
specify the place, date and hour of the meeting and (i) in the case of a special
meeting, the general nature of the business to be transacted (no business other
than that specified in the notice may be transacted) or (ii) in the case of the
annual meeting, those matters which the board of directors, at the time of
giving the notice, intends to present for action by the shareholders. The notice
of any meeting at which directors are to be elected shall include the name of
any nominee or nominees whom, at the time of the notice, management intends to
present for election.

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


                                      -2-

<PAGE>


         2.5      ADVANCE NOTICE OF SHAREHOLDER NOMINEES AND SHAREHOLDER
                  BUSINESS.

Subject to the rights of holders of any class or series of share having a 
preference over the Common Share as to dividends or upon liquidation,

                  (a) nominations for the election of directors, and

                  (b) business proposed to be brought before any shareholder 
                      meeting

may be made by the board of directors or proxy committee appointed by the board
of directors or by any shareholder entitled to vote in the election of directors
generally if such nomination or business proposed is otherwise proper business
before such meeting. However, any such shareholder may nominate one or more
persons for election as directors at a meeting or propose business to be brought
before a meeting, or both, only if such shareholder has given timely notice in
proper written form of their intent to make such nomination or nominations or to
propose such business. To be timely, such shareholder's notice must be delivered
to or mailed and received at the principal executive offices of the corporation
not less than one hundred twenty (120) calendar days in advance of the first
anniversary date of mailing of the corporation's proxy statement released to
shareholders in connection with the previous year's annual meeting of
shareholders; provided, however, that in the event that no annual meeting was
held in the previous year or the date of the annual meeting has been changed by
more than thirty (30) days from the date contemplated at the time of the
previous year's proxy statement, notice by the shareholder to be timely must be
so received a reasonable time before the solicitation is made. To be in proper
form, a shareholder's notice to the secretary shall set forth:


                         (i) the name and address of the shareholder who intends
to make the nominations or propose the business and, as the case may be, of the
person or persons to be nominated or of the business to be proposed;

                        (ii) a representation that the shareholder is a holder
of record of share of the corporation entitled to vote at such meeting and, if
applicable, intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice;

                       (iii) if applicable, a description of all arrangements
or understandings between the shareholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder;

                        (iv) such other information regarding each nominee or
each matter of business to be proposed by such shareholder as would be required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated, or intended
to be nominated, or the matter been proposed, or intended to be proposed by the
board of directors; and


                                      -3-

<PAGE>

                         (v) if applicable, the consent of each nominee to serve
as director of the corporation if so elected.

         The chairman of the meeting shall refuse to acknowledge the nomination
of any person or the proposal of any business not made in compliance with the
foregoing procedure.

         2.6      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. 

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

         If any notice addressed to a shareholder at the address of that
shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the shareholder
at that address, all future notices or reports shall be deemed to have been duly
given without further mailing if the same shall be available to the shareholder
on written demand of the shareholder at the principal executive office of the
corporation for a period of one (1) year from the date of the giving of the
notice.

         An affidavit of the mailing or other means of giving any notice of any
shareholders meeting, executed by the secretary, assistant secretary or any
transfer agent of the corporation giving the notice, shall be prima facie
evidence of the giving of such notice.

         2.7      QUORUM. 

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

         2.8      ADJOURNED MEETING; NOTICE. 

         Any shareholders' meeting, annual or special, whether or not a quorum
is present, may be adjourned from time to time by the vote of the majority of
the shares represented at that meeting, either in person or by proxy, but in the
absence of a quorum, no other business may be transacted at that meeting, except
as provided in Section 2.7 of these bylaws.


                                      -4-

<PAGE>

         When any meeting of shareholders, either annual or special, is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place are announced at the meeting at which the
adjournment is taken, unless a new record date for the adjourned meeting is
fixed, or unless the adjournment is for more than forty-five (45) days from the
date set for the original meeting, in which case notice of the adjourned meeting
shall be given. Notice of any such adjourned meeting shall be given to each
shareholder of record entitled to vote at the adjourned meeting in accordance
with the provisions of Sections 2.4 and 2.6 of these bylaws. At any adjourned
meeting the corporation may transact any business which might have been
transacted at the original meeting.

