AMENDED AND RESTATED BYLAWS
 
                                       OF
 
                               OSI SYSTEMS, INC.
 
 
 
                                   ARTICLE I
 
                                    OFFICES
 
          Section 1.  PRINCIPAL OFFICES.  The board of directors shall fix the
                      -----------------                                       
location of the principal executive office of the corporation at any place
within or outside the State of California.  If the principal executive office is
located outside this state, and the corporation has one or more business offices
in this state, the board of directors shall fix and designate a principal
business office in the State of California.
 
          Section 2.  OTHER OFFICES.  The board of directors or officers of the
                      -------------                                            
corporation may at any time establish branch or subordinate offices at any place
or places where the corporation is qualified to do business.
 
 
                                   ARTICLE II
 
                            MEETINGS OF SHAREHOLDERS
 
          Section 1.  PLACE OF MEETINGS.  Meetings of shareholders shall be held
                      -----------------                                         
at any place within or outside the State of California designated by the board
of directors.  In the absence of any such designation, shareholders' meetings
shall be held at the principal executive office of the corporation.
 
          Section 2.  ANNUAL MEETING.  The annual meeting of shareholders shall
                      --------------                                           
be held each year on a date and at a time designated by the board of directors.
At each annual meeting directors shall be elected, and any other proper business
may be transacted.
 
          Section 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, or by one or more shareholders holding shares in the
aggregate entitled to cast not less than l0% of the votes at that meeting.
 
          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
 
                                       1
<PAGE>
 
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 4 and 5 of this Article II, 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 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.
 
          Section 4.  NOTICE OF SHAREHOLDERS' MEETINGS.  All notices of meetings
                      --------------------------------                          
of shareholders shall be sent or otherwise given in accordance with Section 5 of
this Article II not less than ten (10) nor more than sixty (60) days before the
date of the meeting.  The notice shall specify the place, date and hour of the
meeting and (i) in the case of a special meeting, the general nature of the
business to be transacted, or (ii) in the case of the annual meeting, those
matters which the board of directors, at the time of giving the notice, intends
to present for action by the shareholders.  The notice of any meeting at which
directors are to be elected shall include the name of any nominee or nominees
whom, at the time of the notice, management intends to present for election.
 
          If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a director has a direct or indirect financial
interest, pursuant to Section 310 of the Corporations Code of California, (ii)
an amendment of the articles of incorporation, pursuant to Section 902 of that
Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of
that Code, (iv) a voluntary dissolution of the corporation, pursuant to Section
1900 of that Code, or (v) a distribution in dissolution other than in accordance
with the rights of outstanding preferred shares, pursuant to Section 2007 of
that Code, the notice shall also state the general nature of that proposal.
 
          Section 5.  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.  Notice of
                      --------------------------------------------            
any meeting of shareholders shall be given either personally or by first-class
mail or telegraphic or other written communication, charges prepaid, addressed
to the shareholder at the address of that shareholder appearing on the books of
the corporation or given by the shareholder to the corporation for the purpose
of notice.  If no such address appears on the corporation's books or is given,
notice shall be deemed to have been given if sent to that shareholder by first-
class mail or telegraphic or other written communication to the corporation's
principal executive office, or if published at least once in a newspaper of
general circulation in the county where that office is located.
 
                                       2
<PAGE>
 
Notice shall be deemed to have been given at the time when delivered personally
or deposited in the mail or sent by telegram or other means of written
communication.
 
          If any notice addressed to a shareholder at the address of that
shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the shareholder
at that address, all future notices or reports shall be deemed to have been duly
given without further mailing if these shall be available to the shareholder on
written demand of the shareholder at the principal executive office of the
corporation for a period of one year from the date of the giving of the notice.
 
          An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting shall be executed by the secretary, assistant secretary,
or any transfer agent of the corporation giving the notice, and shall be filed
and maintained in the minute book of the corporation.
 
          Section 6.  QUORUM.  The presence in person or by proxy of the holders
                      ------                                                    
of a majority of the shares entitled to vote at any meeting of shareholders
shall constitute a quorum for the transaction of business.  The shareholders
present at a duly called or held meeting at which a quorum is present may
continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.
 
          Section 7.  ADJOURNED MEETING; NOTICE.  Any shareholders' meeting,
                      -------------------------                             
annual or special, whether or not a quorum is present, may be adjourned from
time to time by the vote of the majority of the shares represented at that
meeting, either in person or by proxy, but in the absence of a quorum, no other
business may be transacted at that meeting, except as provided in Section 6 of
this Article II.
 
          When any meeting of shareholders, either annual or special, is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place are announced at a meeting at which the
adjournment is taken, unless a new record date for the adjourned meeting is
fixed, or unless the adjournment is for more than forty-five (45) days from the
date set for the original meeting, in which case the board of directors shall
set a new record date.  Notice of any such adjourned meeting shall be given to
each shareholder of record entitled to vote at the adjourned meeting in
accordance with the provisions of Sections 4 and 5 of this Article II.  At any
adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting.
 
