BYLAWS
                                      OF
                         UNITED PANAM FINANCIAL CORP.,
                           a California corporation
 
 
 
                                   ARTICLE I
 
                                    OFFICES
 
          Section 1.1  PRINCIPAL EXECUTIVE OFFICE.  The principal executive
                       --------------------------                          
office of the corporation is hereby fixed and located at 1300 South El Camino
Real, San Mateo, California 94402.  The Board of Directors is hereby granted
full power and authority to change said principal executive office from one
location to another.
 
          Section 1.2  OTHER OFFICES.  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 II
 
                            MEETINGS OF SHAREHOLDERS
 
          Section 2.1  PLACE OF MEETINGS.  All meetings of shareholders shall be
                       -----------------                                        
held at the principal executive office of the corporation or at any other place
within or outside the State of California as may be designated by the Board of
Directors.
 
          Section 2.2  ANNUAL MEETINGS.
                       --------------- 
 
          (a) Time and Place.  The annual meeting of shareholders shall be held
              --------------                                                   
each year on a date and at a time designated by the Board of Directors.  The
date so designated for the initial meeting shall be within fifteen (15) months
after the organization of the corporation, and the date so designated for each
subsequent meeting shall be within fifteen (15) months after the last annual
meeting.
 
          (b) Business to be Transacted.  At the annual meetings, directors
              -------------------------                                    
shall be elected, reports of the affairs of the corporation shall be considered,
and any other business may be transacted which is within the powers of the
shareholders.
 
          (c) Notice, Means.  Written notice of each annual meeting shall be
              -------------                                                 
given to each shareholder entitled to vote, either personally or by mail or
other means of written 
 
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communication, charges prepaid, addressed to such shareholder at his address
appearing on the books of the corporation or given by him to the corporation for
the purpose of 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 the 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 the notice or report to all other shareholders. If a
shareholder gives no address, notice shall be deemed to have been given him if
sent by mail or other means of written communication addressed to the place
where the principal executive office of the corporation is situated, or if
published at least once in some newspaper of general circulation in the county
in which said principal executive office is located.
 
          An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting shall be executed by the Secretary, any 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.  Such affidavit
shall be prima facie evidence of the giving of such notice.
 
          (d) Notice, Time and Content.  All such notices shall be given to each
              ------------------------                                          
shareholder entitled thereto not less than ten (10) days nor more than sixty
(60) days before each annual meeting.  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.
 
          Such notices shall specify:
 
                         (i)   the place, the date, and the hour of such
meeting;
 
                         (ii)  those matters which the Board of Directors, at
the time of the mailing of the notice, intends to present for action by the
shareholders;
 
                         (iii) if directors are to be elected, the names of
nominees intended at the time of the notice to be presented by management for
election;
 
                         (iv)  the general nature of a proposal, if any, to take
action with respect to approval of, (a) a contract or other transaction with an
interested director, (b) amendment of the articles of incorporation, (c) a
reorganization of the corporation as defined in Section 181 of the General
Corporation Law of California, (d) voluntary dissolution of the corporation, or
(e) a distribution in dissolution other than in accordance with the rights of
outstanding preferred shares, if any; and,
 
                         (v)   such other matters, if any, as may be expressly
required by statute.
 
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          Section 2.3  SPECIAL MEETINGS.
                       ---------------- 
 
          (a) Calling of.  Special meetings of the shareholders, for the purpose
              ----------                                                        
of taking any action permitted by the shareholders under the General Corporation
Law of California and the Articles of Incorporation of this corporation, may be
called at any time by the Board of Directors, the Chairman of the Board, the
Chief Executive Officer or by one or more shareholders holding not less than ten
percent (10%) of the votes at the meeting.  A shareholder entitled to call a
special meeting of shareholders for any proper purpose shall submit a request
therefor in writing either personally or by first class mail, postage prepaid,
or other means of written communication to the Chairman of the Board, the Chief
Executive Officer, any Vice President or the Secretary.
 
          (b) Time and Notice of.  Upon receipt of such request, the corporation
              ------------------                                                
forthwith shall cause notice to be given to shareholders entitled to vote that a
meeting will be held at a time requested by the person or persons calling the
meeting, which time shall be not less than thirty-five (35) nor more than sixty
(60) days after receipt of the request.  If such notice is not given within
twenty (20) days after receipt of such request, the persons calling for the
meeting may give notice thereof in the manner provided by these Bylaws.  Except
in special cases where other express provision is made by statute, notice of
such special meetings shall be given in the same manner as for annual meetings
of shareholders.  In addition to the matters required by items (i) and, if
applicable (iii) of Section 2.2(d), notice of any special meeting shall specify
the general nature of the business to be transacted, and no other business may
be transacted at such meeting.
 
