Bylaws - Salon Internet Inc.



                                    AMENDED


                                    BYLAWS


                                      OF


                             SALON INTERNET, INC.

 
                               TABLE OF CONTENTS
                               -----------------


                                                                            Page
                                                                            ----
                                                                         
ARTICLE I  OFFICES.........................................................   1
  Section 1.1 Principal Executive Office...................................   1
  Section 1.2 Other Offices................................................   1

ARTICLE II  MEETINGS OF SHAREHOLDERS.......................................   1
  Section 2.1 Place of Meetings............................................   1
  Section 2.2 Annual Meetings..............................................   1
  Section 2.3 Special Meetings.............................................   2
  Section 2.4 Notice of Meetings or Reports................................   2
  Section 2.5 Adjourned Meetings and Notice Thereof........................   2
  Section 2.6 Voting.......................................................   3
  Section 2.7 Quorum.......................................................   3
  Section 2.8 Consent of Absentees.........................................   4
  Section 2.9 Action Without Meeting.......................................   4
  Section 2.10 Proxies.....................................................   5

ARTICLE III  DIRECTORS.....................................................   5
  Section 3.1 Powers.......................................................   5
  Section 3.2 Number of Directors..........................................   5
  Section 3.3 Election and Term of Office..................................   5
  Section 3.4 Resignation..................................................   6
  Section 3.5 Removal......................................................   6
  Section 3.6 Vacancies....................................................   6
  Section 3.7 Organization Meeting.........................................   7
  Section 3.8 Other Regular Meetings.......................................   7
  Section 3.9 Calling Meetings.............................................   7
  Section 3.10 Place of Meetings...........................................   7
  Section 3.11 Telephonic Meetings.........................................   7
  Section 3.12 Notice of Special Meetings..................................   7
  Section 3.13 Waiver of Notice............................................   8
  Section 3.14 Action Without Meeting......................................   8
  Section 3.15 Quorum......................................................   8
  Section 3.16 Adjournment.................................................   8
  Section 3.17 Inspection Rights...........................................   8
  Section 3.18 Fees and Compensation.......................................   9
  Section 3.19 Loans to Officers...........................................   9

ARTICLE IV  EXECUTIVE COMMITTEE AND OTHER COMMITTEES.......................   9
  Section 4.1 Executive Committee..........................................   9
  Section 4.2 Other Committees.............................................   9
 

 
                          TABLE OF CONTENTS (cont'd)
                          -------------------------- 

 
 
                                                                            Page
                                                                            ----
                                                                         
  Section 4.3 Minutes and Reports..........................................  10
  Section 4.4 Meetings.....................................................  10
  Section 4.5 Term of Office of Committee Members..........................  10

ARTICLE V  OFFICERS........................................................  10
  Section 5.1 Officers.....................................................  10
  Section 5.2 Election.....................................................  10
  Section 5.3 Subordinate Officers, etc....................................  11
  Section 5.4 Removal and Resignation......................................  11
  Section 5.5 Vacancies....................................................  11
  Section 5.6 Chairman of the Board........................................  11
  Section 5.7 Chief Executive Officer......................................  11
  Section 5.8 President....................................................  12
  Section 5.9 Vice President...............................................  12
  Section 5.10 Secretary...................................................  12
  Section 5.11 Chief Financial Officer.....................................  12

ARTICLE VI  MISCELLANEOUS..................................................  13
  Section 6.1 Record Date..................................................  13
  Section 6.2 Inspection of Corporate Records..............................  13
  Section 6.3 Execution of Corporate Instruments...........................  14
  Section 6.4 Ratification by Shareholders.................................  14
  Section 6.5 Annual Report................................................  14
  Section 6.6 Representation of Shares of Other Corporations...............  15
  Section 6.7 Inspection of Bylaws.........................................  15

ARTICLE VII  SHARES OF STOCK...............................................  15
  Section 7.1 Form of Certificates.........................................  15
  Section 7.2 Transfer of Shares...........................................  15
  Section 7.3 Lost Certificates............................................  15

ARTICLE VIII  INDEMNIFICATION..............................................  16
  Section 8.1 Indemnification by Corporation...............................  16
  Section 8.2 Right of Claimant to Bring Suit..............................  16
  Section 8.3 Indemnification of Employees and Agents of the Corporation...  17
  Section 8.4 Rights Not Exclusive.........................................  17
  Section 8.5 Indemnity Agreements.........................................  17
  Section 8.6 Insurance....................................................  17
  Section 8.7 Amendment, Repeal or Modification............................  18

ARTICLE IX  AMENDMENTS.....................................................  18
  Section 9.1 Power of Shareholders........................................  18
  Section 9.2 Power of Directors...........................................  18


                                        ii                    

 
                                    AMENDED

                                    BYLAWS

                                      OF

                             SALON INTERNET, INC.