          Section 8.  VOTING.  The shareholders entitled to vote at
                      ------                                       
 
                                       3
<PAGE>
 
any meeting of shareholders shall be determined in accordance with the
provisions of Section 11 of this Article II, subject to the provisions of
Sections 702 to 704, inclusive, of the Corporations Code of California (relating
to voting shares held by a fiduciary, in the name of a corporation, or in joint
ownership).  The shareholders' vote may be by voice vote or by ballot; provided,
however, that any election for directors must be by ballot if demanded by any
shareholder before the voting has begun.  On any matter other than elections of
directors, any shareholder may vote part of the shares in favor of the proposal
and refrain from voting the remaining shares or vote them against the proposal,
but, if the shareholder fails to specify the number of shares which the
shareholder is voting affirmatively, it will be conclusively presumed that the
shareholder's approving vote is with respect to all shares that the shareholder
is entitled to vote.  If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote on any
matter (other than the election of directors) shall be the act of the
shareholders, unless the vote of a greater number of voting by classes is
required by California General Corporation Law or by the articles of
incorporation.
 
          At a shareholders' meeting at which directors are to be elected, no
shareholder shall be entitled to cumulate votes (i.e., cast for any one or more
                                                 ----                          
candidates a number of votes greater than the number of shareholder's shares)
unless the candidates' names have been placed in nomination prior to
commencement of the voting and a shareholder has given notice prior to
commencement of the voting of the shareholder's intention to cumulate votes.  If
any shareholder has given such a notice, then every shareholder entitled to vote
may cumulate votes for candidates in nomination and give one candidate a number
of votes equal to the number of directors to be elected multiplied by the number
of votes to which that shareholder's shares are entitled, or distribute the
shareholder's votes on the same principle among any or all of the candidates, as
the shareholder thinks fit.  The candidates receiving the highest number of
votes, up to the number of directors to be elected, shall be elected.
 
          Section 9.  WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS.  The
                      --------------------------------------------------      
transactions 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 a holding of the meeting, or an approval of the
minutes.  The waiver of notice or consent need not specify either the business
to be transacted or the purpose of any annual or special meeting of
shareholders, except that if action is taken or proposed to be taken for
approval of any of those matters specified in the second paragraph of Section 4
of this Article II, the waiver of notice or consent shall state the general
nature of the proposal.  All such waivers,
 
                                       4
<PAGE>
 
consents or approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.
 
          Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters not included in the notice
of the meeting if that objection is expressly made at the meeting.
 
          Section 10.  SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
                       -------------------------------------------------------  
Any action which may be taken at any annual or special meeting of shareholders
may be taken without a meeting and without prior notice, if a consent in
writing, setting forth the action so taken, is signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take that action at a meeting at which all shares
entitled to vote on that action were present and voted.  In the case of election
of directors, such a consent shall be effective only if signed by the holders of
all outstanding shares entitled to vote for the election of directors; provided,
however, that a director may be elected at any time to fill a vacancy on the
board of directors that has not been filled by the directors, by the written
consent of the holders of a majority of the outstanding shares entitled to vote
for the election of directors.  All such consents shall be filed with the
secretary of the corporation and shall be maintained in the corporate records.
Any shareholder giving a written consent, or the shareholder's proxy holders, or
a transferee of the shares or a personal representative of 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.
This notice shall be given in the manner specified in Section 5 of this Article
II.  In the case of approval of (i) contracts or transactions in which a
director has a direct or indirect financial interest, pursuant to Section 310 of
the Corporations Code of California, (ii) indemnification of agents of the
corporation, pursuant to Section 317 of that Code, (iii) a reorganization of the
corporation, pursuant to Section 1201 of that Code, or (iv) a distribution in
dissolution other than in accordance with the rights of outstanding preferred
shares, pursuant to Section 2007 of that Code, the notice shall be given at
least ten (10) days before the consummation of any action authorized by that
approval.
 
                                       5
<PAGE>
 
          Section 11.  RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING
                       ------------------------------------------------------
CONSENTS.  For purposes of determining the shareholders entitled to notice of
- --------                                                                     
any meeting or to vote or entitled to give consent to corporate action without a
meeting, the board of directors may fix, in advance, a record date, which shall
not be more than sixty (60) days nor less than ten (10) days before the date of
any such meeting nor more than sixty (60) days before any such action without a
meeting, and in this event only shareholders of record on the date so fixed are
entitled to notice and to vote or to give consents, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
the record date, except as otherwise provided in the California General
Corporation Law.
 
     If the board of directors does not so fix a record date:
 
          (a) The record date for determining shareholders entitled to notice of
or to vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held.
 
          (b) The record date for determining shareholders entitled to give
consent to corporate action in writing without a meeting, (i) when no prior
action by the board has been taken, shall be the date on which the first written
consent is given, or (ii) when prior action of the board has been taken, shall
be at the close of business on the date on which the board adopts the resolution
relating to that action, or the sixtieth (60th) day before the date of such
action, whichever is later.
 
          Section 12.  PROXIES.  Every person entitled to vote for directors or
                       -------                                                 
on any other matter shall have the right to do so either in person or by one or
more agents authorized by a written proxy signed by the person and filed with
the secretary of the corporation.  A proxy shall be deemed signed if the
shareholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission, or otherwise) by the shareholder or the
shareholder's attorney-in-fact.  A validly executed proxy which does not state
that it is irrevocable shall continue in full force and effect unless (i)
revoked by the person executing it, before the vote pursuant to that proxy, by a
writing delivered to the corporation stating that the proxy is revoked, or by a
subsequent proxy executed by, or attendance at the meeting and voting in person
by, the person executing the proxy; or (ii) written notice of the death or
incapacity of the maker of that proxy is received by the corporation before the
vote pursuant to that proxy is counted; provided, however, that no proxy shall
be valid after the expiration of eleven (11) months from the date of the proxy,
unless otherwise provided in the proxy.  The revocability of a proxy that states
on its face that is irrevocable shall be governed by the provisions of Sections
705(e) and 705(f) of the Corporations Code of California.
 
