BYLAWS

OF

SILICON STORAGE TECHNOLOGY, INC.

(A California Corporation)

ARTICLE I

Offices

 

**	Section** 1.**	Principal Office.**  Theprincipal executive office of the corporation shall be located at such place asthe Board of Directors may from time to time authorize.  If the principalexecutive office is located outside this state, and the corporation has one ormore business offices in this state, the board of directors shall fix anddesignate a principal business office in the State of California.

	Section 2.**	Offices.**  Additional officesof the corporation shall be located at such place or places, within or outsidethe State of California, as the Board of Directors may from time to timeauthorize.   

ARTICLE II

Corporate Seal

	Section 3.**	Corporate Seal.**  If the Board ofDirectors adopts a corporate seal such seal shall have inscribed thereon thename of the corporation and the state and date of its incorporation.  If andwhen a seal is adopted by the Board of Directors, such seal may be engraved,lithographed, printed, stamped, impressed upon, or affixed to any contract,conveyance, certificate for shares, or other instrument executed by thecorporation.

 

ARTICLE III

Shareholders' Meetings and Voting Rights

	Section 4.**	Place of Meetings.**  Meetings ofshareholders shall be held at the principal executive office of the corporation,or at any other place, within or outside the State of California, which may befixed either by the Board of Directors or by the written consent of all personsentitled to vote at such meeting, given either before or after the meeting andfiled with the Secretary of the Corporation.

	Section 5.**	Annual Meeting.**
		(a)	The annual meeting of the stockholders ofthe corporation, for the purpose of election of directors and for such otherbusiness as may lawfully come before it, shall be held on such date and at suchtime as may be designated from time to time by the Board of Directors.

		(b)	At an annual meeting of the stockholders, onlysuch business shall be conducted as shall have been properly brought before themeeting.  To be properly brought before an annual meeting, business must be:(A) specified in the notice of meeting (or any supplement thereto) given byor at the direction of the Board of Directors, (B) otherwise properlybrought before the meeting by or at the direction of the Board of Directors, or(C) otherwise properly brought before the meeting by a stockholder.  Forbusiness to be properly brought before an annual meeting by a stockholder, thestockholder must have given timely notice thereof in writing to the Secretary ofthe corporation.  To be timely, a stockholder's notice must be delivered to ormailed and received at the principal executive offices of the corporation notlater than the close of business on the one hundred twentieth (120th) day norearlier than the close of business on the one hundred fiftieth (150th) day priorto the first anniversary of the preceding year's annual meeting; *provided,however,* that in the event that no annual meeting was held in the previousyear or the date of the annual meeting has been changed by more than thirty (30)days from the date contemplated at the time of the previous year's proxystatement, notice by the stockholder to be timely must be so received notearlier than the close of business on the one hundred fiftieth (150th) day priorto such annual meeting and not later than the close of business on the later ofthe one hundred twentieth (120th) day prior to such annual meeting or, in theevent public announcement of the date of such annual meeting is first made bythe corporation fewer than seventy (70) days prior to the date of such annualmeeting, the close of business on the tenth (10th) day following the day onwhich public announcement of the date of such meeting is first made by thecorporation. A stockholder's notice to the Secretary shall set forth as to eachmatter the stockholder proposes to bring before the annual meeting:  (i) abrief description of the business desired to be brought before the annualmeeting and the reasons for conducting such business at the annual meeting,(ii) the name and address, as they appear on the corporation's books, ofthe stockholder proposing such business, (iii) the class and number ofshares of the corporation which are beneficially owned by the stockholder,(iv) any material interest of the stockholder in such business and(v) any other information that is required to be provided by thestockholder pursuant to Regulation 14A under the Securities Exchange Act of1934, as amended (the "1934 Act"), in his capacity as a proponent to astockholder proposal.  Notwithstanding the foregoing, in order to includeinformation with respect to a stockholder proposal in the proxy statement andform of proxy for a stockholder's meeting, stockholders must provide notice asrequired by the regulations promulgated under the 1934 Act.  Notwithstandinganything in these Bylaws to the contrary, no business shall be conducted at anyannual meeting except in accordance with the procedures set forth in thisparagraph (b).  The chairman of the annual meeting shall, if the factswarrant, determine and declare at the meeting that business was not properlybrought before the meeting and in accordance with the provisions of thisparagraph (b), and, if he should so determine, he shall so declare at themeeting that any such business not properly brought before the meeting shall notbe transacted.

		(c)	Only persons who are nominated in accordancewith the procedures set forth in this paragraph (c) shall be eligible forelection as directors.  Nominations of persons for election to the Board ofDirectors of the corporation may be made at a meeting of stockholders by or atthe direction of the Board of Directors or by any stockholder of the corporationentitled to vote in the election of directors at the meeting who complies withthe notice procedures set forth in this paragraph (c).  Such nominations,other than those made by or at the direction of the Board of Directors, shall bemade pursuant to timely notice in writing to the Secretary of the corporation inaccordance with the provisions of paragraph (b) of this Section 5.Such stockholder's notice shall set forth (i) as to each person, if any,whom the stockholder proposes to nominate for election or re-election as adirector:  (A) the name, age, business address and residence address ofsuch person, (B) the principal occupation or employment of such person,(C) the class and number of shares of the corporation which arebeneficially owned by such person, (D) a description of all arrangements orunderstandings between the stockholder and each nominee and any other person orpersons (naming such person or persons) pursuant to which the nominations are tobe made by the stockholder, and (E) any other information relating to suchperson that is required to be disclosed in solicitations of proxies for electionof directors, or is otherwise required, in each case pursuant toRegulation 14A under the 1934 Act (including without limitation suchperson's written consent to being named in the proxy statement, if any, as anominee and to serving as a director if elected); and (ii) as to suchstockholder giving notice, the information required to be provided pursuant toparagraph (b) of this Section 5.  At the request of the Board ofDirectors, any person nominated by a stockholder for election as a directorshall furnish to the Secretary of the corporation that information required tobe set forth in the stockholder's notice of nomination which pertains to thenominee.  No person shall be eligible for election as a director of thecorporation unless nominated in accordance with the procedures set forth in thisparagraph (c).  The chairman of the meeting shall, if the facts warrant,determine and declare at the meeting that a nomination was not made inaccordance with the procedures prescribed by these Bylaws, and if he should sodetermine, he shall so declare at the meeting, and the defective nominationshall be disregarded.

		(d)	For purposes of this Section 5, "publicannouncement" shall mean disclosure in a press release reported by the DowJones News Service, Associated Press or comparable national news service or in adocument publicly filed by the corporation with the Securities and ExchangeCommission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
**	Section 6.**	Postponement of AnnualMeeting.**  The Board of Directors and the President shall each have authorityto hold at an earlier date and/or time, or to postpone to a later date and/ortime, the annual meeting of shareholders.
**	Section 7.**	Special Meetings.**
		(a)	Special meetings of the shareholders, forany purpose or purposes, may be called by the Board of Directors, the Chairmanof the Board of Directors, the President, or the holders of shares entitled tocast not less than ten percent (10%) of the votes at the meeting, and shall beheld at such place, on such date, and at such time as the Board of Directorsshall fix.

		(b)	If a special meeting is called by any personor persons other than the Board of Directors, the request shall be in writing,specifying the general nature of the business proposed to be transacted, andshall be delivered personally or sent by registered mail or by telegraphic orother facsimile transmission to the Chairman of the Board of Directors, theChief Executive Officer, or the Secretary of the corporation.  No business maybe transacted at such special meeting otherwise than specified in such notice.The Board of Directors shall determine the time and place of such specialmeeting, which shall be held not less than thirty-five (35) nor more than onehundred twenty (120) days after the date of the receipt of the request.  Upondetermination of the time and place of the meeting, the officer receiving therequest shall cause notice to be given to the stockholders entitled to vote, inaccordance with the provisions of Section 8 of these Bylaws.  If the noticeis not given within sixty (60) days after the receipt of the request, the personor persons requesting the meeting may set the time and place of the meeting andgive the notice.  Nothing contained in this paragraph (b) shall beconstrued as limiting, fixing, or affecting the time when a meeting ofstockholders called by action of the Board of Directors may be held.
**	Section 8.**	Notice of Meetings.**  Exceptas otherwise may be required by law and subject to subsection 7(b) above,written notice of each meeting of shareholders shall be given to eachshareholder entitled to vote at that meeting (see Section 15 below), by theSecretary, assistant secretary or other person charged with that duty, not lessthan ten (10) (or, if sent by third class mail, thirty (30)) nor more than sixty(60) days before such meeting.

