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                                                                    Exhibit 3.91



                       BYLAWS FOR THE REGULATION EXCEPT AS
                      OTHERWISE PROVIDED BY STATUTE OR ITS
                          ARTICLES OF INCORPORATION OF

                                  A WEP COMPANY

                           (A California Corporation)

                                    ARTICLE I

                                     Offices

      SECTION 1.01 Principal Executive Office. The principal executive office of
the corporation is hereby fixed and located at such place within or without the
State of California as shall be fixed from time to time by the Board of
Directors. The Board of Directors is hereby granted full power and authority to
change said principal executive office from one location to another. If the
principal executive office is located outside California, and the corporation
has one or more business offices in California, the Board of Directors shall fix
and designate a principal business office in the State of California.

      SECTION 1.02 Other Offices. Other business offices may at any time be
established by the Board of Directors at any place or places where the
corporation is qualified to do business.

                                   ARTICLE II

                            Meetings of Shareholders

      SECTION 2.01 Place of Meetings. All meetings of shareholders shall be held
at the principal executive office of the corporation, or at any other place
within or without the State of California which may be designated either by the
Board of Directors or by the written consent of all persons entitled to vote
thereat and not present at the meeting, given either before or after the meeting
and filed with the Secretary of the corporation.

      SECTION 2.02 Annual Meetings. The annual meetings of shareholders shall be
held on the first Tuesday in April of every year commencing in April 1988,
provided, however,

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that should said day fall upon a legal holiday, then any such annual meeting of
shareholders shall be held at the same time and place on the next day thereafter
ensuing which is a full business day. At such meetings, Directors shall be
elected, reports of the affairs of the corporation shall be considered, and any
other business may be transacted which is within the powers of the shareholders.

      Written notice of each annual meeting shall be given to each shareholder
entitled to vote, either personally or by mail or other means of written
communication, charges prepaid, addressed to such shareholder at his address
appearing on the books of the corporation or given by him to the corporation for
the purpose of notice. If any notice or report addressed to the shareholder at
the address of such shareholder appearing on the books of the corporation is
returned to the corporation by the United States Postal Service marked to
indicate that the United States Postal Service is unable to deliver the notice
or report to the shareholder at such address, all future notices or reports
shall be deemed to have been duly given without further mailing if the same
shall be available for the shareholder upon written demand of the shareholder at
the principal executive office of the corporation for a period of one year from
the date of the giving of the notice or report to all other shareholders. If a
shareholder gives no address, notice shall be deemed to have been given if sent
by mail or telegraphic or other means or written communication addressed to the
place where the principal executive office of the corporation is situated, or if
published at least once in some newspaper of general circulation in the county
in which said principal executive office is located. All such notices shall be
given to each shareholder entitled thereto not less than ten (or, if the
corporation may under applicable statute or rule send such notice by third-class
mail, 30) days nor more than 60 days before each annual meeting. Any such notice
shall be deemed to have been given at the time when delivered personally, or
deposited in the mail or sent by telegram or other means of written
communication. An affidavit of mailing of any such notice in accordance with the
foregoing provisions, executed by the Secretary, Assistant Secretary, or any
transfer agent of the corporation shall be prima facie evidence of the giving of
the notice.


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      Such notices shall specify:

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

      (b) those matters which the Board, at the time of the mailing of the
notice, intends to present for action by the shareholders;

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

      (d)the general nature of a proposal, if any, to take action with respect
to approval of (I) a contract or other transaction with an interested Director,
(ii) amendment of the articles of incorporation, (iii) a reorganization of the
corporation as defined in Section 181 of the California General Corporation Law,
(iv) voluntary dissolution of the corporation, or (v) a distribution in
dissolution other than in accordance with the rights of outstanding preferred
shares, if any; and

      (e)such other matters, if any, as may be expressly required by statute.