                                       6
<PAGE>
 
     Section 13.  INSPECTORS OF ELECTION.  Before any meeting of shareholders, 
                  ----------------------                        
the board of directors may appoint any persons other than nominees for office to
act as inspectors of election at the meeting or its adjournment. If no
inspectors of election are so appointed, the chairman of the meeting may, and on
the request of any shareholder or a shareholder's proxy shall, appoint
inspectors of election at the meeting. The number of inspectors shall be either
one (l) or three (3). If inspectors are appointed at a meeting on the request of
one or more shareholders or proxies, the holders of a majority of shares or
their proxies present at the meeting shall determine whether one (l) or three
(3) inspectors are to be appointed. If any person appointed as inspector fails
to appear or fails or refuses to act, the chairman of the meeting may, and upon
the request of any shareholder or a shareholder's proxy shall, appoint a person
to fill that vacancy.
 
     These inspectors shall:
 
          (a) Determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, and the
authenticity, validity, and effect of proxies;
 
          (b) Receive votes, ballots, or consents;
 
          (c) Hear and determine all challenges and questions in any way arising
in connection with the right to vote;
 
          (d) Count and tabulate all votes or consents;
 
          (e) Determine when the polls shall close;
 
          (f) Determine the result; and
 
          (g) Do any other acts that may be proper to conduct the election or
vote with fairness to all shareholders.
 
     Section 14.  NOMINATIONS FOR DIRECTOR; SHAREHOLDER PROPOSALS.
                  ----------------------------------------------- 
 
          (a) Nomination of Directors.  Nominations for election of members of
              -----------------------                                         
the board of directors may be made by the board of directors or by any
shareholder of any outstanding class of voting stock of the corporation entitled
to vote for the election of directors in accordance with this Section 14.
 
          (b) Other Proposals.  Any shareholder of the corporation entitled to
              ---------------                                                 
vote at any annual or special meeting of shareholders may make nominations for
the election of directors and other proposals for inclusion on the agenda of any
such meeting provided such shareholder complies with the timely notice
provisions set forth in this Section 14 (as well as any additional requirements
under any applicable law or regulation).
 
                                       7
<PAGE>
 
          (c) Timely Notice by Shareholders.  A shareholder's notice shall be
              -----------------------------                                  
delivered to or mailed and received at the principal executive offices of the
corporation (i) in the case of any special meeting and of the first annual
meeting held after the effective date of these Amended and Restated Bylaws, not
less than thirty (30) days nor more than sixty (60) days prior to the meeting
date specified in the notice of such meeting; provided, however, that if less
                                              --------                       
than forty (40) days' notice or prior public disclosure of the date of such
meeting is given or made to shareholders, notice by shareholder to be timely
must be so received not later than the close of business on the tenth day
following the day on which such notice of the date of such meeting was mailed or
such public disclosure was made, and (ii) in the case of any subsequent annual
meeting, not less than ninety (90) days prior to the day and month on which, in
the immediately preceding year, the annual meeting for such year had been held.
Such shareholder's notice shall set forth (A) as to each person whom the
shareholder proposes to nominate for election or re-election as a director, (i)
the name, age, business address and residence address of such person, (ii) the
principal occupation or employment of such person, the class and number of
shares of the corporation which are beneficially owned by such person that are
required to be disclosed in solicitations of the proxies with respect to
nominees for election as directors, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including, without limitation, such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director, if elected); (B) as to each action item required to be
included on the agenda, a description, in sufficient detail, of the purpose and
effect of the proposal to the extent necessary to properly inform all
shareholders entitled to vote thereon prior to any such vote; and (C) as to the
shareholder giving the notice, (i) the name and address, as they appear on the
corporation's books, of such shareholder and (ii) the class and number of shares
of the corporation which are beneficially owned by such shareholder.
 
          (d) Failure to Provide Timely Notice, Etc.  No person nominated by a
              -------------------------------------                           
shareholder shall be elected as a director of the corporation unless nominated
in accordance with the procedures set forth in this Section 14.  The Chairman of
the meeting shall, if the facts warrant, determine and declare to the meeting
that a nomination or other proposal by a shareholder was not properly brought
before the meeting, and, if the Chairman shall so determine, he shall so declare
to the meeting and such nomination or other proposal shall be disregarded.
 
 
                                  ARTICLE III
 
                                   DIRECTORS
 
     Section 1.  POWERS.  Subject to the provisions of the California General 
                 ------                                              
Corporation Law and any limitations in the articles of incorporation and these
bylaws relating to action
 
                                       8
<PAGE>
 
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.
 
     Without prejudice to these general powers, and subject to the same
limitations, the directors shall have the power to:
 
          (a) Select and remove all officers, agents, and employees of the
corporation; prescribe any powers and duties for them that are consistent with
law, with the articles of incorporation, and with these bylaws; fix their
compensation; and require from them security for faithful service.
 
          (b) Change the principal executive office or the principal business
office in the State of California from one location to another; cause the
corporation to be qualified to do business in any other state, territory,
dependency, or country and conduct business within or without the State of
California; and designate any place within or without the State of California
for the holding of any shareholders' meeting, or meetings, including annual
meetings.
 
          (c) Adopt, make and use a corporation seal; prescribe the forms of
certificates of stock; and alter the form of the seal and certificates.
 