	Notice of any meeting of shareholders shall state thedate, place and hour of the meeting and,

		(a)	in the case of a special meeting, the generalnature of the business to be transacted, and no other business may be transactedat such meeting;

		(b)	in the case of an annual meeting, the generalnature of matters which the Board of Directors, at the time the notice is given,intends to present for action by the shareholders;

		(c)	in the case of any meeting at which directorsare to be elected, the names of the nominees intended at the time of the noticeto be presented by management for election; and

		(d)	in the case of any meeting, if action is to betaken on any of the following proposals, the general nature of suchproposal:

			(1)	a proposal to approve a transaction withinthe provisions of California Corporations Code, Section 310 (relating to certaintransactions in which a director has an interest);

			(2)	a proposal to approve a transaction withinthe provisions of California Corporations Code, Section 902 (relating toamending the Articles of Incorporation of the corporation);

			(3)	a proposal to approve a transaction withinthe provisions of California Corporations Code, Sections 181 and 1201 (relatingto reorganization);

			(4)	a proposal to approve a transaction withinthe provisions of California Corporations Code, Section 1900 (winding up anddissolution); or

			(5)	a proposal to approve a plan ofdistribution within the provisions of California Corporations Code, Section 2007(relating to certain plans providing for distribution not in accordance with theliquidation rights of preferred shares, if any).

		At a special meeting, notice of which has been givenin accordance with this Section, action may not be taken with respect tobusiness, the general nature of which has not been stated in such notice.  At anannual meeting, action may be taken with respect to business stated in thenotice of such meeting, given in accordance with this Section, and, subject tosubsection 8(d) above, with respect to any other business as may properly comebefore the meeting.
**	Section 9.**	Manner of Giving Notice.**Notice of any meeting of shareholders shall be given either personally or byfirst-class mail, or, if the corporation has outstanding shares held of recordby 500 or more persons (determined as provided in California Corporations CodeSection 605) on the record date for such meeting, third-class mail, ortelegraphic or other written communication, addressed to the shareholder at theaddress of that shareholder appearing on the books of the corporation or givenby the shareholder to the corporation for the purpose of notice.  If no suchaddress appears on the corporation's books or is given, notice shall be deemedto have been given if sent to that shareholder by first-class mail ortelegraphic or other written communication to the corporation's principalexecutive office, or if published at least once in a newspaper of generalcirculation in the county where that office is located.  Notice shall be deemedto have been given at the time when delivered personally or deposited in themail or sent by telegram or other means of written communication.

	If any notice addressed to a shareholder at the addressof that shareholder appearing on the books of the corporation is returned to thecorporation by the United States Postal Service marked to indicate that theUnited States Postal Service is unable to deliver the notice to the shareholderat that address, all future notices shall be deemed to have been duly givenwithout further mailing if these shall be available to the shareholder onwritten demand by the shareholder at the principal executive office of thecorporation for a period of one year from the date of the giving of thenotice.
**	Section 10.**	Quorum and Transaction ofBusiness.**
		(a)	At any meeting of the shareholders, amajority of the shares entitled to vote, represented in person or by proxy,shall constitute a quorum.  If a quorum is present, the affirmative vote of themajority of shares represented at the meeting and entitled to vote on any mattershall be the act of the shareholders, unless the vote of a greater number orvoting by classes is required by law or by the Articles of Incorporation, andexcept as provided in subsection (b) below.

		(b)	The shareholders present at a duly called orheld meeting of the shareholders at which a quorum is present may continue to dobusiness until adjournment, notwithstanding the withdrawal of enoughshareholders to leave less than a quorum, provided that any action taken (otherthan adjournment) is approved by at least a majority of the shares required toconstitute a quorum.

		(c)	In the absence of a quorum, no business otherthan adjournment may be transacted, except as described in subsection (b)above.
**	Section 11.**	Adjournment and Notice ofAdjourned Meetings.**  Any meeting of shareholders may be adjourned from timeto time, whether or not a quorum is present, by the affirmative vote of amajority of shares represented at such meeting either in person or by proxy andentitled to vote at such meeting.

	In the event any meeting is adjourned, it shall not benecessary to give notice of the time and place of such adjourned meetingpursuant to Sections 8 and 9 of these bylaws; provided that if any of thefollowing three events occur, such notice must be given:

		(1)	announcement of the adjourned meeting's timeand place is not made at the original meeting which it continues or

		(2)	such meeting is adjourned for more than forty-five (45) days from the date set for the original meeting or

		(3)	a new record date is fixed for the adjournedmeeting.

	At the adjourned meeting, the corporation may transactany business which might have been transacted at the original meeting.
**	Section 12.**	Waiver of Notice, Consent toMeeting or Approval of Minutes.**
		(a)	Subject to subsection (b) of this Section,the transactions of any meeting of shareholders, however called and noticed, andwherever held, shall be as valid as though made at a meeting duly held afterregular call and notice, if a quorum is present either in person or by proxy,and if, either before or after the meeting, each of the persons entitled to votebut not present in person or by proxy signs a written waiver of notice or aconsent to holding of the meeting or an approval of the minutes thereof.

		(b)	A waiver of notice, consent to the holding ofa meeting or approval of the minutes thereof need not specify the business to betransacted or transacted at nor the purpose of the meeting; provided that in thecase of proposals described in subsection (d) of Section 8 of these bylaws, thegeneral nature of such proposals must be described in any such waiver of noticeand such proposals can only be approved by waiver of notice, not by consent toholding of the meeting or approval of the minutes.

		(c)	All waivers, consents and approvals shall befiled with the corporate records or made a part of the minutes of themeeting.

		(d)	A person's attendance at a meeting shallconstitute waiver of notice of and presence at such meeting, except when suchperson objects at the beginning of the meeting to transaction of any businessbecause the meeting is not lawfully called or convened and except thatattendance at a meeting is not a waiver of any right to object to theconsideration of matters which are required by law or these bylaws to be in suchnotice (including those matters described in subsection (d) of Section 8 ofthese bylaws), but are not so included if such person expressly objects toconsideration of such matter or matters at any time during the meeting.
**	Section 13.**	Action by Written ConsentWithout a Meeting.**  Subject to the limitations set forth in theCorporation's Articles of Incorporation, any action which may be taken at anymeeting of shareholders may be taken without a meeting and without prior noticeif written consents setting forth the action so taken are signed by the holdersof the outstanding shares having not less than the minimum number of votes thatwould be necessary to authorize or take such action at a meeting at which allshares entitled to vote thereon were present and voted.

	Directors may not be elected by written consent except byunanimous written consent of all shares entitled to vote for the election ofdirectors; provided that any vacancy on the Board of Directors (other than avacancy created by removal) which has not been filled by the board of directorsmay be filled by the written consent of a majority of outstanding sharesentitled to vote for the election of directors.

	Any written consent may be revoked pursuant to CaliforniaCorporations Code Section 603(c) prior to the time that written consents of thenumber of shares required to authorize the proposed action have been filed withthe Secretary.  Such revocation must be in writing and will be effective uponits receipt by the Secretary.

	If the consents of all shareholders entitled to vote havenot been solicited in writing, and if the unanimous written consent of all suchshareholders shall not have been received, the Secretary shall give promptnotice of any corporate action approved by the shareholders without a meeting tothose shareholders entitled to vote on such matters who have not consentedthereto in writing.  This notice shall be given in the manner specified inSection 8 of these bylaws.  In the case of approval of (i) a transaction withinthe provisions of California Corporations Code, Section 310 (relating to certaintransactions in which a director has an interest), (ii) a transaction within theprovisions of California Corporations Code, Section 317 (relating toindemnification of agents of the corporation), (iii) a transaction within theprovisions of California Corporations Code, Sections 181 and 1201 (relating toreorganization), and (iv) a plan of distribution within the provisions ofCalifornia Corporations Code, Section 2007 (relating to certain plans providingfor distribution not in accordance with the liquidation rights of preferredshares, if any), the notice shall be given at least ten (10) days before theconsummation of any action authorized by that approval.

	Notwithstanding any provision of these Bylaws to thecontrary, on and after the closing of an underwritten public offering pursuantto an effective registration statement under the Securities Act of 1933, asamended, covering the offer and sale of Common Stock for the account of thecorporation and resulting in the receipt by the corporation of at least$5,000,000 (an "Initial Public Offering"), no action shall be taken bythe shareholders of the corporation, except at an annual or special meeting ofthe shareholders called in accordance with the Bylaws of the corporation.
**	Section 14.**	Voting.**  Voting at anymeeting of shareholders need not be by ballot; *provided, however,* thatelections for directors must be by ballot if balloting is demanded by ashareholder at the meeting and before the voting begins.

	Every person entitled to vote at an election fordirectors may cumulate the votes to which such person is entitled, i.e., suchperson may cast a total number of votes equal to the number of directors to beelected multiplied by the number of votes to which such person's shares areentitled, and may cast said total number of votes for one or more candidates insuch proportions as such person thinks fit; *provided, however,* noshareholder shall be entitled to so cumulate such shareholder's votes unless thecandidates for which such shareholder is voting have been placed in nominationprior to the voting and a shareholder has given notice at the meeting, prior tothe vote, of an intention to cumulate votes.  In any election of directors, thecandidates receiving the highest number of votes, up to the number of directorsto be elected, are elected.