                                   ARTICLE I

                                    OFFICES
                                    -------
 
     Section 1.1  Principal Executive Office.
     -----------  ---------------------------

     The principal executive office for the transaction of the business of the
corporation is hereby fixed and located at 1510 Eddy Street, #PH-2B, San
Francisco, California, 94115, County of San Francisco, State of California. The
Board of Directors is hereby granted full power and authority to change said
principal office from one location to another.

          Section 1.2  Other Offices.
          -----------  --------------

     Branch or subordinate 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 either at the principal
executive office or at any other place within or without the State of California
which may be designated either by the Board of Directors or by the written
consent of a majority of the shareholders entitled to vote thereat as determined
pursuant to Section 6.1 of these Bylaws given either before or after the
meeting.

          Section 2.2  Annual Meetings.
          -----------  ----------------

     The annual meetings of shareholders shall be held on such day and at such
hour as may be fixed by the Board of Directors. At such meeting, Directors shall
be elected, and any other proper business may be transacted.

 
          Section 2.3  Special Meetings.
          -----------  -----------------

     Special meetings of the shareholders may be called at any time by the Board
of Directors, the Chairman of the Board, the President, or by the holders of
shares entitled to cast not less than ten percent (10%) of the votes at the
meeting. Notice of such special meeting shall be given in the same manner as for
the annual meeting of shareholders. Notices of any special meetings shall
specify in addition to the place, date and hour of such meeting, the general
nature of the business to be transacted thereat.

          Section 2.4  Notice of Meetings or Reports.
          -----------  ------------------------------

     Written notice of each meeting of shareholders shall be given not less than
ten (10) days nor more than sixty (60) days before the date of the meeting to
each shareholder entitled to vote thereat. Such notice shall be given either
personally or by mail or other means of written communication, addressed or
delivered to each shareholder entitled to vote at such meeting at the address of
such shareholder appearing on the books of the corporation or given by him to
the corporation for the purpose of such notice. If no such address appears or is
given, notice shall be given either personally or by mail or other means of
written communication addressed to the shareholder at the place where the
principal executive office of the corporation is located, or by publication at
least once in a newspaper of general circulation in the county in which said
office is located. The 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.

     The same procedure for the giving of notice shall apply to the giving of
any report to shareholders.

     All such notices shall state the place, the date and the hour of such
meeting, and shall state such matters, if any, as may be expressly required by
the California Corporations Code.

     Upon request by any person or persons entitled to call a special meeting,
the Chairman of the Board, President, Vice President or Secretary shall within
twenty (20) days after receipt of the request cause notice to be given to the
shareholders entitled to vote that a special meeting will be held at a time
requested by the person or persons calling the meeting, but not less than 
thirty-five (35) nor more than sixty (60) days after receipt of the request.

     All other notices shall be sent by the Secretary or an Assistant Secretary,
or if there be no such officer, or in the case of his neglect or refusal to act,
by any other officer, or by persons calling the meeting.

          Section 2.5  Adjourned Meetings 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, represented either in person or by proxy, but in the absence of a
quorum, no other business may be transacted at such meeting, except as provided
in Section 2.7 of these Bylaws.

 
     When a shareholders' meeting is adjourned to another time or place, notice
of the adjourned meeting need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken; except that if the
adjournment is for more than forty-five (45) days or if after the adjournment a
new record date is fixed for the adjourned meeting, notice of the adjourned
meeting shall be given to each shareholder of record entitled to vote thereat.

     At the adjourned meeting, the corporation may transact any business which
might have been transacted at the original meeting.

          Section 2.6  Voting.
          -----------  -------

     Except as otherwise provided in the Articles of Incorporation and subject
to Section 6.1 of these Bylaws, each outstanding share, regardless of class,
shall be entitled to one vote on each matter submitted to a vote of
shareholders. Vote may be viva voce or by ballot; provided, however, that
elections for directors must be by ballot upon demand made by a shareholder at
the meeting and before the voting begins.

     Every shareholder entitled to vote at any election for Directors may
cumulate his 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 his
shares are entitled, or to distribute his votes on the same principle among as
many candidates as he thinks fit, provided that no shareholder shall be entitled
to cumulate votes unless such candidate or candidates names have been placed in
nomination prior to the voting and the shareholder has given notice at the
meeting, prior to the voting, of the shareholder's intention to cumulate the
shareholder's votes. If any one shareholder has given such notice, all
shareholders may cumulate their votes for candidates in nomination. The
candidates receiving the highest number of votes of the shares entitled to be
voted for them, up to the number of directors to be elected by such shares,
shall be elected.

