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                                                                EXHIBIT 3(ii)

                             AMENDED AND RESTATED

                                    BYLAWS

                                      OF

                         HANMI FINANCIAL CORPORATION

                                   ARTICLE I

                                    OFFICES

         Section 1.1       Principal Offices.

         The registered office of Hanmi Bancorp, Inc. shall be in the City of
Wilmington, County of New Castle, State of Delaware.

         Section 1.2       Other Offices.

         The Board of Directors may at any time establish branch or subordinate
offices at any place or places where the Corporation is qualified to do
business.

                                   ARTICLE II

                           MEETINGS OF STOCKHOLDERS

         Section 2.1       Place of Meetings.

         Meetings of stockholders shall be held at any place within or outside
the State of Delaware designated by the Board of Directors. In the absence of
any such designation, stockholders' meetings shall be held at the principal
executive office of the Corporation.

         Section 2.2       Annual Meetings of Stockholders.

         The annual meeting of stockholders shall be held each year on a date
and at a time designated by the Board of Directors. At each annual meeting,
directors shall be elected and any other proper business may be transacted.

         Section 2.3       Special Meetings of Stockholders.

         Special meeting of stockholders of the Corporation may be called only
by the chairman of the board, if there be one, or by the Board of Directors
pursuant to a resolution adopted by a majority of the total number of authorized
directors (whether or not there exist any vacancies in previously authorized
directorships at the time any such resolution is presented to the Board of
Directors for adoption), by the President of the Corporation or by holders
of shares entitled to cast not less than 10% of the votes at the meeting.


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         Section 2.4     [Omitted]


         Section 2.5       Notice of Stockholders' Meetings.

         All notices of meetings of stockholders shall be sent or otherwise
given in accordance with Section 2.5 of this Article II not less than ten
(10) nor more than sixty (60) days before the date of the meeting being
noticed. The notice shall specify the place, date and hour of the meeting and
(i) in the case of a special meeting, the general nature of the business to
be transacted, or (ii) in the case of the annual meeting, those matters which
the Board of Directors, at the time of giving the notice, intends to present
for action by the stockholders. The notice of any meeting at which directors
are to be elected shall include the name of any nominee or nominees which, at
the time of the notice, the Board of Directors intends to present for
election. No business may be transacted at an annual or special meeting of
stockholders, other than business that is (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board
of Directors (or any duly authorized committee thereof), (b) otherwise
properly brought before the annual or special meeting by or at the direction
of the Board of Directors (or any duly authorized committee thereto) or (c)
otherwise properly brought before the annual or special meeting by any
stockholder. In addition to any other applicable requirements, for business
to be properly brought before an annual or special meeting by a stockholder
such stockholder must (i) be a stockholder of record on the date of the
giving of the notice provided for in this Section 2.4 of this Article II and
on the record date for the determination of stockholders entitled to vote at
such annual or special meeting and (ii) provide timely notice in proper form
to the secretary pursuant to the procedures set forth in this Section 2.4 of
this Article II.

         To be timely, a stockholder's notice to the secretary (other than a
request for inclusion of a proposal in the Corporation's proxy statement
pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) must be delivered to or mailed and received at the
principal executive offices of the Corporation, in the case of an annual
meeting, not less than sixty (60) days nor more than ninety (90) days prior
to the anniversary date of the immediately preceding annual meeting of
stockholders, and in the case of a special meeting, not more than ninety (90)
days prior to such meeting and not later than the later of sixty (60) days
prior to the special meeting or ten (10) days following the day on which
public announcement of the meeting is first made by the Corporation;
provided, however, that in the event that the annual meeting is called for a
date that is not within thirty (30) days before or after such anniversary
date, notice by the stockholder in order to be timely must be so received not
later than the close of business on the tenth (10th) day following the day on
which such notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever first occurs.

         To be in proper written form, a stockholder's notice to the
secretary must set forth as to each matter such stockholder proposes to bring
before the annual or special meeting (a) a brief description

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of the business desired to be brought before the annual or special meeting
and the reasons for conducting such business at the annual or special
meeting, (b) the name and record address of such stockholder, (c) the class
or series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by such stockholder, (d) a description of all
arrangements or understandings between such stockholder and any other person
or persons (including their names) in connection with the proposal of such
business by such stockholder and any material interest of such stockholder in
such business and (e) a representation that such stockholder intends to
appear in person or by proxy at the annual or special meeting to bring such
business before the meeting.

         No business shall be conducted at the annual or special meeting of
stockholders, except business brought before the annual or special meeting in
accordance with the procedures set forth in this Section 2.4 of this Article
II, provided, however, that, once business has been properly brought before
the annual or special meeting in accordance with such procedures, nothing in
this Section 2.4 of this Article II shall be deemed to preclude discussion by
any stockholder of any such business. If the chairman of an annual or special
meeting determines that business was not property brought before such meeting
in accordance with the foregoing procedures, the chairman shall declare to
the meeting that the business was not properly brought before the meeting and
such business shall not be transacted.

         Section 2.6       Manner of Giving Notice; Affidavit of Notice.

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

         If any notice addressed to a stockholder at the address of such
stockholder appearing on the books of the Corporation is returned to the
Corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the
stockholder 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
to the stockholder upon written demand of the stockholder at the principal
executive office of the Corporation for a period of one year from the date of
the giving of such notice.

         An affidavit of the mailing or other means of giving any notice of
any stockholders' meeting shall be executed by the secretary, assistant
secretary or any transfer agent of the Corporation giving such notice, and
shall be filed and maintained in the minute book of the Corporation.

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         Section 2.7       Quorum.

         The presence in person or by proxy of the holders of a majority of
the shares of all classes of stock entitled to vote at a meeting of
stockholders shall constitute a quorum for the transaction of business. The
stockholders 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 stockholders 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       Adjourned Meeting and Notice Thereof.

         Any stockholders' meeting, annual or special, whether or not a
quorum is present, may be adjourned from time to time by the vote of the
majority of the shares represented at such meeting, 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 2.6 of this Article II.