      SECTION 2.03 Special Meetings. Special meetings of the shareholders, for
the purpose of taking any action permitted by the shareholders under the
California General Corporation Law and the articles of incorporation of the
corporation, may be called at any time by the Chairman of the Board or the
President, or by the Board of Directors, or by one or more shareholders holding
not less than ten percent of the votes at the meeting. Upon request in writing
that a special meeting of shareholders be called for any proper purpose,
directed to the Chairman of the Board, President, Vice President or Secretary by
any person (other than the Board of Directors) entitled to call a special
meeting of shareholders, the officer forthwith shall cause notice to be given to
shareholders entitled to vote that a meeting will be held at a time requested by
the person or persons calling the meeting, not less than 35 nor more than 60
days after receipt of the request. Except in special cases where other express
provision is made by statute, notice of such special meetings shall be given
in the same manner as for annual meetings of shareholders. in addition, to the
extent applicable, the contents of the notice


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shall be in accordance with the provisions of Section 2.02 of this Article
(i.e., items (a) through (e), inclusive).

      SECTION 2.04 Quorum. The presence in person or by proxy of the persons
entitled to vote a majority of the voting shares at any meeting shall constitute
a quorum for the transaction of business. The shareholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a quorum.

      SECTION 2.05 Adjourned Meeting and Notice Thereof. Any shareholders'
meeting, annual not a quorum is present. may be adjourned from time to time by
the vote of a majority of the shares, the holders of which are either present In
person or represented by proxy thereat, but in the absence of a quorum no other
business may be transacted at such meeting, except as provided in Section 2.04
of this Article. When any shareholders' meeting, 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 the meeting at which the
adjournment is taken, unless after the adjournment a new record date is fixed
for the adjourned meeting or unless the adjournment is for more than 45 days
from the date set for the original meeting, in which case the Board of Directors
shall set a new record date. Notice of any such adjourned meeting shall be given
to each shareholder of record entitled to vote at the adjourned meeting in
accordance with the provisions of Section 2.02 of this Article. At any adjourned
meeting the corporation may transact any business which might have been
transacted at the original meeting.

      SECTION 2.06 Voting. Unless a record date for voting purposes be fixed
provided in Section 5.01 of Article V of these Bylaws then, subject to the
provisions of Sections 702 to 704, inclusive, of the California General
Corporation Law (relating to voting of shares held by a fiduciary, in the name
of a corporation, or in joint ownership), only persons in whose names shares
entitled to vote stand on the stock records of the corporation at the close of
business on the business day next preceding the day on which notice of the
meeting is given or if such notice is waived, at the close of business on the
business day next preceding the day on which the meeting of shareholders is
held, shall be entitled to vote at such


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meeting, and such day shall be the record date for such meeting. Such vote may
be viva voce or by ballot; provided, however, that all elections for Directors
must be by ballot upon demand made by a shareholder at any election and before
the voting begins. On any matter other than election of Directors, any
shareholder may vote part of his shares in favor of the proposal and refrain
from voting the remaining shares or vote them against the proposal, but, if the
shareholder fails to specify the number of shares which the shareholder is
voting affirmatively, it will be conclusively presumed that the shareholder's
approving vote is with respect to all shares such shareholder is entitled to
vote. If a quorum is present, except with respect to election of Directors, the
affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on any matter shall be the act of the shareholders, unless the
vote of a greater number or voting by classes is required by the California
General Corporation Law or the articles of incorporation. Subject to the
requirements of the next sentence, every shareholder entitled to vote at any
election for Directors shall have the right to 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 shall
think fit. No shareholder shall be entitled to cumulate votes unless the name of
the candidate or candidates for whom such votes would be cast has been placed in
nomination prior to the voting and any shareholder has given notice at the
meeting prior to the voting of such shareholder's intention to cumulate his
votes. The candidates receiving the highest number of votes of shares entitled
to be voted for them, up to the number of Directors to be elected, shall be
elected.

      SECTION 2.07 Validation of Defectively Called or Noticed Meetings. The
transactions of any meeting of shareholders, either annual or special, however
called and noticed, and wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and if, either before or after the meeting, each of the
persons entitled to vote, not present in person or by proxy, or who though
present, has, at the beginning of the meeting, properly objected to the
transaction of any business because the meeting was not lawfully called or
convened, or to particular matters of business legally required to be included
in the notice, but not so included, signs a written


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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. Neither the
business to be transacted at nor the purpose of any regular or special meeting
of shareholders need be specified in the written waiver of notice, consent to
the holding of the meeting, or approval of the Minutes thereof, unless otherwise
provided in the articles of incorporation, these Bylaws, or by statute.