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

          Section 2.7  Quorum.
          -----------  -------

     A majority of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum at any meeting of shareholders. If a quorum is
present, the affirmative vote of a majority of the shares represented at the
meeting and entitled to vote on any matter shall be the act of the shareholders,
unless otherwise required by the Articles of Incorporation.

     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 2.8  Consent of Absentees.
          -----------  ---------------------

     The transactions of any meeting of shareholders, if not duly 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 is present either in person or
by proxy, and if, either before or after the meeting, each of the shareholders
entitled to vote, not present in person or by proxy, signs a written waiver of
notice, or a consent to the holding of such meeting, or an approval of the
minutes thereof. All such waivers, consents, or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.

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

          Section 2.9  Action Without Meeting.
          -----------  -----------------------

     Any action which may be taken at any meeting of shareholders may be taken
without a meeting and without prior notice, if a consent in writing, setting
forth the actions so taken, shall be signed by the holders of outstanding shares
having not less than the minimum number of votes which would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted; provided, that except to fill a vacancy as
provided in Section 3.6 of these Bylaws, Directors may not be elected by written
consent except by unanimous written consent of all shares entitled to vote for
the election of Directors.

     Unless the consents of all shareholders entitled to vote have been
solicited in writing, notice of the following actions approved by shareholders
without a meeting by less than unanimous written consent shall be given to those
shareholders entitled to vote who have not consented in writing at least ten
(10) days before the consummation of the action authorized by such approval:

     1.   Approval of a 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.

     2.   Approval of any indemnification to be made by the corporation of a
person who was or is a party or is threatened to be made a party to any
proceeding by reason of the fact that such person was or is an agent of the
corporation.

     3.   Approval of the principal terms of a reorganization.

     4.   Approval of a plan of distribution of the shares, obligations or
securities of any other corporation, or assets other than money, which is not in
accordance with the liquidation

 
rights of the preferred shares as specified in the Articles of Incorporation or
a Certificate of Determination.

     Unless the consents of all shareholders entitled to vote have been
solicited in writing, prompt notice of the taking of any corporate action not
listed above which is approved by shareholders without a meeting by less than
unanimous written consent, shall be given to those shareholders entitled to vote
who have not consented in writing.

     Such notice shall be given as provided in Section 2.4 of these Bylaws.

          Section 2.10  Proxies.
          ------------  --------

     Every person entitled to vote shares may authorize another person or
persons to act by proxy with respect to such shares. No proxy shall be valid
after the expiration of eleven (11) months from the date thereof unless
otherwise provided in the proxy.

                                  ARTICLE III

                                  DIRECTORS
                                  ---------
 
     Section 3.1  Powers.
     -----------  -------

     Subject to the limitations stated in the Articles of Incorporation, these
Bylaws, and the California Corporations Code as to actions which shall be
approved by the shareholders or by the affirmative vote of a majority of the
outstanding shares entitled to vote, and subject to the duties of Directors as
prescribed by the California Corporations Code, all corporate powers shall be
exercised by, or under the direction of, and the business and affairs of the
corporation shall be managed by, the Board of Directors.

          Section 3.2  Number of Directors.
          -----------  --------------------

     The authorized number of directors of the corporation shall be not less
than four (4) nor more than seven (7) and the exact number of Directors
initially authorized shall be seven (7). The exact number of Directors may be
fixed within the limits specified in this Section 3.2 by a Bylaw duly adopted by
the shareholders or by resolution of the Board of Directors. The minimum or
maximum number of Directors provided in this Section 3.2 may be changed or a
definite number fixed without provision for an indefinite number, by a Bylaw
duly adopted by the affirmative vote of a majority of the outstanding shares
entitled to vote.

          Section 3.3  Election and Term of Office.
          -----------  ----------------------------

     The Directors shall be elected at each annual meeting of shareholders, but
if any such annual meeting is not held, or the Directors are not elected
thereat, the Directors may be elected at any special meeting of the shareholders
held for that purpose. All Directors shall hold office until the expiration of
the term for which elected and until their respective successors are elected,

 
except in the case of the death, resignation or removal of any Director. A
Director need not be a shareholder.

          Section 3.4  Resignation.
          -----------  ------------

     Any Director may resign effective upon giving written notice to the
Chairman of the Board, the President, the Secretary or the Board of Directors of
the corporation, unless the notice specifies a later time for the effectiveness
of such resignation. If the resignation is effective at a future time, a
successor may be elected to take office when the resignation becomes effective.

          Section 3.5  Removal.
          -----------  --------

     The entire Board of Directors or any individual Director may be removed
from office, prior to the expiration of their or his term of office only in the
manner and within the limitations provided by the California Corporations Code.