          Section 2.4  QUORUM.  A majority of the shares entitled to vote,
                       ------                                             
represented in person or by proxy, shall constitute a quorum for the transaction
of business at a meeting of share  holders.  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 2.5  ADJOURNED MEETING AND NOTICE THEREOF.  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 thereat.  When any meeting
of shareholders is adjourned to another time or place, written 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 in which case the Board of Directors shall set a new record date.
For any adjourned meeting requiring notice, such notice shall be given to each
shareholder of record entitled to vote at the adjourned meeting in accordance
with the provisions of Sections 2.2 and 2.3.  At any adjourned meeting the
corporation may transact any business which might have been transacted at the
original meeting.
 
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          Section 2.6  VOTING.
                       ------ 
 
          (a) Record Date.  Unless a record date for voting purposes be fixed as
              -----------                                                       
provided in Section 5.1 of Article V of these Bylaws then, subject to the
provisions of Sections 702 and 704 of the General Corporation Law of California
(relating to voting of shares held by a fiduciary, in the name of a corporation,
or in joint ownership), only persons in whose names shares entitled to vote
standing on the stock records of the corporation 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, shall be
entitled to vote at such meeting, and such day shall be the record date for such
meeting.
 
          (b) Ballot.  The shareholders' vote may be oral or by ballot;
              ------                                                   
provided, however, all elections for directors must be by ballot if demand for
election by ballot is made by a shareholder at the meeting and before the voting
begins.  If a quorum is present, except with respect to election of directors,
the affirmative vote of the majority of the shares represented at the meeting
and entitled to vote on any matter shall be the act of the shareholders, unless
the vote of a greater number or voting by classes is required by the General
Corporation Law of California or the Articles of Incorporation or Bylaws of the
corporation.
 
          (c) Voting.  Except as otherwise provided in the Articles of
              ------                                                  
Incorporation or as set forth in this paragraph (c), each outstanding share of
the capital stock of the corporation, regardless of class, shall be entitled to
one vote on each matter submitted to a vote of shareholders.  Except as
otherwise provided in Article EIGHT of the Articles of Incorporation and Article
III, Section 3.4, below, at any election of directors, every shareholder
complying with this paragraph (c) and entitled to vote may cumulate his or her
votes 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 the shareholder's
shares are entitled, or distribute the shareholder's votes on the same principal
among as many candidates as the shareholder thinks fit.  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 the shareholder's shares) unless the
candidates' names have been properly 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.  The candidates receiving the highest number of
votes, up to the number of directors to be elected, shall be elected.
 
          Section 2.7  VALIDATION OF DEFECTIVELY CALLED OR  NOTICED MEETINGS.
                       -----------------------------------  ----------------  
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
of the persons 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 
 
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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 Section 2.2(d)(iv) of Article II,
the waiver of notice or consent shall state the general nature of the proposal.
All such waivers, 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 required by the General
Corporation Law of California to be included in the notice but not so included,
if such objection is expressly made at the meeting.
 
          Section 2.8  ACTION WITHOUT MEETING.
                       ---------------------- 
 
          (a) Action by Written Consent and Notice Thereof.  Any action which
              --------------------------------------------                   
may be taken at any annual or special meeting of shareholders, including the
election of directors, 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 at least two-thirds of the outstanding shares entitled to vote on
that action.  If the consents of all shareholders entitled to vote have not been
solicited in writing, and if the unanimous written consents of all shareholders
have not been obtained, notice shall be given as provided herein.
 
              (i)   Notice shall be given of any proposed shareholder approval
of, (a) a contract or other transaction with an interested director, (b)
indemnification of an agent of the corporation as authorized by Section 3.16 of
Article III of these Bylaws, (c) a reorganization of the corporation as defined
in Section 181 of the General Corporation Law of California, or (d) a
distribution in dissolution other than in accordance with the rights of
outstanding preferred shares, if any. The notice referred to herein shall be
given at least ten (10) days before the consummation of the action authorized by
such approval.
 
              (ii)  Prompt notice of the taking of any other corporate action
shall be given 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 2.2 of Article II of these Bylaws.
 
          (b) Election to Fill Vacancy.  In the case of an election to fill a
              ------------------------                                       
vacancy on the Board of Directors which vacancy (1) was not created by removal
or (2) has not been filled by the Board of Directors in accordance with Section
3.5(b) of Article III of these Bylaws, a director may be elected to fill such
vacancy by the written consent of the holders of a majority of the outstanding
shares entitled to vote for the election of directors.  An election by the
written consent of the shareholders to fill a vacancy created by removal may be
made only by the unanimous written consent of the holders of all outstanding
shares entitled to vote for the election of directors.
 
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          (c) Filing of Consents; Record Date.  All written consents of the
              -------------------------------                              
shareholders shall be filed with the Secretary of the corporation.  Unless, as
provided in Sec  tion 5.1 of Article V of these Bylaws, the Board of Directors
has fixed a record date for the determination of shareholders entitled to notice
of and to give such written consent, the record date for such determination
shall be the day on which the first written consent is given.
 
          (d) Revocation of Consent.  Any shareholder giving a written consent,
              ---------------------                                            
or the shareholder's proxyholders, or a transferee of the shares of a personal
representative of the shareholder or his 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 shall be effective upon its receipt by the Secretary of the
corporation.
 