	Except as may be otherwise provided in the Articles ofIncorporation or by law, and subject to the foregoing provisions regarding thecumulation of votes, each shareholder shall be entitled to one vote for eachshare held.

	Any shareholder may vote part of such shareholder'sshares in favor of a proposal and refrain from voting the remaining shares orvote them against the proposal, other than elections to office, but, if theshareholder fails to specify the number of shares such shareholder is votingaffirmatively, it will be conclusively presumed that the shareholder's approvingvote is with respect to all shares such shareholder is entitled to vote.

	No shareholder approval, other than unanimous approval ofthose entitled to vote, will be valid as to proposals described in subsection8(d) of these bylaws unless the general nature of such business was stated inthe notice of meeting or in any written waiver of notice.

	Notwithstanding any provision of these Bylaws to thecontrary, on and after the first date upon which the corporation has equitysecurities qualified for trading on the NASDAQ National Market System and has800 holders of its equity securities as of the record date of its most recentannual meeting of shareholders, cumulative voting shall no longer be availableto any shareholder and no director shall be elected by cumulative voting.
**	Section 15.**	Persons Entitled to Vote orConsent.**  The Board of Directors may fix a record date pursuant to Section60 of these bylaws to determine which shareholders are entitled to notice of andto vote at a meeting or consent to corporate actions, as provided in Sections 13and 14 of these bylaws.  Only persons in whose name shares otherwise entitled tovote stand on the stock records of the corporation on such date shall beentitled to vote or consent.

	If no record date is fixed:

		(1)	The record date for determining shareholdersentitled to notice of or to vote at a meeting of shareholders shall be at theclose of business on the business day next preceding the day notice is given or,if notice is waived, at the close of business on the business day next precedingthe day on which the meeting is held;

		(2)	The record date for determining shareholdersentitled to give consent to corporate action in writing without a meeting, whenno prior action by the Board of Directors has been taken, shall be the day onwhich the first written consent is given;

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

	A determination of shareholders of record entitled tonotice of or to vote at a meeting of shareholders shall apply to any adjournmentof the meeting unless the Board of Directors fixes a new record date for theadjourned meeting; *provided, however,* that the Board of Directors shallfix a new record date if the meeting is adjourned for more than forty-five (45)days from the date set for the original meeting.

	Shares of the corporation held by its subsidiary orsubsidiaries (as defined in California Corporations Code, Section 189(b)) arenot entitled to vote in any matter.
**	Section 16.**	Proxies.**  Every personentitled to vote or execute consents may do so either in person or by one ormore agents authorized to act by a written proxy executed by the person or suchperson's duly authorized agent and filed with the Secretary of the corporation;provided that no such proxy shall be valid after the expiration of eleven (11)months from the date of its execution unless otherwise provided in the proxy.The manner of execution, suspension, revocation, exercise and effect of proxiesis governed by law.
**	Section 17.**	Inspectors of Election.**Before any meeting of shareholders, the Board of Directors may appoint anypersons, other than nominees for office, to act as inspectors of election at themeeting or its adjournment. If no inspectors of election are so appointed, thechairman of the meeting may, and on the request of any shareholder or ashareholder's proxy shall, appoint inspectors of election at the meeting.  Thenumber of inspectors shall be either one (1) or three (3).  If inspectors areappointed at a meeting on the request of one or more shareholders or proxies,the majority of shares represented in person or proxy shall determine whetherone (1) or three (3) inspectors are to be appointed.  If any person appointed asinspector fails to appear or fails or refuses to act, the chairman of themeeting may, and upon the request of any shareholder or a shareholder's proxyshall, appoint a person to fill that vacancy.

	These inspectors shall:

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

		(b)	Receive votes, ballots, or consents;

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

		(d)	Count and tabulate all votes or consents;

		(e)	Determine when the polls shall close;

		(f)	Determine the result; and

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

 
**ARTICLE IV

Board of Directors

	Section 18.**	Powers.**  Subject to theprovisions of law or any limitations in the Articles of Incorporation or thesebylaws, as to action required to be approved by the shareholders or by theoutstanding shares, the business and affairs of the corporation shall be managedand all corporate powers shall be exercised, by or under the direction of theBoard of Directors.  The Board of Directors may delegate the management of theday-to-day operation of the business of the corporation to a management companyor other person, provided that the business and affairs of the corporation shallbe managed and all corporate powers shall be exercised under the ultimatedirection of the Board of Directors.
**	Section 19.**	Number of Directors.**  Theauthorized number of directors of the corporation shall be not less than aminimum of five (5) nor more than a maximum of seven (7) (which maximum numberin no case shall be greater than two times said minimum, minus one). The exactnumber of directors shall be set within these limits from time to time (a) byapproval of the Board of Directors, or (b) by the affirmative vote of a majorityof the shares represented and voting at a duly held meeting at which a quorum ispresent (which shares voting affirmatively also constitute at least a majorityof the required quorum) or by the written consent of shareholders pursuant toSection 13 herein above.

	Any amendment of these bylaws changing the maximum orminimum number of directors may be adopted only by the affirmative vote of amajority of the outstanding shares entitled to vote; provided, an amendmentreducing the minimum number of directors to less than five (5), cannot beadopted if votes cast against its adoption at a meeting or the shares notconsenting to it in the case of action by written consent are equal to more than16-2/3 percent of the outstanding shares entitled to vote.

	No reduction of the authorized number of directors shallremove any director prior to the expiration of such director's term ofoffice.
**	Section 20.**	Election Of Directors, Term,Qualifications.**  The directors shall be elected at each annual meeting ofshareholders to hold office until the next annual meeting.  Each director,including a director elected or appointed to fill a vacancy, shall hold officeeither until the expiration of the term for which elected or appointed and untila successor has been elected and qualified, or until his death, resignation orremoval.  Directors need not be shareholders of the corporation.
**	Section 21.**	Resignations.**  Any directorof the corporation may resign effective upon giving written notice to theChairman of the Board, the President, the Secretary or the Board of Directors ofthe corporation, unless the notice specifies a later time for the effectivenessof such resignation.  If the resignation specifies effectiveness at a futuretime, a successor may be elected pursuant to Section 23 of these bylaws to takeoffice on the date that the resignation becomes effective.
**	Section 22.**	Removal.**  The Board ofDirectors may declare vacant the office of a director who has been declared ofunsound mind by an order of court or who has been convicted of a felony.

	The entire Board of Directors or any individual directormay be removed from office without cause by the affirmative vote of a majorityof the outstanding shares entitled to vote on such removal; *provided,however,* that unless the entire Board is removed, no individual director maybe removed when the votes cast against such director's removal, or notconsenting in writing to such removal, would be sufficient to elect thatdirector if voted cumulatively at an election at which the same total number ofvotes cast were cast (or, if such action is taken by written consent, all sharesentitled to vote were voted) and the entire number of directors authorized atthe time of such director's most recent election were then being elected.  
**	Section 23.**	Vacancies.**  A vacancy orvacancies on the Board of Directors shall be deemed to exist in case of thedeath, resignation or removal of any director, or upon increase in theauthorized number of directors or if shareholders fail to elect the fullauthorized number of directors at an annual meeting of shareholders or if, forwhatever reason, there are fewer directors on the Board of Directors, than thefull number authorized.  Such vacancy or vacancies, other than a vacancy createdby the removal of a director, may be filled by a majority of the remainingdirectors, though less than a quorum, or by a sole remaining director.  Avacancy created by the removal of a director may be filled only by theaffirmative vote of a majority of the shares represented and voting at a dulyheld meeting at which a quorum is present (which shares voting affirmativelyalso constitute at least a majority of the required quorum) or by the writtenconsent of shareholders pursuant to Section 13 hereinabove.  The shareholdersmay elect a director at any time to fill any vacancy not filled by thedirectors.  Any such election by written consent, other than to fill a vacancycreated by removal, requires the consent of a majority of the outstanding sharesentitled to vote. Any such election by written consent to fill a vacancy createdby removal requires the consent of all of the outstanding shares entitled tovote.

