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                                                                     EXHIBIT 3.4


                              AMENDED AND RESTATED
                              (DATED MAY 16, 2002)

                                     BYLAWS

                                       OF

                                HUMBOLDT BANCORP

                                    ARTICLE I

OFFICES

         Section 1.1. Principal Office. The principal executive office of the
corporation is hereby located at such place as the board of directors (the
"board") shall determine. The board is hereby granted full power and authority
to change said principal executive office from one location to another.

         Section 1.2. Other Offices. Other business offices may, at any time, be
established by the board at such other places as it deems appropriate.

                                   ARTICLE II

MEETINGS OF SHAREHOLDERS

         Section 2.1. Place of Meetings. Meetings of shareholders may be held at
such place within or outside the state of California designated by the board. In
the absence of any such designation, shareholders' meetings shall be held at the
principal executive office of the corporation.

         Section 2.2. Annual Meeting. The annual meeting of shareholders shall
be held for the election of directors on a date and at a time designated by the
board. The date so designated shall be within fifteen (15) months after the last
annual meeting. At such meeting, directors shall be elected, and any other
proper business within the power of the shareholders may be transacted.

         Section 2.3. Special Meetings. Special meetings of the shareholders may
be called at any time by the board, the chairperson of the board, the president,
or by the holders of shares entitled to cast not less than ten percent (10%) of
the votes at such meeting. If a special meeting is called by any person or
persons other than the board, the request shall be in writing, specifying the
time of such meeting and the general nature of the business proposed to be
transacted, and shall be delivered personally or by registered mail to the
chairperson of the board, the president, any vice president or the secretary of
the corporation. The officer receiving the request shall cause notice to be
promptly given to the 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. If the notice is not
given within 20 days after receipt of the


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request, the person or persons requesting the meeting may give the notice.
Nothing in this paragraph shall be construed as limiting, fixing or affecting
the time when a meeting of shareholders called by action of the board may be
held.

         Section 2.4. Notice of Meetings. Written notice, in accordance with
Section 2.5 of this Article II, of each annual or special meeting of
shareholders shall be given not less than 10 nor more than 60 days before the
date of the meeting to each shareholder entitled to vote thereat. Such notice
shall state the place, date and hour of the meeting and (a) in the case of a
special meeting, the general nature of the business to be transacted, and no
other business may be transacted, or (b) in the case of the annual meeting,
those matters which the board, at the time of the mailing of the notice, intends
to present for action by the shareholders, but, subject to the provisions of
applicable law, any proper matter may be presented at the meeting for such
action. The notice of any meeting at which directors are to be elected shall
include the names of nominees intended at the time of the notice to be presented
by the board for election.

         If action is proposed to be taken at any meeting for approval of (a) a
contract or transaction in which a director has a direct or indirect financial
interest, pursuant to Section 310 of the California Corporations Code, as
amended (the "Code"), (b) an amendment of the articles of incorporation,
pursuant to Section 902 of the Code, (c) a reorganization of the corporation,
pursuant to Section 1201 of the Code, (d) a voluntary dissolution of the
corporation, pursuant to Section 1900 of the Code, or (e) a distribution in
dissolution other than in accordance with the rights of outstanding preferred
shares, pursuant to Section 2007 of the Code, the notice shall also state the
general nature of that proposal.

         Section 2.5. Manner of Giving Notice. Notice of a shareholders' meeting
shall be given either personally or by first-class mail or telegraphic or other
written communication, charges prepaid, addressed to the shareholder at the
address of that shareholder appearing on the books of the corporation or given
by the shareholder to the corporation for the purpose of notice. If no such
address appears on the corporation's books or is given, notice shall be deemed
to have been given if sent to that shareholder by first-class mail or
telegraphic or other written communication to the corporation's principal
executive office or if published at least once in a newspaper of general
circulation in the county in which the principal executive office is located.
Notice shall be deemed to have been given at the time when delivered personally
or deposited in the mail or sent by telegram or other means of written
communication. An affidavit of mailing or other means of giving any notice in
accordance with the above provisions, executed by the secretary, assistant
secretary or any transfer agent, shall be prima facie evidence of the giving of
the notice.

         If any notice 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 to the shareholder
at such address, all future notices 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
to all other shareholders.