          Any action by the shareholders with respect to any amendment to or the
elimination of this Article II, Section 2.8, shall require approval by the
holders of two-thirds of the outstanding shares of the corporation.
 
          Section 2.9  PROXIES.  Every person entitled to vote or execute
                       -------                                           
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 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 said proxy is voted and counted.  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.  Unless otherwise
provided in the proxy, no proxy shall be valid after the expiration of eleven
(11) months from the date of such proxy.
 
          Section 2.10  INSPECTORS OF ELECTION.
                        ---------------------- 
 
          (a) Appointment and Number.  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 meeting or any
adjournment thereof.  If inspectors of election are not so appointed, or if any
person so appointed fails to appear or refuses to act, the chairman of any such
meeting may, and on the request of any shareholder or his proxy shall, appoint
inspectors of election (or persons to replace those who so fail or refuse) at
the meeting.  The number of inspectors shall be either one (1) or three (3).  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 (1) or three (3) inspectors are to be appointed.
 
          (b) Duties.  The duties of such inspectors shall be as prescribed by
              ------                                                          
Section 707 of the General Corporation Law of California and shall include:
determining the 
 
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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 the right to vote; counting and tabulating all votes or consents;
determining when the polls shall close; determining the result; and such acts as
may be proper to conduct the election or vote with fairness to all shareholders.
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 (3) 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.
 
          Section 2.11   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 2.11.
 
          (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 2.11 (as well as any additional
requirements under any applicable law or regulation).
 
          (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 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 one
hundred twenty (120) days prior to the day and month on which, in the
immediately preceding year, the corporation's proxy statement was released to
shareholders or if the date of the annual meeting has been changed by more than
thirty (30) days from the date contemplated at the time of the previous year's
proxy statement, no later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the annual meeting was
mailed.  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 and
(ii) the principal occupation or employment of such person and 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 
 
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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
directors, 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 the class and (ii) 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 2.11.  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 3.1  POWERS.  Subject to any limitations of the Articles of
                       ------                                                
Incorporation and of these Bylaws and of the General Corporation Law of
California requiring shareholder authorization or approval for a particular
action, the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised by or under the direction of the Board of
Directors.  The Board of Directors may delegate the management of the day-to-day
operation of the business of the corporation to a management company or other
person, provided that the business and affairs of the corporation shall be
managed and all corporate powers shall be exer  cised, under the ultimate
direction of the Board of Directors.
 
          Section 3.2  COMMITTEES.  By resolution adopted by a majority of the
                       ----------                                             
authorized number of directors, the Board of Directors may designate an
executive and other committees, each consisting of two (2) or more directors, to
serve at the pleasure of the Board of Directors.   The provisions of this
Article apply to committees of the Board of Directors and action by such
committees, with such changes in the language of those provisions as are
necessary to substitute the committee and its members for the Board of Directors
and its members.  The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent member at any
meeting of the committee.  The appointment of members or alternate members of a
committee shall be made by the vote of a majority of the authorized number of
directors.  Unless the Board of Directors shall otherwise prescribe the manner
of proceedings of any such committee, meetings of such committee may be
regularly scheduled in advance and may be called at any time by any two (2)
members thereof; otherwise, the provisions of these Bylaws with respect to
notice and conduct of meetings of the Board of Directors shall govern.  Any such
committee, to the extent provided in a resolution of the Board of Directors,
shall have all of the authority of the Board of Directors, except with respect
to:
 
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                         (i)   the approval of any action for which the General
Corporation Law of California or the Articles of Incorporation also require
shareholder approval;
 
                         (ii)  the filling of vacancies on the Board of
Directors or in any committee;
 
                         (iii) the fixing of compensation of the directors for
serving on the Board of Directors or on any committee;
 
                         (iv)  amendment or repeal of these Bylaws or the
adoption of new bylaws;
 
                         (v)   the amendment or repeal of any resolution of the
Board of Directors which by its express terms is not so amendable or repealable;
 
                         (vi)  any distribution to the shareholders, except at a
rate or in a periodic amount or within a price range determined by the Board of
Directors; and
 
                         (vii) the appointment of other committees of the Board
of Directors or the members thereof.
 
          Section 3.3  NUMBER OF DIRECTORS.
                       ------------------- 
 
          (a) The authorized number of directors shall be not less than five (5)
nor more than nine (9).  The exact number of directors shall be fixed from time
to time, within the limits specified in this subsection, by an amendment of
subsection (b) of this section adopted by the Board of Directors.
 
          (b) The exact number of directors shall be six (6) until changed as
provided in subsection (a) of this section.
 
          (c) 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 (5)
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 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 3.4  ELECTION AND TERM OF OFFICE.
                       --------------------------- 
 
          (a) Except as expressly set forth in this Section 3.4, (i) the
directors shall be elected at each annual meeting of shareholders but, if any
such annual meeting is not held 
 
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or the directors are not elected thereat, the directors may be elected at any
special meeting of shareholders held for that purpose and (ii) each director,
including a director elected to fill a vacancy, shall hold office until the next
annual meeting of the shareholders and until his successor is elected and
qualified.
 