     No reduction of the authorized number of Directors shall have the effect of
removing any Director prior to the expiration of such Director's term of office.

          Section 3.6  Vacancies.
          -----------  ----------

     A vacancy in the Board of Directors shall be deemed to exist (i) in case of
the death, resignation or removal of any Director, (ii) 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, (iii) if
the authorized number of Directors is increased, or (iv) if the shareholders
fail at any annual or special meeting of shareholders at which any Director or
Directors are elected to elect the full authorized number of Directors to be
voted for at that meeting.

     Vacancies in the Board of Directors may be filled by a majority of the
remaining Directors, or if the number of Directors then in office is less than a
quorum by (i) unanimous written consent of the Directors then in office, (ii)
the affirmative vote of a majority of the Directors then in office at a meeting
held pursuant to notice or waivers of notice, or (iii) a sole remaining
Director; however, 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
affirmative vote of a majority of the shares represented and voting at a duly
held meeting at which a quorum is present (which shares voting affirmatively
also constitute at least a majority of the required quorum), or by the unanimous
written consent of all shares entitled to vote thereon. Each Director so elected
shall hold office until the expiration of the term for which he was elected and
until his successor is elected at an annual or a special meeting of the
shareholders, or until his death, resignation or removal.

     The shareholders may elect a Director or Directors at any time to fill any
vacancy or vacancies not filled by the Directors. Any such election by written
consent other than to fill a vacancy created by removal requires the consent of
the holders of a majority of the outstanding shares entitled to vote.

 
          Section 3.7  Organization Meeting.
          -----------  ---------------------

     Immediately after each annual meeting of shareholders, the Board of
Directors shall hold a regular meeting for the purpose of organization, the
election of officers and the transaction of other business. No notice of such
meeting need be given.

          Section 3.8  Other Regular Meetings.
          -----------  -----------------------

     The Board of Directors may provide by resolution the time and place for the
holding of regular meetings of the Board; provided, however, that if the date so
designated falls upon a legal holiday, then the meeting shall be held at the
same time and place on the next succeeding day which is not a legal holiday. No
notice of such regular meetings of the Board need be given.

          Section 3.9  Calling Meetings.
          -----------  -----------------

     Meetings of the Board of Directors for any purpose or purposes shall be
held whenever called by the Chairman of the Board, the President or the
Secretary or any two Directors of the corporation.

          Section 3.10  Place of Meetings.
          ------------  ------------------

     Meetings of the Board of Directors shall be held at any place within or
without the State of California which may be designated in the notice of the
meeting, or, if not stated in the notice or there is no notice, designated by
resolution of the Board.  In the absence of such designation, meetings of the
Board of Directors shall be held at the principal executive office of the
corporation.

          Section 3.11  Telephonic Meetings.
          ------------  --------------------

     Members of the Board may participate in a regular or special 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 pursuant to this Section 3.11 constitutes presence in
person at such meeting.

          Section 3.12  Notice of Special Meetings.
          ------------  ---------------------------

     Written notice of the time and place of special meetings of the Board of
Directors shall be delivered personally to each Director, or sent to each
Director by mail, telephone or telegraph. In case such notice is sent by mail,
it shall be deposited in the United States mail 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 or telegraph, it shall be so delivered at least
forty-eight (48) hours prior to the time of the holding of the meeting. Such
notice may be given by the Secretary of the corporation or by the persons who
called said meeting. Such notice need not specify the purpose of the meeting,
and notice shall not be necessary if appropriate waivers, consents and/or
approvals are filed in accordance with Section 3.13 of these Bylaws.

 
          Section 3.13  Waiver of Notice.
          ------------  -----------------

     Notice of a meeting need not be given to any Director who signs a waiver of
notice, whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to such
Director.

     The transactions of any meeting of the Board of Directors, however called
and noticed or wherever held, shall be as valid as though had at a meeting duly
held after regular call and notice if a quorum is present and if, either before
or after the meeting, each of the Directors not present signs a written waiver
of notice, a consent to holding the meeting or an approval of the minutes
thereof. All such waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

          Section 3.14  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 such action. Such written consent or consents
shall be filed with the minutes of the proceedings of the Board. Such action by
written consent shall have the same force and effect as a unanimous vote of such
Directors.

          Section 3.15  Quorum.
          ------------  -------

     A majority of the authorized number of Directors shall constitute a quorum
for the transaction of business. 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 the act of the Board of Directors, unless the Articles of
Incorporation, or the California Corporations Code, specifically requires a
greater number. In the absence of a quorum at any meeting of the Board of
Directors, a majority of the Directors present may adjourn the meeting as
provided in Section 3.16 of these Bylaws. A meeting at which a quorum is
initially present may continue to transact business, notwithstanding the
withdrawal of enough Directors to leave less than a quorum, if any action taken
is approved by at least a majority of the required quorum for such meeting.