          (d) Authorize the issuance of shares of stock of the corporation on
any lawful terms, in consideration of money paid, labor done, services actually
rendered, debts or securities canceled, or tangible or intangible property
actually received.
 
          (e) Borrow money and incur indebtedness on behalf of the corporation,
and cause to be executed and delivered for the corporation's purposes, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, and other evidences of debt and securities.
 
     Section 2.  NUMBER OF DIRECTORS.
                 ------------------- 
 
          (a) The authorized number of directors shall be not less than five nor
more than nine.  The exact number of directors shall be fixed from time to time
by resolution of the Board of Directors, except that in the absence of any such
designation, such number shall be five.
 
          (b) The maximum or minimum authorized number of directors may only be
changed by an amendment of this Section approved by the vote or written consent
of a majority of the outstanding shares entitled to vote; provided, however,
that an amendment reducing the minimum number to a number less than five shall
not 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) exceed 16-2/3%
of such outstanding shares; and
 
                                       9
<PAGE>
 
provided further, that in no case shall the stated maximum authorized number of
directors exceed two times the stated minimum number of authorized directors
minus one.
 
          Section 3.  ELECTION AND TERM OF OFFICE OF DIRECTORS.  Directors shall
                      ----------------------------------------                  
be elected at each annual meeting of the shareholders to hold office until the
next annual meeting.  Each director, including a director elected to fill a
vacancy, shall hold office until the expiration of the term for which elected
and until a successor has been elected and qualified.
 
          Section 4.  VACANCIES.  Vacancies in the board of directors may be
                      ---------                                             
filled by a majority of the remaining directors, though less than a quorum, or
by a sole remaining director, except that a vacancy created by the removal of a
director by the vote or written consent of the shareholders or by court order
may be filled only by the vote of a majority of the shares entitled to vote
represented 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 entitled to
vote.  Each director so elected shall hold office until the next annual meeting
of the shareholders and until a successor has been elected and qualified.
 
          A vacancy or vacancies in the board of directors shall be deemed to
exist in the event of the death, resignation, or removal of any director, or if
the board of directors by resolution declares vacant the office of a director
who has been declared of unsound mind by an order of court or convicted of a
felony, or if the authorized number of directors is increased, or if the
shareholders fail, at any meeting of shareholders at which any director or
directors are elected, to elect the number of directors to be voted for at that
meeting.
 
          The shareholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors, but any such election by
written consent shall require the consent of a majority of the outstanding
shares entitled to vote.
 
          Any director may resign effective on giving written notice to the
chairman of the board, the president, the secretary, or the board of directors,
unless the notice specifies a later time for that resignation to become
effective.  If the resignation of a director is effective at a future time, the
board of directors may elect a successor to take office when the resignation
becomes effective.
 
          No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office expires.
 
          Section 5.  PLACE OF MEETING AND MEETINGS BY TELEPHONE.  Regular
                      ------------------------------------------          
meetings of the board of directors may be held at any place within or outside
the State of California that has been designated from time to time by resolution
of the board.  In the absence of
 
                                       10
<PAGE>
 
such a designation, regular meetings shall be held at the principal executive
office of the corporation.  Special meetings of the board shall be held at any
place within or outside the State of California that has been designated in the
notice of the meeting or, if not stated in the notice or there is no notice, at
the principal executive office of the corporation.  Any meeting, regular or
special, may be held by conference telephone or similar communication equipment,
so long as all directors participating in the meeting can hear one another, and
all such directors shall be deemed to be present in person at the meeting.
 
          Section 6.  ANNUAL MEETING.  Immediately following each annual meeting
                      --------------                                            
of shareholders, the board of directors shall hold a regular meeting for the
purpose of organization, any desired election of officers, and the transaction
of other business.  Notice of this meeting shall not be required.
 
          Section 7.  OTHER REGULAR MEETINGS.  Other regular meetings of the
                      ----------------------                                
board of directors shall be held without call at such time as shall from time to
time be fixed by the board of directors.  Such regular meetings may be held
without notice.
 
          Section 8.  SPECIAL MEETINGS.   Special meetings of the board of
                      ----------------                                    
directors for any purpose or purposes may be called at any time by the chairman
of the board or the president or any vice president or the secretary or any two
directors.
 
          Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the corporation.  In case the notice is mailed,
it shall be deposited in the United States mail at least four (4) days before
the time of the holding of the meeting.  In case the notice is delivered
personally, or by telephone or telegram, it shall be delivered personally or by
telephone or to the telegraph company at least forty-eight (48) hours before the
time of the holding of the meeting.  Any oral notice given personally or by
telephone may be communicated either to the director or to a person at the
office of the director who the person giving the notice has reason to believe
will promptly communicate it to the director.  The notice need not specify the
purpose of the meeting nor the place if the meeting is to be held at the
principal executive office of the corporation.
 
          Section 9.  QUORUM.  A majority of the authorized number of directors
                      ------                                                   
shall constitute a quorum for the transaction of business, except to adjourn as
provided in Section 11 of this Article III.  Every act or decision done or made
by a majority of the directors present at a meeting duly held at which a quorum
is present shall be regarded as the act of the board of directors, subject to
the provisions of Section 310 of the Corporations Code of California (as to
approval of contracts or transactions in which a director has a direct or
indirect material financial interest), Section 311 of that Code (as to
appointment of committees), and
 
                                       11
<PAGE>
 
Section 317(e) of that Code (as to indemnification of directors).  A meeting at
which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by
at least a majority of the required quorum for that meeting.
 
