<PAGE>
                                                                     EXHIBIT 3.4


                              AMENDED AND RESTATED
                                    BYLAWS OF
                             AVANIR PHARMACEUTICALS

                                TABLE OF CONTENTS

<TABLE>

<S>     <C>                                                                           <C>
1       Offices..........................................................................1
        1.1    Principal Executive Office................................................1
        1.2    Other Offices.............................................................1

2       Meetings of Shareholders.........................................................1
        2.1    Place of Meetings.........................................................1
        2.2    Special Meetings..........................................................2
        2.3    Notice of Meetings........................................................2
        2.4    Quorum....................................................................3
        2.5    Adjourned Meeting and Notice Thereof......................................4
        2.6    Record Date...............................................................4
        2.7    Voting Rights.............................................................5
        2.8    Validation of Defectively Called or Noticed Meetings......................5
        2.9    Action Without a Meeting..................................................5
        2.10   Proxies...................................................................6
        2.11   Inspectors of Election....................................................6

3       Directors........................................................................7
        3.1    Powers....................................................................7
        3.2    Number and Qualification of Directors.....................................8
        3.3    Election and Term of Office...............................................9
        3.4    Vacancies.................................................................9
        3.5    Removal of Directors Without Cause.......................................10
        3.6    Place of Meeting.........................................................10
        3.7    Organizational Meeting...................................................10
        3.8    Other Regular Meetings...................................................10
        3.9    Special Meetings.........................................................10
        3.10   Action Without Meeting...................................................11
        3.11   Action at a Meeting: Quorum and Required Vote............................11
        3.12   Validation of Defectively Called or Noticed Meetings.....................12
        3.13   Adjournment..............................................................12
        3.14   Fees and Compensation....................................................12
        3.15   Indemnification of Agents of the Corporation; Purchase of Liability
               Insurance................................................................12

4       Executive and Other Committees..................................................15
        4.1    Executive and Other Committees...........................................15
        4.2    Scientific Council.......................................................15

5       Officers........................................................................15
        5.1    Officers.................................................................15

</TABLE>

                                       i

<PAGE>


<TABLE>

<S>     <C>                                                                           <C>
        5.2    Appointment of Officers..................................................16
        5.3    Subordinate Officers, Etc................................................16
        5.4    Removal and Resignation..................................................16
        5.5    Vacancies................................................................16
        5.6    Chairman of the Board....................................................16
        5.7    President and Chief Executive Officer....................................16
        5.8    Vice President...........................................................17
        5.9    Secretary................................................................17
        5.10   Chief Financial Officer..................................................17

6       Miscellaneous...................................................................18
        6.1    Inspection of Corporate Records..........................................18
        6.2    Checks, Drafts, Etc......................................................19
        6.3    Annual Report............................................................19
        6.4    Contracts, Etc., How Executed............................................19
        6.5    Certificate for Shares...................................................19
        6.6    Representation of Shares of Other Corporations...........................20
        6.7    Inspection of Bylaws.....................................................20
        6.8    Construction and Definitions.............................................20

7       Amendments......................................................................21
        7.1    Power of Shareholders....................................................21
        7.2    Power of Directors.......................................................21
        7.3    Records of Amendments....................................................21


</TABLE>


                                       ii


<PAGE>


                              AMENDED AND RESTATED
                                    BYLAWS OF
                             AVANIR PHARMACEUTICALS

                               ARTICLE 1 - OFFICES

       1.1    Principal Executive Office

              1.1.1  The principal executive office of the Corporation shall be
located at such place or places as may be designated by the Board of Directors.

       1.2    Other Offices

              1.2.1  Other business offices may at any time be established by
the Board of Directors at any place or places where the Corporation is qualified
to do business.

                      ARTICLE 2 - MEETINGS OF SHAREHOLDERS

       2.1    Place of Meetings

              2.1.1  All meetings of shareholders shall be held at the principal
executive office of the Corporation, or at any other place within or without the
State of California which may be designated by either the Board of Directors or
in a written consent of all persons entitled to vote thereat and not present at
the meeting, given either before or after the meeting, and filed with the
secretary of the Corporation.

              2.1.2  (a) The annual meeting of shareholders shall be held each
year on a date and at a time fixed by the Board of Directors. At each annual
meeting, (i) directors shall be elected from the persons who are nominated in
accordance with the procedures set forth in paragraph (b) below and (ii) any
proper business shall be conducted which has been submitted in accordance with
the procedures set forth in paragraph (b) below.

                     (b) Only proper business which has been submitted in
accordance with the following procedures shall be conducted at the annual
meeting. Submissions of nominations of persons for election as directors or
other proper business to be conducted at the annual meeting may be made at such
meeting by or at the direction of the Board of Directors, by any committee or
persons appointed by the Board of Directors or by any shareholder of the
corporation who complies with the notice procedures set forth in this paragraph.
Such submissions of proper business by any shareholder shall be made pursuant to
timely notice in writing to the Secretary of the corporation. To be timely, a
shareholder's notice shall be delivered to, or mailed and received at, the
principal executive offices of the corporation not less than sixty (60) days nor
more than one hundred twenty (120) days prior to the scheduled annual meeting,
regardless of any postponements, deferrals or adjournments of that meeting to a
later date; provided, however, that if less than seventy (70) days' notice or
prior public disclosure of the


                                       1
<PAGE>

date of the scheduled annual meeting is given or made to the shareholders,
notice by the shareholder, to be timely, must be so delivered or received not
later than the close of business on the tenth (10th) day following the day on
which such notice of the date of the scheduled annual meeting was mailed or the
day on which such public disclosure was made. A shareholder's notice to the
Secretary shall set forth as to each matter the shareholder proposes to bring
before the annual meeting (i) a description of the proper business submitted for
consideration at the annual meeting, (ii) the name and record address of the
stockholder giving the notice, (iii) the class and number of shares of capital
stock of the corporation which are beneficially owned by the stockholder, (iv)
any material interest of the shareholder in such business, and (v) if such
business involves the nomination of a person for election as a director, the
name, age, business and residence addresses and principal occupation of such
person. No proper business shall be conducted at the annual meeting unless
submitted in accordance with the procedures set forth herein. The officer of the
corporation presiding at an annual meeting shall, if the facts warrant,
determine and declare to the meeting that a submission of a proper nomination or
proper business 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
submission shall be disregarded."