          Section 3.16  Adjournment.
          ------------  ------------

     Any meeting of the Board of Directors, whether or not a quorum is present,
may be adjourned to another time and place by the vote of a majority of the
Directors present. Notice of the time and place of the adjourned meeting need
not be given to absent Directors if said time and place are fixed at the meeting
adjourned.

          Section 3.17  Inspection Rights.
          ------------  ------------------

     Every Director shall have the absolute right at any time to inspect, copy
and make extra copies of, in person or by agent or attorney, all books, records
and documents of every kind and to inspect the physical properties of the
corporation.

 
          Section 3.18  Fees and Compensation.
          ------------  ----------------------

     Directors shall not receive any stated salary for their services as
directors, but, by resolution of the Board, a fixed fee, with or without
expenses of attendance, may be allowed for attendance at each meeting. Nothing
herein contained shall be construed to preclude any Director from serving the
corporation in any other capacity as an officer, agent, employee, or otherwise,
and receiving compensation therefor.

          Section 3.19  Loans to Officers./1/
          ------------  ---------------------

     The Board may approve loans of money or property from the corporation to,
and guaranties by the corporation of the obligations of, any officer, whether or
not a director, of the corporation, and may adopt employee benefit plans
authorizing such loans and/or guaranties, without the approval of the
shareholders of the corporation, provided that:

     (a)  the corporation has outstanding shares held of record by more than 100
persons on the date of approval by the Board;

     (b)  the vote for approval is sufficient without counting the vote of any
interested director or directors; and

     (c)  the Board determines that such loan, guaranty, or plan may reasonably
be expected to benefit the corporation.

                                  ARTICLE IV

                   EXECUTIVE COMMITTEE AND OTHER COMMITTEES
                   ----------------------------------------
 
     Section 4.1  Executive Committee.
     -----------  --------------------

     The Board of Directors may, by resolution adopted by a majority of the
authorized number of Directors, appoint an executive committee, consisting of
two or more Directors. The Board may designate one or more Directors as an
alternate member of such committee, who may replace any absent member of any
meeting of the committee. The executive committee, subject to any limitations
imposed by the California Corporations Code, or by resolution adopted by the
affirmative vote of a majority of the authorized number of Directors, or imposed
by the Articles of Incorporation or by these Bylaws, shall have and may exercise
all of the powers of the Board of Directors.

          Section 4.2  Other Committees.
          -----------  -----------------

     The Board of Directors may, by resolution adopted by a majority of the
authorized number of Directors, designate such other committees, each consisting
of 2 or more Directors, as

________________________

 /1/ This section is effective only if it has been approved by the shareholders
     in accordance with Sections 315(b) and 152 of the Code.

 
it may from time to time deem advisable to perform such general or special
duties as may from time to time be delegated to any such committee by the Board
of Directors, subject to the limitations contained in the California
Corporations Code, or imposed by the Articles of Incorporation or by these
Bylaws. 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.

          Section 4.3  Minutes and Reports.
          -----------  --------------------

     Each committee shall keep regular minutes of its proceedings, which shall
be filed with the Secretary. All action by any committee shall be reported to
the Board of Directors at the next meeting thereof, and, insofar as rights of
third parties shall not be affected thereby, shall be subject to revision and
alteration by the Board of Directors.

          Section 4.4  Meetings.
          -----------  ---------

     Except as otherwise provided in these Bylaws or by resolution of the Board
of Directors, each committee shall adopt its own rules governing the time and
place of holding and the method of calling its meetings and the conduct of its
proceedings and shall meet as provided by such rules, and it shall also meet at
the call of any member of the committee. Unless otherwise provided by such rules
or by resolution of the Board of Directors, committee meetings shall be governed
by Sections 3.11, 3.12 and 3.13 of these Bylaws.

          Section 4.5  Term of Office of Committee Members.
          -----------  ------------------------------------

     The term of office of any committee member shall be as provided in the
resolution of the Board of Directors designating him but shall not exceed his
term as a Director. Any member of a committee may be removed at any time by
resolution adopted by Directors holding a majority of the directorships, either
present at a meeting of the Board or by written approval thereof.