         2.9      VOTING. 

         The shareholders entitled to vote at any meeting of shareholders shall
be determined in accordance with the provisions of Section 2.12 of these bylaws,
subject to the provisions of Sections 702 to 704, inclusive, of the Code
(relating to voting shares held by a fiduciary, in the name of a corporation or
in joint ownership).

         The shareholders' vote may be by voice vote or by ballot; provided,
however, that any election for directors must be by ballot if demanded by any
shareholder before the voting has begun.

         On any matter other than the election of directors, any shareholder may
vote part of the shares in favor of the proposal and refrain from voting the
remaining shares or vote them against the proposal, but, if the shareholder
fails to specify the number of shares which the shareholder is voting
affirmatively, it will be conclusively presumed that the shareholders approving
vote is with respect to all shares which the shareholder is entitled to vote.

         If a quorum is present, the affirmative vote of the majority of the
shares represented and voting at a duly-held meeting (which shares voting
affirmatively also constitute at least a majority of the required quorum) shall
be the act of the shareholders, unless the vote of a greater number, or voting
by classes, is required by the Code or by the articles of incorporation.

         At a shareholders' meeting at which directors are to be elected, no
shareholder shall be entitled to cumulate votes (i.e. cast for any candidate a
number of votes greater than the number of votes which such shareholder normally
is entitled to cast) unless the candidates' names have been placed in nomination
prior to commencement of the voting and a shareholder has given notice prior to
commencement of the voting of the shareholder's intention to cumulate votes. If
any shareholder has given such a notice, then every shareholder entitled to vote
may cumulate votes for candidates placed in nomination and give one candidate a
number of votes equal to the number of directors to be elected multiplied by the
number of votes to which that shareholder's shares are entitled, or distribute
the shareholder's votes on the same principle among any or all of the
candidates, as the shareholder thinks fit. The candidates receiving the highest
number of votes, up to the number of directors to be elected, shall be elected.


                                      -5-

<PAGE>



         2.10    VALIDATION OF MEETINGS: WAIVER OF NOTICE; CONSENT. 

         The transactions of any meeting of shareholders, either annual or
special, however called and noticed, and wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice, if a quorum be
present either in person or by proxy, and if, either before or after the
meeting, each person entitled to vote, who was not present in person or by
proxy, signs a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes thereof. The waiver of notice or consent
need not specify either the business to be transacted or the purpose of any
annual or special meeting of shareholders, except that if action is taken or
proposed to be taken for approval of any of those matters specified in the
second paragraph of Section 2.4 of these bylaws, the waiver of notice or consent
shall state the general nature of the proposal. All such waivers, consents and
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

         Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a meeting is not a waiver of
any right to object to the consideration of a matter not included in the notice
of the meeting, if that objection is expressly made at the meeting.

         2.11    SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. 

         Any action which may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take that action at a meeting at which all
shares entitled to vote on that action were present and voted.

         In the case of election of directors, such a consent shall be effective
only if signed by the holders of all outstanding shares entitled to vote for the
election of directors.

         All such consents shall be maintained in the corporate records. Any
shareholder giving a written consent, or the shareholders proxy holders, or a
transferee of the shares, or a personal representative of the shareholder, or
their respective proxy holders, may revoke the consent by a writing received by
the secretary of the corporation before written consents of the number of shares
required to authorize the proposed action have been filed with the secretary.

         If the consents of all shareholders entitled to vote have not been
solicited in writing, and if the unanimous written consent of all such
shareholders shall not have been received, the secretary shall give prompt
notice of the corporate action approved by the shareholders without a meeting.
Such notice shall be given in the manner specified in Section 2.6 of these
bylaws. In the case of approval of (i) a contract or transaction in which a
director has a direct or indirect financial interest,


                                      -6-

<PAGE>

pursuant to Section 310 of the Code, (ii) indemnification of a corporate 
"agent", pursuant to Section 317 of the Code, (iii) a reorganization of the 
corporation, pursuant to Section 1201 of the Code, and (iv) a distribution in 
dissolution other than in accordance with the rights of outstanding preferred 
shares, pursuant to Section 2007 of the Code, the notice shall be given at 
least ten (10) days before the consummation of any action authorized by that 
approval.