	If, after the filling of any vacancy by the directors,the directors then in office who have been elected by the shareholdersconstitute less than a majority of the directors then in office, any holder orholders of an aggregate of five percent (5%) or more of the shares outstandingat that time and having the right to vote for such directors may call a specialmeeting of shareholders to be held to elect the entire Board of Directors.  Theterm of office of any director shall terminate upon such election of asuccessor.
**	Section 24.**	Regular Meetings.**  Regularmeetings of the Board of Directors shall be held at such times, places and datesas fixed in these bylaws or by the Board of Directors; *provided, however,*that if the date for such a meeting falls on a legal holiday, then the meetingshall be held at the same time on the next succeeding full business day.Regular meetings of the Board of Directors held pursuant to this Section 24 maybe held without notice.
**	Section 25.**	Participation by Telephone.**Members of the Board of Directors may participate in a meeting through use ofconference telephone or similar communications equipment, so long as all membersparticipating in such meeting can hear one another.  Such participationconstitutes presence in person at such meeting.
**	Section 26.**	Special Meetings.**  Specialmeetings of the Board of Directors for any purpose may be called by the Chairmanof the Board or the President or any vice president or the Secretary of thecorporation or any two (2) directors.
**	Section 27.**	Notice of Meetings.**  Noticeof the date, time and place of all meetings of the Board of Directors, otherthan regular meetings held pursuant to Section 24 above, shall be deliveredpersonally, orally or in writing, or by telephone or telegraph to each director,at least forty-eight (48) hours before the meeting, or sent in writing to eachdirector by first-class mail, charges prepaid, at least four (4) days before themeeting.  Such notice may be given by the Secretary of the corporation or by theperson or persons who called a meeting.  Such notice need not specify thepurpose of the meeting.  Notice of any meeting of the Board of Directors neednot be given to any director who signs a waiver of notice of such meeting, or aconsent to holding the meeting or an approval of the minutes thereof, eitherbefore or after the meeting, or who attends the meeting without protesting priorthereto or at its commencement such director's lack of notice.  All suchwaivers, consents and approvals shall be filed with the corporate records ormade a part of the minutes of the meeting.
**	Section 28.**	Place of Meetings.**  Meetingsof the Board of Directors may be held at any place within or without the statewhich has been designated in the notice of the meeting or, if not stated in thenotice or there is no notice, designated in the bylaws or by resolution of theBoard of Directors.
**	Section 29.**	Action by Written ConsentWithout a Meeting.**  Any action required or permitted to be taken by theBoard of Directors may be taken without a meeting, if all members of the Boardof Directors individually or collectively consent in writing to such action.Such written consent or consents shall be filed with the minutes of theproceedings of the Board of Directors.  Such action by written consent shallhave the same force and effect as a unanimous vote of such directors.
**	Section 30.**	Quorum and Transaction ofBusiness.**  Except with respect to indemnification decisions pursuant toSection 63 of these bylaws, for which a quorum shall be the greater of one-thirdof the authorized number of directors or two directors, the number of directorsthat constitutes a quorum for the transaction of business shall be a majority ofthe directors then in office, but in no event less than the greater of one-thirdof the authorized number of directors or two directors.  Every act or decisiondone or made by a majority of the directors present at a meeting duly held atwhich a quorum is present shall be the act of the Board of Directors, unless thelaw, the Articles of Incorporation or these bylaws specifically require agreater number.  A meeting at which a quorum is initially present may continueto transact business, notwithstanding withdrawal of directors, if any actiontaken is approved by at least a majority of the number of directors constitutinga quorum for such meeting.  In the absence of a quorum at any meeting of theBoard of Directors, a majority of the directors present may adjourn the meeting,as provided in Section 31 of these bylaws.    
**	Section 31.**	Adjournment.**  Any meeting ofthe Board of Directors, whether or not a quorum is present, may be adjourned toanother time and place by the affirmative vote of a majority of the directorspresent.  If the meeting is adjourned for more than twenty-four (24) hours,notice of such adjournment to another time or place shall be given prior to thetime of the adjourned meeting to the directors who were not present at the timeof the adjournment.
**	Section 32.**	Organization.**  The Chairmanof the Board shall preside at every meeting of the Board of Directors, ifpresent.  If there is no Chairman of the Board or if the Chairman is notpresent, a Chairman chosen by a majority of the directors present shall act aschairman.  The Secretary of the corporation or, in the absence of the Secretary,any person appointed by the Chairman shall act as secretary of the meeting.
**	Section 33.**	Compensation.**  Directors andmembers of committees may receive such compensation, if any, for their services,and such reimbursement for expenses, as may be fixed or determined by the Boardof Directors.
**	Section 34.**	Committees.**  The Board ofDirectors may, by resolution adopted by a majority of the authorized number ofdirectors, designate one or more committees, each consisting of two (2) or moredirectors, to serve at the pleasure of the Board of Directors.  The Board ofDirectors, by a vote of the majority of authorized directors, may designate oneor more directors as alternate members of any committee, to replace any absentmember at any meeting of such committee.  Any such committee shall haveauthority to act in the manner and to the extent provided in the resolution ofthe Board of Directors, and may have all the authority of the Board of Directorsin the management of the business and affairs of the corporation, except withrespect to:

		(a)	the approval of any action for whichshareholders' approval or approval of the outstanding shares also is required bythe California Corporations Code;

		(b)	the filling of vacancies on the Board ofDirectors or any of its committees;

		(c)	the fixing of compensation of directors forserving on the Board of Directors or any of its committees;

		(d)	the adoption, amendment or repeal of thesebylaws;

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

		(f)	a distribution to shareholders, except at arate or in a periodic amount or within a price range determined by the Board ofDirectors; or

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

	Any committee may from time to time provide by resolutionfor regular meetings at specified times and places.  If the date of such ameeting falls on a legal holiday, then the meeting shall be held at the sametime on the next succeeding full business day.  No notice of such a meeting needbe given.  Such regular meetings need not be held if the committee shall sodetermine at any time before or after the time when such meeting would otherwisehave taken place.  Special meetings may be called at any time in the same mannerand by the same persons as stated in Sections 25 and 26 of these bylaws formeetings of the Board of Directors.  The provisions of Sections 24, 27, 28, 29,30 and 31 of these bylaws shall apply to committees, committee members andcommittee meetings as if the words "committee" and "committeemember" were substituted for the word "Board of Directors", and"director", respectively, throughout such sections.

 
**ARTICLE V

Officers

	35.**	Officers.**   The corporation shall havea Chairman of the Board or a President or both, a Secretary, a Chief FinancialOfficer and such other officers with such titles and duties as the Board ofDirectors may determine. Any two or more offices may be held by the sameperson.
**	Section 36.**	Appointment.**  All officersshall be chosen and appointed by the Board of Directors; *provided,however,* the Board of Directors may empower the chief executive officer ofthe corporation to appoint such officers, other than Chairman of the Board,President, Secretary or Chief Financial Officer, as the business of thecorporation may require.  All officers shall serve at the pleasure of the Boardof Directors, subject to the rights, if any, of an officer under a contract ofemployment.
**	Section 37.**	Inability to Act.**  In thecase of absence or inability to act of any officer of the corporation or of anyperson authorized by these bylaws to act in such officer's place, the Board ofDirectors may from time to time delegate the powers or duties of such officer toany other officer, or any director or other person whom it may select, for suchperiod of time as the Board of Directors deems necessary.
**	Section 38.**	Resignations.**  Any officermay resign at any time upon written notice to the corporation, without prejudiceto the rights, if any, of the corporation under any contract to which suchofficer is a party.  Such resignation shall be effective upon its receipt by theChairman of the Board, the President, the Secretary or the Board of Directors,unless a different time is specified in the notice for effectiveness of suchresignation.  The acceptance of any such resignation shall not be necessary tomake it effective unless otherwise specified in such notice.
**	Section 39.**	Removal.**  Any officer may beremoved from office at any time, with or without cause, but subject to therights, if any, of such officer under any contract of employment, by the Boardof Directors or by any committee to whom such power of removal has been dulydelegated, or, with regard to any officer who has been appointed by the chiefexecutive officer pursuant to Section 36 above, by the chief executive officeror any other officer upon whom such power of removal may be conferred by theBoard of Directors.
**	Section 40.**	Vacancies.**  A vacancyoccurring in any office for any cause may be filled by the Board of Directors,in the manner prescribed by this Article of the bylaws for initial appointmentto such office.
**	Section 41.**	Chairman of the Board.**  TheChairman of the Board, if there be such an officer, shall, if present, presideat all meetings of the Board of Directors and shall exercise and perform suchother powers and duties as may be assigned from time to time by the Board ofDirectors or prescribed by these bylaws.  If no President is appointed, theChairman of the Board is the general manager and chief executive officer of thecorporation, and shall exercise all powers of the President described in Section42 below.
**	Section 42.**	President.**  Subject to suchpowers, if any, as may be given by the Board of Directors to the Chairman of theBoard, if there be such an officer, the President shall be the general managerand chief executive officer of the corporation and shall have generalsupervision and control over the business and affairs of the corporation,subject to the control of the Board of Directors.  The President may sign andexecute, in the name of the corporation, any instrument authorized by the Boardof Directors, except when the signing and execution thereof shall have beenexpressly delegated by the Board of Directors or by these bylaws to some otherofficer or agent of the corporation.  The President shall have all the generalpowers and duties of management usually vested in the president of acorporation, and shall have such other powers and duties as may be prescribedfrom time to time by the Board of Directors or these bylaws.  The Presidentshall have discretion to prescribe the duties of other officers and employees ofthe corporation in a manner not inconsistent with the provisions of these bylawsand the directions of the Board of Directors.
**	Section 43.**	Vice Presidents.**  In theabsence or disability of the President, in the event of a vacancy in the officeof President, or in the event such officer refuses to act, the Vice Presidentshall perform all the duties of the President and, when so acting, shall haveall the powers of, and be subject to all the restrictions on, the President.  Ifat any such time the corporation has more than one vice president, the dutiesand powers of the President shall pass to each vice president in order of suchvice president's rank as fixed by the Board of Directors or, if the vicepresidents are not so ranked, to the vice president designated by the Board ofDirectors.  The vice presidents shall have such other powers and perform suchother duties as may be prescribed for them from time to time by the Board ofDirectors or pursuant to Sections 35 and 36 of these bylaws or otherwisepursuant to these bylaws.
**	Section 44.**	Secretary.**  The Secretaryshall:

		(a)	Keep, or cause to be kept, minutes of allmeetings of the corporation's shareholders, Board of Directors, and committeesof the Board of Directors, if any.  Such minutes shall be kept in writtenform.

		(b)	Keep, or cause to be kept, at the principalexecutive office of the corporation, or at the office of its transfer agent orregistrar, if any, a record of the corporation's shareholders, showing the namesand addresses of all shareholders, and the number and classes of shares held byeach.  Such records shall be kept in written form or any other form capable ofbeing converted into written form.

		(c)	Keep, or cause to be kept, at the principalexecutive office of the corporation, or if the principal executive office is notin California, at its principal business office in California, an original orcopy of these bylaws, as amended.

		(d)	Give, or cause to be given, notice of allmeetings of shareholders, directors and committees of the Board of Directors, asrequired by law or by these bylaws.

		(e)	Keep the seal of the corporation, if any, insafe custody.

		(f)	Exercise such powers and perform such dutiesas are usually vested in the office of secretary of a corporation, and exercisesuch other powers and perform such other duties as may be prescribed from timeto time by the Board of Directors or these bylaws.

	If any assistant secretaries are appointed, the assistantsecretary, or one of the assistant secretaries in the order of their rank asfixed by the Board of Directors or, if they are not so ranked, the assistantsecretary designated by the Board of Directors, in the absence or disability ofthe Secretary or in the event of such officer's refusal to act or if a vacancyexists in the office of Secretary, shall perform the duties and exercise thepowers of the Secretary and discharge such duties as may be assigned from timeto time pursuant to these bylaws or by the Board of Directors.
**	Section 45.**	Chief Financial Officer.**The Chief Financial Officer shall:

		(a)	Be responsible for all functions and duties ofthe treasurer of the corporation.

		(b)	Keep and maintain, or cause to be kept andmaintained, adequate and correct books and records of account for thecorporation.

		(c)	Receive or be responsible for receipt of allmonies due and payable to the corporation from any source whatsoever; havecharge and custody of, and be responsible for, all monies and other valuables ofthe corporation and be responsible for deposit of all such monies in the nameand to the credit of the corporation with such depositaries as may be designatedby the Board of Directors or a duly appointed and authorized committee of theBoard of Directors.

		(d)	Disburse or be responsible for thedisbursement of the funds of the corporation as may be ordered by the Board ofDirectors or a duly appointed and authorized committee of the Board ofDirectors.

		(e)	Render to the chief executive officer and theBoard of Directors a statement of the financial condition of the corporation ifcalled upon to do so.

		(f)	Exercise such powers and perform such dutiesas are usually vested in the office of chief financial officer of a corporation,and exercise such other powers and perform such other duties as may beprescribed by the Board of Directors or these bylaws.

	If any assistant financial officer is appointed, theassistant financial officer, or one of the assistant financial officers, ifthere are more than one, in the order of their rank as fixed by the Board ofDirectors or, if they are not so ranked, the assistant financial officerdesignated by the Board of Directors, shall, in the absence or disability of theChief Financial Officer or in the event of such officer's refusal to act,perform the duties and exercise the powers of the Chief Financial Officer, andshall have such powers and discharge such duties as may be assigned from time totime pursuant to these bylaws or by the Board of Directors.
**	Section 46.**	Compensation.**  Thecompensation of the officers shall be fixed from time to time by the Board ofDirectors, and no officer shall be prevented from receiving such compensation byreason of the fact that such officer is also a director of the corporation.

 
**ARTICLE VI

Contracts, Loans, Bank Accounts, Checks and Drafts

	Section 47.**	Execution of Contracts and OtherInstruments.**    Except as these bylaws may otherwise provide, the Board ofDirectors or its duly appointed and authorized committee may authorize anyofficer or officers, agent or agents, to enter into any contract or execute anddeliver any instrument in the name of and on behalf of the corporation, and suchauthorization may be general or confined to specific instances.  Except as soauthorized or otherwise expressly provided in these bylaws, no officer, agent,or employee shall have any power or authority to bind the corporation by anycontract or engagement or to pledge its credit or to render it liable for anypurpose or in any amount.
**	Section 48.**	Loans.**  No loans shall becontracted on behalf of the corporation and no negotiable paper shall be issuedin its name, unless and except as authorized by the Board of Directors or itsduly appointed and authorized committee.  When so authorized by the Board ofDirectors or such committee, any officer or agent of the corporation may effectloans and advances at any time for the corporation from any bank, trust company,or other institution, or from any firm, corporation or individual, and for suchloans and advances may make, execute and deliver promissory notes, bonds orother evidences of indebtedness of the corporation and, when authorized asaforesaid, may mortgage, pledge, hypothecate or transfer any and all stocks,securities and other property, real or personal, at any time held by thecorporation, and to that end endorse, assign and deliver the same as securityfor the payment of any and all loans, advances, indebtedness, and liabilities ofthe corporation. Such authorization may be general or confined to specificinstances.
**	Section 49.**	Bank Accounts.**  The Board ofDirectors or its duly appointed and authorized committee from time to time mayauthorize the opening and keeping of general and/or special bank accounts withsuch banks, trust companies, or other depositaries as may be selected by theBoard of Directors, its duly appointed and authorized committee or by anyofficer or officers, agent or agents, of the corporation to whom such power maybe delegated from time to time by the Board of Directors.  The Board ofDirectors or its duly appointed and authorized committee may make such rules andregulations with respect to said bank accounts, not inconsistent with theprovisions of these bylaws, as are deemed advisable.
**	Section 50.**	Checks, Drafts, Etc.**   Allchecks, drafts or other orders for the payment of money, notes, acceptances orother evidences of indebtedness issued in the name of the corporation shall besigned by such officer or officers, agent or agents, of the corporation, and insuch manner, as shall be determined from time to time by resolution of the Boardof Directors or its duly appointed and authorized committee.  Endorsements fordeposit to the credit of the corporation in any of its duly authorizeddepositaries may be made, without counter-signature, by the President or anyvice president or the Chief Financial Officer or any assistant financial officeror by any other officer or agent of the corporation to whom the Board ofDirectors or its duly appointed and authorized committee, by resolution, shallhave delegated such power or by hand-stamped impression in the name of thecorporation.

 
**ARTICLE VII

Certificates for Shares and Their Transfer

	Section 51.**	Certificate for Shares.**  Everyholder of shares in the corporation shall be entitled to have a certificatesigned in the name of the corporation by the Chairman or Vice Chairman of theBoard or the President or a Vice President and by the Chief Financial Officer oran assistant financial officer or by the Secretary or an assistant secretary,certifying the number of shares and the class or series of shares owned by theshareholder.  Any or all of the signatures on the certificate may be facsimile.In case any officer, transfer agent or registrar who has signed or whosefacsimile signature has been placed upon a certificate shall have ceased to besuch officer, transfer agent or registrar before such certificate is issued, itmay be issued by the corporation with the same effect as if such person were anofficer, transfer agent or registrar at the date of issue.