      SECTION 2.08 Action Without Meeting. Directors may be elected without a
meeting by a consent in writing, setting forth the action so taken, signed by
all of the persons who would be entitled to vote for the election of Directors,
provided that, without notice except as hereinafter set forth, a Director may be
elected at any time to fill a vacancy not filled by the Board of Directors by
the written consent of persons holding a majority of the outstanding shares
entitled to vote for the election of Directors. Any other action which, under
any provision of the California General Corporation Law, may be taken at a
meeting of the shareholders, may be taken without a meeting, and without notice
except as hereinafter set forth, if a consent in writing, setting forth the
action so taken, is signed by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.

      Unless the consents of all shareholders entitled to vote have been
solicited in writing:

      (a) Notice of any proposed shareholder approval of, (I)a contract or other
transaction with an interested Director, (ii) indemnification of an agent of the
corporation as authorized by Section 5.08 of Article V of these Bylaws, (iii) a
reorganization of the corporation as defined in Section 181 of the California
General Corporation Law, or (iv) a distribution in dissolution other than in
accordance with the rights of outstanding preferred shares, if any, without a
meeting by less than unanimous written consent, shall be given at least ten days
before the consummation of the action authorized by such approval; and


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      (b) Prompt notice shall be given of the taking of any other corporate
action approved by shareholders without a meeting by less than unanimous written
consent, to those shareholders entitled to vote who have not consented in
writing. Such notice shall be given in the manner and shall be deemed to have
been given as provided in Section 2.02 of Article II of these Bylaws.

      Unless, as provided in Section 5.01 of Article V of these Bylaws, the
Board of Directors has fixed a record date for the determination of shareholders
entitled to give such written consent, the record date for such determination
shall be the day on which the first written consent is given, when no prior
action by the Board of Directors has been taken. In all other cases in which the
Board of Directors has not fixed a record date for the determination of
shareholders entitled to give such written consent as provided in Section 5.01
of Article V of these Bylaws, the record date shall be determined as set forth
in such Section 5.01.

      Any shareholder giving a written consent, or the share holder's
proxyholders, or a transferee of the shares or a personal representative of the
shareholder or their respective proxyholders, may revoke the consent by a
writing received by the corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have been filed
with the Secretary of the corporation, but may not do so thereafter. Such
revocation is effective upon its receipt by the Secretary of the corporation.
All written consents referred to in this Section 2.08 shall be filed with the
Secretary of the corporation and shall be maintained in the corporate records.

      SECTION 2.09 Proxies. Every person entitled to vote or execute consents
shall have the right to do so either in person or by one or more agents
authorized by a written proxy executed by such person or his duly authorized
agent and filed with the Secretary of the corporation. Any proxy duly executed
is not revoked and continues in full force and effect until (I) an instrument
revoking it or a duly executed proxy bearing a later date is filed with the
Secretary of the corporation prior to the vote pursuant thereto, (ii) the person
executing the proxy attends the meeting and votes in person or (iii) written
notice of the death or incapacity of the maker of such proxy is received by the
corporation before the vote


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pursuant thereto is counted; provided that no such proxy shall be valid after
the expiration of 11 months from the date of its execution, unless the person
executing it specifies therein the length of time for which such proxy is to
continue in force.

      SECTION 2.10 Inspectors of Election. In advance of any meeting of
shareholders, the Boar Directors may appoint any persons other than nominees for
office as inspectors of election to act at such meeting or any adjournment
thereof. If inspectors of election be not so appointed, the Chairman of any such
meeting may, and on the request of any shareholder or his proxy shall, make such
appointment at the meeting. The number of inspectors shall be either one or
three. If appointed at a meeting on the request of one or more shareholders or
proxies, the majority of shares represented in person or by proxy shall
determine whether one or three inspectors is to be appointed. In case any person
appointed as inspector fails to appear or fails or refuses to act, the vacancy
may, and on the request of any shareholder or a shareholder's proxy shall, be
filled by appointment by the Board of Directors in advance of the meeting, or at
the meeting by the Chairman of the meeting.