         2.12    RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING CONSENTS.

         For purposes of determining the shareholders entitled to notice of any
meeting or to vote thereat or entitled to give consent to corporate action
without a meeting, the board of directors may fix, in advance, a record date,
which shall not be more than sixty (60) days nor less than ten (10) days before
the date of any such meeting nor more than sixty (60) days before any such
action without a meeting, and in such event only shareholders of record on the
date so fixed are entitled to notice and to vote or to give consents, as the
case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date, except as otherwise provided in the Code.

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

                  (a) the record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the close of
business on the business day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held; and

                  (b) the record date for determining shareholders entitled to
give consent to corporate action in writing without a meeting, (i) when no prior
action by the board has been taken, shall be the day on which the first written
consent is given or (ii) when prior action by the board has been taken, shall be
the day on which the board adopts the resolution relating to that action, or the
sixtieth (60th) day before the date of such other action, whichever is later.

         The record date for any other purpose shall be as provided in
Article VIII of these bylaws.

         2.13    PROXIES. 

         Every person entitled to vote for directors, or on any other matter,
shall have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with the secretary
of the corporation. A proxy shall be deemed signed if the shareholders name is
placed on the proxy (whether by manual signature, typewriting, telegraphic
transmission or otherwise) by the shareholder or the shareholders attorney-in-
fact. A validly executed proxy which does not state that it is irrevocable shall
continue in full force and effect unless (i) revoked by the person executing it,
before the vote pursuant to that proxy, by a writing delivered to the
corporation stating that the proxy is revoked, or by a subsequent proxy executed
by the person executing the prior proxy and presented to the meeting, or as to
any meeting by attendance at such meeting and voting in person by the person
executing the proxy or (ii) written notice of the death or incapacity of


                                      -7-

<PAGE>

the maker of that proxy is received by the corporation before the vote 
pursuant to that proxy is counted; provided, however, that no proxy shall be 
valid after the expiration of eleven (11) months from the date of the proxy, 
unless otherwise provided in the proxy. The revocability of a proxy that 
states on its face that it is irrevocable shall be governed by the provisions 
of Sections 705(e) and 705(f) of the Code.

         2.14    INSPECTORS OF ELECTION. 

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

         Such inspectors shall:

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

                  (b) Receive votes, ballots or consents;

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

                  (d) Count and tabulate all votes or consents;

                  (e) Determine when the polls shall close;

                  (f) Determine the result; and

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


                                      -8-

<PAGE>


                                   ARTICLE III

                                    DIRECTORS

         3.1      POWERS. 

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

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

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

         3.2      NUMBER AND QUALIFICATION OF DIRECTORS. 

         The number of directors of the corporation shall be not less than four
(4) nor more than seven (7). The exact number of directors shall be six (6)
until changed, within the limits specified above, by a bylaw amending this
Section 3.2, duly adopted by the board of directors or by the shareholders. The
indefinite number of directors may be changed, or a definite number fixed
without provision for an indefinite number, by a duly adopted amendment to the
Articles of Incorporation or by an amendment to this bylaw duly adopted by the
vote or written consent of holders of a majority of the outstanding shares
entitled to vote; provided, however, that an amendment reducing the number or
the minimum number of directors to a number less than (5) cannot be adopted if
the votes cast against its adoption at a meeting of the shareholders, or the
shares not consenting in the case of action by written consent, are equal to
more than sixteen and two-thirds percent (16-2/3%) of the outstanding shares
entitled to vote thereon. No amendment may change the stated maximum number of
authorized directors to a number greater than two (2) times the stated number of
directors minus one (1).

         3.3      ELECTION AND TERM OF OFFICE OF DIRECTORS. 

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


                                      -9-

<PAGE>


         3.4      VACANCIES. 

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

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

         The shareholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors, but any such election
other than to fill a vacancy created by removal, if by written consent, shall
require the consent of the holders of a majority of the outstanding shares
entitled to vote thereon.

         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE. 

         Regular meetings of the board of directors may be held at any place
within or outside the State of California that has been designated from time to
time by resolution of the board. In the absence of such a designation, regular
meetings shall be held at the principal executive office of the corporation.
Special meetings of the board may be held at any place within or outside the
State of California that has been designated in the notice of the meeting or, if
not stated in the notice or if there is no notice, at the principal executive
office of the corporation.