	In the event that the corporation shall issue any sharesas only partly paid, the certificate issued to represent such partly paid sharesshall have stated thereon the total consideration to be paid for such shares andthe amount paid thereon.
**	Section 52.**	Transfer on the Books.**  Uponsurrender to the Secretary or transfer agent (if any) of the corporation of acertificate for shares of the corporation duly endorsed, with reasonableassurance that the endorsement is genuine and effective, or accompanied byproper evidence of succession, assignment or authority to transfer and uponcompliance with applicable federal and state securities laws and if thecorporation has no statutory duty to inquire into adverse claims or hasdischarged any such duty and if any applicable law relating to the collection oftaxes has been complied with, it shall be the duty of the corporation, by itsSecretary or transfer agent, to cancel the old certificate, to issue a newcertificate to the person entitled thereto and to record the transaction on thebooks of the corporation.
**	Section 53.**	Lost, Destroyed and StolenCertificates.**  The holder of any certificate for shares of the corporationalleged to have been lost, destroyed or stolen shall notify the corporation bymaking a written affidavit or affirmation of such fact.  Upon receipt of saidaffidavit or affirmation the Board of Directors, or its duly appointed andauthorized committee or any officer or officers authorized by the board so todo, may order the issuance of a new certificate for shares in the place of anycertificate previously issued by the corporation and which is alleged to havebeen lost, destroyed or stolen.  However, the Board of Directors or suchauthorized committee, officer or officers may require the owner of the allegedlylost, destroyed or stolen certificate, or such owner's legal representative, togive the corporation a bond or other adequate security sufficient to indemnifythe corporation and its transfer agent and/or registrar, if any, against anyclaim that may be made against it or them on account of such allegedly lost,destroyed or stolen certificate or the replacement thereof. Said bond or othersecurity shall be in such amount, on such terms and conditions and, in the caseof a bond, with such surety or sureties as may be acceptable to the Board ofDirectors or to its duly appointed and authorized committee or any officer orofficers authorized by the Board of Directors to determine the sufficiencythereof.  The requirement of a bond or other security may be waived inparticular cases at the discretion of the Board of Directors or its dulyappointed and authorized committee or any officer or officers authorized by theBoard of Directors so to do.
**	Section 54.**	Issuance, Transfer andRegistration of Shares.**  The Board of Directors may make such rules andregulations, not inconsistent with law or with these bylaws, as it may deemadvisable concerning the issuance, transfer and registration of certificates forshares of the capital stock of the corporation.  The Board of Directors mayappoint a transfer agent or registrar of transfers, or both, and may require allcertificates for shares of the corporation to bear the signature of either orboth.

 
**ARTICLE VIII

Inspection of Corporate Records

	Section 55.**	Inspection by Directors.**  Everydirector shall have the absolute right at any reasonable time to inspect andcopy all books, records, and documents of every kind of the corporation and anyof its subsidiaries and to inspect the physical properties of the corporationand any of its subsidiaries.  Such inspection may be made by the director inperson or by agent or attorney, and the right of inspection includes the rightto copy and make extracts.
**	Section 56.**	Inspection by Shareholders.**
		 (a)**	Inspection of Corporate Records.**
			(i)	A shareholder or shareholders holdingat least five percent in the aggregate of the outstanding voting shares of thecorporation or who hold at least one percent of such voting shares and havefiled a Schedule 14B with the United States Securities and Exchange Commissionrelating to the election of directors of the corporation shall have an absoluteright to do either or both of the following:

				(A)	Inspect and copy the record ofshareholders' names and addresses and shareholdings during usual business hoursupon five business days' prior written demand upon the corporation; or

				(B)	Obtain from the transfer agent, ifany, for the corporation, upon five business days' prior written demand and uponthe tender of its usual charges for such a list (the amount of which chargesshall be stated to the shareholder by the transfer agent upon request), a listof the shareholders' names and addresses who are entitled to vote for theelection of directors and their shareholdings, as of the most recent record datefor which it has been compiled or as of a date specified by the shareholdersubsequent to the date of demand.

			(ii)  The record of shareholders shall also beopen to inspection and copying by any shareholder or holder of a voting trustcertificate at any time during usual business hours upon written demand on thecorporation, for a purpose reasonably related to such holder's interest as ashareholder or holder of a voting trust certificate.

			(iii)   The accounting books and records andminutes of proceedings of the shareholders and the Board of Directors and of anycommittees of the Board of Directors of the corporation and of each of itssubsidiaries shall be open to inspection, copying and making extracts uponwritten demand on the corporation of any shareholder or holder of a voting trustcertificate at any reasonable time during usual business hours, for a purposereasonably related to such holder's interests as a shareholder or as a holder ofsuch voting trust certificate.

			(iv)  Any inspection, copying, and making ofextracts under this subsection (a) may be done in person or by agent orattorney.

		(b)**	Inspection of Bylaws.**  The original ora copy of these bylaws shall be kept as provided in Section 44 of these bylawsand shall be open to inspection by the shareholders at all reasonable timesduring office hours.  If the principal executive office of the corporation isnot in California, and the corporation has no principal business office in thestate of California, a current copy of these bylaws shall be furnished to anyshareholder upon written request.
**	Section 57.**	Written Form.**  If any recordsubject to inspection pursuant to Section 56 above is not maintained in writtenform, a request for inspection is not complied with unless and until thecorporation at its expense makes such record available in written form.

 
**ARTICLE IX

Miscellaneous

	Section 58.**	Fiscal Year.**  Unless otherwisefixed by resolution of the Board of Directors, the fiscal year of thecorporation shall end on the 31st day of December in each calendar year.
**	Section 59.**	Annual Report.**
		(a)	Subject to the provisions of Section 59(b)below, the Board of Directors shall cause an annual report to be sent to eachshareholder of the corporation in the manner provided in Section 9 of thesebylaws not later than one hundred twenty (120) days after the close of thecorporation's fiscal year.  Such report shall include a balance sheet as of theend of such fiscal year and an income statement and statement of changes infinancial position for such fiscal year, accompanied by any report thereon ofindependent accountants or, if there is no such report, the certificate of anauthorized officer of the corporation that such statements were prepared withoutaudit from the books and records of the corporation.  When there are more than100 shareholders of record of the corporation's shares, as determined by Section605 of the California Corporations Code, additional information as required bySection 1501(b) of the California Corporations Code shall also be contained insuch report, provided that if the corporation has a class of securitiesregistered under Section 12 of the United States Securities Exchange Act of1934, that Act shall take precedence.  Such report shall be sent to shareholdersat least fifteen (15) days prior to the next annual meeting of shareholdersafter the end of the fiscal year to which it relates.

		(b)	If and so long as there are fewer than 100holders of record of the corporation's shares, the requirement of sending of anannual report to the shareholders of the corporation is hereby expresslywaived.
**	Section 60.**	Record Date.**  The Board ofDirectors may fix a time in the future as a record date for the determination ofthe shareholders entitled to notice of or to vote at any meeting or entitled toreceive payment of any dividend or other distribution or allotment of any rightsor entitled to exercise any rights in respect of any change, conversion orexchange of shares or entitled to exercise any rights in respect of any otherlawful action.  The record date so fixed shall not be more than sixty (60) daysnor less than ten (10) days prior to the date of the meeting nor more than sixty(60) days prior to any other action or event for the purpose of which it isfixed.  If no record date is fixed, the provisions of Section 15 of these bylawsshall apply with respect to notice of meetings, votes, and consents and therecord date for determining shareholders for any other purpose shall be at theclose of business on the day on which the Board of Directors adopts theresolutions relating thereto, or the sixtieth (60th) day prior to the date ofsuch other action or event, whichever is later.

	Only shareholders of record at the close of business onthe record date shall be entitled to notice and to vote or to receive thedividend, distribution or allotment of rights or to exercise the rights, as thecase may be, notwithstanding any transfer of any shares on the books of thecorporation after the record date, except as otherwise provided in the Articlesof Incorporation, by agreement or by law.
**	Section 61.**	Bylaw Amendments.**  Except asotherwise provided by law or Section 19 of these bylaws, these bylaws may beamended or repealed by the Board of Directors or by the affirmative vote of amajority of the outstanding shares entitled to vote, including, if applicable,the affirmative vote of a majority of the outstanding shares of each class orseries entitled by law or the Articles of Incorporation to vote as a class orseries on the amendment or repeal or adoption of any bylaw or bylaws;*provided, however,* after issuance of shares, a bylaw specifying orchanging a fixed number of directors or the maximum or minimum number orchanging from a fixed to a variable board or vice versa may only be adopted byapproval of the outstanding shares as provided herein.
**	Section 62.**	Construction and Definition.**Unless the context requires otherwise, the general provisions, rules ofconstruction, and definitions contained in the California Corporations Codeshall govern the construction of these bylaws.

	Without limiting the foregoing, "shall" ismandatory and "may" is permissive.

 
**ARTICLE X

Indemnification**
	**Section** 63.**	Indemnification ofDirectors, Officers, Employees And Other Agents.**
		(a)**	Directors.**  The corporation shallindemnify its directors to the fullest extent not prohibited by the CaliforniaGeneral Corporation Law; *provided, however,* that the corporation maylimit the extent of such indemnification by individual contracts with itsdirectors; and, provided, further, that the corporation shall not be required toindemnify any director in connection with any proceeding (or part thereof)initiated by such person or any proceeding by such person against thecorporation or its directors, officers, employees or other agents unless (i)such indemnification is expressly required to be made by law, (ii) theproceeding was authorized by the board of directors of the corporation or (iii)such indemnification is provided by the corporation, in its sole discretion,pursuant to the powers vested in the corporation under the California GeneralCorporation Law.