      The duties of such inspectors shall be as prescribed in Section 707 of the
California General Corporation Law and shall include: (I) determining the number
of shares outstanding and the voting power of each; (ii) the shares represented
at the meeting;(iii) the existence of a quorum; (iv)the authenticity, validity
and effect of proxies;(v)receiving votes, ballots or consents; (vi) hearing and
determining all challenges and questions in any way arising in connection with
the right to vote; (vii) counting and tabulating all votes or consents; (viii)
determining when the polls shall close; (ix) determining the result; and (x)
such acts as may be proper to conduct the election or vote with fairness to all
shareholders. In the determination of the validity and effect of proxies the
dates contained on the forms of proxy shall presumptively determine the order of
execution of the proxies, regardless of the postmark dates on the envelopes in
which they are mailed.

      The inspectors of election shall perform their duties impartially, in good
faith, to the best of their ability and as expeditiously as is practical. if
there are three inspectors of election, the decision, act or certificate of a
majority is


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effective in all respects as the decision, act or certificate of all. Any report
or certificate made by the inspectors of election is prima facie evidence of the
facts stated therein.

                                   ARTICLE III

                                    Directors

      SECTION 3.01 Powers. All corporate powers of the corporation shall be
exercised by, or under authority of, and the business and affairs of the
corporation shall be controlled by, the Board of Directors, subject, however, to
such limitations as are imposed by law, the articles of incorporation, these
bylaws, or as to actions to be authorized or approved by the shareholders. The
Board of Directors may, by contract or otherwise, give general limited, or
special power and authority to the officers and employees of the corporation to
transact the general business, or any special business, of the corporation, and
may give powers of attorney to agents of the corporation to transact any special
business requiring such authorization.

      SECTION 3.02 Number and Oualification of Directors. The authorized number
of Directors shall be one until changed by a duly adopted amendment to the
articles of incorporation or by an amendment to this Section 3.02 duly adopted
by a vote or written consent of holders of a majority of the outstanding shares
entitled to vote; provided, however, that if the number of Directors should ever
be increased to five or more an amendment to this Section 3.02 or an amendment
to the articles of incorporation either of which would reduce the fixed number
of Directors to a number less than five, cannot be adopted if the votes cast
against its adoption at a meeting, or the shares not consenting in the case of
action by written consent, are equal to more than 16 2/3 percent of the
outstanding shares entitled to vote.

      SECTION 3.03 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 shareholders held for that purpose. All Directors shall
hold office until the next annual shareholders' meeting and until their
respective successors are elected and qualified,


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subject to the California General Corporation Law and the provisions of these
Bylaws with respect to vacancies on the Board.

      SECTION 3.04 Vacancies. A vacancy in the Board of Directors shall be
deemed to exist in case of the death, resignation, disqualification or removal
of any Director: if a Director has been declared of unsound mind by order of
court or convicted of a felony; if the authorized number of Directors be
increased; or 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, except for a vacancy created by the
removal of a Director, may be filled by a majority of the remaining Directors,
though less than a quorum, or by a sole remaining Director, and each Director so
elected shall hold office until his successor is elected at an annual or a
special meeting of the shareholders. A vacancy in the Board of Directors created
by the removal of a Director may only be filled by the vote of a majority of the
shares entitled to vote represented at a duly held meeting at which a quorum is
present, or by the written consent of the holders of a majority of the
outstanding shares.

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

      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 Board of Directors accepts the resignation of a
Director tendered to take effect at a future time, the Board or the shareholders
shall have power to elect a successor to take office when the resignation is to
become effective.

      No reduction of the authorized number of Directors shall have the effect
of removing any Director prior to the expiration


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of his term of office.