         Any meeting, regular or special, may be held by conference telephone or
similar communication equipment, so long as all directors participating in the
meeting can hear one another; and all such directors shall be deemed to be
present in person at the meeting.

         3.6      REGULAR MEETINGS. 

         Regular meetings of the board of directors may be held without notice
if the times of such meetings are fixed by the board of directors. If any
regular meeting day shall fall on a legal holiday, then the meeting shall be
held at the same time and place on the next succeeding full business day.


                                      -10-

<PAGE>



         3.7      SPECIAL MEETINGS. 

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

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

         3.8      QUORUM. 

         A majority of the authorized number of directors shall constitute a
quorum for the transaction of business, except to adjourn as provided in
Section 3.10 of these bylaws. Every act or decision done or made by a majority
of the directors present at a duly held meeting at which a quorum is present
shall be regarded as the act of the board of directors, subject to the
provisions of Section 310 of the Code (as to approval of contracts or
transactions in which a director has a direct or indirect material financial
interest), Section 311 of the Code (as to appointment of committees) and
Section 317(e) of the Code (as to indemnification of directors).

         A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

         3.9      WAIVER OF NOTICE. 

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


                                      -11-

<PAGE>



         3.10     ADJOURNMENT. 

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

         3.11     NOTICE OF ADJOURNMENT. 

         Notice of the time and place of holding an adjourned meeting need not
be given, unless the meeting is adjourned for more than twenty-four (24) hours,
in which case notice of the time and place shall be given before the time of the
adjourned meeting, in the manner specified in Section 3.7 of these bylaws, to
the directors who were not present at the time of the adjournment.

         3.12     ACTION WITHOUT MEETING. 

         Any action required or permitted to be taken by the board of directors
may be taken without a meeting, if all members of the board shall individually
or collectively consent in writing to that action. Such action by written
consent shall have the same force and effect as a unanimous vote of the board of
directors. Such written consent and any counterparts thereof shall be filed with
the minutes of the proceedings of the board.

         3.13     FEES AND COMPENSATION OF DIRECTORS. 

         Directors and members of committees may receive such compensation, if
any, for their services, and such reimbursement of expenses, as may be fixed or
determined by resolution of the board of directors. This Section 3.13 shall not
be construed to preclude any director from serving the corporation in any other
capacity as an officer, agent, employee or otherwise, and receiving compensation
for those services.

                                   ARTICLE IV

                                   COMMITTEES

         4.1      COMMITTEES OF DIRECTORS. 

         The board of directors may, by resolution adopted by a majority of the
authorized number of directors, designate one (1) or more committees, each
consisting of two or more directors, to serve at the pleasure of the board. The
board may designate one (1) or more directors as alternate members of any
committee, who may replace any absent member at any meeting of the committee.
The appointment of members or alternate members of a committee requires the vote
of a majority of the authorized number of directors. Any committee, to the
extent provided in the resolution of the board, shall have all the authority of
the board, except with respect to:


                                      -12-

<PAGE>

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

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

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

                  (d) the amendment or repeal of these bylaws or the adoption of
new bylaws;

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

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

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

         4.2      MEETINGS AND ACTION OF COMMITTEES. 

         Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of Article III of these bylaws,
Section 3.5 (place of meetings), Section 3.6 (regular meetings), Section 3.7
(special meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of
notice), Section 3.10 (adjournment), Section 3.11 (notice of adjournment) and
Section 3.12 (action without meeting), with such changes in the context of those
bylaws as are necessary to substitute the committee and its members for the
board of directors and its members, except that the time of regular meetings of
committees may be determined either by resolution of the board of directors or
by resolution of the committee; special meetings of committees may also be
called by resolution of the board of directors; and notice of special meetings
of committees shall also be given to all alternate members, who shall have the
right to attend all meetings of the committee. The board of directors may adopt
rules for the government of any committee not inconsistent with the provisions
of these bylaws.

                                    ARTICLE V

                                    OFFICERS

         5.1      OFFICERS. 

         The Corporate Officers of the corporation shall be a Chairman of the
Board or a President or both, a Secretary and a Chief Financial Officer. The
corporation may also have, at the discretion of the Board of Directors, one or
more Vice Presidents, one or more Assistant Secretaries and such other Corporate
Officers as may be appointed in accordance with the provisions of Section 3 of
this Article. One person may hold two or more offices.