         When any meeting of stockholders, either annual or special, is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at a meeting at which the
adjournment is taken, unless a new record date for the adjourned meeting is
fixed, or unless the adjournment is for more than forty-five (45) days from
the date set for the original meeting, in which case the Board of Directors
shall set a new record date. Notice of any such adjourned meeting shall be
given to each stockholder of record entitled to vote at the adjourned meeting
in accordance with the provisions of Sections 2.4 and 2.5 of this Article II.
At any adjourned meeting the Corporation may transact any business which
might have been transacted at the original meeting.

         Section 2.9       Voting.

         The stockholders entitled to vote at any meeting of stockholders
shall be determined in accordance with the provisions of Section 2.11 of this
Article II. Voting at meetings of Stockholders need not be by written ballot
unless the holders of a majority of the outstanding shares of all classes of
stock entitled to vote thereon present in person or by proxy at such meeting
shall so determine. Any stockholder entitled to vote on any matter (other
than elections of directors) may vote part of the shares in favor of the
proposal and refrain from voting the remaining shares or vote them against
the proposal, but, if the stockholder fails to specify the number of shares
such stockholder is voting affirmatively, it will be conclusively presumed
that the stockholder's approving vote is with respect to all shares such
stockholder is entitled to vote. Except as provided in Section 2.6 of this
Article II, 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) shall be the act of the stockholders, unless the vote of a greater
number or voting by classes is required by the Corporations Code of Delaware
or the Certificate of Incorporation or these Bylaws.

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         Section 2.10      Waiver of Notice or Consent by Absent Stockholder.

         The transactions at any meeting of stockholders, either annual or
special, however called and noticed, and wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice, if a quorum
be present either in person or by proxy, and if, either before or after the
meeting, each person entitled to vote, 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 thereof. The waiver of notice, consent to the
holding of the meeting or approval of the minutes thereof need not specify
either the business to be transacted or the purpose of any annual or special
meeting of stockholders. 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 also constitute a waiver
of notice of and presence at such 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 Corporations Code of Delaware to be included in the
notice but which were not included in the notice, if such objection is
expressly made at the meeting.

         Section 2.11      List of Stockholders Entitled to Vote.

         The secretary shall prepare and make, or cause to be prepared and
made, at least ten (10) days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least then (10)
days prior to the meeting, either at a place within the city where the
meeting is to be held, such place to be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any
stockholder who is present. The stock ledger shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, the list of
stockholders required by this Section 2.10 of Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

         Section 2.12      Record Date for Stockholder Notice, Voting, and
Giving Consents.

         For purposes of determining the stockholders entitled to notice of
any meeting or to vote, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty (60) days nor less than ten (10)
days prior to the date of any such meeting and in such case only stockholders
at the close of business on the record date so fixed are entitled to notice
and to vote, notwithstanding any transfer of any shares on the books of the
Corporation after the record date fixed as aforesaid, except as otherwise
provided in the Corporations Code of Delaware.

         If the Board of Directors does not so fix a record date, the record
date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of

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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.

         Section 2.13      Proxies.

         Every person entitled to vote for directors or on any other matter
shall have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with the
secretary of the Corporation. A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or the
stockholder's attorney in fact. A validly executed proxy which does not state
that it is irrevocable shall continue in full force and effect unless (i)
revoked by the person executing it, prior to the vote pursuant thereto, by a
writing delivered to the Corporation stating that the proxy is revoked or by
a subsequent proxy executed by the person executing the prior proxy and
presented to the meeting, or as to any meeting by attendance at such meeting
and voting in person by the person executing the proxy; or (ii) written
notice of the death or incapacity of the maker of such proxy is received by
the Corporation before the vote pursuant thereto is counted; provided,
however, that no such proxy shall be valid after the expiration of eleven
(11) months from the date of such proxy, unless otherwise provided in the
proxy.

         Section 2.14      Inspectors of Election.

         Before any meeting of stockholders, the Board of Directors may
appoint any persons other than nominees for office to act as inspectors of
election at the meeting or its adjournment. If no inspectors of election are
so appointed, the chairman of the meeting may, and on the request of any
stockholder or a stockholder's proxy shall, appoint inspectors of election at
the meeting. The number of inspectors shall be either one (1) or three (3).
If inspectors are appointed at a meeting on the request of one or more
stockholders or proxies, the holders of a majority of shares or their proxies
present at the meeting shall determine whether one (1) or three (3)
inspectors are to be appointed. If any person appointed as inspector fails to
appear or fails or refuses to act, the chairman of the meeting may, and upon
the request of any stockholder or a stockholder's proxy shall, appoint a
person to fill such vacancy.

         The duties of these inspectors shall be as follows:

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

                  (b)      Receive votes, ballots or consents;

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

                  (d)      Count and tabulate all votes or consents;

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                  (e)      Determine when the polls shall close;

                  (f)      Determine the result; and

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

         Section 2.15      No Action By Written Consent.

         Any action required or permitted to be taken by stockholders of the
Corporation must be effected at an annual or special meeting of stockholders
of the Corporation and may not be effected by any consent in writing by such
stockholders.

                                   ARTICLE III

                                    DIRECTORS

         Section 3.1       Powers.

         Subject to the provisions of the Corporations Code of Delaware and
any limitations in the Certificate of Incorporation and these bylaws relating
to action required to be approved by the stockholders or by the outstanding
shares, the business and affairs of the Corporation shall be managed and all
corporate powers shall be exercised by or under the direction of the Board of
Directors.

         Section 3.2       Number.

         Except as may be provided by the terms of any class or series of
stock having a preference over the Corporation's common stock, the number of
directors of the Corporation shall be fixed from time to time by resolution
of the Board of Directors, but shall not be less than seven (7) and not more
than fifteen (15), divided into three equal classes, to the extent possible,
with the terms of office of one class expiring each year. The classes shall
be initially comprised of directors appointed by the board of directors. If
the number of directors is changed by the board of directors, then any newly
created directorships or any decrease in directorships shall be apportioned
among the classes as to make all classes as nearly equal as possible;
provided, however, that no decrease in the number of directors shall shorten
the term of any incumbent director. Subject to the rights of the holders of
any class or series of stock having a preference over the Corporation's
common stock as to dividends or upon liquidation, at each annual meeting, the
successors of the class of directors whose terms expire at that meeting shall
be elected to hold office for a term expiring at the annual meeting of
stockholders held in the third year following the year of their election. The
first board of directors and subsequent boards of directors shall consist of
eleven (11) directors until changed as herein provided.