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         Section 2.6. Quorum. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders. The shareholders present at a duly called or held meeting at which
a quorum is present may continue to transact 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 2.7. Adjourned Meeting and Notice Thereof. Any shareholders'
meeting, whether or not a quorum is present, may be adjourned from time to time
by the vote of a majority of the shares represented either in person or by proxy
at the meeting, but in the absence of a quorum (except as provided in Section
2.6 of this Article II) no other business may be transacted at such meeting.

         When any meeting of shareholders, 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 are announced at the meeting at which the
adjournment is taken. However, when any shareholders' meeting is adjourned for
more than 45 days from the date set for the original meeting, or, if after
adjournment a new record date is fixed for the adjourned meeting, notice of the
adjourned meeting shall be given to each shareholder of record entitled to vote
at the meeting. At any adjourned meeting the corporation may transact any
business which might have been transacted at the original meeting.

         Section 2.8. Voting. The shareholders entitled to notice of any meeting
or to vote at any such meeting shall be only persons in whose name shares stand
on the stock records of the corporation on the record date determined in
accordance with Section 2.9 of this Article II.

         Voting of shares of the corporation shall in all cases be subject to
the provisions of Sections 700 through 711, inclusive, of the Code.

         The shareholders' vote may be by voice or ballot; provided, however,
that any election for directors must be by ballot if demanded by any shareholder
before the voting has begun. On any matter other than election of directors, any
shareholder may vote part of the shares in favor of the proposal and refrain
from voting the remaining shares or vote them against the proposal (other than
the election of directors), 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
that the shareholder is entitled to vote. If a quorum is present, the
affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on any matter (other than the election of directors) shall be
the act of the shareholders, unless the vote of a greater number or voting by
classes is required by the Code or by the articles of incorporation.

         Subject to the following sentence and the provisions of Section 708 of
the Code, every shareholder entitled to vote at any election of directors may
cumulate such shareholder's votes and give one candidate a number of votes equal
to the number of directors to be elected multiplied by the number of votes to
which the shareholder's shares are entitled, or distribute the shareholder's
votes on the same principle among as many candidates as the shareholder thinks
fit.


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No shareholder shall be entitled to cumulate votes for any candidate or
candidates pursuant to the preceding sentence unless such candidate's or
candidates' names have been placed in nomination prior to the voting and the
shareholder has given notice at the meeting and prior to the voting of the
shareholder's intention to cumulate the shareholder's votes. If any one
shareholder has given such notice, all shareholders may cumulate their votes for
candidates in nomination.

         In any election of directors, the candidates receiving the highest
number of affirmative votes of the shares entitled to be voted for them, up to
the number of directors to be elected, shall be elected. Votes against the
director and votes withheld shall have no legal effect.

         Section 2.9. Record Date. The board may fix, in advance, a record date
for the determination of the shareholders entitled to notice of any meeting or
to vote or to receive payment of any dividend or other distribution, or
allotment of any rights, or to exercise any rights in respect of any other
lawful action. The record date so fixed shall be not more than 60 days nor less
than 10 days prior to the date of the meeting nor more than 60 days prior to any
other action. When a record date is so fixed, only shareholders of record on
that date are entitled to notice of and to vote at the meeting or to receive the
dividend, distribution, or allotment of rights, or to exercise rights, as the
case may be, notwithstanding any transfer of shares on the books of the
corporation after the record date. A record date for a meeting of shareholders
shall apply to any adjournment of the meeting unless the board fixes a new
record date for the adjourned meeting. The board shall fix a new record date if
the meeting is adjourned for more than 45 days.

         If no record date is fixed by the board, the record date for
determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the business day next
preceding the day on which notice of the meeting is given or, if notice is
waived, the close of business on the business day next preceding the day on
which the meeting is held. The record date for determining shareholders for any
purpose other than as set forth in this Section 2.9 or Section 2.11 of this
Article II shall be at the close of business on the day on which the board
adopts the resolution relating thereto, or the sixtieth day prior to the date of
such other action, whichever is later.