                                      -13-

<PAGE>

         In addition to the Corporate Officers of the Company described above,
there may also be such Administrative Officers of the corporation as may be
designated and appointed from time to time by the President of the corporation
in accordance with the provisions of Section 11 of this Article.

         5.2      ELECTION. 

         The Corporate Officers of the corporation, except such Corporate
Officers as may be appointed in accordance with the provisions of Section 3 or
Section 5 of this Article, shall be chosen by the Board of Directors and shall
serve at the pleasure of the Board of Directors, subject to the rights, if any,
of a Corporate Officer under any contract of employment.

         5.3      SUBORDINATE OFFICERS. 

         The Board of Directors may appoint or empower the President to appoint
such other Corporate Officers as the business of the corporation may require,
each of whom shall hold office for such period, have such authority and perform
such duties as provided in these bylaws or as the Board of Directors may from
time to time determine.

         The President may from time to time designate and appoint
Administrative Officers of the corporation in accordance with the provisions of
Section 11 of this Article.

         5.4      REMOVAL AND RESIGNATION OF OFFICERS. 

         Any Corporate Officer may be removed, either with or without cause, by
a majority of the Directors at the time in office, at any regular or special
meeting of the Board or, except in the case of a Corporate Officer chosen by the
Board of Directors, by any Corporate Officer upon whom such power of removal may
be conferred by the Board of Directors.

         Any Corporate Officer may resign at any time by giving written notice
to the Board of Directors, or to the President, or to the Secretary of the
corporation. Any such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

         Any Administrative Officer designated and appointed by the President
may be removed, either with or without cause, at any time by the President. Any
Administrative Officer may resign at any time by giving written notice to the
President or to the Secretary of the corporation.

         5.5      VACANCIES. 

         A vacancy in any Corporate office because of death, resignation,
removal, disqualification or any other cause shall be filled by the Board of
Directors.


                                      -14-

<PAGE>



         5.6      CHAIRMAN OF THE BOARD. 

         The Chairman of the Board, if there shall be such a Corporate Officer,
shall, if present, preside at all meetings of the Board of Directors, and
exercise and perform such other powers and duties as may be from time to time
assigned to him by the Board of Directors.

         5.7      PRESIDENT. 

         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 a Corporate
Officer, the President shall be the Chief Executive Officer and general manager
of the corporation and shall, subject to the control of the Board of Directors,
have general supervision, direction and control of the business and Officers of
the corporation. He shall preside at all meetings of the Shareholders and in the
absence of the Chairman of the Board, or if there be none, at all meetings of
the Board of Directors. He shall have the general powers and duties of
management usually vested in the office of President of a corporation, and shall
have such other powers and duties as may be prescribed by the Board of
Directors.

         5.8      VICE PRESIDENT. 

         In the absence or disability of the President, and if there is no
Chairman of the Board, the Vice Presidents, in order of their rank as fixed by
the Board of Directors, or if not ranked, the Vice President designated by the
Board of Directors, shall perform all the duties of the President, and when so
acting shall have all the powers of, and be subject to, all the restrictions
upon, the President. The Vice Presidents shall have such other powers and
perform such other duties as from time to time may be prescribed for them
respectively by the Board of Directors, these bylaws, the President or the
Chairman of the Board.

         5.9      SECRETARY. 

         The Secretary shall keep, or cause to be kept, a book of minutes at the
principal office or such other place as the Board of Directors may order, of all
meetings of Directors and Shareholders, with the time and place of holding,
whether regular or special, and if special, how authorized, the notice thereof
given, the names of those present at Directors' meetings, the number of shares
present or represented at Shareholders' meetings and the proceedings thereof.

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


                                      -15-

<PAGE>

         The Secretary shall give, or cause to be given, notice of all the
meetings of the Shareholders and of the Board of Directors required by these
bylaws or by law to be given, and he shall keep the seal of the corporation in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors.

         5.10     CHIEF FINANCIAL OFFICER. 

         This Corporate Officer shall keep and maintain, or cause to be kept and
maintained in accordance with generally accepted accounting principles, adequate
and correct accounts of the properties and business transactions of the
corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, earnings (or surplus) and shares. The
books of account shall at all reasonable times be open to inspection by any
Director for a purpose reasonably related to his position as a Director.