          (b) Upon the effectiveness of Article EIGHT of the corporation's
Articles of Incorporation, the Board of Directors shall be classified into two
classes as nearly equal in numbers as the then total number of directors
constituting the entire Board of Directors permits, the members of each class to
serve for a term of two years.  If the number of directors is not divisible by
two, the extra director shall be assigned to the first class of directors.
 
          (c) Upon the effectiveness of Article EIGHT of the Articles of
Incorporation, the election of directors by the shareholders shall not be by
cumulative voting.  At each election of directors, each shareholder entitled to
vote may vote all the shares held by that shareholder for each of several
nominees for director up to the number of directors to be elected. The
shareholder may not cast more votes for any single nominee than the number of
shares held by that shareholder.
 
          (d) At the first annual meeting of shareholders held after the
effectiveness of Article EIGHT of the Articles of Incorporation, directors of
the first class shall be elected to hold office for a term expiring at the next
succeeding annual meeting of shareholders and directors of the second class
shall be elected to hold office for a term expiring at the second succeeding
annual meeting of shareholders.  At each subsequent annual meeting of
shareholders, the successors to the class of directors whose term shall then
expire shall be elected to hold office for a term expiring at the second
succeeding annual meeting of shareholders.
 
          (e) If at any time the corporation ceases to be a listed corporation
as defined in Section 301.5 of the General Corporation Law of California, at
each succeeding annual meeting of shareholders where the existing term of a
class of directors is expiring, the directors of each such class shall then be
elected for a term expiring in one year until all directors are elected for one
year terms.  The election of all directors at the annual meeting of shareholders
for a term of one year shall continue until the corporation once again qualifies
as a listed corporation within the meaning of Section 301.5 of the General
Corporation Law of California, and the foregoing provisions of Article EIGHT of
the Articles of Incorporation can be reinstated.
 
          (f) Any action by the shareholders with respect to any amendment to or
the elimination of all or any part of this Article III, Section 3.4, shall
require approval by the holders of at least two-thirds of the outstanding shares
of the corporation.
 
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          Section 3.5  VACANCIES.
                       --------- 
 
          (a) When a Vacancy Exists.  A vacancy in the Board of Directors exists
              ---------------------                                             
whenever any authorized position of director is not then filled by a duly
elected director, whether caused by death, resignation, removal, change in the
authorized number of directors or otherwise.
 
          (b) Filling of Vacancies by Directors.  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, and each director so elected shall hold office
until his successor is elected at an annual or a special meeting of
shareholders.  If the Board of Directors accepts the resignation of a director
tendered to take effect at a future time, the Board of Directors (or the
shareholders) may elect a successor to take office when the resignation becomes
effective.
 
          (c) Filling of Vacancies by Shareholders.  The shareholders may elect
              ------------------------------------                             
a director or directors at any time to fill any vacancy or vacancies not filled
by the directors. Except for an election to fill a vacancy created by the
removal of a director, any such election by written consent shall require the
consent of holders of a majority of the outstanding shares entitled to vote for
the election of directors.  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 for the election of directors represented at a duly held
meeting at which a quorum is present, or by the unanimous written consent of the
holders of all of the outstanding shares entitled to vote for the election of
directors.
 
          (d) Removal for Cause.  The Board of Directors may declare vacant the
              -----------------                                                
office of a director who has been declared of unsound mind by an order of court
or convicted of a felony.
 
          (e) Removal without Cause.  Any or all of the directors may be removed
              ---------------------                                             
without cause if such removal is approved by a majority of the outstanding
shares entitled to vote; provided, however, that no director may be removed
(unless the entire Board of Directors is removed) whenever the votes cast
against removal, or not consenting in writing to such removal, would be
sufficient to elect such director if voted cumulatively at an election at which
the same total number of votes were cast (or, if such action is taken by written
consent, all shares entitled to vote were voted) and the entire number of
directors authorized at the time of his most recent election were then being
elected.
 
          (f) Resignation.  Any director may resign effective upon giving
              -----------                                                
written notice to the Chairman of the Board, the Chief Executive Officer, the
Secretary or the Board of Directors of the corporation, unless the notice
specifies a later time for the effectiveness of such resignation.  If the
resignation is effective at a future time, a successor may be elected to take
office when the resignation becomes effective.
 
                                       11
<PAGE>
 
          (g) When Reduction in Number Effective.  No reduction of the
              ----------------------------------                      
authorized number of directors shall have the effect of removing any director
prior to the expiration of his term of office.
 
          Any action by the shareholders with respect to any amendment to or the
elimination of this Article III, Section 3.5 shall require approval by the
holders of at least two-thirds of the outstanding shares of the corporation.
 