		(b)**	Officers, Employees and Other Agents.**The corporation shall have power to indemnify its officers, employees and otheragents as set forth in the California General Corporation Law.

		(c)**	Determination by the Corporation.**Promptly after receipt of a request for indemnification hereunder (and in anyevent within 90 days thereof) a reasonable, good faith determination as towhether indemnification of the director is proper under the circumstancesbecause each director has met the applicable standard of care shall be madeby:

			(1)	a majority vote of a quorum consisting ofdirectors who are not parties to such proceeding;

			(2)	if such quorum is not obtainable, byindependent legal counsel in a written opinion; or

			(3)	approval or ratification by theaffirmative vote of a majority of the shares of this corporation represented andvoting at a duly held meeting at which a quorum is present (which shares votingaffirmatively also constitute at least a majority of the required quorum) or bywritten consent of a majority of the outstanding shares entitled to vote; wherein each case the shares owned by the person to be indemnified shall not beconsidered entitled to vote thereon.

		(d)**	Good Faith.**
			(1)	For purposes of any determinationunder this bylaw, a director shall be deemed to have acted in good faith and ina manner he reasonably believed to be in the best interests of the corporationand its shareholders, and, with respect to any criminal action or proceeding, tohave had no reasonable cause to believe that his conduct was unlawful, if hisaction is based on information, opinions, reports and statements, includingfinancial statements and other financial data, in each case prepared orpresented by:

				(i)  one or more officers or employees of thecorporation whom the director believed to be reliable and competent in thematters presented;

				(ii)  counsel, independent accountants orother persons as to matters which the director believed to be within suchperson's professional competence; and

				(iii)  a committee of the Board upon whichsuch director does not serve, as to matters within such committee's designatedauthority, which committee the director believes to merit confidence; so longas, in each case, the director acts without knowledge that would cause suchreliance to be unwarranted.

			(2)	The termination of any proceeding byjudgment, order, settlement, conviction or upon a plea of nolo contendere or itsequivalent shall not, of itself, create a presumption that the person did notact in good faith and in a manner which he reasonably believed to be in the bestinterests of the corporation and its shareholders or that he had reasonablecause to believe that his conduct was unlawful.

			(3)	The provisions of this paragraph (d) shallnot be deemed to be exclusive or to limit in any way the circumstances in whicha person may be deemed to have met the applicable standard of conduct set forthby the California General Corporation Law.

		(e)**	Expenses.**  The corporation shalladvance, prior to the final disposition of any proceeding, promptly followingrequest therefor, all expenses incurred by any director in connection with suchproceeding upon receipt of an undertaking by or on behalf of such person torepay said amounts if it shall be determined ultimately that such person is notentitled to be indemnified under this bylaw or otherwise.

		(f)**	Enforcement.**  Without the necessity ofentering into an express contract, all rights to indemnification and advances todirectors under this bylaw shall be deemed to be contractual rights and beeffective to the same extent and as if provided for in a contract between thecorporation and the director.  Any right to indemnification or advances grantedby this bylaw to a director shall be enforceable by or on behalf of the personholding such right in the forum in which the proceeding is or was pending or, ifsuch forum is not available or a determination is made that such forum is notconvenient, in any court of competent jurisdiction if (i) the claim forindemnification or advances is denied, in whole or in part, or (ii) nodisposition of such claim is made within ninety (90) days of request therefor.The claimant in such enforcement action, if successful in whole or in part,shall be entitled to be paid also the expense of prosecuting his claim.  Thecorporation shall be entitled to raise as a defense to any such action (otherthan an action brought to enforce a claim for expenses incurred in connectionwith any proceeding in advance of its final disposition when the requiredundertaking has been tendered to the corporation) that the claimant has not metthe standards of conduct that make it permissible under the California GeneralCorporation Law for the corporation to indemnify the claimant for the amountclaimed.  Neither the failure of the corporation (including its board ofdirectors, independent legal counsel or its shareholders) to have made adetermination prior to the commencement of such action that indemnification ofthe claimant is proper in the circumstances because he has met the applicablestandard of conduct set forth in the California General Corporation Law, nor anactual determination by the corporation (including its board of directors,independent legal counsel or its shareholders) that the claimant has not metsuch applicable standard of conduct, shall be a defense to the action or createa presumption that claimant has not met the applicable standard of conduct.

		(g)**	Non-Exclusivity of Rights.**  To thefullest extent permitted by the corporation's Articles of Incorporation and theCalifornia General Corporation Law, the rights conferred on any person by thisbylaw shall not be exclusive of any other right which such person may have orhereafter acquire under any statute, provision of the Articles of Incorporation,bylaws, agreement, vote of shareholders or disinterested directors or otherwise,both as to action in his official capacity and as to action in another capacitywhile holding office.  The corporation is specifically authorized to enter intoindividual contracts with any or all of its directors, officers, employees oragents respecting indemnification and advances, to the fullest extent permittedby the California General Corporation Law and the corporation's Articles ofIncorporation.

		(h)**	Survival of Rights.**  The rightsconferred on any person by this bylaw shall continue as to a person who hasceased to be a director and shall inure to the benefit of the heirs, executorsand administrators of such a person.

		(i)**	Insurance.**   The corporation, uponapproval by the board of directors, may purchase insurance on behalf of anyperson required or permitted to be indemnified pursuant to this bylaw.

		(j)**	Amendments.**  Any repeal or modificationof this bylaw shall only be prospective and shall not affect the rights underthis bylaw in effect at the time of the alleged occurrence of any action oromission to act that is the cause of any proceeding against any agent of thecorporation.

		(k)**	Employee Benefit Plans.**   Thecorporation shall indemnify the directors and officers of the corporation whoserve at the request of the corporation as trustees, investment managers orother fiduciaries of employee benefit plans to the fullest extent permitted bythe California General Corporation Law.

		(l)**	Saving Clause.**  If this bylaw or anyportion hereof shall be invalidated on any ground by any court of competentjurisdiction, then the corporation shall nevertheless indemnify each director tothe fullest extent permitted by any applicable portion of this bylaw that shallnot have been invalidated, or by any other applicable law.

		(m)**	Certain Definitions.**   For the purposesof this bylaw, the following definitions shall apply:

			(1)	The term "proceeding" shall bebroadly construed and shall include, without limitation, the investigation,preparation, prosecution, defense, settlement and appeal of any threatened,pending or completed action, suit or proceeding, whether civil, criminal,administrative, arbitrative or investigative.

			(2)	The term "expenses" shall bebroadly construed and shall include, without limitation, court costs, attorneys'fees, witness fees, fines, amounts paid in settlement or judgment and any othercosts and expenses of any nature or kind incurred in connection with anyproceeding, including expenses of establishing a right to indemnification underthis bylaw or any applicable law.

			(3)	The term the "corporation" shallinclude, in addition to the resulting corporation, any constituent corporation(including any constituent of a constituent) absorbed in a consolidation ormerger which, if its separate existence had continued, would have had power andauthority to indemnify its directors, officers, and employees or agents, so thatany person who is or was a director, officer, employee or agent of suchconstituent corporation, or is or was serving at the request of such constituentcorporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise, shall stand in the sameposition under the provisions of this bylaw with respect to the resulting orsurviving corporation as he would have with respect to such constituentcorporation if its separate existence had continued. 

			(4)	References to a "director,""officer,""employee," or "agent" of the corporation shallinclude, without limitation, situations where such person is serving at therequest of the corporation as a director, officer, employee, trustee or agent ofanother corporation, partnership, joint venture, trust or other enterprise.

 
**ARTICLE XI

Right of First Refusal

	Section 64.**	Right of First Refusal.**  Noshareholder shall sell, assign, pledge, or in any manner transfer any of theshares of stock of the corporation or any right or interest therein, whethervoluntarily or by operation of law, or by gift or otherwise, except by atransfer which meets the requirements hereinafter set forth in this bylaw:

		(a)	If the shareholder desires to sell orotherwise transfer any of his shares of stock, then the shareholder shall firstgive written notice thereof to the corporation.  The notice shall name theproposed transferee and state the number of shares to be transferred, theproposed consideration, and all other terms and conditions of the proposedtransfer.

		(b)	For thirty (30) days following receipt of suchnotice, the corporation shall have the option to purchase all (but not less thanall) of the shares specified in the notice at the price and upon the terms setforth in such notice; *provided, however,* that, with the consent of theshareholder, the corporation shall have the option to purchase a lesser portionof the shares specified in said notice at the price and upon the terms set forththerein.  In the event of a gift, property settlement or other transfer in whichthe proposed transferee is not paying the full price for the shares, and that isnot otherwise exempted from the provisions of this Section 64, the price shallbe deemed to be the fair market value of the stock at such time as determined ingood faith by the Board of Directors.  In the event the corporation elects topurchase all of the shares or, with consent of the shareholder, a lesser portionof the shares, it shall give written notice to the transferring shareholder ofits election and settlement for said shares shall be made as provided below inparagraph (d).