          Section 10.  WAIVER OF NOTICE.  The transaction of any meeting of the
                       ----------------                                        
board of directors, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice if a
quorum is present and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, a consent to holding the
meeting or an approval of the minutes.  The waiver of notice or consent need not
specify the purpose of the meeting.  All such waivers, consents, and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.  Notice of a meeting shall also be deemed given to any director who
attends the meeting without protesting, before or at its commencement, the lack
of notice to that director.
 
          Section 11.  ADJOURNMENT.  A majority of the directors present,
                       -----------                                       
whether or not constituting a quorum, may adjourn any meeting to another time
and place.
 
          Section 12.  NOTICE OF ADJOURNMENT.  Notice of the time and place of
                       ---------------------                                  
holding 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 8 of this Article III, to the directors who were not present at the
time of the adjournment.
 
          Section 13.  ACTION WITHOUT MEETING.  Any action required or permitted
                       ----------------------                                   
to be taken by the board of directors may be taken without a meeting, if all
members of the board shall individually or collectively consent in writing to
that action.  Such action by written consent shall have the same force and
effect as a unanimous vote of the board of directors.  Such written consent or
consents shall be filed with the minutes of the proceedings of the board.
 
          Section 14.  FEES AND COMPENSATION OF DIRECTORS.  Directors and
                       ----------------------------------                
members of committees may receive such compensation, if any, for their services,
and such reimbursement of expenses, as may be fixed or determined by resolution
of the board of directors.  This Section 14 shall not be construed to preclude
any director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise, and receiving compensation for those services.
 
                                       12
<PAGE>
 
                                  ARTICLE IV
 
                                  COMMITTEES
 
     Section 1.  COMMITTEES OF DIRECTORS.  The board of directors may, by
                 -----------------------                                 
resolution adopted by a majority of the authorized number of directors,
designate one or more committees, each consisting of two or more directors, to
serve at the pleasure of the board.  The board may designate one or more
directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee.  Any committee, to the extent provided
in the resolution of the board, shall have all the authority of the board,
except with respect to:
 
          (a) the approval of any action which, under the General Corporation
Law of California, also requires shareholder's approval or approval of the
outstanding shares;
 
          (b) the filling of vacancies on the board of directors or in any
committee;
 
          (c) the fixing of compensation of the directors for serving on the
board or on any committee;
 
          (d) the amendment or repeal of bylaws or the adoption of new bylaws;
 
          (e) the amendment or repeal of any resolution of the board of
directors which by its express terms is not so amendable or repealable;
 
          (f) a distribution to the shareholders of the corporation, except at a
rate or in a periodic amount or within a price range determined by the board of
directors; or
 
          (g) the appointment of any other committees of the board of directors
or the members of these committees.
 
     Section 2.  MEETINGS AND ACTION OF COMMITTEES.  Meetings and action of
                 ---------------------------------                         
committees shall be governed by, and held and taken in accordance with, the
provisions of Article III of these bylaws, Sections 5 (place of meetings), 7
(regular meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of
notice), 11 (adjournment), 12 (notice of adjournment), and 13 (action without
meeting), with such changes in the context of those bylaws as are necessary to
substitute the committee and its members for the board of directors and its
members, except that the time of regular meetings of committees may be
determined either by resolution of the board of directors or by resolution of
the committee; special meetings of the 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
 
                                       13
<PAGE>
 
inconsistent with the provisions of these bylaws.
 
 
                                   ARTICLE V
 
                             OFFICERS AND EMPLOYEES
 
          Section 1.  OFFICERS.  The officers of the corporation shall be a
                      --------                                             
president, a secretary, and a chief financial officer.  The corporation may also
have, at the discretion of the board of directors, a chairman of the board, one
or more vice presidents, one or more assistant secretaries, one or more
assistant treasurers, and such other officers as may be appointed in accordance
with the provisions of Section 3 of this Article V.  Any number of offices may
be held by the same person.
 
          Section 2.  ELECTION OF OFFICERS.  The officers of the corporation,
                      --------------------                                   
except such officers as may be appointed in accordance with the provisions of
Section 3 or Section 5 of this Article V, shall be chosen by the board of
directors, and each shall serve at the pleasure of the board, subject to the
rights, if any, of an officer under any contract of employment.
 
          Section 3.  SUBORDINATE OFFICERS.  The board of directors may appoint,
                      --------------------                                      
and may empower the 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 the bylaws or as
a board of directors may from time to time determine.
 
          Section 4.  REMOVAL AND RESIGNATION OF OFFICERS.  Subject to the
                      -----------------------------------                 
rights, if any, of an officer under any contract of employment, any officer may
be removed, either with or without cause, by the board of directors, at any
regular or special meeting of the board, or, except in case of an officer chosen
by the board of directors, by an officer upon whom such power of removal may be
conferred by the board of directors.
 
          Any officer may resign at any time by giving written notice to the
corporation.  Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective.  Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.
 
          Section 5.  VACANCIES IN OFFICES.  A vacancy in any office because of
                      --------------------                                     
death, resignation, removal, disqualification or any other cause shall be filled
in the manner prescribed in these bylaws for regular appointments to that
office.
 
          Section 6.  CHAIRMAN OF THE BOARD.  The chairman of the board, if such
                      ---------------------                                     
an officer be elected, shall preside at meetings of
 
                                       14
<PAGE>
 
the board of directors and exercise and perform such other powers and duties as
from time to time may be assigned to him by the board of directors or prescribed
by these bylaws.  If there is no president, the chairman of the board shall in
addition be the chief executive officer of the corporation and shall have the
powers and duties prescribed in Section 7 of this Article V.
 