         This Corporate Officer shall deposit all monies and other valuables in
the name and to the credit of the corporation with such depositaries as may be
designated by the Board of Directors. He shall disburse the funds of the
corporation as may be ordered by the Board of Directors, shall render to the
President and Directors, whenever they request it, an account of all of his
transactions and of the financial condition of the corporation, and shall have
such other powers and perform such other duties as may be prescribed by the
Board of Directors or these bylaws.

         5.11     ASSISTANT SECRETARY.

         The assistant secretary, if any, or, if there is 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 or her inability or refusal
to act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.

         5.12     ADMINISTRATIVE OFFICERS. 

         In addition to the Corporate Officers of the corporation as provided in
Section 1 of this Article and such subordinate Corporate Officers as may be
appointed in accordance with Section 3 of this Article, there may also be such
Administrative Officers of the corporation as may be designated and appointed
from time to time by the President of the corporation. Administrative Officers
shall perform such duties as from time to time may be determined by the
President or the Board of Directors in order to assist the Corporate Officers in
the furtherance of their duties. In the performance of such duties, however,
such Administrative Officers shall have limited authority to act on behalf of
the corporation as the Board of Directors shall establish, including but not
limited to limitations on the dollar amount and on the scope of agreements or
commitments that may be made by such Administrative Officers on behalf of the
corporation, which limitations may not be exceeded by such individuals or
altered by the President without further approval by the Board of Directors.


                                      -16-

<PAGE>


         5.13     AUTHORITY AND DUTIES OF OFFICERS.

         In addition to the foregoing powers, authority and duties, all officers
of the corporation shall respectively have such authority and powers and perform
such duties in the management of the business of the corporation as may be
designated from time to time by the board of directors.

                                   ARTICLE VI

              INDEMNIFICATION OF DIRECTORS, AND OFFICERS, EMPLOYEES
                                AND OTHER AGENTS

         6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS. 

         The corporation shall, to the maximum extent and in the manner
permitted by the Code, indemnify each of its directors and officers against
expenses (as defined in Section 317(a) of the Code), judgments, fines,
settlements, attorneys fees and other amounts actually and reasonably incurred
in connection with any proceeding (as defined in Section 317(a) of the Code),
arising by reason of the fact that such person is or was an agent of the
corporation. For purposes of this Article VI, a "director" or "officer" of the
corporation includes any person (i) who is or was a director or officer of the
corporation, (ii) who is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, or (iii) who was a director or officer of a corporation which
was a predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.

         6.2      INDEMNIFICATION OF OTHERS. 

         The corporation shall have the power, to the extent and in the manner
permitted by the Code, to indemnify each of its employees and agents (other than
directors and officers) against expenses (as defined in Section 317(a) of the
Code), judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding (as defined in Section 317(a) of the
Code), arising by reason of the fact that such person is or was an agent of the
corporation. For purposes of this Article VI, an "employee" or "agent" of the
corporation (other than a director or officer) includes any person (i) who is or
was an employee or agent of the corporation, (ii) who is or was serving at the
request of the corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or (iii) who was an
employee or agent of a corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such predecessor
corporation.


                                      -17-

<PAGE>


         6.3      PAYMENT OF EXPENSES IN ADVANCE. 

         Expenses incurred in defending any civil or criminal action or
proceeding for which indemnification is required pursuant to Section 6.1 or for
which indemnification is permitted pursuant to Section 6.2 following
authorization thereof by the Board of Directors shall be paid by the corporation
in advance of the final disposition of such action or proceeding upon receipt of
an undertaking by or on behalf of the indemnified party to repay such amount if
it shall ultimately be determined that the indemnified party is not entitled to
be indemnified as authorized in this Article VI.

         6.4      INDEMNITY NOT EXCLUSIVE. 

         The indemnification provided by this Article VI shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, to the extent that such
additional rights to indemnification are authorized in the Articles of
Incorporation.

         6.5      INSURANCE INDEMNIFICATION. 

         The corporation shall have the power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation against any liability asserted against or incurred by such
person in such capacity or arising out of such person's status as such, whether
or not the corporation would have the power to indemnify him against such
liability under the provisions of this Article VI.