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         Section 3.3       Terms.

         Except as may be otherwise provided by the terms of any class or
series of stock having a preference over the Corporation's common stock, each
director shall hold office until (i) the annual meeting of stockholders in
the calendar year in which his or her term of office expires and until his
successor is elected and qualified or (ii) his earlier death, resignation or
removal in the manner that the directors of the Corporation, other than those
who may be elected pursuant to the terms of any series of preferred stock or
any other securities of the Corporation other than common stock, may
determine from time to time. Except as may be otherwise provided by the terms
of any series of preferred stock or any other securities of the Corporation,
no decrease in the authorized number of directors shall shorten the term of
any incumbent directors. In any election of directors, the persons receiving
a plurality of the votes) cast up to a number of directors to be elected in
such election, shall be deemed to be elected.

         Section 3.4       Removal.

         At any meeting of stockholders properly called for such purpose and
with prior notice thereof, all the directors, or all the directors of a
particular class, or any individual director, may be removed with or without
cause by the affirmative vote of a majority of the outstanding shares
entitled to vote.

         Section 3.5       Nomination of Directors.

         Subject to the rights of the holders of any class or series having a
preference over common stock, only persons who are nominated in accordance
with the following procedures shall be eligible for election as directors of
the Corporation, except as may be otherwise provided in the Certificate of
Incorporation with respect to the right of holders of preferred stock of the
Corporation to nominate and elect a specified number of directors in certain
circumstances. Nominations of persons for election to the Board of Directors
may be made at any annual meeting of stockholders, or at any special meeting
of stockholders called for the purpose of electing directors, (a) by or at
the direction of the Board of Directors (or any duly authorized committee
thereof) or (b) by any stockholder of the Corporation (i) who is a
stockholder of record on the date of the giving of the notice provided for in
this Section 3.5 of this Article III and on the record date of the
determination of stockholders entitled to vote at such meeting and (ii) who
complies with the notice procedures set forth in this Section 3.5 of this
Article III.

         In addition to any other applicable requirements, for a nomination
to be made by a stockholder, such stockholder must have given timely notice
thereof in proper written form to the secretary of the Corporation.

         To be timely, a stockholder's notice to the secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation (a) in the case of annual meeting, not less than sixty (60) days
nor more than ninety (90) days prior to the anniversary date of the
immediately preceding annual meeting of stockholders; provided, however, that
in the event that the

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annual meeting is called for a date that is not within thirty (30) days
before or after such anniversary date, notice by the stockholder in order to
be timely must be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure of the date of the annual
meeting was made, whichever first occurs; and (b) in the case of a special
meeting of stockholders called for the purpose of electing directors, not
more than ninety (90) days prior to such meeting and not later than the later
of sixty (60) days prior to the special meeting or ten (10) days following
the day on which public announcement of the meeting is first made by the
Company.

         To be in proper written form, a stockholder's notice to the
secretary must set forth (a) as to each person whom the stockholder proposes
to nominate for election as a director (i) the name, age, business address
and residence address of the person, (ii) the principal occupation or
employment of the person, (iii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or of record by
the person and (iv) any other information relating to the person that would
be required to be disclosed in a proxy statement or other filings required to
be made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act, and the rules and regulations
promulgated thereunder; and (b) as to the stockholder giving the notice (i)
the name and record address of such stockholder, (ii) the class or series and
number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy
at the meeting to nominate the person(s) named in his notice and (v) any
other information relating to such stockholder that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitation of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder. Such notice must be accompanied by a written consent of each
proposed nominee to be named as nominee and to serve as a director if elected.

         No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in
this Section 3.5 of this Article III. If the chairman of the meeting
determines that a nomination was not made in accordance with the foregoing
procedures, the chairman shall declare to the meeting that the nomination was
defective and such defective nomination shall be disregarded.

         Section 3.6       Vacancies.

         Except as may be otherwise provided by the terms of any class or
series of stock having a preference over the Corporation's common stock,
newly created directorships resulting from any increase in the number of
directors and any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other cause shall be filled solely
by the affirmative vote two-thirds (2/3) of the remaining directors then in
office, even though less than a quorum of the Board of Directors. Any
director elected in accordance with the preceding sentence shall hold office
for the remainder of the full term of the director in which the new
directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified.

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         Any director may resign effective upon giving written notice to the
chairman of the board, the president, the secretary or the Board of
Directors, unless the notice specifies a later time for the effectiveness of
such resignation. If the resignation of a director is effective at a future
time, the Board of Directors may, subject to Section 3.17, elect a successor
to take office when the resignation becomes effective.

         No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of office.

         Section 3.7       Place of Meetings and Telephonic Meetings.

         Regular meetings of the Board of Directors may be held at any place
within or without the State of Delaware that has been designated from time to
time by resolution of the board. In the absence of such designation, regular
meetings shall be held at the principal executive office of the Corporation.
Special meetings of the board shall be held at any place within or without
the State of Delaware that has been designated in the notice of the meeting
or, if not stated in the notice or there is no notice, at the principal
executive office of the Corporation. Any meeting, regular or special, may be
held by conference telephone or similar communication equipment, so long as
all directors participating in such meeting can hear one another, and all
such directors shall be deemed to be present in person at such meeting.

         Section 3.8       Annual Meeting.

         Immediately following each annual meeting of stockholders, the Board
of Directors shall hold a regular meeting for the purpose of organization,
any desired election of officers and the transaction of other business.
Notice of this meeting shall not be required.

         Section 3.9       Other Regular Meetings.

         Other regular meetings of the Board of Directors shall be held
without call at such time as shall from time to time be fixed by the Board of
Directors. Such regular meetings may be held without notice.

         Section 3.10      Special Meetings.