       2.2    Special Meetings

              2.2.1  Special meetings of the shareholders for the purpose of
taking any action permitted by the shareholders under the California General
Corporation Law and the Articles of Incorporation of the Corporation, may be
called at any time by the chairman of the board, president and chief executive
officer, Board of Directors or by one or more shareholders entitled to cast not
less than 10 percent of the votes at such meeting. Upon request in writing that
a special meeting of shareholders be called for any proper purpose, directed to
the chairman of the board, president and chief executive officer, vice president
or secretary by any person (other than the Board of Directors) entitled to call
a special meeting of shareholders, the officer forthwith shall cause notice to
be given to shareholders entitled to vote that a meeting will be held (not less
than 35 nor more than 60 days after receipt of the request) at a time requested
by the person or persons calling the meeting.

       2.3    Notice of Meetings

              2.3.1  Written notice of shareholders meetings, annual or special,
shall be given to each shareholder entitled to vote, either personally or by
mail or other means of written communication, charges prepaid, addressed to such
shareholder at his or her address appearing on the books of the Corporation or
given by him or her to the Corporation for the purpose of such notice. If any
notice or report addressed to the shareholder at the address of such 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 such notice or report to the shareholder at such
address, all future notices or reports shall be deemed to have been duly given
without further mailing if the same shall be available for the shareholder upon
written demand of the shareholder at the principal executive office of the
Corporation for a period of one year from the date of the giving of such notice
or report to all other shareholders. If a shareholder gives no address, notice
shall be deemed to have been given him or her if sent by mail or other means of
written communication addressed to the place where




                                       2
<PAGE>


the principal executive office of the Corporation is situated, or if published
at least once in a newspaper of general circulation in the county in which said
principal executive office is located.

              2.3.2  All such notices shall be given to each shareholder
entitled thereto not less than 10 nor more than 60 days before each meeting of
shareholders. Any such notice shall be deemed to have been given at the time
when delivered personally or deposited in the mail or sent by other means of
written communication. An affidavit of mailing of any such notice in accordance
with the foregoing provisions, executed by the secretary, assistant secretary or
any transfer agent of the Corporation shall be prima facie evidence of the
giving of the notice.

              2.3.3  A notice of meeting of shareholders shall specify:

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

                     (b) If the meeting is an annual meeting, those matters
which the Board of Directors, at the time of the mailing of the notice, intends
to present for action by the shareholders;

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

                     (d) The general nature of a proposal, if any, to take
action with respect to approval of (i) a contract or other transaction between
the Corporation and one or more directors, or any corporation, firm or
association in which one or more directors has a material financial interest,
(ii) amendment of the Articles of Incorporation, (iii) a reorganization of the
Corporation, as defined in the California General Corporation Law, (iv) the
voluntary winding up and dissolution of the Corporation or (v) a plan of
distribution in dissolution other than in accordance with the rights of
outstanding preferred shares, if the Corporation has both preferred and common
stock outstanding;

                     (e) If a special meeting of shareholders, in addition to
(a) and (c) above, the general nature of the business to be transacted and that
no other business may be transacted; and

                     (f) Such other matters, if any, as may be expressly
required by statute.

       2.4    Quorum

              2.4.1  The presence in person or by proxy of persons entitled to
vote a majority of the voting shares of the Corporation at any meeting, but not
less than 33-1/3 percent of all voting shares of the Corporation, shall
constitute a quorum for the transaction of business. The shareholders present at
a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.




                                       3
<PAGE>



       2.5    Adjourned Meeting and Notice Thereof

              2.5.1  Any shareholders meeting, annual or special, whether or not
a quorum is present, may be adjourned from time to time by the vote of a
majority of the shares, the holders of which are either present in person or
represented by proxy, but in the absence of a quorum no other business may be
transacted at such meeting, except as provided in Paragraph 2.4.1 above.

              2.5.2  When any shareholders meeting, either annual or special, is
adjourned for 45 days or more, or if after adjournment a new record date is
fixed for the adjourned meeting, notice of the adjourned meeting shall be given
as in the case of an original meeting. Except as provided above, it shall not be
necessary to give any notice of the time and place of the adjourned meeting or
of the business to be transacted thereat, other than by announcement of the time
and place thereof at the meeting at which such adjournment is taken.

       2.6    Record Date

              2.6.1  The Board of Directors shall determine and fix a time in
the future as a record date for the determination of the shareholders entitled
to notice of, and to vote at, any meeting of shareholders or entitled to give
consent to corporate action in writing without a meeting, to receive any report,
dividend or distribution or allotment of rights, or to exercise rights in
respect to any change, conversion or exchange of shares or to exercise rights in
respect of any other lawful action. The record date so fixed shall be not more
than 60 nor less than 10 days prior to the date of any meeting nor more than 60
days prior to any other event for the purposes of which it is fixed.

              2.6.2  If no record date is fixed by the Board of Directors:

                     (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 of the
meeting is given, or if such notice is waived, at the close of business on the
business day next preceding the day on which the meeting of shareholders is
held.

                     (b) The record date for determining shareholders entitled
to give consent to corporate action in writing without a meeting shall be the
day on which the first written consent is given.

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

              2.6.3  Only shareholders of record on the record date are entitled
to notice of, and to vote at, any such meeting, to give consent without a
meeting, to receive any report, dividend, distribution or allotment of rights,
or to exercise the rights, as the case may be,




                                       4
<PAGE>



notwithstanding any transfer of any shares on the books of the Corporation after
the record date, except as otherwise provided in the Articles of Incorporation
of the Corporation or these Bylaws.