          Section 7.  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 an officer, the president shall be the chief executive officer of the
corporation and shall, subject to the control of the board of directors, have
general supervision, direction, and control of the business and the officers of
the corporation.  He shall preside at all meetings of the shareholders and, in
the absence of the chairman of the board, or if there be none, at all meetings
of the board of directors.  He shall have the general powers and duties of
management usually vested in the office of president of a corporation, and shall
have such other powers and duties as may be prescribed by the board of directors
or the bylaws.
 
          Section 8.  VICE PRESIDENTS.  In the absence or disability of the
                      ---------------                                      
president, the vice presidents, if any, in order of their rank as fixed by the
board of directors or, if not ranked, a vice president designated by the board
of directors, shall perform all the duties of the president, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
president.  The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
board of directors, the chairman of the board, the president or the bylaws.
 
          Section 9.  SECRETARY.  The secretary shall keep or cause to be kept,
                      ---------                                                
at the principal executive office or such other place as the board of directors
may direct, a book of minutes of all meetings and actions of directors,
committees of directors, and shareholders, with the time and place of holding,
whether regular or special, and, if special, how authorized, the notice given,
the names of those present at directors' meetings or committee meetings, the
number of shares present or represented at shareholders' meetings, and the
proceedings.
 
          The secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent or
registrar, as determined by resolution of the board of directors, a share
register, or a duplicate share register, showing the names of all shareholders
and their addresses, the number 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.
 
          The secretary shall give, or cause to be given, notice of all meetings
of the shareholders and of the board of directors required
 
                                       15
<PAGE>
 
by the bylaws or by law to be given, and he shall keep the seal of the
corporation if one be adopted, in safe custody, and shall have such other powers
and perform such other duties as may be prescribed by the board of directors or
by the bylaws.
 
          Section 10.  CHIEF FINANCIAL OFFICER.  The chief financial officer
                       -----------------------                              
shall keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of accounts of the properties and business
transactions of the corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, retained earnings, and shares.
The books of account shall at all reasonable times be open to inspection by any
directors.
 
          The chief financial officer shall deposit all 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 as chief financial officer and of the financial
condition of the corporation, and shall have other powers and perform such other
duties as may be prescribed by the board of directors or the bylaws.
 
 
                                   ARTICLE VI
 
                    INDEMNIFICATION OF DIRECTORS, OFFICERS,
 
                          EMPLOYEES, AND OTHER AGENTS
 
          Section 1.  AGENTS, PROCEEDINGS, AND EXPENSES.  For the purposes of
                      ---------------------------------                      
this Article, "agent" means any person who is or was a director, officer,
employee, or other agent of this corporation, or is or was serving at the
request of this corporation as a director, officer, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust or
other enterprise, or was a director, officer, employee, or agent of a foreign or
domestic corporation which was a predecessor corporation of this corporation or
of another enterprise at the request of such 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 Section 4 or Section 5(c) of this Article.
 
          Section 2.  ACTIONS OTHER THAN BY THE CORPORATION.  Subject to the
                      -------------------------------------                 
provisions of Section 5, Section 8 and Section 9 of this Article, this
corporation shall indemnify any person 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 this corporation) by reason of the fact that such person is or was an agent
of this
 
                                       16
<PAGE>
 
corporation, against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with such proceeding if that
person acted in good faith and in a manner that person reasonably believed to be
in the best interests of this corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of that 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 and in a
manner which the person reasonably believed to be in the best interests of this
corporation or that the person had reasonable cause to believe that the person's
conduct was unlawful.
 
     Section 3.  ACTIONS BY THE CORPORATION.  Subject to the provisions of
                 --------------------------                               
Section 5, Section 8 and Section 9 of this Article, this corporation shall
indemnify any person who was or is a party, or is threatened to be made a party,
to any threatened, pending or completed action by or in the right of this
corporation to procure a judgment in its favor by reason of the fact that person
is or was an agent of this corporation, against expenses actually and reasonably
incurred by that person in connection with the defense or settlement of that
action if that person acted in good faith, in a manner that person believed to
be in the best interests of this corporation and with such care, including
reasonable inquiry, as an ordinarily prudent person in a like position would use
under similar circumstances.  No indemnification shall be made under this
Section 3:
 
          (a) In respect of any claim, issue or matter as to which that person
shall have been adjudged to be liable to this corporation in the performance of
that person's duty to this corporation, unless and only to the extent that the
court in which that action was brought shall determine upon application that, in
view of all the circumstances of the case, that person is fairly and reasonably
entitled to indemnity for the expenses which the court shall determine;
 
          (b) Of amounts paid in settling or otherwise disposing of a threatened
or pending action, without court approval; or
 
          (c) Of expenses incurred in defending a threatened or pending action
which is settled or otherwise disposed of without court approval.
 
     Section 4.  SUCCESSFUL DEFENSE BY AGENT.  To the extent that an agent of
                 ---------------------------                              
this corporation has been successful on the merits in defense of any proceeding
referred to in Sections 2 or 3 of this Article, or in defense of any claim,
issue, or matter therein, the agent shall be indemnified against expenses
actually and reasonably incurred by the agent in connection therewith.
 