         6.6      CONFLICTS. 

         No indemnification or advance shall be made under this Article VI,
except where such indemnification or advance is mandated by law or the order,
judgment or decree of any court of competent jurisdiction, in any circumstance
where it appears:

                  (1) That it would be inconsistent with a provision of the
Articles of Incorporation, these bylaws, a resolution of the shareholders or an
agreement in effect at the time of the accrual of the alleged cause of the
action asserted in the proceeding in which the expenses were incurred or other
amounts were paid, which prohibits or otherwise limits indemnification; or

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


                                      -18-

<PAGE>


                                   ARTICLE VII

                               RECORDS AND REPORTS

         7.1      MAINTENANCE AND INSPECTION OF SHARE REGISTER. 

         The corporation shall keep at its principal executive office, or at the
office of its transfer agent or registrar, if either be appointed and as
determined by resolution of the board of directors, a copy of these bylaws as
amended to date, a record of its shareholders, giving the names and addresses of
all shareholders and the number and class of shares held by each shareholder,
and other records of its business and accounting.

         A shareholder or shareholders of the corporation holding at least five
percent (5%) in the aggregate of the outstanding voting shares of the
corporation or who holds at least one percent (1%) of such voting shares and has
filed a Schedule 14B with the Securities and Exchange Commission relating to the
election of directors, may (i) inspect and copy the records of shareholders'
names and addresses and shareholdings during usual business hours on five (5)
days' prior written demand on the corporation, (ii) obtain from the transfer
agent of the corporation, on written demand and on the tender of such transfer
agent's usual charges for such list, a list of the names and addresses of the
shareholders who are entitled to vote for the election of directors, and their
shareholdings, as of the most recent record date for which that list has been
compiled or as of a date specified by the shareholder after the date of demand.
Such list shall be made available to any such shareholder by the transfer agent
on or before the later of five (5) days after the demand is received or five (5)
days after the date specified in the demand as the date as of which the list is
to be compiled.

         The record of shareholders shall also be open to inspection on the
written demand of any shareholder or holder of a voting trust certificate, at
any time during usual business hours, for a purpose reasonably related to the
holder's interests as a shareholder or as the holder of a voting trust
certificate.

         Any inspection and copying under this Section 7.1 may be made in person
or by an agent or attorney of the shareholder or holder of a voting trust
certificate making the demand.

         7.2      MAINTENANCE AND INSPECTION OF BYLAWS. 

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


                                      -19-

<PAGE>

         7.3      MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. 

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

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

         7.4      INSPECTION BY DIRECTORS. 

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

         7.5      ANNUAL REPORT TO SHAREHOLDERS; WAIVER. 

         The board of directors shall cause an annual report to be sent to the
shareholders not later than one hundred twenty (120) days after the close of the
fiscal year adopted by the corporation. Such report shall be sent at least
fifteen (15) days before the annual meeting of shareholders to be held during
the next fiscal year and in the manner specified in Section 2.6 of these bylaws
for giving notice to shareholders of the corporation.

         The annual report shall contain a balance sheet as of the end of the
fiscal year and an income statement and statement of changes in financial
position for the fiscal year, accompanied by any report of independent
accountants or, if there is no such report, the certificate of an authorized
officer of the corporation that the statements were prepared without audit from
the books and records of the corporation.

         The foregoing requirement of an annual report shall be waived so long
as the shares of the corporation are held by less than one hundred (100) 
holders of record.

         7.6      FINANCIAL STATEMENTS. 

         A copy of any annual financial statement and any income statement of
the corporation for each quarterly period of each fiscal year, and any
accompanying balance sheet of the corporation as of the end of each such period,
that has been prepared by the corporation shall be kept on file in the


                                      -20-

<PAGE>

principal executive office of the corporation for twelve (12) months; and 
each such statement shall be exhibited at all reasonable times to any 
shareholder demanding an examination of any such statement or a copy shall be 
mailed to any such shareholder.