       2.7    Voting Rights

              2.7.1  Except as provided below or as otherwise provided by the
Articles of Incorporation or By-Laws, a shareholder shall be entitled to one
vote for each share held of record on the record date fixed for the
determination of the shareholders entitled to vote at a meeting or, if no such
date is fixed, the date determined in accordance with law. Upon the demand of
any shareholder made at a meeting before the voting begins, the election of
directors shall be by ballot. No shareholder will be permitted to cumulate votes
at any election of directors.

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

       2.8    Validation of Defectively Called or Noticed Meetings

              2.8.1  The transactions of any meeting of shareholders, either
annual or special, however called and noticed, shall be as valid as though taken
at a meeting duly held after regular call and notice, if a quorum is present,
either in person or by proxy, and if, either before or after the meeting, each
of the persons entitled to vote, not present in person or by proxy, signs a
written waiver of notice, a consent to the holding of such meeting or an
approval of the minutes thereof. All such waivers, consents or approvals shall
be filed with the corporate records or made a part of the minutes of the
meeting, as appropriate.

              2.8.2 Attendance of a shareholder at a meeting of shareholders
shall constitute a waiver of notice of such meeting, except when such
shareholder objects, at the beginning of the meeting, to the transaction of any
business because the meeting was not lawfully called or convened; except that,
attendance at a meeting is not a waiver of any right to object to the
consideration of matters required to be included in the notice of the meeting
but not so included if such objection is expressly made at the meeting.

       2.9    Action Without a Meeting

              2.9.1  Directors may be elected without a meeting by a consent in
writing, setting forth the action so taken, signed by all of the shareholders
who would be entitled to vote for the election of said directors; provided that,
except as hereinafter set forth, a director may be elected at any time to fill a
vacancy not created by the removal of a director which is not filled by the
directors, by the written consent of shareholders holding a majority of the
outstanding shares entitled to vote for the election of directors.




                                       5
<PAGE>


              2.9.2  Any other action which, under any provision of the
California General Corporation Law, may be taken at a meeting of shareholders,
may be taken without a meeting and without notice, except as hereinafter set
forth, 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 such action at a meeting at
which all shares entitled to vote thereon were present and voted.

              2.9.3  Unless the consent of all shareholders entitled to vote has
been solicited in writing: (a) notice of any proposed shareholder approval of
(i) a contract or other transaction between the Corporation and one or more
directors, or any corporation, firm or association in which one or more
directors has a material financial interest, (ii) indemnification of an agent of
the Corporation, as authorized by these Bylaws, (iii) a reorganization of the
Corporation, as defined in the California General Corporation Law, or (iv) a
distribution in dissolution, other than in accordance with the rights of
outstanding preferred shares, if the Corporation has both preferred and common
stock outstanding, without a meeting by less than unanimous written consent,
shall be given at least ten days before the consummation of the action
authorized by such approval, and (b) prompt notice shall be given of any other
corporate action taken and approved by shareholders without a meeting by less
than unanimous written consent, to those shareholders entitled to vote who have
not consented in writing. Such notices shall be given in the manner and shall be
deemed to have been given as provided in Section 2.3 of these Bylaws.

              2.9.4  Any shareholder giving a written consent, or the
shareholder's proxyholder, a transferee of the shares or a personal
representative of the shareholder or their respective proxyholders, may revoke
the consent by a writing received by the Corporation prior to the time that
written consents of the number of shares required to authorize the proposed
action have been filed with the secretary of the Corporation, but may not do so
thereafter. Such revocation is effective upon its receipt by the secretary of
the Corporation.

       2.10   Proxies

              2.10.1 Every person entitled to vote or execute written consents
shall have the right to do so either in person or by one or more agents
authorized by a written proxy executed by such person or his or her duly
authorized agent and filed with the secretary of the Corporation. Any proxy duly
executed is not revoked and continues in full force and effect until (i) an
instrument revoking it or a duly executed proxy bearing a later date is filed
with the secretary of the Corporation prior to the vote pursuant thereto, (ii)
the person executing the proxy attends the meeting and votes in person or (iii)
written notice of the death or incapacity of the maker of such proxy is received
by the Corporation before the vote pursuant thereto is counted; provided that no
such proxy shall be valid after the expiration of 11 months from the date of its
execution, unless the person executing it specifies therein the length of time
for which such proxy is to continue in force.

       2.11   Inspectors of Election

              2.11.1 In advance of any meeting of shareholders, the Board of
Directors may appoint any persons, other than nominees for office, as inspectors
of election to act at such




                                       6
<PAGE>



meeting or any adjournment thereof. If inspectors of election are not so
appointed, the chairman of any such meeting may, and on the request of any
shareholder or his or her proxy shall, make such appointment at the meeting. The
number of inspectors of election shall be either one or three. If appointed at a
meeting on the request of one or more shareholders or proxies, the majority of
shares represented in person or by proxy shall determine whether one or three
inspectors are to be appointed. In case any person appointed as an inspector of
election fails to appear or fails or refuses to act, the vacancy may, and on the
request of any shareholder or a shareholder's proxy shall, be filled by
appointment by the Board of Directors prior to the meeting, or at the meeting by
the chairman of the meeting.

              2.11.2 The duties of such inspectors of election shall be as
prescribed by the California General Corporation Law and shall include:
determining the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies; receiving votes, ballots or consents; hearing
and determining all challenges and questions in any way arising in connection
with any right to vote; counting and tabulating all votes or consents;
determining when the polls shall close; determining the results; and such other
acts as may be proper to conduct the election or vote with fairness to all
shareholders. In the determination of the validity and effect of proxies the
dates contained on the forms of proxy shall presumptively determine the order of
execution of the proxies, regardless of the postmark dates on the envelopes in
which they are mailed.