                                       17
<PAGE>
 
     Section 5.  REQUIRED APPROVAL.  Except as provided in Section 4 of this 
                 -----------------                                     
Article, any indemnification under this Article shall be made by this
corporation only if authorized in the specific case on 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 Sections 2 or 3 of this
Article, by:
 
          (a) A majority vote of a quorum consisting of directors who are not
parties to the proceeding;
 
          (b) Approval 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 entitled to vote.  For this purpose, the shares owned by the
person to be indemnified shall not be considered outstanding or entitled to vote
thereon; or
 
          (c) The court in which the proceeding is or was pending, on
application made by this corporation or the agent or the attorney or other
person rendering services in connection with the defense, whether or not such
application by the agent, attorney, or other person is opposed by this
corporation.
 
     Section 6.  ADVANCE OF EXPENSES.  Expenses incurred in defending any
                 -------------------                                     
proceeding may be advanced by this corporation before the final disposition of
the proceeding on receipt of an undertaking by or on behalf of the agent to
repay the amount if it shall be determined ultimately that the agent is not
entitled to be indemnified as authorized in this Article.
 
     Section 7.  OTHER CONTRACTUAL RIGHTS.  Nothing contained in this Article 
                 ------------------------                            
shall affect any right to indemnification to which persons other than directors
and officers of this corporation or any subsidiary hereof may be entitled by
contract or otherwise.
 
     Section 8.  LIMITATIONS.  No indemnification or advance shall be made 
                 -----------                                              
under this Article, except as provided in Section 4 or Section 5(c), in any
circumstance where it appears:
 
          (a) That it would be inconsistent with a provision of the articles, 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
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.
 
     Section 9.  INSURANCE.  Upon and in the event of a determination by the
                 ---------                                              
board of directors of this corporation to purchase such insurance, this
corporation shall purchase and
 
                                       18
<PAGE>
 
maintain insurance on behalf of any agent of the corporation against any
liability asserted against or insured by the agent in such capacity or arising
out of the agent's status as such whether or not this corporation would have the
power to indemnify the agent against that liability under the provisions of this
section.
 
          Section 10.  FIDUCIARIES OF CORPORATION EMPLOYEE BENEFIT PLAN.  This
                       ------------------------------------------------       
Article does not apply to any proceeding against any trustee, investment
manager, or other fiduciary of an employee benefit plan in that person's
capacity as such, even though that person may also be an agent of the
corporation as defined in Section 1 of this Article.  Nothing contained in this
Article shall limit any right to indemnification to which such a trustee,
investment manager, or other fiduciary may be entitled by contract or otherwise,
which shall be enforceable to the extent permitted by applicable law other than
this Article.
 
 
                                  ARTICLE VII
 
                              RECORDS AND REPORTS
 
          Section 1.  MAINTENANCE AND INSPECTION OF SHARE REGISTER.  The
                      --------------------------------------------      
corporation shall keep at its principal executive office, or at the office of
its transfer agent or registrar, if either be appointed and as determined by
resolution of the board of directors, a record of its shareholders, giving the
names and addresses of all shareholders and the number and class of shares held
by each shareholder.
 
          A shareholder or shareholders of the corporation holding at least five
percent (5%) in the aggregate of the outstanding voting shares of the
corporation may (i) inspect and copy the records of shareholders' names and
addresses and share holdings during usual business hours on five (5) days prior
written demand on the corporation and (ii) obtain from the transfer agent of the
corporation, on written demand and on the tender of such transfer agent's usual
charges for such list, a list of the shareholders' names and addresses, who are
entitled to vote for the election of directors, and their share holdings, as of
the most recent record date for which that list has been compiled or as of a
date specified by the shareholder after the date of demand.  This list shall be
made available to any such shareholder by the transfer agent on or before the
later of five (5) days after the demand is received or the date specified in the
demand as the date as of which the list is to be compiled.  The record of
shareholders shall also be open to inspection on the written demand of any
shareholder or holder of a voting trust certificate, at any time during usual
business hours, for a purpose reasonably related to the holder's interests as a
shareholder or as the holder of a voting trust certificate.  Any inspection and
copying under this Section 1 may be made in person or by an agent or attorney of
the shareholder or holder of a voting trust certificate making the demand.
 
                                       19
<PAGE>
 
          Section 2.  MAINTENANCE AND INSPECTION OF BYLAWS.  The corporation
                      ------------------------------------                  
shall keep at its principal executive office, or if its principal executive
office is not in the State of California, at its principal business office in
this state, the original or a copy of the bylaws as amended to date, which shall
be open to inspection by the shareholders at all reasonable times during office
hours.  If the principal executive office of the corporation is outside the
State of California and the corporation has no principal business office in this
state, the Secretary shall, upon the written request of any shareholder, furnish
to that shareholder a copy of the bylaws as amended to date.
 
          Section 3.  MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS.
                      -----------------------------------------------------  
The accounting books and records and minutes of proceedings of the shareholders
and the board of directors and any committee or committees of the board of
directors shall be kept at such place or places designated by the board of
directors, or, in the absence of such designation, at the principal executive
office of the corporation.  The minutes shall be kept in written form and the
accounting books and records shall be kept either in written form or in any
other form capable of being converted into written form.  The minutes and
accounting books and records shall be open to inspection upon the written demand
of any shareholder or holder of a voting trust certificate, at any reasonable
time during usual business hours, for a purpose reasonably related to the
holder's interests as a shareholder or as the holder of a voting trust
certificate.  The inspection may be made in person or by an agent or attorney,
and shall include the right to copy and make extracts.  These rights of
inspection shall extend to the records of each subsidiary corporation of the
corporation.
 