      SECTION 3.05 Place of Meeting. Regular meetings of the Board of Directors
shall be held at any place within or without the State which has been designated
from time to time by resolution of the Board or by written consent of all
members of the Board. In the absence of such designation regular meetings shall
be held at the principal executive office of the corporation. Special meetings
of the Board may be held either at a place so designated or at the principal
executive office. Any meeting regular or special, may be held by conference
telephone or similar communications equipment, as long as all Directors
participating in the meeting can hear one another, and all such Directors shall
be deemed to be present in person at the meeting.

      SECTION 3.06 Organization Meeting. Immediately following each annual
meeting of shareholders the Board of Directors shall hold a regular meeting at
the place of said annual meeting or at such other place as shall be fixed by the
Board of Directors, for the purpose of organization, election of officers, and
the transaction of other business. Call and notice of such meetings are hereby
dispensed with.

      SECTION 3.07 Other Regular Meetings. Other regular meetings of the Board
of Directors and Provision for notice thereof may be provided for by amendment
of these Bylaws pursuant to Article VI below.

      SECTION 3.08 Special Meetings. Special meetings of the Board of Directors
or any purpose or purposes may be called at any time by the Chairman of the
Board, the President, any Vice President, the Secretary or by any two Directors.

      Written notice of the time and place of special meetings shall be
delivered personally to each Director or communicated to each Director by
telephone, or by telegraph or mail, charges prepaid, addressed to him at his
address as it is shown upon the records of the corporation or, if it is not so
shown on such records or is not readily ascertainable, at the place at which the
meetings of the Directors are regularly held. In case such notice is mailed, it
shall be deposited in the United States mail in the place in which the principal
executive office of the corporation is located at least four days before the
time of the


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holding of the meeting. In case the notice is delivered personally, or by
telephone or telegram, it shall be delivered personally or by telephone or to
the telegraph company, at least 48 hours before the time of the holding of the
meeting. Any oral notice given personally or by telephone may be communicated
either to the Director or to a person at the office or residence of the Director
whom the person giving the notice has reason to believe will promptly
communicate it to the Director. Such mailing, telegraphing or delivery,
personally or by telephone, as above provided, shall constitute due, legal and
personal notice to such Director.

      Any notice shall state the date, place, and hour of the meeting. However,
the notice need not specify the purpose of the meeting.

      SECTION 3.09 Action Without Meeting. Any action by the Board of Directors
may be taken without a meeting if all members of the Board shall individually or
collectively consent in writing to such action. Such written consent or consents
shall be filed with the minutes of the proceedings of the Board and shall have
the same force and effect as a unanimous vote of such Directors.

      SECTION 3.10 Action at a Meeting: Quorum and Required Vote. Presence of
the authorized number or Directors at a meeting of the Board of Directors
constitutes a quorum for the transaction of business, except as hereinafter
provided. Members of the Board may participate in a meeting through use of
conference telephone or similar communications equipment, so long as all members
participating in such meeting can hear one another. Participation in a meeting
as permitted in the preceding sentence constitutes presence in person at such
meeting. Every act or decision done or made by a majority of the Directors
present at a meeting duly held at which a quorum is present shall be regarded as
the act of the Board of Directors# unless a greater number, or the same number
after disqualifying one or more Directors from voting, is required by law, by
the articles of incorporation or by these Bylaws. A meeting at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of a Director, provided that any action taken is approved by at least
a majority of the required quorum for such meeting.


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      SECTION 3.11 Validation of Defectively Called or Noticed Meetings. The
transactions of any meetings 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 or who, though present, has prior
to the meeting or at its commencement, protested the lack of proper notice to
him, signs a written waiver of notice or a consent to holding such meeting or an
approval of the minutes thereof. All such waivers, consents or approvals shall
be filed with the corporate records or made a part of the minutes of the
meeting. The waiver of notice or consent need not specify the purpose of the
meeting.

      SECTION 3.12 Adjournment. A majority of the Directors present, whether or
not a quorum is present, may adjourn any meeting to another time and place.