              2.11.3 The inspectors of election shall perform their duties
impartially, in good faith, to the best of their ability and as expeditiously as
is practical. If there are three inspectors of election, the decision, act or
certificate of a majority is effective in all respects as the decision, act or
certificate of all. Any report or certificate made by the inspectors of election
is prima facie evidence of the facts stated therein.

                              ARTICLE 3 - DIRECTORS

       3.1    Powers

              3.1.1  Subject to limitations set forth in the Articles of
Incorporation and the Bylaws of the Corporation and in the California General
Corporation Law as to action to be authorized or approved by the shareholders or
by the outstanding shares, and subject to the duties of directors as prescribed
by these Bylaws, 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. Without prejudice to such general powers, but subject to the
same limitations, it is hereby expressly declared that the directors shall have
the following powers:

                     (a) To select and remove all officers, agents and employees
of the Corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the Articles of Incorporation or the Bylaws, fix
their compensation and require from them security for faithful service;




                                       7
<PAGE>



                     (b) To conduct, manage and control the affairs and business
of the Corporation, and to make such rules and regulations therefor not
inconsistent with law, the Articles of Incorporation or the Bylaws, as they may
deem best;

                     (c) To change the principal office for the transaction of
the business of the Corporation from one location to another within or without
the State of California, as provided in Article 1, Section 1.1.1 hereof; to fix
and locate from time to time one or more other offices of the Corporation within
or without the State of California, as provided in Article 1, Section 1.2.1
hereof; to designate any place within or without the State of California for the
holding of any shareholders meetings; and to adopt, make and use a corporate
seal, to prescribe the form of certificates of stock, and to alter the form of
such seal and of such stock certificates from time to time as in their judgment
they deem best, provided such seal and such certificates shall at all times
comply with the provisions of law;

                     (d) To authorize the issue of stock of the Corporation from
time to time, upon such terms as may be lawful, in consideration of money paid,
labor done, services actually rendered to the Corporation or for its benefit or
in its formation or reorganization, debts or securities canceled, tangible or
intangible property actually received either by the Corporation or by a wholly
owned subsidiary, or as a share dividend, or upon a stock split, reverse stock
split, reclassification or conversion of outstanding shares into shares of
another class, exchange of outstanding shares for shares of another class, or
other change affecting outstanding shares;

                     (e) To borrow money and incur indebtedness for the purposes
of the Corporation and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidences of debt and securities therefor, and

                     (f) To delegate the management of the day-to-day operations
of the business of the Corporation to a management company or other person,
provided that the business and affairs of the Corporation shall be managed and
all corporate powers shall be exercised under the ultimate direction of the
Board of Directors.

       3.2    Number and Qualification of Directors

              3.2.1  The number of directors of the Corporation shall not be
less than five nor more than nine (which in no case shall be greater than two
times the stated minimum minus one) until changed by a bylaw amending this
Paragraph 3.2 duly adopted by a vote or written consent of the holders of a
majority of the outstanding shares entitled to vote, provided that a proposal to
reduce the authorized number or the minimum number of directors below five
cannot be adopted if the votes cast against its adoption at a meeting, or the
shares not consenting in the case of action by written consent, are equal to
more than 16-2/3 percent of the outstanding shares entitled to vote. The exact
number of directors shall be fixed from time to time within the limits specified
in this Paragraph 3.2 by the Board of Directors. Subject to the foregoing
provisions for changing the number of directors, the initial number of directors
of this Corporation has been fixed at nine.




                                       8
<PAGE>



       3.3    Election and Term of Office

              3.3.1  The directors shall be divided into three classes,
designated Class I, Class II and Class III as nearly equal in number as
reasonably possible, with any overage allocated in the discretion of the Board
of Directors. The initial term of office of the Class I directors will expire at
the 1999 annual meeting of shareholders. The initial term of office of the Class
II directors will expire at the 2000 annual meeting of shareholders. The initial
term of office of the Class III directors will expire at the 2001 annual meeting
of shareholders. At the 1998 annual meeting of shareholders and at each annual
meeting of shareholders thereafter, directors shall be elected, to succeed
directors of the class whose terms expires, for a term of office to expire at
the second succeeding annual meeting after their election. All directors,
including directors elected to fill vacancies, shall hold office until the
expiration of the term for which elected and until their successors are elected
and qualified, except in the case of death, resignation or removal of any
director.

       3.4    Vacancies

              3.4.1  A vacancy in the Board of Directors shall be deemed to
exist in any of the following instances:

                     (a) The death, resignation or removal of any director.

                     (b) If a director shall have been declared of unsound mind
by order of court or convicted of a felony.

                     (c) If the authorized number of directors shall have been
increased.

                     (d) If the shareholders shall fail to elect the full
authorized number of directors.

              3.4.2  Vacancies in the Board of Directors, except for a vacancy
created by the removal of a director, may be filled by a majority of the
remaining directors, though less than a quorum, or by a sole remaining director.
Each director so elected shall hold office until his or her successor is elected
at an annual or a special meeting of the shareholders. A vacancy in the Board of
Directors created by the removal of a director may only be filled by the vote of
a majority of the shares entitled to vote represented at a duly held meeting at
which a quorum is present, or by the unanimous written consent of the
shareholders.

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

              3.4.4  Any director may resign effective upon giving written
notice to the chairman of the board, the president, the secretary or the Board
of Directors of the Corporation, unless the notice specifies a later time for
the effectiveness of such resignation; and, unless




                                       9
<PAGE>



otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. If the resignation is effective at a future
time, the Board or shareholders shall have the power to elect a successor to
take office when the resignation becomes effective.

              3.4.5  A reduction of the authorized number of directors shall not
have the effect of removing any director prior to the expiration of his or her
term of office.

       3.5    Removal of Directors Without Cause

              3.5.1  A director may not be removed if the votes cast against
removal of the director, or not consenting in writing to the removal, would be
sufficient to elect the director if voted cumulatively (without regard to
whether shares may otherwise be voted cumulatively) at an election at which (i)
the same total number of votes were cast (or, if removal is sought through
action by written consent, all shares entitled to vote were voted) and (ii)
either the number of directors elected at the most recent annual meeting of
shareholders, or if greater, the number of directors for whom removal is being
sought, were then being elected."