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

         Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges pre-paid, addressed to each director at his or her address
as it is shown upon the records of the Corporation. In case such notice is
mailed, 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 telegram, it

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shall be delivered personally or by telephone or to the telegraph company at
least forty-eight (48) hours prior to the time of the holding of the meeting.
Any oral notice given personally or by telephone may be communicated to
either the director or to a person at the office of the director who the
person giving the notice has reason to believe will promptly communicate it
to the director. The notice need not specify the purpose of the meeting nor
the place if the meeting is to be held at the principal executive office of
the Corporation.

         Section 3.11      Quorum.

         A majority of the authorized number of directors shall constitute a
quorum for the transaction of business, except to adjourn as hereinafter
provided. 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. A meeting at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of directors, if any action taken is approved by at least a
majority of the required quorum for such meeting.

         Section 3.12      Waiver of Notice.

         Notice of a meeting need not be given to any director who signs a
waiver of notice or a consent to holding the meeting or an approval of the
minutes thereof, whether before or after the meeting, or who attends the
meeting without protesting, prior thereto or at its commencement, the lack of
notice. The waiver of notice or consent need not specify the purpose of the
meeting. All such waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

         Section 3.13      Adjournment.

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

         Section 3.14      Notice of Adjournment.

         Notice of the time and place of holding an adjourned meeting need
not be given, unless the meeting is adjourned for more than twenty-four
hours, in which case notice of such time and place shall be given prior to
the time of the adjourned meeting, in the manner specified in Section 3.10 of
this Article III, to the directors who were not present at the time of the
adjournment.

         Section 3.15      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 action
by written consent shall have the same force and effect as a unanimous vote
of the Board of Directors. Such written consent or consents shall be filed
with the minutes of the proceedings of the board.

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         Section 3.16      Fees and Compensation of Directors.

         Directors and members of committees may receive such compensation,
if any, for their services, and such reimbursement of expenses, as may be
fixed or determined by resolution of the Board of Directors. Nothing
contained herein 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 for such services.

                                   ARTICLE IV

                                   COMMITTEES

         Section 4.1       Committees of Directors.

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

                  (a)      the approval of any action which, under the
Corporations Code of Delaware or in the Certificates of Incorporation, also
requires stockholders' approval or approval of the outstanding shares;

                  (b)      the filling of vacancies on the Board of Directors
or in any committee;

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

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

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

                  (f)      a distribution to the stockholders of the
Corporation, except at a rate or in a periodic amount or within a price range
determined by the Board of Directors; or

                  (g)      the appointment of any other committees of the
Board of Directors or the members thereof.

                                       12
<PAGE>

         Section 4.2       Meetings and Action of Committees.

         Meetings and action of committees shall be governed by, and held and
taken in accordance with, the provisions of Article III of these bylaws,
Sections 3.7 (place of meetings), 3.9 (regular meetings), 3.10 (special
meetings and notice), 3.11 (quorum), 3.12 (waiver of notice), 3.13
(adjournment), 3.14 (notice of adjournment) and 3.15 (action without
meeting), with such changes in the context of those bylaws as are necessary
to substitute the committee and its members for the Board of Directors and
its members, except that the time of regular meetings of committees may be
determined by resolution of the Board of Directors as well as by resolution
of the committee; special meetings of committees may also be called by
resolution of the Board of Directors; and notice of special meetings of
committees shall also be given to all alternate members, who shall have the
right to attend all meetings of the committee. The Board of Directors may
adopt rules for the government of any committee not inconsistent with the
provisions of these bylaws.

                                   ARTICLE V

                                   OFFICERS

         Section 5.1       Officers.

         The officers of the Corporation shall be a president, a secretary
and a chief financial officer. The Corporation may also have, at the
discretion of the Board of Directors, a chairman of the board, one or more
vice-presidents, one or more assistant secretaries, one or more assistant
treasurers, and such other officers as may be appointed in accordance with
the provisions of Section 5.3 of this Article V. Any number of offices may be
held by the same person.

         Section 5.2       Election of Officers.

         The officers of the Corporation, except such officers as may be
appointed in accordance with the provisions of Section 5.3 or Section 5.5 of
this Article V, shall be chosen by the Board of Directors, and each shall
serve at the pleasure of the board, subject to the rights, if any, of an
officer under any contract of employment.

         Section 5.3       Subordinate Officers, Etc.

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

         Section 5.4       Removal and Resignation of Officers.

         Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by the
Board of Directors, at any regular or special meeting

                                       13
<PAGE>

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
Corporation. Any such resignation shall take effect at the date of the
receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. Any such resignation is without prejudice to
the rights, if any, of the Corporation under any contract to which the
officer is a party.

         Section 5.5       Vacancies in Offices.

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

         Section 5.6       Chairman of the Board.

         The chairman of the board, if such an officer be elected, 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 the bylaws. If there is no
president, the chairman of the board shall in addition be the chief executive
officer of the Corporation and shall have the powers and duties prescribed in
Section 5.7 of this Article V.

         Section 5.7       President.

         Subject to such supervisory powers, if any, as may be given by the
Board of Directors to the chairman of the board, if there be such an officer,
the president shall be the chief executive officer of the Corporation and
shall, subject to the control of the Board of Directors, have general
supervision, direction and control of the business and the officers of the
Corporation. The president shall preside at all meetings of the stockholders
and, in the absence of the chairman of the board, or if there be none, at all
meetings of the Board of Directors. The president shall have the general
powers and duties of management usually vested in the office of president of
a Corporation, and shall have such other powers and duties as may be
prescribed by the Board of Directors or the bylaws.

         Section 5.8       Vice Presidents.

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

                                       14
<PAGE>

         Section 5.9       Secretary.

         The secretary shall keep or cause to be kept, at the principal
executive office or such other place as the Board of Directors may order, a
book of minutes of all meetings and actions of directors, committees of
directors and stockholders, 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' and committee meetings, the
number of shares present or represented at stockholders' meetings, and the
proceedings thereof.

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

         The secretary shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors required by the
bylaws or by law to be given, and the secretary shall keep the seal of the
Corporation, if one be adopted, in safe custody, and shall have such other
powers and perform such other duties as may be prescribed by the Board of
Directors or by the bylaws.

         Section 5.10      Chief Financial Officer.

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

         The chief financial officer shall deposit all moneys 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 president and
directors, whenever they request it, an account of all 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.