      SECTION 3.13 Notice of Adjournment. If the meeting is adjourned for more
than 24 hours notice of any adjournment to another time or place shall be given
prior to the time of the adjourned meeting to the Directors who were not present
at the time of adjournment. Otherwise, notice of the time and place of holding
an adjourned meeting need not be given to absent Directors if the time and place
be fixed at the meeting adjourned.

      SECTION 3.14 Committees. The Board may, by resolution adopted by a
majority of the authorized number of Directors, designate one or more committees
consisting of two or more Directors who will serve at the pleasure of the Board.
Each committee shall have all the authority of the Board, except as expressly
limited by Section 311 of the California General Corporation Law and by the
resolution of the Board designating the committee. The presence of a majority of
the designated members of any such committee shall constitute a quorum for the
transaction of business at a meeting of the committee.

      SECTION 3.15 Fees and Compensation. Directors and members of committees
may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by resolution of the
Board.


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                                   ARTICLE IV

                                    Officers

      SECTION 4.01 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, and such other
officers as may be appointed in accordance with the provisions of Section 4.02
of this Article with such titles and duties as shall be determined by the Board.

      SECTION 4.02 Election. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 4.03
or Section 4.05 of this Article, shall be chosen annually by the Board of
Directors, and each shall hold his office until he shall resign or shall be
removed or otherwise disqualified to serve, or his successor shall be elected
and qualified.

      SECTION 4.03 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 these
Bylaws or as the Board of Directors may from time to time determine.

      SECTION 4.04 Removal & Resignation. Any officer may be removed, either
with or without cause, by the Board of Directors at any regular or special
meeting thereof, or, except in case of an officer chosen by the Board of
Directors, by any officer upon whom such power of removal may be conferred by
the Board of Directors (subject, in each case, to the rights, if any, of an
officer under any contract of employment).

      Any officer may resign at any time by giving written notice to the Board
of Directors or to the President, or to the Secretary of the corporation,
without prejudice, however, to the rights, if any, of the corporation under any
contract to which such officer is a party. Any such resignation shall take
effect


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at the date of the receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

      SECTION 4.05 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these Bylaws for regular appointments to such office.

      SECTION 4.06 Chairman of the Board. The Chairman of the Board, if there
shall be such an officer, shall, if present, preside at all meetings of the
Board of Directors and exercise and perform such other powers and duties as may
be from time to time assigned to him by the Board of Directors or prescribed by
these Bylaws.

      SECTION 4.07 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 general manager and chief executive
officer of the corporation and shall, subject to the control of the Board of
Directors, have general supervision, direction and control of the business and
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, and he is also a Director, 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, and shall have the general powers and duties of
management usually vested in the office of the President of a corporation, and
shall have such powers and duties as may be prescribed by the Board of Directors
or these Bylaws.

      SECTION 4.08 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 or these Bylaws.


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      SECTION 4.09 Secretary. The Secretary shall record or cause to be
recorded, and shall keep or cause to be kept, at the principal executive office
and such other place as the Board of Directors may order, a book of minutes of
actions taken at all meetings of Directors and shareholders, with the time and
place of holding, whether regular or special, and, if special, how authorized,
the notice thereof given, the names of those present at Directors' meetings, the
number of shares present or represented at shareholders' 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, a share register,
or a duplicate share register, snowing 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 meetings of
the shareholders and of the Board of Directors required by these Bylaws or by
law to be given, shall keep the seal of the corporation in safe custody, and
shall have such other powers and perform such other duties as may be prescribed
by the Board of Directors or by these Bylaws.

      SECTION 4.10 Chief Financial Officer. The Chief Financial Officer of the
corporation shall keep and maintain, or cause to be kept and maintained adequate
and correct accounts of the properties and business transactions of the
corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus and shares. Any surplus,
including earned surplus, paid-in surplus and surplus arising from a reduction
of stated capital, shall be classified according to source and shown in a
separate account.