       3.6    Place of Meeting

              3.6.1  Regular meetings of the Board of Directors shall be held at
any place within or without the State of California which has been designated in
the notice of the meeting or, if not stated in the notice, or if there is no
notice, from time to time by resolution of the Board of Directors or by written
consent of all members of the Board. In the absence of such designation, regular
meetings shall be held at the principal executive office of the Corporation.
Special meetings of the Board may be held either at a place so designated or at
the principal executive office of the Corporation.

       3.7    Organizational Meeting

              3.7.1  Immediately following each annual meeting of shareholders
the Board of Directors shall hold an organizational meeting at the place of said
annual meeting or at such other place as shall be fixed by the Board of
Directors, for the purposes of organization, election of officers and the
transaction of other business. Call and notice of such meetings are hereby
dispensed with.

       3.8    Other Regular Meetings

              3.8.1  Other regular meetings of the Board of Directors shall be
held at such time and place as may be determined from time to time by the Board
of Directors. If such date should fall upon a legal holiday, then the meeting
shall be held at the same time on the next succeeding business day thereafter.
Notice of all such regular meetings of the Board of Directors is hereby
dispensed with.

       3.9    Special Meetings




                                       10
<PAGE>



              3.9.1  Special meetings of the Board of Directors for any purpose
or purposes may be called at any time by the chairman of the board, if there be
such an officer, the president and chief executive officer, any vice president,
the secretary or by any two directors.

              3.9.2  Written notice of the time and place of special meetings
shall be delivered personally to each director or communicated to each director
by telephone, facsimile, mail (with charges prepaid) or courier holding itself
out as able to effect next day delivery, addressed to him or her at his or her
address as it is shown upon the records of the Corporation or, if it is not so
shown on the records or is not readily ascertainable, at the place at which
meetings of the directors are regularly held. In case such notice is mailed, it
shall be deposited in the United States mail at least four days prior to the
time of the holding of the meeting. In case such notice is delivered personally
or by telephone, as above provided, it shall be so delivered at least 48 hours
prior to the time of the holding of the meeting. In case such notice is
delivered by facsimile, it shall be transmitted to the facsimile telephone
number of the intended recipient shown upon the records of the Corporation at
least 48 hours prior to the time of the holding of the meeting; if no facsimile
telephone number is shown upon the records of the Corporation for the intended
recipient, attempted delivery by facsimile of a notice of meeting to such
recipient will not constitute due notice of the meeting to such recipient. In
case such notice is delivered by courier holding itself out as able to effect
next day delivery, it shall be delivered to the courier not later than the
second day before the day of the meeting. Such mailing, facsimile transmission
or delivery, personally or by telephone, as above provided, shall be due, legal
and personal notice to such director.

              3.9.3  Any notice shall state the date, place and hour of the
meeting.

       3.10   Action Without Meeting

              3.10.1 Any action by the Board of Directors may be taken without a
meeting if all members of the Board shall individually or collectively consent
in writing to such action. Such written consent or consents shall be filed with
the minutes of the proceedings of the Board and shall be of the same force and
effect as a unanimous vote of such directors.

       3.11   Action at a Meeting: Quorum and Required Vote

              3.11.1 The presence of a majority of the authorized number of
directors at a meeting of the Board of Directors constitutes a quorum for the
transaction of business, except as hereinafter provided. Members of the Board
may participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such meeting
can hear one another. Participation in a meeting as permitted in the preceding
sentence constitutes presence in person at such meeting. Every act or decision
done or made by a majority of the directors present at a meeting duly held at
which a quorum is present shall be regarded as the act of the Board of
Directors, unless a greater number, or the same number after disqualifying one
or more directors from voting, is required by law, the Articles of Incorporation
of the Corporation or these Bylaws.




                                       11
<PAGE>


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

       3.12   Validation of Defectively Called or Noticed Meetings

              3.12.1 The transactions of any meeting of the Board of Directors,
however called and noticed or wherever held, shall be as valid as though taken
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 or who
has, though present, prior to the meeting or at its commencement, protested the
lack of proper notice to him or her, signs a written waiver of notice or a
consent to holding such meeting or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of such meeting.

       3.13   Adjournment

              3.13.1 A quorum of the Board of Directors may adjourn any
directors meeting to meet again at a stated day and hour; provided, however,
that in the absence of a quorum, a majority of the directors present at any
directors meeting, either regular or special, may adjourn the meeting from time
to time to another time and place.

              3.13.2 If a meeting is adjourned for more than 24 hours, notice of
any adjournment to another time or place shall be given prior to the time of the
adjourned meeting to the directors who were not present at the time of
adjournment. Otherwise, notice of the time and place of holding an adjourned
meeting need not be given to absent directors if the time and place is so fixed
at the adjourned meeting.

       3.14   Fees and Compensation

              3.14.1 Directors and members of committees appointed by the Board
may receive such compensation for their services and reimbursement for expenses,
if any, as may be fixed or determined by resolution of the Board.

       3.15   Indemnification of Agents of the Corporation; Purchase of
Liability Insurance

              3.15.1 For the purposes of this Section 3.15, "director" and
"officer" mean any person who (i) is or was a director or officer, respectively,
of the Corporation, (ii) is or was serving at the request of the Corporation as
a director or officer, respectively, of another foreign or domestic corporation
or other enterprise or (iii) was a director or officer, respectively, of a
foreign or domestic corporation which was a predecessor corporation of the
Corporation or of another enterprise at the request of such predecessor
corporation; "agent' means any person who (i) is or was a director or officer,
(ii) is or was serving at the request of the Corporation as an employee or agent
of another foreign or domestic corporation, partnership, joint venture, trust or
other enterprise or (iii) was an employee or agent of a foreign or domestic
corporation which was a predecessor corporation of the Corporation or of another
enterprise at the request of such




                                       12
<PAGE>



predecessor corporation; "proceeding' means any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative;
and "expenses" includes, without limitation, attorneys' fees and any expenses of
establishing a right to indemnification under Paragraphs 3.15.4 or 3.15.5(d) of
this Section 3.15.