          Section 4.  INSPECTION BY DIRECTORS.  Every director shall have the
                      -----------------------                                
absolute right at any reasonable time to inspect all books, records and
documents of every kind and the physical properties of the corporation and each
of its subsidiary corporations.  This inspection by a director may be made in
person or by an agent or attorney and the right of inspection includes the right
to copy and make extracts of documents.
 
          Section 5.  ANNUAL REPORT TO SHAREHOLDERS.  The annual report to
                      -----------------------------                       
shareholders referred to in Section 1501 of the California General Corporation
Law is expressly dispensed with, but nothing herein shall be interpreted as
prohibiting the board of directors from issuing annual or other periodic reports
to the shareholders of the corporation as they consider appropriate.
 
          Section 6.  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 period, that has been prepared by the corporation shall be kept
on file in the 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
 
                                       20
<PAGE>
 
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 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, this 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.
 
          Section 7.  ANNUAL STATEMENT OF GENERAL INFORMATION.  The corporation
                      ---------------------------------------                  
shall, within the statutorily required time period, file with the Secretary of
State of the State of California, on the prescribed form, a statement setting
forth the authorized number of directors, the names and complete business or
residence addresses of all incumbent directors, the names and complete business
or residence addresses of the chief executive officer, secretary, and chief
financial officer, the street address of its principal executive office or
principal business office in this state, and the general type of business
constituting the principal business activity of the corporation, together with a
designation of the agent of the corporation for the purpose of service of
process, all in compliance with Section 1502 of the Corporations Code of
California.
 
 
                                  ARTICLE VIII
 
                           GENERAL CORPORATE MATTERS
 
          Section 1.  RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING.
                      -----------------------------------------------------  
For purposes of determining the shareholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any
 
                                       21
<PAGE>
 
other lawful action (other than action by shareholders by written consent
without a meeting), the board of directors may fix, in advance, a record date,
which shall not be more than sixty (60) days before any such action, and in that
case only shareholders of record on the date so fixed are entitled to receive
the dividend, distribution, or allotment of rights or to exercise the rights, as
the case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date so fixed, except as otherwise provided in the
California General Corporation Law.
 
          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 (60) day before the date of that action, whichever is later.
 
          Section 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.
 
          Section 3.  CORPORATION CONTRACTS AND INSTRUMENTS; HOW EXECUTED.  The
                      ---------------------------------------------------      
board of directors, except as otherwise provided in these bylaws, may authorize
any officer or officers, agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the corporation, and this
authority may be general or confined to specific instances; and, unless so
authorized or ratified by the board of directors or within the agency power of
an officer, no officer, agent, or employee shall have the 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.
 
          Section 4.  CERTIFICATES FOR SHARES.  A certificate or certificates
                      -----------------------                                
for shares of the capital stock of the corporation shall be issued to each
shareholder when any of these shares are fully paid, and the board of directors
may authorize the issuance of certificates 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 vice president and by the chief financial officer or an
assistant treasurer or the secretary or any assistant secretary, certifying the
number of shares and the class or series of shares owned by the shareholder.
Any or all of the signatures on the certificate may be facsimile.  In 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 issuance.
 
                                       22
<PAGE>
 
          Section 5.  LOST CERTIFICATES.  Except as provided in this Section 5,
                      -----------------                                        
no new certificates for shares shall be issued to replace an old certificate
unless the latter is surrendered to the corporation and canceled at the same
time.  The board of directors may, in case any share certificate or certificate
for any other security is lost, stolen, or destroyed, authorize the issuance of
a replacement certificate on such terms and conditions as the board may require,
including provision for indemnification of the corporation secured by a bond or
other adequate security sufficient to protect the corporation against any claim
that may be made against it, including any expense or liability, on account of
the alleged loss, theft, or destruction of the certificate or the issuance of
the replacement certificate.
 
          Section 6.  REPRESENTATION OF SHARES OF OTHER CORPORATIONS.  The
                      ----------------------------------------------      
chairman of the board, the president, or any vice president, or any other person
authorized by resolution of the board of directors or by any of the foregoing
designated officers, is authorized to vote on behalf of the corporation any and
all shares of any other corporation or corporations, foreign or domestic,
standing in the name of the corporation.  The authority granted to these
officers to vote or represent on behalf of the corporation any and all shares
held by the corporation in any other corporation or corporations may be
exercised by any of these officers in person or by any person authorized to do
so by a proxy duly executed by these officers.
 
          Section 7.  CONSTRUCTION AND DEFINITIONS.  Unless the context requires
                      ----------------------------                              
otherwise, the general provisions, rules of construction, and definitions in the
California General Corporation Law shall govern the construction of these
bylaws.  Without limiting the generality of this provision, the singular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.
 
 
                                  ARTICLE IX
 
                                  AMENDMENTS
 
          Section 1.  AMENDMENT BY SHAREHOLDERS.  New bylaws may be adopted or
                      -------------------------                               
these bylaws may be amended or repealed by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote except as
otherwise provided by law or by the articles of incorporation.
 
          Section 2.  AMENDMENT BY DIRECTORS.  Subject to the rights of the
                      ----------------------                               
shareholders as provided in Section I of this Article IX, bylaws, other than a
bylaw or an amendment of a bylaw changing the authorized number of directors,
may be adopted, amended, or repealed by the board of directors.
 
                                       23