      The Chief Financial Officer shall deposit all moneys and other valuables
in the name and to the credit of the corporation with such depositories as may
be designated by the Board of Directors. He shall disburse the funds of the
corporation as may be ordered by the Board of Directors, shall render to the
President and Directors, whenever they request it, an account of


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<PAGE>

all of his transactions as Chief Financial officer and of the financial
condition of the corporation, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or these Bylaws. The
Chief Financial Officer of the corporation is, for purposes of giving any
reports or executing any certificates or other documents requiring the signature
of the "Treasurer" deemed to be also the Treasurer of the corporation.

                                    ARTICLE V

                                  Miscellaneous

      SECTION 5.01 Record Date. The Board of Directors may fix, in advance, a
record date for the determination of the shareholders entitled to notice of and
to vote at any meeting of shareholders or entitled to give consent to corporate
action in writing without a meeting, to receive any report, to receive any
dividend or distribution, or any allotment of rights, or to exercise rights in
respect to any change, conversion, or exchange of shares. The record date so
fixed shall be not more than 60 days nor less than 10 days prior to the date of
any meeting, nor more than 60 days prior to any other event for the purposes for
which it is fixed. When a record date is so fixed, only shareholders of record
on that date are entitled to notice of and to vote at any such meeting, to give
consent without a meeting, to receive any report, to receive a dividend,
distribution, or allotment of rights, or to exercise the rights, as the case may
be, notwithstanding any transfer of any shares on the books of the corporation
after the record date, except as otherwise provided in the articles of
incorporation or Bylaws.

      If no record date is fixed:

      (a)the record date for determining shareholders entitled to notice of or
to vote at a meeting of shareholders shall beat the close of business on the
business day next preceding the day on which notice is given or,if, noticee is
waived, at the close of business on the business day next preceding the day on
which the meeting is held;

      (b)the record date for determining shareholders entitled to give consent
to corporate action in writing without a meeting,


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<PAGE>

when no prior action by the Board of Directors has been taken, shall be the day
on which the first written consent is given; and

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

      SECTION 5.02 Inspection of Corporate Records. The accounting books and
records, the records of shareholders, and minutes of proceedings of the
shareholders and the Board and committees of the Board of the corporation and
any subsidiary of the corporation shall be open to inspection upon the written
demand on the corporation of any shareholder or holder of a voting trust
certificate at any reasonable time during usual business hours, for a purpose
reasonably related to such holder's interests as a shareholder or as the holder
of such voting trust certificate. Such inspection by a shareholder or holder of
a voting trust certificate may be made in person or by agent or attorney, and
the right of inspection includes the right to copy and make extracts.

      A shareholder or shareholders holding at least five percent in the
aggregate of the outstanding voting shares of the corporation or who hold at
least one percent of such voting shares and have filed a Schedule 14B with the
United States Securities and Exchange Commission relating to the election of
Directors of the corporation shall have (in person, or by agent or attorney) the
right to inspect and copy the record of shareholders names and addresses and
shareholdings during usual business hours upon five business days' prior written
demand upon the corporation and to obtain from the transfer agent for the
corporation, upon written demand and upon the tender of its usual charges, a
list of the shareholders' names and addresses, who are entitled to vote for the
election of Directors, and their shareholdings, as of the most recent record
date for which it has been compiled or as of a date specified by the shareholder
subsequent to the date of demand. The list shall be made available on or before
the later of five business days after the demand is received or the date
specified therein as the date as of which the list is to be compiled.


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<PAGE>

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

      SECTION 5.03 Checks, Drafts, Etc. 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 5.04 Annual and Other Reports. The annual report to shareholders
referred to in Section 1501 of the California General Corporation Law is
expressly waived, but nothing herein shall be interpreted as prohibiting the
Board from issuing annual or other periodic reports to shareholders.

      SECTION 5.05 Certificate for Shares. The certificates shall be in such
form as shall be Provided by the Board. The certificates shall be signed in the
name of the corporation by the Chairman 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 shareholder. Any of the
signatures on the certificate may be facsimile, provided that in such event at
least one signature, including that of either an officer or the corporation's
registrar or transfer agent, if any, shall be manually signed. 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.

      Any such certificate shall also contain such legend or other statement as
may be required by Section 418 of the California General Corporation Law, the
Corporate Securities Law of 1968, as amended, the federal securities laws, or
any agreement between


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<PAGE>

the corporation and the issues of such certificate.