          Section 3.6  PLACE OF MEETING.  Regular meetings of the Board of
                       ----------------                                   
Directors shall be held at any place within or without the State of California
which has been designated from time to time by resolution of the Board of
Directors.  In the absence of such designation, regular meetings shall be held
at the principal executive office of the corporation.  Special meetings of the
Board of Directors may be held either at a place so designated or at the
principal executive office.
 
          Section 3.7  ORGANIZATION MEETING.  Immediately following each annual
                       --------------------                                    
meeting of shareholders the Board of Directors shall hold a regular meeting at
the place of said annual meeting or at such other place as shall be fixed by the
Board of Directors, for the purpose of organization, election of officers, and
the transaction of other business.  Call and notice of such meetings are hereby
dispensed with.
 
          Section 3.8  OTHER REGULAR MEETINGS.  Other regular meetings of the
                       ----------------------                                
Board of Directors shall be held at such day and hour as shall be fixed from
time to time by the Board of Directors by resolution or in the Bylaws.  If such
day falls upon a legal holiday, then said meeting shall be held at the same time
on the next day thereafter ensuing which is a full business day.  Notice of all
such regular meetings of the Board of Directors is hereby dispensed with.
 
          Section 3.9  SPECIAL MEETINGS.  Special meetings of the Board of
                       ----------------                                   
Directors for any purpose or purposes shall be called at any time by the
Chairman of the Board, the Chief Executive Officer, any Vice President, the
Secretary or by any two directors.  Written notice of the time and place of
special meetings shall be delivered personally to each director or communicated
to each director by telephone, or by telegraph or mail or facsimile
transmission, charges prepaid, addressed to him at his address as it is shown
upon the records of the corporation or, if it is not so shown on such records or
if not readily ascertainable, at the place at which the meetings of the
directors are regularly held.  In case such notice is mailed or telegraphed, it
shall be deposited in the United States mail or delivered to the telegraph
company in the place in which the principal executive offices of the corporation
are located at least four (4) 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 forty-eight (48) hours prior to the
time of the holding of the meeting.  Such mailing, telegraphing or delivery,
personally or by telephone, as above provided, shall be due, legal and personal
notice to such director.  Any notice shall state the date, place and hour of the
meeting.
 
                                       12
<PAGE>
 
          Section 3.10  ACTION WITHOUT MEETING.  Any action by the Board of
                        ----------------------                             
Directors may be taken without a meeting if all members of the Board of
Directors 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 of Directors and shall have the same force and effect
as a unanimous vote of such directors.
 
          Section 3.11  ACTION AT A MEETING; QUORUM AND REQUIRED VOTE. 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.  Members of the
Board of Directors may participate in a meeting through use of conference
telephone or similar communications equipment, so long as all members
participating in such meeting can hear one another. 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, by
the Articles of Incorporation, or by these Bylaws.  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.
 
          Section 3.12  VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS.
                        -------------------------------- -------------------  
The transactions of any meeting of the Board of Directors, however called and
noticed or wherever held, shall be as valid as though had at a meeting duly held
after regular call and notice, if a quorum is present and if, either before or
after the meeting, each of the directors who was not present 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 the meeting.
 
          Section 3.13  WAIVER OF NOTICE BY ATTENDANCE.  Attendance of a
                        ------------------------------                  
director at any meeting shall constitute a waiver of notice of such meeting,
unless a director attends for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called, noticed,
or convened.
 
          Section 3.14  ADJOURNMENT.  A majority of the directors present,
                        -----------                                       
whether or not a quorum is present, may adjourn any meeting to another time and
place.  If the meeting is adjourned for more than 24 hours, written 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 the
adjournment.
 
          Section 3.15  FEES AND COMPENSATION.  Directors and members of
                        ---------------------                           
committees may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by resolution of the
Board of Directors. No such payments shall preclude any director from serving
the corporation in any other capacity and receiving compensation in any manner
therefor.
 
                                       13
<PAGE>
 
          Section 3.16  INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND
                        ------------------------------------------------------
OTHER AGENTS.
- ------------ 
 
          (a) The corporation shall, to the maximum extent and in the manner
permitted by the California Corporations Code ("Code"), indemnify each of its
directors against expenses (as defined in Section 317(a) of the Code),
judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding (as defined in Section 317(a) of the
Code), arising by reason of the fact that such person is or was an agent of the
corporation.  For purposes of this Section 3.16, a "director" of the corporation
includes any person (i) who is or was a director of the corporation, (ii) who is
or was serving at the request of the corporation as a director of another
corporation, partnership, joint venture, trust or other enterprise, or (iii) who
was a director of a corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such predecessor
corporation.
 
          (b) The corporation shall have the power, to the extent and in the
manner permitted by the Code, to indemnify each of its officers, employees and
agents against expenses (as defined in Section 317(a) of the Code), judgments,
fines, settlements, and other amounts actually and reasonably incurred in
connection with any proceeding (as defined in Section 317(a) of the Code),
arising by reason of the fact that such person is or was an officer, employee or
agent of the corporation.  For purposes of this Section 3.16, an "officer,"
"employee" or "agent" of the corporation includes any person (i) who is or was
an officer, employee or agent of the corporation, (ii) who is or was serving at
the request of the corporation as an officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or (iii) who
was an officer, employee or agent of the corporation which was a predecessor
corporation of the corporation or of another enterprise at the request of such
predecessor corporation.
 