		(c)	The corporation may assign its rightshereunder.

		(d)	In the event the corporation and/or itsassignee(s) elect to acquire any of the shares of the transferring shareholderas specified in said transferring shareholder's notice, the Secretary of thecorporation shall so notify the transferring shareholder and settlement thereofshall be made in cash within thirty (30) days after the Secretary of thecorporation receives said transferring shareholder's notice; provided that ifthe terms of payment set forth in said transferring shareholder's notice wereother than cash against delivery, the corporation and/or its assignee(s) shallpay for said shares on the same terms and conditions set forth in saidtransferring shareholder's notice.

		(e)	In the event the corporation and/or itsassignees(s) do not elect to acquire all of the shares specified in thetransferring shareholder's notice, said transferring shareholder may, within thesixty-day period following the expiration of the option rights granted to thecorporation and/or its assignees(s) herein, transfer the shares specified insaid transferring shareholder's notice which were not acquired by thecorporation and/or its assignees(s) as specified in said transferringshareholder's notice.  All shares so sold by said transferring shareholder shallcontinue to be subject to the provisions of this bylaw in the same manner asbefore said transfer.

		(f)	Anything to the contrary contained hereinnotwithstanding, the following transactions shall be exempt from the provisionsof this bylaw:

			(1)	A shareholder's transfer of any or allshares held either during such shareholder's lifetime or on death by will orintestacy to such shareholder's immediate family or to any custodian or trusteefor the account of such shareholder or such shareholder's immediate family."Immediate family" as used herein shall mean spouse, linealdescendant, father, mother, brother, or sister of the shareholder making suchtransfer.

			(2)	A shareholder's bona fide pledge ormortgage of any shares with a commercial lending institution, provided that anysubsequent transfer of said shares by said institution shall be conducted in themanner set forth in this bylaw.

			(3)	A shareholder's transfer of any or all ofsuch shareholder's shares to the corporation or to any other shareholder of thecorporation.

			(4)	A shareholder's transfer of any or all ofsuch shareholder's shares to a person who, at the time of such transfer, is anofficer or director of the corporation.

			(5)	A corporate shareholder's transfer of anyor all of its shares pursuant to and in accordance with the terms of any merger,consolidation, reclassification of shares or capital reorganization of thecorporate shareholder, or pursuant to a sale of all or substantially all of thestock or assets of a corporate shareholder.

			(6)	A corporate shareholder's transfer of anyor all of its shares to any or all of its shareholders.

			(7)	A transfer by a shareholder which is alimited or general partnership to any or all of its partners or formerpartners.

		In any such case, the transferee, assignee, or otherrecipient shall receive and hold such stock subject to the provisions of thisbylaw, and there shall be no further transfer of such stock except in accordwith this bylaw.

		(g)	The provisions of this bylaw may be waivedwith respect to any transfer either by the corporation, upon duly authorizedaction of its Board of Directors, or by the shareholders, upon the expresswritten consent of the owners of a majority of the voting power of thecorporation (excluding the votes represented by those shares to be transferredby the transferring shareholder).  This bylaw may be amended or repealed eitherby a duly authorized action of the Board of Directors or by the shareholders,upon the express written consent of the owners of a majority of the voting powerof the corporation.

		(h)	Any sale or transfer, or purported sale ortransfer, of securities of the corporation shall be null and void unless theterms, conditions, and provisions of this bylaw are strictly observed andfollowed.

		(i)	The foregoing right of first refusal shallterminate on the date securities of the corporation are first offered to thepublic pursuant to a registration statement filed with, and declared effectiveby, the United States Securities and Exchange Commission under the SecuritiesAct of 1933, as amended.

		(j)	The certificates representing shares of stockof the corporation shall bear on their face the following legend so long as theforegoing right of first refusal remains in effect:

			"The shares represented by this certificateare subject to a right of first refusal option in favor of the corporationand/or its assignee(s), as provided in the bylaws of the corporation."

 
**ARTICLE XII

Loans of Officers and Others**
	 **Section** 65.**	Certain Corporate Loans andGuaranties.**  Certain Corporate Loans and Guaranties.  If the corporation hasoutstanding shares held of record by 100 or more persons on the date of approvalby the Board of Directors, the corporation may make loans of money or propertyto, or guarantee the obligations of, any officer of the corporation or itsparent or any subsidiary, whether or not a director of the corporation or itsparent or any subsidiary, or adopt an employee benefit plan or plans authorizingsuch loans or guaranties, upon the approval of the Board of Directors alone, bya vote sufficient without counting the vote of any interested director ordirectors, if the Board of Directors determines that such a loan or guaranty orplan may reasonably be expected to benefit the corporation.
**BYLAWS

OF

SILICON STORAGE TECHNOLOGY, INC.

(A California Corporation)

 
**TABLE OF CONTENTS

	Page**

ARTICLE I - Offices	  1

	Section 1.	Principal Office	  1

	Section 2.	Offices	  1

ARTICLE II - 	  1

	Section 3.	Corporate Seal	  1

ARTICLE III - Shareholders' Meetings and Voting Rights	1

	Section 4.	Place of Meetings	  1

	Section 5.	Annual Meeting	  2

	Section 6.	Postponement of Annual Meeting	  3

	Section 7.	Special Meetings	  3

	Section 8.	Notice of Meetings	  4

	Section 9.	Manner of Giving Notice	  5

	Section 10.	Quorum and Transaction of Business	5

	Section 11.	Adjournment and Notice of AdjournedMeetings	  6

	Section 12.	Waiver of Notice, Consent to Meeting orApproval of Minutes	 6

	Section 13.	Action by Written Consent Without aMeeting	  7

	Section 14.	Voting	 7

	Section 15.	Persons Entitled to Vote or Consent	8

	Section 16.	Proxies	  9

	Section 17.	Inspectors of Election	  9

ARTICLE IV - Board of Directors	 10

	Section 18.	Powers	 10

	Section 19.	Number of Directors	 10

	Section 20.	Election Of Directors, Term,Qualifications	 10

	Section 21.	Resignations	 10

	Section 22.	Removal	 11

	Section 23.	Vacancies	 11

	Section 24.	Regular Meetings	 11

	Section 25.	Participation by Telephone	 11

	Section 26.	Special Meetings	 12

	Section 27.	Notice of Meetings	 12

	Section 28.	Place of Meetings	 12

	Section 29.	Action by Written Consent Without aMeeting	 12

	Section 30.	Quorum and Transaction of Business	12

	Section 31.	Adjournment	 13

	Section 32.	Organization	 13

	Section 33.	Compensation	 13

	Section 34.	Committees	 13

ARTICLE V - Officers	 14

	Section 35.	Officers	 14

	Section 36.	Appointment	 14

	Section 37.	Inability to Act	 14

	Section 38.	Resignations	 14

	Section 39.	Removal	 14

	Section 40.	Vacancies	 14

	Section 41.	Chairman of the Board	 15

	Section 42.	President	 15

	Section 43.	Vice Presidents	 15

	Section 44.	Secretary	 15

	Section 45.	Chief Financial Officer	 16

	Section 46.	Compensation	 17

ARTICLE VI - Contracts, Loans, Bank Accounts, Checks andDrafts	 17

	Section 47.	Execution of Contracts and OtherInstruments	 17

	Section 48.	Loans	 17

	Section 49.	Bank Accounts	 17

	Section 50.	Checks, Drafts, Etc	 18

ARTICLE VII - Certificates for Shares and Their Transfer	18

	Section 51.	Certificate for Shares	 18

	Section 52.	Transfer on the Books	 18

	Section 53.	Lost, Destroyed and StolenCertificates	 18

	Section 54.	Issuance, Transfer and Registration ofShares	 19

ARTICLE VIII - Inspection of Corporate Records	19

	Section 55.	Inspection by Directors	 19

	Section 56.	Inspection by Shareholders	 19

	Section 57.	Written Form	 20

ARTICLE IX - Miscellaneous	 20

	Section 58.	Fiscal Year	 20

	Section 59.	Annual Report	 20

	Section 60.	Record Date	 21

	Section 61.	Bylaw Amendments	 21

	Section 62.	Construction and Definition	 21

 

ARTICLE X - Indemnification	 22

	Section 63.	Indemnification of Directors, Officers,Employees And Other Agents	 22

ARTICLE XI - Right of First Refusal	 25

	Section 64.	Right of First Refusal	 25

ARTICLE XII - Loans of Officers and Others	 26

	Section 65.	Certain Corporate Loans and Guaranties	27

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