                                   ARTICLE V

                                   OFFICERS
                                   --------
 
     Section 5.1  Officers.
     -----------  ---------

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

          Section 5.2  Election.
          -----------  ---------

     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,
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 5.3  Subordinate Officers, etc.
          -----------  --------------------------

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

          Section 5.4  Removal and Resignation.
          -----------  ------------------------

     Any Officer may be removed, with or without cause, by a majority of the
Directors at any time in office, at any regular or special meeting of the Board,
or, except in case of an Officer chosen by the Board of Directors, by any
Officer upon whom such chosen by the Board of Directors, by any Officer upon
whom such powers 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 Chief Executive Officer, or to the Secretary of the
corporation. Any such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein. Unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

          Section 5.5  Vacancies.
          -----------  ----------

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

          Section 5.6  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 shall exercise
and perform such other powers and duties as may be from time to time assigned to
him by the Board of Directors.

          Section 5.7  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 general manager of the corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and Officers of the corporation. He shall
preside at all meetings of the shareholders and, in the absence of the Chairman
of the Board, or if there be none, at all meetings of the Board of Directors. He
shall be ex-officio a member of all the standing committees, including the
Executive Committee, if any. He shall have such other powers and duties as may
be prescribed by the Board of Directors.

 
          Section 5.8  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, and subject
to the supervision of the Chief Executive Officer, if such Office is held by
another person, the President shall have responsibility for the day-to-day
management of the business and affairs of the corporation. In the absence or
disability of the Chief Executive Officer, if such Office is held by another
person, the President shall perform all 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 President. He shall have such other powers and duties as
may be prescribed by the Board of Directors.

          Section 5.9  Vice President.
          -----------  ---------------

     In the absence or disability of the President, the Vice Presidents, in
order of their rank as fixed by the Board of Directors, or if not ranked, the
Vice President designated by the Board of Directors, shall perform all the
duties of the President, and when so acting shall have all the powers of, and be
subject to, all the restrictions upon, the President. The Vice Presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors, these Bylaws, the
Chief Executive Officer, the President or the Chairman of the Board.

          Section 5.10  Secretary.
          ------------  ----------

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

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

     The Secretary shall give, or cause to be given, notice of all the meetings
of the Shareholders and of the Board of Directors required by these Bylaws or by
law to be given. 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.

          Section 5.11  Chief Financial Officer.
          ------------  ------------------------

     This Officer shall keep and maintain, or cause to be kept and maintained in
accordance with generally accepted accounting principles, adequate and correct
accounts of the properties and business transactions of the corporation,
including accounts of its assets, liabilities, receipts, 

 
disbursements, gains, losses, capital, earnings (or surplus) and shares. The
books of account shall at all reasonable times be open to inspection by any
Director.

     This 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 Chief Executive
Officer, the President and Directors, whenever they request it, an account of
all of his transactions and of the financial condition of the corporation, and
shall have such other powers and perform such other duties as may be prescribed
by the Board of Directors.

                                  ARTICLE VI

                                 MISCELLANEOUS
                                 -------------
 
     Section 6.1  Record Date.
     -----------  ------------

     The Board of Directors may fix, in advance, a time in the future as the
record date for the determination of shareholders entitled to notice of any
meeting or to vote or entitled to receive payment of any dividend or other
distribution or allotment of any rights or entitled to exercise any rights in
respect of any other lawful action.  Shareholders on the record date are
entitled to notice and to vote or receive the dividend, distribution or
allotment of rights or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares in the books of the corporation after
the record date, except as otherwise provided by law.  Said record date shall
not be more than sixty (60) or less than ten (10) days prior to the date of such
meeting, nor more than sixty (60) days prior to any other action.

     A determination of shareholders of record entitled to notice of or to vote
at a meeting of shareholders shall apply to any adjournment of the meeting
unless the Board fixes a new record date for the adjourned meeting, but the
Board shall fix a new record date if the meeting is adjourned for more than
forty-five (45) days from the date set for the original meeting.

     If no record date is fixed by the Board of Directors, the record date shall
be fixed pursuant to the California Corporations Code.

          Section 6.2  Inspection of Corporate Records.
          -----------  --------------------------------

     The accounting books and records, and minutes of proceedings of the
shareholders and the Board of Directors and committees of the Board shall be
open to inspection upon written demand made upon the corporation by any
shareholder or the holder of a voting trust certificate, at any reasonable time
during usual business hours, for a purpose reasonably related to his interest as
a shareholder, or as the holder of such voting trust certificate.  The record of
shareholders shall also be open to inspection by any shareholder or holder of a
voting trust certificate at any time during usual business hours upon written
demand on the corporation, for a purpose reasonably related to such holder's
interest as a shareholder or holder of a voting trust certificate.  Such
inspection may be made in person or by an agent or attorney, and shall include
the right to copy and to make extracts.