          (c) Expenses incurred in defending any civil or criminal action or
proceeding for which indemnification is required pursuant to Section 3.16(a)
shall be paid by the corporation in advance of the final disposition of such
action or proceeding upon receipt of an undertaking by or on behalf of the
indemnified party to repay such amount if it shall ultimately be determined that
the indemnified party is not entitled to be indemnified as authorized in this
Section 3.16.  Expenses incurred in defending any civil or criminal action or
proceeding for which indemnification is permitted pursuant to Section 3.16(b)
may be paid by the corporation in advance of the final disposition of such
action or proceeding upon receipt of an undertaking by or on behalf of the
indemnified party to repay such amount if it shall ultimately be determined that
the indemnified party is not entitled to be indemnified as authorized in this
Section 3.16.
 
          (d) The indemnification provided by this Section 3.16 shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, to the extent that such
additional rights to indemnification are authorized in the Articles of
Incorporation.
 
                                       14
<PAGE>
 
          (e) The corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was an agent of the corporation
against any liability asserted against or incurred by such person in such
capacity or arising out of such person's status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this Section 3.16.
 
          (f) No indemnification or advance shall be made under this Section
3.16, except where such indemnification or advance is mandated by law or the
order, judgment or decree of any court of competent jurisdiction, in any
circumstance where it appears:
 
                    (1) That it would be inconsistent with a provision of the
Articles of Incorporation, these Bylaws, a resolution of the shareholders or an
agreement in effect at the time of the accrual of the alleged cause of the
action asserted in the proceeding in which the expenses were incurred or other
amounts were paid, which prohibits or otherwise limits indemnification; or
 
                    (2) That it would be inconsistent with any condition
expressly imposed by a court in approving a settlement.
 
          Section 3.17  TRANSACTIONS BETWEEN CORPORATIONS AND DIRECTORS.
                        ----------------------------------------------- 
 
          (a) No contract or other transaction between the corporation and one
or more of its directors, or between the corporation and any corporation, firm
or association in which one or more of its directors has a material financial
interest, is either void or voidable because such director or directors or such
other corporation, firm or association are parties or because such director or
directors are present at the meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies the contract or transaction, if:
 
                    (1) the material facts as to the transaction and as to such
director's interest are fully disclosed or known to the shareholders and such
contract or transaction is approved in good faith by the affirmative 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 shareholders, with the
shares owned by the interested director or directors not being entitled to vote
thereon;
 
                    (2) the material facts as to the transaction and as to such
director's interest are fully disclosed or known to the Board of Directors or
committee, and the Board of Directors or committee authorizes, approves or
ratifies the contract or transaction in good faith by a vote sufficient without
counting the vote of the interested director or directors and the contract or
transaction is just and reasonable as to the corporation at the time it is
authorized, approved or ratified; or
 
                                       15
<PAGE>
 
                    (3) as to contracts or transactions not approved as provided
in paragraph (1) or (2) of this subdivision, the person asserting the validity
of the contract or transaction sustains the burden of proving that the contract
or transaction was just and reasonable as to the corporation at the time it was
authorized, approved or ratified.
 
          (b) No contract or other transaction between a corporation and any
corporation or association of which one or more of its directors are directors
is either void or voidable because such director or directors are present at the
meeting of the Board of Directors or a committee thereof which authorizes,
approves or ratifies the contract or transaction, if:
 
                    (1) The material facts as to the transaction and as to such
director's other directorship are fully disclosed or known to the Board of
Directors or committee, and the Board of Directors or committee authorizes,
approves or ratifies the contract or transaction in good faith by a vote
sufficient without counting the vote of the common director or directors or the
contract or transaction is approved by the shareholders (Section 153) of the
General Corpo ration Law of California in good faith; or
 
                    (2) As to contracts or other transactions not approved as
provided in paragraph (1) of this subdivision, the contract or transaction is
just and reasonable as to the corporation at the time it is authorized, approved
or ratified.
 
          This subsection (b) does not apply to contracts or transactions
covered by subsection (a).
 
          (c) A mere common directorship does not constitute a material
financial interest within the meaning of subsection (a) of this Section 3.17.  A
director is not interested within the meaning of subsection (a) of this Section
3.17 in a resolution fixing the compensation of another director as a director,
officer or employee of the corporation, notwithstanding the fact that the first
director is also receiving compensation from the corporation.
 
          (d) Interested or common directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies a contract or transaction.
 
                                  ARTICLE IV
 
                                   OFFICERS
 
          Section 4.1  OFFICERS.  The officers of the corporation shall be a
                       --------                                             
Chief Executive Officer, a Secretary and a Chief Financial Officer.  The
corporation may also have, at the discre  tion of the Board of Directors, a
Chairman of the Board, a President, 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 4.3 of this
article.  Any number of offices may be held by the same person.
 