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

      The corporation may adaption accordance with Section 416(b) of the
California General Corporation Law, a system of issuance, recordation and
transfer of its shares by electronic or other means not involving any issuance
of certificates.

      No new certificates for shares shall be issued in lieu of an old
certificate unless the latter is surrendered and canceled at the same time;
provided, however, that a new certificate will be issued without the surrender
and cancellation of the old certificate if (1) the old certificate is lost,
apparently destroyed or wrongfully taken; (2) the request for the issuance of
the new certificate is made within a reasonable time after the owner of the old
certificate has notice of its loss, destruction, or theft; (3) the request for
the issuance of a new certificate is made prior to the receipt of notice by the
corporation that the old certificate has been acquired by a bona fide purchaser;
(4) the owner of the old certificate files a sufficient indemnity bond with or
provides other adequate security to the corporation; and (5) the owner satisfies
any other reasonable requirements imposed by the corporation. In the event of
the issuance of a new certificate, the rights and liabilities of the
corporation, and of the holders of old and new certificates, shall be governed
by the provisions of Sections 8104 and 8405 of the California Uniform Commercial
Code.

      SECTION 5.06 Representation of Shares of Other Corporations. The President
or any Vice President and the Secretary or any Assistant Secretary of the
corporation are authorized to vote, represent and exercise on behalf of the
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of the corporation. The authority herein
granted to said officers to vote or represent on behalf of the corporation any
and all shares held by the corporation in any other corporation or corporation
may be


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<PAGE>

exercised either by such officers in person or by any other person authorized so
to do by proxy or power of attorney duly executed by said officers.

      SECTION 5.07 Indemnification of Directors, Officers, Employees and Other
Agents. The corporation shall, to the maximum extent permitted by the California
General Corporation Law, indemnify each of its agents against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with any proceeding arising by reason of the fact any such person
is or was an agent of the corporation. For purposes of this Section, an "agent"
of the corporation includes any person who is or was a director, officer,
employee, or other agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee, or agent of another foreign
or domestic corporation, partnership, Joint venture, trust or other enterprise,
or was a Director, officer, employee, or agent of a foreign or domestic
corporation which was a predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation; 'proceeding" means
any threatened, pending or completed action or proceeding, whether civil,
criminal, administrative, or investigative; and "expenses" includes, without
limitation, attorneys' fees and any expenses of establishing a right to
indemnification from the corporation.

      SECTION 5.08 Inspection of Bylaws. The corporation shall keep in its
principal execute office in California, or if its principal executive office is
not in California, then at its principal business office in California (or
otherwise provide upon written request of any shareholder) the original or a
copy of the Bylaws, as amended, or otherwise altered to date, certified by the
Secretary, which shall be open to inspection by the shareholders at all
reasonable times during 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
shareholder, furnish to that shareholder a copy of the Bylaws as amended to
date.

      SECTION 5.09 Construction and Definitions. Unless the context text
otherwise requires, the general provisions, rules of


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<PAGE>

construction and definition contained in the California General Corporation Law
shall govern the construction of these Bylaws. Without limiting the generality
of the foregoing, the masculine gender includes the feminine and neuter, the
singular number includes the plural and the plural number includes the singular,
and the term 'person' includes a corporation as well as a natural person.

                                   ARTICLE VI

                                   Amendments

      SECTION 6.01 Power of Shareholders. New Bylaws may be adopted or these
Bylaws may be amended or repealed by the affirmative vote or written consent of
holders of a majority of the outstanding shares entitled to vote; provided,
however, that if the articles of incorporation of the corporation set forth the
number of authorized Directors of the corporation, the authorized number of
Directors may be changed only by an amendment of the articles of incorporation.

      SECTION 6.02 Power of Directors. Subject to the right of shareholders as
provided in action 6.01 of this Article to adopt, amend or repeal Bylaws,
Bylaws, other than a Bylaw or amendment thereof changing the authorized number
of Directors, may be adopted, amended or repealed by the Board of Directors.


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