         Section 2.10. Consent of Absentees. The transactions of any meeting of
shareholders, however called and noticed, and wherever held, are as valid as
though had at a meeting duly held after regular call and notice, if a quorum is
present either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote, who was not present in person or
by proxy, signs a written waiver of notice, or a consent to the holding of the
meeting or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Attendance of a person at a meeting shall constitute a
waiver of notice of and presence at such meeting, except when the person
objects, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened and except that
attendance at a meeting is not a waiver of any right to object to the
consideration of matters required by the Code to be included in the notice but
not so included, if such objection is expressly made at the meeting. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of shareholders need be specified in any written waiver of notice, consent to
the holding of the meeting or approval of the minutes of the meeting, except
that if action is taken or proposed to be taken for


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approval of any of those matters specified in the second paragraph of Section
2.4 of this Article II, the waiver of notice, consent or approval shall state
the general nature of the proposal.

         Section 2.11. Action by Written Consent Without a Meeting. Subject to
Section 603 of the Code, any action which may be taken at any annual or special
meeting of shareholders may be taken without a meeting and without prior notice
if a consent in writing, setting forth the action so taken, is signed by the
holders of the outstanding shares, or their proxies, 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. All such consents shall be filed with the secretary of the corporation
and shall be maintained in the corporate records; provided, however, that (1)
unless the consents of all shareholders entitled to vote have been solicited in
writing, notice of any shareholder approval without a meeting by less than
unanimous consent shall be given, as provided by Section 603(b) of the Code, and
(2) in the case of election of directors, such a consent shall be effective only
if signed by the holders of all outstanding shares entitled to vote for the
election of directors; provided, however, that subject to applicable law, a
director may be elected at any time to fill a vacancy on the board that has not
been filled by the directors, by the written consent of the holders of a
majority of the outstanding shares entitled to vote for the election of
directors. Any written consent may be revoked by a writing received by the
secretary of 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.

         Unless a record date for voting purposes be fixed as provided in
Section 2.9 of this Article II, the record date for determining shareholders
entitled to give consent pursuant to this Section 2.11, when no prior action by
the board has been taken, shall be the day on which the first written consent is
given.

         Section 2.12. Proxies. Every person entitled to vote shares or execute
written consents has the right to do so either in person or by one or more
persons authorized by a written proxy executed and dated by such shareholder and
filed with the secretary of the corporation prior to the convening of any
meeting of the shareholders at which any such proxy is to be used or prior to
the use of such written consent. A validly executed proxy which does not state
that it is irrevocable continues in full force and effect unless: (1) revoked by
the person executing it prior to the vote pursuant thereto, by a writing
delivered to the corporation stating that the proxy is revoked or by a
subsequent proxy executed by the person executing the prior proxy and presented
to the meeting, or as to any meeting of shareholders, by attendance at such
meeting and voting in person by the person executing the proxy; or (2) written
notice of the death or incapacity of the maker of the proxy is received by the
corporation before the vote pursuant thereto is counted; provided, however, that
no proxy shall be valid after the expiration of 11 months from the date of its
execution unless otherwise provided in the proxy.

         Section 2.13. Inspectors of Election. In advance of any meeting of
shareholders, the board may appoint any persons other than nominees for office
as inspectors of election to act at such meeting and any adjournment thereof. If
no inspectors of election are so appointed, or if any persons so appointed fail
to appear or refuse to act, the chairperson of any such meeting may, and on the
request of any shareholder or shareholder's proxy shall, appoint inspectors of
election at the meeting. The number of inspectors shall be either one (1) or
three (3). If


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inspectors are appointed at a meeting on the request of one or more shareholders
or proxies, the holders of a majority of shares or their proxies present shall
determine whether one (1) or three (3) inspectors are to be appointed.

         The duties of such inspectors shall be as prescribed by Section 707(b)
of the Code and shall include: determining the number of shares outstanding and
the voting power of each; determining the shares represented at the meeting;
determining the existence of a quorum; determining the authenticity, validity
and the effect of proxies; receiving votes, ballots or consents; hearing and
determining all challenges and questions in any way arising in connection with
the right to vote; counting and tabulating all votes or consents; determining
when the polls shall close; determining the result; and doing such acts as may
be proper to conduct the election or vote with fairness to all shareholders. If
there are three inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or certificate of
all.

         Section 2.14. Conduct of Meetings. The president shall preside at all
meetings of the shareholders and shall conduct each such meeting in a
businesslike and fair manner, but shall not be obligated to follow any
technical, formal or parliamentary rules or principles of procedure. The
presiding officer's rulings on procedural matters shall be conclusive and
binding on all shareholders, unless at the time of ruling a request for a vote
is made to the shareholders entitled to vote and represented in person or by
proxy at the meeting, in which case the decision of a majority of such shares
shall be conclusive and binding on all shareholders. Without limiting the
generality of the foregoing, the presiding officer shall have all the powers
usually vested in the presiding officer of a meeting of shareholders.