                                       16
<PAGE>
 
          Section 4.2  ELECTION.  The officers of the corporation, except such
                       --------                                               
officers as may be appointed in accordance with the provisions of Section 4.3 or
Section 4.5 of this article, shall be chosen annually by the Board of Directors,
and each shall hold his office until he shall resign or shall be removed or
otherwise disqualified to serve, or his successor shall be elected and
qualified.
 
          Section 4.3  SUBORDINATE OFFICERS, ETC.   The Board of Directors may
                       --------------------------                             
appoint, and may empower the Chairman of the Board, if there be such an officer,
or the Chief Executive Officer, 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
the Board of Directors may from time to time determine by resolution.  Any
appointment of an officer shall be evidenced by a written instrument filed with
the Secretary of the corporation and maintained with the corporate records.
 
          Section 4.4  REMOVAL AND RESIGNATION.  Subject, in each case, 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 thereof, or, except in case of an officer chosen by
the Board of Directors, by any 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
Board of Directors or to the Chairman of the Board or to the Chief Executive
Officer or to the 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 at the date of the receipt
of such notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
 
          Section 4.5  VACANCIES.  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.
 
          Section 4.6  CHAIRMAN OF THE BOARD.  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 by the Board of Directors or prescribed
by these Bylaws.
 
          Section 4.7  CHIEF EXECUTIVE OFFICER.  Subject to such supervisory
                       -----------------------                              
powers, if any, as may be given by the Board of Directors to the Chairman of the
Board, if there be such an officer, the Chief Executive Officer shall be the
Chief Executive Officer and chief operating officer of the corporation and
shall, subject to the control of the Board of Directors, have general
supervision, direction and control of the officers and business 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 offices of the Chief Executive Officer and
chief operating 
 
                                       17
<PAGE>
 
officer of a corporation, and shall have such other powers and duties as may be
prescribed by the Board of Directors or the Bylaws.
 
          Section 4.8  VICE PRESIDENT.  In the absence or disability of the
                       --------------                                      
Chief Executive Officer, the Vice Presidents, if any, 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 Chief Executive
Officer, and when so acting shall have all the powers of, and be subject to all
the restrictions upon, the Chief Executive Officer.  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, or
as the Chief Executive Officer may from time to time delegate.
 
          Section 4.9  SECRETARY.
                       --------- 
 
          (a) Corporate Records.  The Secretary shall keep or cause to be kept,
              -----------------                                                
at the principal executive office and such other place as the Board of Directors
may direct, the seal of the corporation, copies of the Articles of Incorporation
and Bylaws of the corporation, a book of minutes of actions taken at all
meetings of shareholders, the Board of Directors and committees of the Board of
Directors 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, the number of shares present or represented at
shareholders' meetings, and the proceedings thereof.
 
          (b) Share Register.  The Secretary shall keep, or cause to be kept, at
              --------------                                                    
the principal executive office 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.
 
          (c) Other Duties.  The Secretary shall give, or cause to be given,
              ------------                                                  
notice of all the meetings of the shareholders and of the Board of Directors
required by the Bylaws or by law to be given, and he shall keep the seal of the
corporation in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or by the Bylaws.
 
          Section 4.10  CHIEF FINANCIAL OFFICER.
                        ----------------------- 
 
          (a) Books of Account.  The Chief Financial Officer of the corporation
              ----------------                                                 
shall keep and maintain, or cause to be kept and maintained, adequate and
correct accounts of the properties and business transactions of the corporation,
and shall send or cause to be sent to the shareholders of the corporation such
financial statements and reports as are by law or these Bylaws required to be
sent to them.  The books of account shall at all reasonable times be open to
inspection by any director.
 
                                       18
<PAGE>
 
          (b) Other Duties.  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.  The Chief
Financial Officer shall disburse the funds of the corporation as may be ordered
by the Board of Directors, shall render to the Chief Executive Officer 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 such other powers and perform such other duties as may be prescribed
by the Board of Directors or the Bylaws.
 
                                   ARTICLE V
 
                           GENERAL CORPORATE MATTERS
 
          Section 5.1  RECORD DATE.
                       ----------- 
 
               (a) When Fixed by Board of Directors.  The Board of Directors 
                   --------------------------------    
may fix a time in the future as a record date for the determination of the
shareholders entitled to notice of 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, to receive any dividend or distribution, or any allotment of
rights, or to exercise rights in respect of any other lawful action. The record
date so fixed shall be not more than sixty (60) days nor less than ten (10) days
prior to the date of any meeting, nor more than sixty (60) days prior to any
other event for the purposes of which it is fixed. When a record date is so
fixed, only shareholders of record at the close of business on that date are
entitled to notice of and to vote at any such meeting, to give consent without a
meeting, to receive any report, to receive a dividend, distribution, or
allotment of rights, or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
the record date, except as otherwise provided in the Articles of Incorporation
or these Bylaws.
 