 
          Section 6.3  Execution of Corporate Instruments.
          -----------  -----------------------------------

     The Board of Directors may, in its discretion, determine the method and
designate the statutory officer or officers, or other person or persons, to
execute any corporate instrument or document, or to sign the corporate name
without limitation, except where otherwise provided by law, and such execution
or signature shall be binding upon the corporation.  Unless otherwise
specifically determined by the Board of Directors, formal contracts of the
corporation, promissory notes, mortgages, evidences of indebtedness, conveyances
or other instruments in writing, and any assignment or endorsement thereof,
executed or entered into between the corporation and any person, may be signed
by the Chairman of the Board, the President, any Vice President, the Secretary
or the Treasurer of the corporation.

          Section 6.4  Ratification by Shareholders.
          -----------  -----------------------------

     The Board of Directors may, subject to applicable notice requirements, in
its discretion, submit any contract or act for approval or ratification of the
shareholders at any annual meeting of shareholders, or at any special meeting of
shareholders called for that purpose; and any contract or act which shall be
approved or ratified 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, shall be as valid and
binding upon the corporation and upon the shareholders thereof as though
approved or ratified by each and every shareholder of the corporation, unless a
greater vote is required by law for such purpose.

          Section 6.5  Annual Report.
          -----------  --------------

     For so long as the corporation has less than 100 holders of record of its
shares, the mandatory requirement of an annual report is hereby expressly
waived.  The Board of Directors may, in its discretion, cause an annual report
to be sent to the shareholders.  Such reports shall contain at least a balance
sheet as of the close of such fiscal year and an income statement and statement
of changes in financial  position for such fiscal year, and shall be accompanied
by any report thereon of independent accountants, or if there is no such report,
the certificate of an authorized officer of the corporation that such statements
were prepared without audit in the books and records of the corporation.

     A shareholder or shareholders holding at least five percent (5%) of the
outstanding shares of any class of the corporation may make a written request to
the corporation for an income statement and/or a balance sheet of the
corporation for the three-month, six-month or nine-month period of the current
fiscal year ended more than thirty (30) days prior to the date of the request,
and such statement shall be delivered or mailed to the person making the request
within thirty (30) days thereafter.  Such statements shall be accompanied by the
report thereon, if any, of any independent accountants engaged by the
corporation or the certificates of an authorized officer of the corporation that
such financial statements were prepared without audit from the books and records
of the corporation.

 
          Section 6.6  Representation of Shares of Other Corporations.
          -----------  -----------------------------------------------

     The President and Vice President of this corporation are authorized to
vote, represent and exercise on behalf of the corporation all rights incident to
any and all shares of any other corporation or corporations standing in the name
of 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 and any other corporation or corporations may be exercised either by
such officers in person or by any person authorized so to do by proxy or power
of attorney and duly executed by said officers.

          Section 6.7  Inspection of Bylaws.
          -----------  ---------------------

     The corporation shall keep in its principal executive office in this State
the original or a copy of the Bylaws as amended or otherwise altered to date,
which shall be open to inspection by the shareholders at all reasonable times
during office hours.

                                  ARTICLE VII

                                SHARES OF STOCK
 
     Section 7.1  Form of Certificates.
     -----------  ---------------------

     Certificates for shares of stock of the corporation  shall be in such form
and design as the Board of Directors shall determine and shall be signed in the
name of the corporation by the Chairman of the Board, or the President or Vice
President and by the Treasurer or an Assistant Treasurer or the Secretary or any
Assistant Secretary.  Each certificate shall state the certificate number, the
date of issuance, the number, class or series and the name of the record holder
of the shares represented thereby, the name of the corporation, and, if the
shares of the corporation are classified or if any class of shares has two or
more series, there shall appear the statement required by the California
Corporations Code.

          Section 7.2  Transfer of Shares.
          -----------  -------------------

     Shares of stock may be transferred in any manner permitted or provided by
law.  Before any transfer of stock is entered upon the books of the corporation,
or any new certificate issued therefor, the older certificate, properly
endorsed, shall be surrendered and cancelled, except when a certificate has been
lost, stolen or destroyed.

          Section 7.3  Lost Certificates.
          -----------  ------------------

     The Board of Directors may order a new certificate for shares of stock to
be issued in the place of any certificate alleged to have been lost, stolen or
destroyed, but in every such case, the owner or the legal representative of the
owner of the lost, stolen or destroyed certificates may be required to give the
corporation a bond (or other adequate security) in such form and amount as the
Board may deem sufficient to indemnify it against any claim that may be made
against the 

 
corporation (including any expense or liability) on account of the alleged loss,
theft or destruction of any such certificate or issuance of such new
certificate.