         If a shareholder or shareholders holding at least five percent (5%) of
the outstanding shares of any class of stock of the corporation makes a written
request to the corporation for an income statement of the corporation for the
three-month, six-month or nine-month period of the then current fiscal year
ended more than thirty (30) days before the date of the request, and for a
balance sheet of the corporation as of the end of that period, the chief
financial officer shall cause that statement to be prepared, if not already
prepared, and shall deliver personally or mail that statement or statements to
the person making the request within thirty (30) days after the receipt of the
request. If the corporation has not sent to the shareholders its annual report
for the last fiscal year, such report shall likewise be delivered or mailed to
the shareholder or shareholders within thirty (30) days after the request.

         The corporation shall also, on the written request of any shareholder,
mail to the shareholder a copy of the last annual, semi-annual or quarterly
income statement which it has prepared, and a balance sheet as of the end of
that period.

         The quarterly income statements and balance sheets referred to in this
Section shall be accompanied by the report, if any, of any independent
accountants engaged by the corporation or the certificate of an authorized
officer of the corporation that the financial statements were prepared without
audit from the books and records of the corporation.

                                  ARTICLE VIII

                                 GENERAL MATTERS

         8.1      RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. 

         For purposes of determining the shareholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or
entitled to exercise any rights in respect of any other lawful action (other
than action by shareholders by written consent without a meeting), the board of
directors may fix, in advance, a record date, which shall not be more than sixty
(60) days before any such action, and in that case only shareholders of record
at the close of business on the date so fixed are entitled to receive the
dividend, distribution or allotment of rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date so fixed, except as otherwise provided in the
Code.

         If the board of directors does not so fix a record date, the record
date for determining shareholders for any such purpose shall be at the close of
business on the day on which the board adopts the applicable resolution or the
sixtieth (60th) day before the date of that action, whichever is later.


                                      -21-

<PAGE>


         8.2      CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. 

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

         8.3      CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED. 

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

         8.4      CERTIFICATES FOR SHARES. 

         A certificate or certificates for shares of the corporation shall be
issued to each shareholder when any of such shares are fully paid, and the board
of directors may authorize the issuance of certificates or shares as partly paid
provided that these certificates shall state the amount of the consideration to
be paid for them and the amount paid. All certificates shall be signed in the
name of the corporation by the chairman of the board or vice chairman of the
board or the president or a vice president and by the chief financial officer or
an assistant treasurer or 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 on a certificate shall have ceased to
be that officer, transfer agent or registrar before that certificate is issued,
it may be issued by the corporation with the same effect as if that person were
an officer, transfer agent or registrar at the date of issue.

         8.5      LOST CERTIFICATES. 

         Except as provided in this Section 8.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and cancelled at the same time. The board of
directors may, in case any share certificate or certificate for any other
security is lost, stolen or destroyed, authorize the issuance of replacement
certificates on such terms and conditions as the board may require, including
provision for indemnification of the corporation secured by a bond or other
adequate security sufficient to protect the corporation against any claim that
may be made against it, including any expense or liability, on account of the
alleged loss, theft or destruction of the certificate or the issuance of the
replacement certificate.


                                      -22-

<PAGE>


         8.6      CONSTRUCTION AND DEFINITIONS. 

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

                                   ARTICLE IX

                                   AMENDMENTS

         9.1      AMENDMENT BY SHAREHOLDERS. 

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

         9.2      AMENDMENT BY DIRECTORS. 

         Subject to the rights of the shareholders as provided in Section 9.1 of
these bylaws, bylaws, other than a bylaw or an amendment of a bylaw changing the
authorized number of directors (except to fix the authorized number of directors
pursuant to a bylaw providing for a variable number of directors), may be
adopted, amended, or repealed by the board of directors.

         Whenever an amendment or new bylaw is adopted, it shall be copied in
the book of bylaws with the original bylaws, in the appropriate place. If any
bylaw is repealed, the fact of repeal with the date of the meeting at which the
repeal was enacted or the filing of the operative written consent(s) shall be
stated in said book.
 

                                      -23-

<PAGE>

                            CERTIFICATE BY SECRETARY

         The undersigned hereby certifies that he is the duly elected, qualified
and acting Secretary of GENUS, INC. and that the foregoing amended and restated
bylaws, comprising twenty-three (23) pages, are the bylaws of said corporation
in effect as of the date hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
affixed the corporate seal this 13th day of November, 1998.



                                      /s/ MARIO M. ROSATI                
                                      -------------------