                                       15
<PAGE>

                                   ARTICLE VI

                          INDEMNIFICATION OF DIRECTORS,
                      OFFICERS, EMPLOYEES AND OTHER AGENTS

         Section 6.1       Indemnification - Third Party Proceedings.

         The Corporation shall indemnify any person (the "Indemnitee") who is
or was a party or is threatened to be made a party to any proceeding (other
than an action by or in the right of the Corporation to procure a judgment in
its favor) by reason of the fact that Indemnitee is or was a director or
officer of the Corporation, or any subsidiary of the Corporation, and the
Corporation may indemnify a person who is or was a party or is threatened to
be made a party to any proceeding (other than an action by or in the right of
the Corporation to procure a judgment in its favor) by reason of the fact
that such person is or was an employee or other agent of the Corporation (the
"Indemnitee Agent") by reason of any action or inaction on the part of
Indemnitee or Indemnitee Agent while an officer, director or agent or by
reason of the fact that Indemnitee or Indemnitee Agent 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,
against expenses (including subject to Section 6.19, attorneys' fees and any
expenses of establishing a right to indemnification pursuant to this Article
VI or under Delaware law), judgments, fines, settlements (if such settlement
is approved in advance by the Corporation, which approval shall not be
unreasonably withheld) and other amounts actually and reasonably incurred by
Indemnitee or Indemnitee Agent in connection with such proceeding if
Indemnitee or Indemnitee Agent acted in good faith and in a manner Indemnitee
or Indemnitee Agent reasonably believed to be in or not opposed to the best
interests of the Corporation and, in the case of a criminal proceeding, if
Indemnitee or Indemnitee Agent had no reasonable cause to believe
Indemnitee's or Indemnitee Agent's conduct was unlawful. The termination of
any proceeding by judgment, order, settlement, conviction or upon a plea of
nolo contendere or its equivalent shall not, of itself, create a presumption
that Indemnitee or Indemnitee Agent did not act in good faith and in a manner
which Indemnitee or Indemnitee Agent reasonably believed to be in or not
opposed to the best interests of the Corporation, or with respect to any
criminal proceedings, would not create a presumption that Indemnitee or
Indemnitee Agent had reasonable cause to believe that Indemnitee's or
Indemnitee Agent's conduct was unlawful.

         Section 6.2       Indemnification - Proceedings by or in the Right
of the Corporation.

         The Corporation shall indemnify Indemnitee and may indemnify
Indemnitee Agent if Indemnitee, or Indemnitee Agent, as the case may be, was
or is a party or is threatened to be made a party to any proceeding in the
right of the Corporation or any subsidiary of the Corporation to procure a
judgment in its favor by reason of the fact that Indemnitee or Indemnitee
Agent is or was a director, officer, employee or other agent of the
Corporation, or any subsidiary of the Corporation, by reason of any action or
inaction on the part of Indemnitee or Indemnitee Agent while an officer,
director or agent or by reason of the fact that Indemnitee or Indemnitee
Agent 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, against expenses (including subject to
Section 6.19, attorneys' fees and any expenses of establishing a right to
indemnification pursuant to

                                       16
<PAGE>

this Article VI or under Delaware law) and, to the fullest extent permitted
by law, amounts paid in settlement, in each case to the extent actually and
reasonably incurred by Indemnitee or Indemnitee Agent in connection with the
defense or settlement of the proceeding if Indemnitee or Indemnitee Agent
acted in good faith and in a manner Indemnitee or Indemnitee Agent believed
to be in or not opposed to the best interests of the Corporation and its
stockholders, except that no indemnification shall be made with respect to
any claim, issue or matter to which Indemnitee or Indemnitee Agent shall have
been adjudged to have been liable to the Corporation in the performance of
Indemnitee's or Indemnitee Agent's duty to the Corporation and its
stockholders, unless and only to the extent that the court in which such
proceeding is or was pending shall determine upon application that, in view
of all the circumstances of the case, Indemnitee or Indemnitee Agent is
fairly and reasonably entitled to indemnity for expenses and then only to the
extent that the court shall determine.

         Section 6.3       Successful Defense on Merits.

         To the extent that Indemnitee or Indemnitee Agent without limitation
has been successful on the merits in defense of any proceeding referred to in
Sections 6.1 or 6.2 above, or in defense of any claim, issue or matter
therein, the Corporation shall indemnify Indemnitee and may indemnify
Indemnitee Agent against expenses (including attorneys' fees) actually and
reasonably incurred by Indemnitee or Indemnitee Agent in connection
therewith. An Indemnitee shall be deemed to have been successful on the
merits, if the Plaintiff in the action does not prevail in obtaining the
relief sought in the suit or action or demanded in the claim.

         Section 6.4       Certain Terms Defined.

         For purposes of this Article VI, references to "other enterprises"
shall include employee benefit plans, references to "fines" shall include any
excise taxes assessed on Indemnitee or Indemnitee Agent with respect to an
employee benefit plan, and references to "proceeding" shall include any
threatened, pending or completed action or proceeding, whether civil,
criminal, administrative or investigative. References to "Corporation"
include all constituent Corporations absorbed in a consolidation or merger as
well as the resulting or surviving Corporation, so that any person who is or
was a director, officer, employee, or other agent of such a constituent
Corporation or who, being or having been such a director, officer, employee
or other agent of another Corporation, partnership, joint venture, trust or
other enterprise shall stand in the same position under the provisions of
this Article VI with respect to the resulting or surviving Corporation as
such person would if he or she had served the resulting or surviving
Corporation in the same capacity.

         Section 6.5       Advancement of Expenses.

         The Corporation shall advance all expenses incurred by Indemnitee
and may advance all or any expenses incurred by Indemnitee Agent in
connection with the investigation, defense, settlement (excluding amounts
actually paid in settlement of any action, suit or proceeding) or appeal of
any civil or criminal action, suit or proceeding referenced in Sections 6.1
or 6.2 hereof. Indemnitee or Indemnitee Agent hereby undertakes to repay such
amounts advanced only if, and to the extent that, it shall be determined
ultimately that Indemnitee or Indemnitee Agent is not entitled to be
indemnified by the Corporation as authorized hereby. The advances to be made
hereunder shall be

                                       17
<PAGE>

paid by the Corporation (i) to Indemnitee within twenty (20) days following
delivery of a written request therefor by Indemnitee to the Corporation; and
(ii) to Indemnitee Agent within twenty (20) days following the later of a
written request therefor by Indemnitee Agent to the Corporation and
determination by the Corporation to advance expenses to Indemnitee Agent
pursuant to the Corporation's discretionary authority hereunder.