              3.15.2 The Corporation shall indemnify the directors and officers,
and may indemnify upon resolution of the Board of Directors of the Corporation
any agent, who was or is a party, or is threatened to be made a party, to any
proceeding (other than an action by or in the right of the Corporation to
procure a judgment in its favor) by reason of the fact that such person is or
was a director, officer or agent, respectively, of the Corporation against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with such proceeding if such person acted in
good faith and in a manner such person reasonably believed to be in the best
interests of the Corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of such person was unlawful. The
termination of any proceeding by judgment, order, settlement, conviction or upon
a plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith in a manner which the
person reasonably believed to be in the best interests of the Corporation or
that the person had reasonable cause to believe that the person's conduct was
unlawful.

              3.15.3 The Corporation shall indemnify the directors and officers,
and may indemnify upon resolution of the Board of Directors of the Corporation
any agent, who was or is a party, or is threatened to be made a party, to any
threatened, pending of completed action by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that such person is or was
a director, officer or agent, respectively, of the Corporation against expenses
actually and reasonably incurred by such person in connection with the defense
or settlement of such action if such person acted in good faith, in a manner
such person believed to be in the best interests of the Corporation and its
shareholders. No indemnification shall be made under this Paragraph 3.15.3:

                     (a) In respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the Corporation in the
performance of such person's duty to the Corporation and its shareholders,
unless and only to the extent that the court in which such proceeding is or was
pending shall determine upon application that, in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for
expenses and then only to the extent that the court shall determine; or

                     (b) Of amounts paid in settling or otherwise disposing of a
pending action without court approval; or

                     (c) Of expenses incurred in defending a pending action
which is settled or otherwise disposed of without court approval.

              3.15.4 To the extent that an agent of the Corporation has been
successful on the merits in defense of any proceeding referred to in Paragraph
3.15.2 or 3.15.3 above, or in defense of any claim, issue or matter therein,
said agent shall be indemnified against expenses actually and reasonably
incurred by said agent in connection therewith.




                                       13
<PAGE>


              3.15.5 Except as provided in Paragraph 3.15.4 above, any
indemnification under this Section 3.15 shall be made by the Corporation only if
authorized in the specific case upon a determination that indemnification of the
agent is proper in the circumstances because the agent has met the applicable
standard of conduct set forth in Paragraph 3.15.2 or 3.15.3 above, by any of the
following:

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

                     (b) If such a quorum of directors is not obtainable, by
independent legal counsel in a written opinion;

                     (c) Approval or ratification by the affirmative vote of a
majority of the shares of this Corporation entitled to vote represented at a
duly held meeting at which a quorum is present or by the written consent of
holders of a majority of the outstanding shares which would be entitled to vote
at such meeting. For such purpose, the shares owned by the person to be
indemnified shall not be entitled to vote thereon; or

                     (d) The court in which such proceeding is or was pending,
upon application made by the Corporation, the agent or the attorney or other
person rendering services in connection with the defense, whether or not such
application by said agent, attorney or other person is opposed by the
Corporation.

              3.15.6 Expenses incurred in defending any proceeding may be
advanced by the Corporation prior to the final disposition of such proceeding
upon receipt of an undertaking by or on behalf of the agent to repay such amount
if it shall be determined ultimately that the agent is not entitled to be
indemnified as authorized in this Section 3.15.

              3.15.7 The indemnification provided in this Section 3.15 is not
exclusive of any other rights which the agents of the Corporation may be
entitled under any other provision of these bylaws, agreement, vote of
shareholders or disinterested directors, the Articles of Incorporation of the
Corporation, as amended from time to time, or otherwise, or pursuant to the laws
of California. Such indemnification shall continue as to a person who has ceased
to be an agent and shall inure to the benefit of the heirs, executors and
administrators of the person. Nothing contained in this Section 3.15 shall
affect any right to indemnification to which persons other than directors and
officers of the Corporation, or any subsidiary thereof, may be entitled by
contract or otherwise.

              3.15.8 No indemnification or advance shall be made under this
section, except as provided in Paragraph 3.15.4 or 3.15.5 (c) above, in any
circumstance where it appears:

                     (a) That it would be inconsistent with a provision of the
Articles of Incorporation of the Corporation, a resolution of the shareholders
or an agreement in effect at the time of the accrual of the alleged cause of
action asserted in the proceeding in which the




                                       14
<PAGE>


expenses were incurred or other amounts were paid which prohibits or otherwise
limits indemnification; or

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

              3.15.9 Upon and in the event of a determination by the Board of
Directors of the Corporation to purchase such insurance, the Corporation may
purchase and maintain insurance on behalf of any agent of the Corporation
against any liability asserted against or incurred by the agent in such capacity
or arising out of the agent's status as such whether or not the Corporation
would have the power to indemnify the agent against such liability under the
provisions of this Section 3.15.

              3.15.10 Notwithstanding any of the foregoing in this Section 3.15,
the directors and officers of the Corporation are hereby indemnified and held
harmless from all liability arising from or related to a breach of duty to the
Corporation or its stockholders.

                   ARTICLE 4 - EXECUTIVE AND OTHER COMMITTEES

       4.1    Executive and Other Committees

              4.1.1  The Board of Directors may appoint an executive committee,
and such other committee as may be necessary from time to time, consisting of
two or more of its members with such powers as it may designate, consistent with
the Articles of Incorporation of the Corporation, these Bylaws and the
California General Corporation Law. Such committees shall hold office at the
pleasure of the Board.