                                   ARTICLE III

DIRECTORS

         Section 3.1. Powers. Subject to the provisions of the Code and any
limitations in the articles of incorporation and these bylaws relating to
actions required to be approved by the shareholders or by the outstanding
shares, the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised by or under the direction of the board. The
board may delegate the management of the day-to-day operations of the business
of the corporation to a management company or other person provided that the
business and affairs of the corporation shall be managed and all corporate
powers shall be exercised under the ultimate direction of the board. Without
prejudice to such general powers, but subject to the same limitations, it is
hereby expressly declared that the board shall have the following powers in
addition to the other powers enumerated in these bylaws:

         (a) to select and remove all the other officers, agents and employees
of the corporation, prescribe any qualifications, powers and duties for them
that are consistent with law, the articles of incorporation or these bylaws, fix
their compensation, and require from them security for faithful service;


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         (b) to conduct, manage and control the affairs and business of the
corporation and to make such rules and regulations therefor not inconsistent
with law, the articles of incorporation or these bylaws, as they may deem best;

         (c) to adopt, make and use a corporate seal, to prescribe the forms of
certificates of stock, and to alter the form of such seal and of such
certificates from time to time as in their judgment they may deem best;

         (d) to authorize the issuance of shares of stock of the corporation
from time to time, upon such terms and for such consideration as may be lawful;

         (e) to borrow money and incur indebtedness for the purposes of the
corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory and capital notes, bonds, debentures, deeds of trust,
mortgages, pledges, hypothecations or other evidences of debt and securities
therefor and any agreements pertaining thereto;

         (f) to prescribe the manner in which and the person or persons by whom
any or all of the checks, drafts, notes, contracts and other corporate
instruments shall be executed;

         (g) to appoint and designate, by resolution adopted by a majority of
the authorized number of directors, one or more committees, each consisting of
two or more directors, including the appointment of alternate members of any
committee who may replace any absent member at any meeting of the committee; and

         (h) generally, to do and perform every act or thing whatever that may
pertain to or be authorized by the board of directors of a corporation
incorporated under the laws of this state.

         Section 3.2. Number and Qualification of Directors. The authorized
number of directors of the corporation shall not be less than eight (8) nor more
than fifteen (15) until changed by an amendment of the articles of incorporation
or by a bylaw amending this Section 3.2 duly adopted by the vote or written
consent of holders of a majority of the outstanding shares entitled to vote. The
exact number of directors shall be fixed from time to time, within the range
specified in the articles of incorporation or in this Section 3.2: (i) by a
resolution duly adopted by the board; (ii) by a bylaw or amendment thereof duly
adopted 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 entitled to vote; or (iii)
by approval of the shareholders (as defined in Section 153 of the Code.

         Section 3.3. Nominations of Directors. Nominations for election of
members of the board may be made by the board or by any holder of any
outstanding class of capital stock of the corporation entitled to vote for the
election of directors. Notice of intention to make any nominations (other than
for persons named in the notice of the meeting called for the election of
directors or nominations made by the board) shall be made in writing and shall
be delivered or mailed to the president of the corporation not less than ninety
(90) days nor more than one hundred twenty (120) days prior to the anniversary
of the annual meeting for the preceding year; provided, however, that if, and
only if, the annual meeting for the current year is not scheduled to


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be held within a period that commences within thirty (30) days of the annual
meeting for the preceding year, then notice shall be given on the later of (i)
the close of business ninety (90) days prior to the scheduled meeting date or
(ii) the close of business on the tenth day following the date on which such
meeting is first announced or disclosed. Such notification shall contain the
following information to the extent known to the notifying shareholder: (a) the
name and address of each proposed nominee; (b) the principal occupation of each
proposed nominee; (c) the number of shares of capital stock of the corporation
owned by each proposed nominee; (d) the name and residence address of the
notifying shareholder; (e) the number of shares of capital stock of the
corporation owned by the notifying shareholder; (f) the number of shares of
capital stock of any bank, bank holding company, savings and loan association or
other depository institution owned beneficially by the nominee or by the
notifying shareholder and the identities and locations of any such institutions;
and (g) whether the proposed nominee has ever been convicted of or pleaded nolo
contendere to any criminal offense involving dishonesty or breach of trust,
filed a petition in bankruptcy or been adjudged bankrupt. The notification shall
be signed by the nominating shareholder and by each nominee, and shall be
accompanied by a written consent to be named as a nominee for election as a
director from each proposed nominee. Nominations not made in accordance with
these procedures shall be disregarded by the chairperson of the meeting, and
upon his or her instructions, the inspectors of election shall disregard all
votes cast for each such nominee. The foregoing requirements do not apply to the
nomination of a person to replace a proposed nominee who has become unable to
serve as a director between the last day for giving notice in accordance with
this paragraph and the date of election of directors if the procedure called for
in this paragraph was followed with respect to the nomination of the proposed
nominee.