         Section 6.6       Notice of Claim.

         Indemnitee shall, as a condition precedent to his or her right to be
indemnified under this Article VI, and Indemnitee Agent shall, as a condition
precedent to his or her ability to be indemnified under this Article VI, give
the Corporation notice in writing as soon as practicable of any claim made
against Indemnitee or Indemnitee Agent, as the case may be, for which
indemnification will or could be sought under this Article VI; provided,
however, that the failure to give such notice shall not affect the
Indemnitee's rights hereunder except and only to the extent such failure
prejudiced the Corporation's ability to successfully defend the matter
subject to such notice. Notice to the Corporation shall be directed to the
president and secretary of the Corporation at the principal business office
of the Corporation with copies to Buchalter, Nemer, Fields & Younger, 601
South Figueroa Street, Suite 2400, Los Angeles, California 90017, Attention:
Mark A. Bonenfant, Esq. (or such other address as the Corporation shall
designate in writing to Indemnitee). In addition, Indemnitee or Indemnitee
Agent shall give the Corporation such information and cooperation as it may
reasonably require and as shall be within Indemnitee's or Indemnitee Agent's
power.

         Section 6.7       Enforcement Rights.

         Any indemnification provided for in Sections 6.1 or 6.2 or 6.3 shall
be made no later than sixty (60) days after receipt of the written request of
Indemnitee. If a claim or request under this Article VI, under any statute,
or under any provision of the Corporation's Certificate of Incorporation
providing for indemnification is not paid by the Corporation, or on its
behalf, within sixty (60) days after written request for payment thereof has
been received by the Corporation, Indemnitee may, but need not, at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim or request, and subject to Section 6.19, Indemnitee shall also be
entitled to be paid for the expenses (including attorneys' fees) of bringing
such action. It shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in connection with any
action, suit or proceeding in advance of its final disposition) that
Indemnitee has not met the standards of conduct which make it permissible
under applicable law for the Corporation to indemnify Indemnitee for the
amount claimed, but the burden of proving such defense shall be on the
Corporation, and Indemnitee shall be entitled to receive interim payments of
expenses pursuant to Section 6.5 unless and until such defense may be finally
adjudicated by court order or judgment for which no further right of appeal
exists. The parties hereto intend that if the Corporation contests
Indemnitee's right to indemnification, the question of Indemnitee's right to
indemnification shall be a decision for the court, and no presumption
regarding whether the applicable standard has been met will arise based on
any determination or lack of determination of such by the Corporation
(including its Board or any subgroup thereof, independent legal counsel or
its stockholders). The Board of Directors may, in its discretion, provide by
resolution for similar or identical enforcement rights for any Indemnitee
Agent.

                                       18
<PAGE>

         Section 6.8       Assumption of Defense.

         In the event the Corporation shall be obligated to pay the expenses
of any proceeding against the Indemnitee or Indemnitee Agent, as the case may
be, the Corporation, if appropriate, shall be entitled to assume the defense
of such proceeding with counsel approved by Indemnitee or Indemnitee Agent,
which approval shall not be unreasonably withheld, upon the delivery to
Indemnitee or Indemnitee Agent of written notice of its election so to do.
After delivery of such notice, approval of such counsel by Indemnitee or
Indemnitee Agent and the retention of such counsel by the Corporation, the
Corporation will not be liable to Indemnitee or Indemnitee Agent under this
Article VI for any fees of counsel subsequently incurred by Indemnitee or
Indemnitee Agent with respect to the same proceeding, unless (i) the
employment of counsel by Indemnitee or Indemnitee Agent is authorized by the
Corporation, (ii) Indemnitee or Indemnitee Agent shall have reasonably
concluded, based upon written advice of counsel, that there may be a conflict
of interest of such counsel retained by the Corporation between the
Corporation and Indemnitee or Indemnitee Agent in the conduct of such
defense, or (iii) the Corporation ceases or terminates the employment of such
counsel with respect to the defense of such proceeding, in any of which
events then the fees and expenses of Indemnitee's or Indemnitee Agent's
counsel shall be at the expense of the Corporation. At all times, Indemnitee
or Indemnitee Agent shall have the right to employ other counsel in any such
proceeding at Indemnitee's or Indemnitee Agent's expense, and to participate
in the defense of the proceeding or claim through such counsel.

         Section 6.9       Approval of Expenses.

         No expenses for which indemnity shall be sought under this Article
VI, other than those in respect of judgments and verdicts actually rendered,
shall be incurred without the prior consent of the Corporation, which consent
shall not be unreasonably withheld.

         Section 6.10      Subrogation.

         In the event of payment under this Article VI, the Corporation shall
be subrogated to the extent of such payment to all of the rights of recovery
of the Indemnitee or Indemnitee Agent, who shall do all things that may be
necessary to secure such rights, including the execution of such documents
necessary to enable the Corporation effectively to bring suit to enforce such
rights.

         Section 6.11      Exceptions.