       4.2    Scientific Council

              4.2.1  The Board of Directors may establish a Scientific Council
to govern the scientific research of the Corporation and provide the Scientific
Council with such bylaws as it deems appropriate provided, however, that such
bylaws shall be subordinate to and shall not affect the interpretation of these
Bylaws.

                              ARTICLE 5 - OFFICERS

       5.1    Officers

              5.1.1  The officers of the Corporation shall be a president and
chief executive officer, vice president, secretary and chief financial officer.
The Corporation may also have, at the election of the Board of Directors, a
chairman of the board, one or more additional vice presidents, one or more
assistant secretaries, one or more assistant chief financial officers and such
other officers as may be appointed in accordance with the provisions of Section
5.3 of this article. Any number of offices may be held by the same person unless
the Articles of Incorporation of the Corporation or these Bylaws provide
otherwise.




                                       15
<PAGE>


       5.2    Appointment of Officers

              5.2.1  The officers of the Corporation, except such officers as
may be appointed in accordance with the provisions of Section 5.3 or 5.5 below,
shall be chosen annually by the Board of Directors and shall hold office until
their respective successors shall be qualified and appointed or until such
officers shall resign, be removed or otherwise disqualified.

       5.3    Subordinate Officers, Etc.

              5.3.1  The Board of Directors may at any time appoint, and may
empower the president to appoint, such other officers as the business of the
Corporation may require, each of whom shall hold office for such period, have
such authority and perform such duties as are provided in these Bylaws or as the
Board of Directors may from time to time determine.

       5.4    Removal and Resignation

              5.4.1  Any officer may be removed, either with or without cause,
by the Board of Directors at any regular or special meeting thereof.

              5.4.2  Any officer may resign at any time by giving written notice
to the Board of Directors or to the president or secretary of the Corporation,
without prejudice, however, to the rights, if any, of the Corporation under any
contract to which such officer is a party. Any such resignation shall take
effect as of the date of 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.

       5.5    Vacancies

              5.5.1  A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in these Bylaws for regular appointments to such office.

       5.6    Chairman of the Board

              5.6.1  The chairman of the board, if there shall be such an
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 or her by the Board of Directors or prescribed by these
Bylaws.

       5.7    President and Chief Executive officer

              5.7.1  Subject to such powers, if any, as may be given by the
Board of Directors to the chairman of the board, if there be such an officer,
the president and chief executive officer shall be the general manager and chief
executive officer of the Corporation and shall, subject to the control of the
Board of Directors, have general supervision, direction and control of the
business and affairs of the Corporation. The president and chief executive
officer, or any other




                                       16
<PAGE>


designee so appointed by the Board of Directors, shall preside at all meetings
of shareholders and, in the absence of the chairman of the board, or if there be
none, at all meetings of the Board of Directors. The president and chief
executive officer shall have the general powers and duties of management usually
vested in the office of president and chief executive officer of a corporation
and shall have such other powers and duties as may be prescribed by the Board of
Directors or these Bylaws.

       5.8    Vice President

              5.8.1  In the absence or disability of the president and chief
executive officer, the vice presidents, in order of their rank as fixed by the
Board of Directors, or, if not ranked, the vice president designated by the
Board of Directors, shall perform all the duties of the president and when so
acting shall have all the powers of, and be subject to all the restrictions
upon, the president. The vice presidents shall have such other powers and
perform such other duties as from time to time may be prescribed for them
respectively by the Board of Directors or these Bylaws.

       5.9    Secretary

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

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

              5.9.3  The secretary shall give, or cause to be given, notice of
all meetings of shareholders and the Board of Directors required by these Bylaws
or by law to be given, shall keep the corporate seal of the Corporation in safe
custody, and shall have such other powers and perform such other duties as may
be prescribed by the Board of Directors or these Bylaws.

              5.9.4  The assistant secretary, if there shall be such an officer,
or, if there 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 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.

       5.10   Chief Financial Officer




                                       17
<PAGE>


              5.10.1 The chief financial officer shall be the chief financial
officer of the Corporation and shall keep and maintain, or cause to be kept and
maintained, adequate and correct accounts of the properties and business
transactions of the Corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, surplus and shares. The books
of account shall at all reasonable times be open to inspection by any director.

              5.10.2 The chief financial officer shall deposit all moneys and
other valuables in the name and to the credit of the Corporation with such
depositories as may be designated by the Board of Directors. The chief financial
officer shall disburse the funds of the Corporation as may be ordered by the
Board, render to the president and directors, whenever they request it, an
account of all of his or her transactions as chief financial officer and of the
financial condition of the Corporation and have such other powers and perform
such other duties as may be prescribed by the Board of Directors or these
Bylaws.

              5.10.3 The assistant chief financial officer, if there shall be
such an officer, or, if there shall be more than one, the assistant chief
financial officers 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 chief financial officer or in the event of his or her
inability or refusal to act, perform the duties and exercise the powers of the
chief financial officer and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

                            ARTICLE 6 - MISCELLANEOUS

       6.1    Inspection of Corporate Records

              6.1.1  The accounting books and records, the record of
shareholders and minutes of proceedings of the shareholders and the Board of
Directors and committees of the Board and any subsidiary of this Corporation
shall be open to inspection upon the written demand on the Corporation of any
shareholder or holder of a voting trust certificate at any reasonable time
during usual business hours for a purpose reasonably related to such holder's
interests as a shareholder or as the holder of such voting trust certificate.
Such inspection by a shareholder or holder of a voting trust certificate may be
made in person or by agent or attorney and the right of inspection includes the
right to copy and make extracts. Demand of inspection shall be made in writing
upon the president and chief executive officer, secretary or assistant secretary
of the Corporation.