                                 ARTICLE VIII

                                INDEMNIFICATION
                                ---------------
 
     Section 8.1  Indemnification by Corporation.
     -----------  -------------------------------

     Each person who was or is made a party or is threatened to be made a party
to or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative ('Proceeding'), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or was a
director or officer of the corporation or is or was serving at the request of
the corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, or was a director, officer, employee or
agent of a corporation which was a predecessor corporation of the corporation or
of another enterprise at the request of such predecessor corporation, whether
the basis of such Proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the corporation to the fullest extent authorized by the California General
Corporation Law, against all expenses, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to
be paid in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators; provided, however,
that, except as provided in Section 8.2 of this Article VIII, the corporation
shall indemnify any such person seeking indemnity in connection with a
Proceeding (or part thereof) initiated by such person only if such Proceeding
(or part thereof) was authorized by the board of directors of the corporation.
The right to indemnification conferred by this Section shall include the right
to be paid by the corporation expenses incurred in defending any such Proceeding
in advance of its final disposition to the fullest extent authorized by the
California General Corporation Law; provided, however, that, if required by the
California General Corporation Law, the payment of such expenses incurred by
such person in advance of the final disposition of such Proceeding shall be made
only upon delivery to the corporation of an undertaking, by or on behalf of such
person, to repay all amounts so advanced if it should be determined ultimately
that such person is not entitled to be indemnified under this Section or
otherwise.

          Section 8.2  Right of Claimant to Bring Suit.
          -----------  --------------------------------

     If a claim under Section 8.1 of this Article VIII is not paid in full by
the corporation within ninety (90) days after a written claim has been received
by the corporation, the claimant may at any time thereafter bring suit against
the corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim.  It shall be a defense to any such action (other than an
action 

 
brought to enforce a claim for expenses incurred in defending any Proceeding in
advance of its final disposition where the required undertaking, if any, has
been tendered to the corporation) that the claimant has not met the standards of
conduct which make it permissible under the California General Corporation Law
for the corporation to indemnify the claimant for the amount claimed. Neither
the failure of the corporation (including its board of directors, independent
legal counsel, or it shareholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the California General Corporation Law, nor an actual determination
by the corporation (including its board of directors, independent legal counsel,
or its shareholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that claimant
has not met the applicable standard of conduct.

          Section 8.3  Indemnification of Employees and Agents of the
          -----------  ----------------------------------------------
                       Corporation.
                       ------------

     The corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification, and to the advancement of
expenses to any employee or agent of the corporation to the fullest extent of
the provisions of this Article with respect to the indemnification of and
advancement of expenses to directors and officers of the corporation.

          Section 8.4  Rights Not Exclusive.
          -----------  ---------------------

     The rights conferred on any person by this Article VIII above shall not be
exclusive of any other right which such person may have or hereafter acquire
under any statute, provision of the Articles of Incorporation, Bylaw, agreement,
vote of shareholders or disinterested directors or otherwise.

          Section 8.5  Indemnity Agreements.
          -----------  ---------------------

     The Board of Directors is authorized to enter into a contract with any
Director, officer, employee or agent of the corporation, or any person who is or
was serving at the request of the corporation as a Director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, including employee benefit plans, or any person who was a director,
officer, employee or agent of a corporation which was a predecessor corporation
of the corporation or of another enterprise at the request of such predecessor
corporation, providing for indemnification rights equivalent to or, if the Board
of Directors so determines, greater than, those provided for in this Article
VIII.

          Section 8.6  Insurance.
          -----------  ----------

     The corporation may purchase and maintain insurance, at its expense, to
protect itself and any Director, officer, employee or agent of the corporation
or another corporation (including a predecessor corporation), partnership, joint
venture, trust or other enterprise against any such expense, liability or loss,
whether or not the corporation would have the power to indemnify such person
against such expense, liability or loss under the California Corporations Code.

 
          Section 8.7  Amendment, Repeal or Modification.
          -----------  ----------------------------------

     Any amendment, repeal or modification of any provision of this Article VIII
by the shareholders or the Directors of the corporation shall not adversely
affect any right or protection of a Director or officer of the corporation
existing at the time of such amendment, repeal or modification.'

                                  ARTICLE IX

                                  AMENDMENTS
                                  ----------
 
     Section 9.1  Power of Shareholders.
     -----------  ----------------------

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

          Section 9.2  Power of Directors.
          -----------  -------------------

     Subject to the right of shareholders as provided in Section 9.1 of these
Bylaws, Bylaws other than a Bylaw or amendment thereof specifying or changing
the authorized number of Directors, or the minimum or maximum number of a
variable Board of Directors, or changing from a fixed to a variable Board of
Directors or vice versa, may be adopted, amended or repealed by the approval of
the Board of Directors.