         Notwithstanding any other provision herein to the contrary, the
Corporation shall not be obligated pursuant to this Article VI:

                  (a)      EXCLUDED ACTS. To indemnify Indemnitee (i) as to
circumstances in which indemnity is expressly prohibited pursuant to Delaware
law, (ii) for any acts or omissions or transactions from which a director may
not be relieved of liability pursuant to Delaware law; or (iii) any act or
acts of bad faith or willful misconduct; or

                                       19
<PAGE>

                  (b)      CLAIMS INITIATED BY INDEMNITEE. To indemnify or
advance expenses to Indemnitee with respect to proceedings or claims
initiated or brought voluntarily by Indemnitee and not by way of defense,
except with respect to proceedings brought to establish or enforce a right to
indemnification under this Article VI or any other statute or law or as
otherwise required under the Corporations Code of Delaware, but such
indemnification or advancement of expenses may be provided by the Corporation
in specific cases if the Board of Directors has approved the initiation or
bringing of such suit; or

                  (c)      LACK OF GOOD FAITH. To indemnify Indemnitee for
any expenses incurred by the Indemnitee with respect to any proceeding
instituted by Indemnitee to enforce or interpret this Article VI, if a court
of competent jurisdiction determines that such proceeding was not made in
good faith or was frivolous; or

                  (d)      INSURED CLAIMS. To indemnify Indemnitee for
expenses or liabilities of any type whatsoever (including, but not limited
to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in
settlement) which have been paid directly to Indemnitee by an insurance
carrier under a policy of officers' and directors' liability insurance
maintained by the Corporation; or

                  (e)      BREACHES OF AGREEMENTS. To indemnify Indemnitee
for expenses or liabilities (including indemnification obligations of
Indemnitee) of any type whatsoever arising from his breach of an employment
agreement with the Corporation (if any) or any other agreement with the
Corporation or any of its subsidiaries; or

                  (f)      CLAIMS UNDER SECTION 16(b). To indemnify
Indemnitee for expenses and the payment of profits arising from the purchase
and sale by Indemnitee of securities in violation of Section 16(b) of the
Exchange Act, as amended, or any similar successor statute.

         Section 6.12      Partial Indemnification.

         If Indemnitee is entitled under any provision of this Article VI to
indemnification by the Corporation for some or a portion of the expenses,
judgments, fines or penalties actually or reasonably incurred by the
Indemnitee in the investigation, defense, appeal or settlement of any civil
or criminal action, suit or proceeding, but not, however, for the total
amount thereof, the Corporation shall nevertheless indemnify Indemnitee for
the portion of such expenses, judgments, fines or penalties to which
Indemnitee is entitled.

         Section 6.13      Coverage.

         All rights to indemnification under this Article VI shall be deemed
to be provided by a contract between the Corporation and the Indemnitee in
which the Corporation hereby agrees except as expressly provided in these
bylaws to indemnify Indemnitee to the fullest extent permitted by law,
notwithstanding that such indemnification is not specifically authorized by
the Corporation's Certificate of Incorporation, these bylaws or by statute.
Any repeal or modification of these bylaws, the Corporations Code of Delaware
or any other applicable law shall not affect any rights or obligations then
existing under this Article VI. The provisions of this Article VI shall
continue as

                                       20
<PAGE>

to Indemnitee and Indemnitee Agent for any action taken or not taken while
serving in an indemnified capacity even though the Indemnitee or Indemnitee
Agent may have ceased to serve in such capacity at the time of any action,
suit or other covered proceeding. This Article VI shall be binding upon the
Corporation and its successors and assigns and shall inure to the benefit of
Indemnitee and Indemnitee Agent and Indemnitee's and Indemnitee Agent's
estate, heirs, legal representatives and assigns.

         Section 6.14      Non-exclusivity.

         Nothing herein shall be deemed to diminish or otherwise restrict any
rights to which Indemnitee or Indemnitee Agent may be entitled under the
Corporation's Certificate of Incorporation, any agreement, any vote of
stockholders or disinterested directors, or, except as expressly provided
herein, under the laws of the State of Delaware.

         Section 6.15      Severability.

         Nothing in this Article VI is intended to require or shall be
construed as requiring the Corporation to do or fail to do any act in
violation of applicable law. If this Article VI or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify Indemnitee or Indemnitee Agent to
the fullest extent permitted by any applicable portion of this Article VI
that shall not have been invalidated.

         Section 6.16      Mutual Acknowledgment.

         Both the Corporation and Indemnitee acknowledge that in certain
instances, Federal law or applicable public policy may prohibit the
Corporation from indemnifying its directors and officers under this Article
VI or otherwise. Indemnitee understands and acknowledges that the Corporation
has undertaken or may be required in the future to undertake with the
Securities and Exchange Commission to submit the question of indemnification
to a court in certain circumstances for a determination of the Corporation's
right under public policy to indemnify Indemnitee.

         Section 6.17      Officer and Director Liability Insurance.

         The Corporation shall, from time to time, make the good faith
determination whether or not it is practicable for the Corporation to obtain
and maintain a policy or policies of insurance with reputable insurance
companies providing the officers and directors of the Corporation with
coverage for losses from wrongful acts, or to ensure the Corporation's
performance of its indemnification obligations under this Article VI. Among
other considerations, the Corporation will weigh the costs of obtaining such
insurance coverage against the protection afforded by such coverage.
Notwithstanding the foregoing, the Corporation shall have no obligation to
obtain or maintain such insurance if the Corporation determines in good faith
that such insurance is not reasonably available, if the premium costs for
such insurance are disproportionate to the amount of coverage provided, if
the coverage provided by such insurance is limited by exclusions so as to
provide an insufficient benefit, or if Indemnitee is covered by similar
insurance maintained by a subsidiary or parent of the Corporation.

                                       21
<PAGE>

         Section 6.18      Notice to Insurers.

         If, at the time of the receipt of a notice of a claim pursuant to
Section 6.6 hereof, the Corporation has director and officer liability
insurance in effect, the Corporation shall give prompt notice of the
commencement of such proceeding to the insurers in accordance with the
procedures set forth in the respective policies. The Corporation shall
thereafter take all necessary or desirable action to cause such insurers to
pay, on behalf of the Indemnitee, all amounts payable as a result of such
proceeding in accordance with the terms of such policies.

         Section 6.19      Attorneys' Fees.

         In the event that any action is instituted by Indemnitee under this
Article VI to enforce or interpret any of the terms hereof, Indemnitee shall
be entitled to be paid all court costs and expenses, including reasonable
attorneys' fees, incurred by Indemnitee with respect to such action, unless
as a part of such action, the court of competent jurisdiction determines that
the action was not instituted in good faith or was frivolous. In the event of
an action instituted by or in the name of the Corporation under this Article
VI, or to enforce or interpret any of the terms of this Article VI,
Indemnitee shall be entitled to be paid all court costs and expenses,
including attorneys' fees, incurred by Indemnitee in defense of such action
(including with respect to Indemnitee's counterclaims and cross-claims made
in such action), unless as a part of such action the court determines that
Indemnitee's defenses to such action were not made in good faith or were
frivolous. The Board of Directors may, in its discretion, provide by
resolution for payment of such attorneys' fees to any Indemnitee Agent.