              6.1.2  A shareholder or shareholders holding at least five
percent, in the aggregate, of the outstanding voting shares of the Corporation
or who hold(s) at least one percent of such voting shares and have filed a
Schedule 14B with the United States Securities and Exchange Commission relating
to the election of directors of the Corporation shall have (in person, or by
agent or attorney) the right to do either or both of the following: (i) inspect
and copy the record of shareholders' names and addresses and shareholdings
during usual business hours upon five business days' prior written demand upon
the Corporation, or (ii) to obtain from the transfer agent for the Corporation,
upon written demand and upon the tender of the transfer agent's usual charges, a
list of the shareholders' names and addresses who are entitled to vote for


                                       18
<PAGE>


the election of directors and their shareholdings, as of the most recent record
date for which it has been compiled or as of a date specified by the shareholder
subsequent to the date of demand. Said list shall be made available on or before
the later of five business days after the demand is received or the date
specified therein as the date as of which the list is to be compiled.

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

       6.2    Checks, Drafts, Etc.

              6.2.1  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.

       6.3    Annual Report

              6.3.1  So long as there are fewer than 100 holders of record of
the Corporation's shares, the annual report to shareholders referred to in
Section 1501 of the California Corporations Code is expressly dispensed with,
but nothing herein shall be interpreted as prohibiting the Board of Directors
from issuing such reports or as affecting the rights of shareholders to obtain
special financial statements as provided by the California General Corporation
Law.

       6.4    Contracts, Etc.. How Executed

              6.4.1  The Board of Directors, except as otherwise provided in
these Bylaws, may authorize any officer or officers, agent or agents, to enter
into any contract or execute any instrument in the name of and on behalf of the
Corporation. Such authority may be general or confined to specific instances;
however, unless so authorized by the Board of Directors, no officer, agent or
employee shall have any power or authority to bind the Corporation by any
contract or engagement or to pledge its credit or to render it liable for any
purpose or to any amount.

       6.5    Certificate for Shares

              6.5.1  Every holder of shares of the Corporation shall be entitled
to have a certificate signed in the name of the Corporation by the chairman or
vice chairman of the Board of Directors or the president and chief executive
officer or a vice president and by the chief financial officer or an assistant
treasurer or the secretary or any assistant secretary, certifying the number of
shares and the class or series of shares owned by said shareholder. Any
signature on the certificate may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the



                                       19
<PAGE>


Corporation with the same effect as if such person were an officer, transfer
agent or registrar at the date of issue.

              6.5.2  Any such certificate shall also contain such legend or
other statement as may be required by the California General Corporation Law,
the Corporate Securities Law of 1968, the federal securities laws and any
agreement between the Corporation and the shareholders thereof.

              6.5.3  Certificates for shares may be issued prior to full payment
under such restrictions and for such purposes as the Board of Directors or these
Bylaws may provide; provided, however, that any such certificate so issued prior
to full payment shall state on the face thereof the amount of the consideration
remaining unpaid and the terms of payment thereof.

              6.5.4  No new certificate for shares shall be issued in lieu of an
old certificate unless the latter is surrendered and canceled at the same time;
provided, however, that a new certificate will be issued without the surrender
and cancellation of the old certificate if (i) the old certificate is lost,
apparently destroyed or wrongfully taken, (ii) the request for the issuance of
the new certificate is made within a reasonable time after the owner of the old
certificate has notice of its loss, destruction or theft, (iii) the request for
the issuance of a new certificate is made prior to the receipt of notice by the
Corporation that the old certificate has been acquired by a bona fide purchaser,
(iv) the owner of the old certificate files a sufficient indemnity bond with, or
provides other adequate security to, the Corporation and (v) the owner satisfies
any other reasonable requirements imposed by the Corporation. In the event of
the issuance of a new certificate, the rights and liabilities of the
Corporation, and of the holders of the old and new certificates, shall be
governed by the provisions of the California Uniform Commercial Code.

       6.6    Representation of Shares of Other Corporations

              6.6.1  The president and chief executive officer or any vice
president and the secretary or any assistant secretary of the Corporation are
authorized to vote, represent and exercise on behalf of the Corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of the Corporation. The authority herein granted to said
officers to vote or represent on behalf of the Corporation any and all shares
held by the Corporation in any other corporation or corporations may be
exercised either by such officers in person or by any other person authorized to
do so by proxy or power of attorney duly executed by said officers.

       6.7    Inspection of Bylaws

              6.7.1  The Corporation shall keep at its principal executive
office in California or, if its principal executive office is not in California,
then at its principal business office in California (or otherwise provide upon
written request of any shareholder) the original or a copy of these Bylaws as
amended or otherwise altered to date, certified by the secretary, which shall be
open to inspection by the shareholders at all reasonable times during regular
business hours.

       6.8    Construction and Definitions


                                       20
<PAGE>


              6.8.1  Unless the context otherwise requires, the general
provisions, rules of construction and definitions contained in the California
General Corporation Law shall govern the construction of these Bylaws. Without
limiting the generality of the foregoing, the masculine gender includes the
feminine and neuter, the singular number includes the plural and the plural
number includes the singular, and the term "person" includes a corporation as
well as a natural person.

                             ARTICLE 7 - AMENDMENTS

       7.1    Power of Shareholders

              7.1.1  New bylaws may be adopted or these Bylaws may be amended or
repealed by the affirmative vote of a majority of the outstanding shares
entitled to vote, or by the written consent of shareholders entitled to vote
such shares, except as otherwise provided by law or by the Articles of
Incorporation of the Corporation.

       7.2    Power of Directors

              7.2.1  Subject to the right of shareholders as provided in Section
7.1 above to adopt, amend or repeal bylaws, bylaws other than a bylaw or
amendment thereof changing the authorized number of directors, may be adopted,
amended or repealed by the Board of Directors, except as specifically set forth
in the Articles of Incorporation or these Bylaws to the contrary.

       7.3    Records of Amendments

              7.3.1  Whenever an amendment or new bylaw is adopted, it shall be
filed in the appropriate place in the minute book of the Corporation with the
original Bylaws. If any bylaw is repealed, the fact of repeal with the date of
the meeting at which the repeal was enacted or written consent was filed shall
be stated in said book.


                                       21