         Section 3.4. Election and Term of Office. The directors shall be
elected at each annual meeting of shareholders, but if any 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. Each director shall
hold office until the next annual meeting and until a successor has been elected
and qualified.

         Section 3.5. Vacancies. Vacancies on the board, 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 the next annual meeting and
until such director's successor has been elected and qualified. A vacancy on the
board 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 all 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 directors. Any such election by
written consent other than to fill a vacancy created by removal requires the
consent of a majority of the outstanding shares entitled to vote.

         Any director may resign effective upon giving written notice to the
chairperson of the board, the president, secretary, or the board, unless the
notice specifies a later time for the effectiveness of such resignation. If the
board accepts the resignation of a director tendered to


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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.

         A vacancy or vacancies on the board shall be deemed to exist in case of
the death, resignation or removal of any director, or if the authorized number
of directors is 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.

         The board may declare vacant the office of a director who has been
declared of unsound mind by an order of court or convicted of a felony.

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

         Section 3.6. Place of Meetings. Regular or special meetings of the
board shall be held at any place within or outside the state of California which
has been designated in the notice of meeting or if there is no notice, at the
principal executive office of the corporation, or at a place designated by
resolution of the board or by the written consent of the board. Any regular or
special meeting is valid wherever held if held upon written consent of all
members of the board given either before or after the meeting and filed with the
secretary of the corporation.

         Section 3.7. Regular Meetings. Immediately following each annual
meeting of shareholders, the board shall hold a regular meeting for the purpose
of organization, any desired election of officers and the transaction of other
business. Notice of this meeting shall not be required.

         Other regular meetings of the board shall be held without notice on the
third Wednesday of each month at the hour of 3:30 p.m., or at such different
date and time as the board may from time to time fix by resolution; provided,
however, should said day fall upon a legal holiday observed by the corporation
at its principal executive office, then said meeting shall be held at the same
time and place on the next succeeding full business day of the corporation. Call
and notice of all regular meetings of the board are hereby dispensed with.

         Section 3.8. Special Meetings. Special meetings of the board for any
purpose or purposes may be called at any time by the chairperson of the board,
the president, any vice president, the secretary or by any two directors.

         Special meetings of the board shall be held upon four days' written
notice by mail or 48 hours' notice delivered personally or by telephone,
telegraph, telex or other similar means of communication. Any such notice shall
be addressed or delivered to each director at the director's address as shown
upon the records of the corporation or as given to the corporation by the
director for purposes of notice or, if such address is not shown on such records
or is not readily ascertainable, at the place in which the meetings of the
directors are regularly held. Such notice may, but need not, specify the purpose
of the meeting, or the place if the meeting is to be held at the principal
executive office of the corporation.


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         Notice by mail shall be deemed to have been given at the time a written
notice is deposited in the United States mails, postage prepaid. Any other
written notice shall be deemed to have been given at the time it is personally
delivered to the recipient or is delivered to a common carrier for transmission,
or actually transmitted by the person giving the notice by electronic means or
by facsimile transmission, to the recipient. Oral notice shall be deemed to have
been given at the time it is communicated, in person or by telephone or
wireless, to the recipient or to a person at the office of the recipient whom
the person giving the notice has reason to believe will promptly communicate it
to the recipient.

         Section 3.9. Quorum. A majority of the authorized number of directors
constitutes a quorum of the board for the transaction of business, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the board, unless a greater number be
required by the articles of incorporation and subject to the provisions of
Section 310 of the Code (as to approval of contracts or transactions in which a
director has a direct or indirect material financial interest) and Section
317(e) of the Code (as to indemnification of directors). A meeting at which a
quorum is initially present may continue to transact business notwithstanding
the withdrawal of directors, if any action taken is approved by at least a
majority of the required quorum for such meeting.