         Section 6.20      Notice.

         All notices, requests, demands and other communications under this
Article VI shall be in writing and shall be deemed duly given (i) if
delivered by hand and receipted for by the addressee, on the date of such
receipt, or (ii) if mailed by domestic certified or registered mail with
postage prepaid, on the third business day after the date postmarked.

                                   ARTICLE VII

                               RECORDS AND REPORTS

         Section 7.1       Maintenance of Share Register.

         The Corporation shall keep at its principal executive office, or at
the office of its transfer agent or registrar, if either be appointed and as
determined by resolution of the Board of Directors, a record of its
stockholders, giving the names and addresses of all stockholders and the
number and class of shares held by each stockholder.

                                       22
<PAGE>

         Section 7.2       Maintenance and Inspection of Bylaws.

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

         Section 7.3       Maintenance and Inspection of Other Corporate
Records.

         The accounting books and records and minutes of proceedings of the
stockholders and the Board of Directors and any committee or committees of
the Board of Directors shall be kept at such place or places designated by
the Board of Directors, or, in the absence of such designation, at the
principal executive office of the Corporation. The minutes shall be kept in
written form and the accounting books and records shall be kept either in
written form or in any other form capable of being converted into written
form. Such minutes and accounting books and records shall be open to
inspection upon the written demand of any stockholder 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 stockholder or as
the 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
make extracts. The foregoing rights of inspection shall extend to the records
of each subsidiary of the Corporation.

         Section 7.4       Inspection by Directors.

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

                                  ARTICLE VIII

                            GENERAL CORPORATE MATTERS

         Section 8.1       Record Date for Purposes Other than Notice and
Voting.

         For purposes of determining the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or
entitled to exercise any rights in respect of any other lawful action (other
than action by stockholders by written consent without a meeting), the Board
of Directors may fix, in advance, a record date, which shall not be more than
sixty (60) days prior to any such action, and in such case only stockholders
of record on the date so fixed are entitled to receive the dividend,
distribution or allotment of rights or to exercise the rights, as the case
may be,

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<PAGE>

notwithstanding any transfer of any shares on the books of the Corporation
after the record date fixed as aforesaid, except as otherwise provided in the
Corporations Code of Delaware.

         If the Board of Directors does not so fix a record date, the record
date for determining stockholders for any such purpose shall be at the close
of business on the day on which the board adopts the resolution relating
thereto, or the sixtieth (60th) day prior to the date of such action,
whichever is later.

         Section 8.2       Checks, Drafts, Evidences of Indebtedness.

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

         Section 8.3       Corporate Contracts and Instruments; How Executed.

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

         Section 8.4       Certificates for Shares.

         A certificate or certificates for shares of the capital stock of the
Corporation shall be issued to each stockholder when any such shares are
fully paid, and the Board of Directors may authorize the issuance of
certificates for shares as partly paid provided that such certificates shall
state the amount of the consideration to be paid therefor and the amount paid
thereon. All certificates shall be signed in the name of the Corporation by
the chairman of the board or vice chairman of the board or the president or a
vice president and by the chief financial officer or an assistant treasurer
or the secretary or any assistant secretary, certifying the number of shares
and the class or series of shares owned by the stockholder. Any or all of the
signatures on the certificate may be facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been
placed 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 8.5       Lost Certificates.

         Except as hereinafter in this Section 8.5 provided, no new
certificates for shares shall be issued in lieu of an old certificate unless
the latter is surrendered to the Corporation and cancelled at the same time.
The Board of Directors shall in case any share certificate or certificate for
any

                                       24
<PAGE>

other security is lost, stolen or destroyed, authorize the issuance of a new
certificate in lieu thereof, upon such terms and conditions as the board may
reasonably require including provision for indemnification of the Corporation
secured by a bond or other adequate security sufficient to protect the
Corporation against any claim that may be made against it, including any
expense or liability, on account of the alleged loss, theft or destruction of
such certificate or the issuance of such new certificate.

         Section 8.6       Representation of Shares of Other Corporations.

         The chairman of the board, the president, or any vice president, or
any other person authorized by resolution of the Board of Directors by any of
the foregoing designated officers, is authorized to vote on behalf of the
Corporation any and all shares of any other Corporation or Corporations,
foreign or domestic, standing in the name of the Corporation. The authority
herein granted to said officers to vote or represent on behalf of the
Corporation any and all shares held by the Corporation in any other
Corporation or Corporations may be exercised by any such officer in person or
by any person authorized to do so by proxy duly executed by said officer.

         Section 8.7       Construction and Definitions.

         Unless the context requires otherwise, the general provisions, rules
of construction, and definitions in the Corporations Code of Delaware shall
govern the construction of these bylaws. Without limiting the generality of
the foregoing, the singular number includes the plural, the plural number
includes the singular, and the term "person" shall be construed broadly and
shall include a natural person, Corporation or other entity.

         Section 8.8       Amendments.

         Except as otherwise provided in the Certificate of Incorporation,
these bylaws (including this Section 8.8) may be altered, amended or repealed
in whole or in part, or new bylaws may be adopted, by the stockholders or by
the Board of Directors. Except as otherwise provided in the Certificate of
Incorporation, all such amendments must be approved by either the holders of
at least sixty six and two-thirds percent (66.67%) of the combined voting
power of all of the then outstanding capital stock entitled to vote generally
in the election of directors, voting together as a single class, or by a
majority of the Board of Directors.

                                       25
<PAGE>

                            CERTIFICATE OF SECRETARY

         I, the undersigned, do hereby certify:

         (1)      That I am the duly elected and acting Secretary of HANMI
Financial Corporation, a Delaware Corporation; and

         (2)      That the foregoing bylaws, comprising of [_______________]
(___) pages, constitute the bylaws of such Corporation, as duly adopted by
the Board of Directors of this Corporation dated [_____________, _____].

         IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of such Corporation this [___] day of [__________], 2000.



                                                ------------------------------
                                                Wun Hwa Choi, Secretary

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