               (b) When Not Fixed by Board of Directors.  In the event no record
                   ------------------------------------                         
date is fixed by the Board of Directors:
 
                   (1) The record date for determining the 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.
 
                   (2) The record date for determining shareholders entitled to
give consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors has been taken, shall be the day on which the
first written consent is given.
 
                   (3) The record date for determining shareholders for any
other purpose shall be at the close of business on the date on which the Board
of Directors adopts the resolution relating thereto, or the sixtieth (60th) day
prior to the date of such other action, whichever is later.
 
                                       19
<PAGE>
 
          Section 5.2  INSPECTION OF CORPORATE RECORDS.
                       ------------------------------- 
 
          (a) By Shareholders.  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 of Directors of this corporation 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.
 
          (b) By Directors.  Every director shall have the absolute right at any
              ------------                                                      
reasonable time to inspect and copy all books, records and documents of every
kind 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.
 
          Section 5.3  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 5.4  ANNUAL AND OTHER REPORTS.  The Board of Directors of the
                       ------------------------                                
corporation shall cause an annual report to be sent to the shareholders at least
fifteen (15) days prior to the annual meeting of shareholders but not later than
one hundred twenty (120) days after the close of the fiscal year in accordance
with the provisions of the General Corporation Law of California.
 
          Section 5.5  CHECKS, DRAFTS, ETC.  All checks, drafts or other orders
                       --------------------                                    
for payment of money, notes or other evidences of indebtedness, and any
assignment or endorsement thereof, 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 5.6  CONTRACTS, ETC., HOW EXECUTED.  The Board of Directors,
                       -----------------------------                          
except as in the Bylaws otherwise provided, 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 such authority may be
general or confined to specific instances; and, unless so authorized or ratified
by the Board of Directors or within the agency power of an officer, no officer,
agent or employee shall have any power or authority to bind the corporation by
any contract or engagement or to pledge its credit or to render it liable for
any purpose or to any amount.
 
          Section 5.7  CERTIFICATE FOR SHARES.  Every holder of shares in the
                       ----------------------                                
corporation shall be entitled to have a certificate signed in the name of the
corporation by the Chairman of the Board or the Chief Executive Officer or a
Vice President and by the Chief Financial Officer or an Assistant Treasurer or
the Secretary or an Assistant Secretary, certifying the number of shares and the
class or series of shares owned by the shareholder.  Any of the signatures 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 corporation with the
same effect as if such person were an officer, transfer agent or registrar at
the date of issue.
 
          Section 5.8  LOST, STOLEN OR DESTROYED CERTIFICATES.  No new
                       --------------------------------------         
certificates for shares shall be issued to replace an old certificate unless the
latter is surrendered and canceled at the same time; provided, however, that the
Board of Directors or the Chief Executive Officer and any Vice President may,
however, in case any certificate for shares is lost, stolen, mutilated or
destroyed, authorize the issuance of a new certificate in lieu thereof, upon
such terms and conditions, including reasonable indemnification of the
corporation, as the Board of Directors or the Chief Executive Officer or any
Vice President shall determine.  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 relevant provisions of
the California Commercial Code.
 
          Section 5.9  REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The
                       ----------------------------------------------     
Chairman of the Board, the Chief Executive Officer or any Vice President, or any
other person authorized by resolution of the Board of Directors or by any of the
foregoing designated officers, are authorized to vote, represent and exercise on
behalf of this corporation all rights incident to any and all shares of any
other corporation or corporations standing in the name of this corporation.  The
authority herein granted to said officers to vote or represent on behalf of this
corporation any and all shares held by this corporation in any other corporation
or corporations may be exercised either by such officers in person or by any
other person authorized so to do by proxy or power of attorney duly executed by
these officers.
 
          Section 5.10  CONSTRUCTION AND DEFINITIONS.  Unless the context
                        ----------------------------                     
otherwise requires, the general provisions, rules of construction and
definitions contained in the General Corporation Law of California 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.
 
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<PAGE>
 
                                   ARTICLE VI
 
                                   AMENDMENTS
 
          Section 6.1  POWER OF SHAREHOLDERS.  New bylaws may be adopted or
                       ---------------------                               
these Bylaws may be amended or repealed by the affirmative vote or written
consent of at least two-thirds of the outstanding shares entitled to vote
thereon, except as otherwise provided by law or by the Articles of
Incorporation.
 
          Section 6.2  POWER OF DIRECTORS.  Subject to the right of shareholders
                       ------------------                                       
as provided in Section 6.1 of this Article VI to adopt, amend or repeal bylaws,
bylaws may be adopted, amended or repealed by the Board of Directors; provided,
however, that any alteration, amendment, supplement or repeal of the bylaws
contained in Sections 2.3, 2.8, 2.11, 3.3, 6.1 or 6.2 shall require the
affirmative vote of at least two-thirds of the outstanding shares of the capital
stock of the corporation entitled to vote (including the affirmative vote of at
least two-thirds of the outstanding shares of any class or series of capital
stock of the corporation entitled to vote separately).
 
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