         Section 3.10. Participation in Meetings by Conference Telephone.
Members of the board may participate in a meeting through use of a conference
telephone or similar communications equipment, so long as all members
participating in such meeting can hear one another. Participation in a meeting
pursuant to this Section 3.10 constitutes presence in person at such meeting.

         Section 3.11. Waiver of Notice. Notice of a meeting need not be given
to any director who signs a waiver of notice or a consent to holding the meeting
or an approval of the minutes of the meeting, whether before or after the
meeting, or who attends the meeting without protesting, before the meeting or at
its commencement, the lack of notice to such director. All such waivers,
consents or approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.

         Section 3.12. Adjournment. A majority of the directors present, whether
or not a quorum is present, may adjourn any directors' meeting to another time
and place. Notice of the time and place of holding an adjourned meeting need not
be given, unless the meeting is adjourned for more than twenty-four hours, in
which case notice of the time and place shall be given before the time of the
adjourned meeting to the directors who were not present at the time of the
adjournment.

         Section 3.13. Action Without Meeting. Any action required or permitted
to be taken by the board may be taken without a meeting if all members of the
board shall individually or collectively consent in writing to such action. Such
written consent or consents shall be filed with the minutes of the proceedings
of the board. Such action by written consent shall have the same effect as a
unanimous vote of the board.


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         Section 3.14. 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 the board. This
Section 3.14 shall not be construed to preclude any director from serving the
corporation in any other capacity as an officer, agent, employee or otherwise,
and receiving compensation for those services.

         Section 3.15. Rights of Inspection. Every director of the corporation
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 also of its subsidiary corporations, domestic
or foreign. 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 3.16. Removal of Director without Cause. Any or all of the
directors of the corporation may be removed without cause if the removal is
approved by the outstanding shares, subject to the following:

         (a) Except if the corporation has a classified board, no director may
be removed (unless the entire board is removed) when the votes cast against
removal, or not consenting in writing to the removal, would be sufficient to
elect the director if voted cumulatively at an election at which the same total
number of votes were cast (or, if the action is taken by written consent, all
shares entitled to vote were voted) and the entire number of directors
authorized at the time of the director's most recent election were then being
elected.

         (b) When by the provisions of the articles the holders of the shares of
any class or series, voting as a class or series, are entitled to elect one or
more directors, any director so elected may be removed only by the applicable
vote of the holders of the shares of that class or series.

         (c) When the corporation has a classified board, a director may not be
removed if the votes cast against removal of the director, or not consenting in
writing to the removal, would be sufficient to elect the director if voted
cumulatively (without regard to whether shares may otherwise be voted
cumulatively) at an election at which the same total number of votes were cast
(or, if the action is taken by written consent, all shares entitled to vote were
voted) and either the number of directors elected at the most recent annual
meeting of shareholders, or if greater, the number of directors for whom removal
is being sought, were then being elected.

         Section 3.17. Removal of Directors by Shareholder's Suit. The superior
court of the proper county may, at the suit of the shareholders holding at least
10 percent of the number of outstanding shares of any class, remove from office
any director in case of fraudulent or dishonest acts or gross abuse of authority
or discretion with reference to the corporation and may bar from reelection any
director so removed for a period prescribed by the court. The corporation shall
be made a party to such action.


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<PAGE>


                                   ARTICLE IV

OFFICERS

         Section 4.1. Officers. The officers of the corporation shall be a
president, a secretary and a chief financial officer. The corporation may also
have, at the discretion of the board, a chairperson of the board, a vice
chairperson of the board, one or more vice presidents, one or more assistant
secretaries, one or more assistant financial officers and such other officers as
may be elected or appointed in accordance with the provisions of Section 4.3 of
this Article IV. One person may hold two or more offices, except those of
president and secretary.

         Section 4.2. Appointment. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 4.3 or
Section 4.5 of this Article IV, shall be chosen by, and shall serve at the
pleasure of, the board, and shall hold their respective offices until their
resignation, removal or other disqualification from service, or until their
respective successors shall be appointed, subject to the rights, if any, of an
officer under any contract of employment.

         Section 4.3. Subordinate Officers. The board may appoint, or may
empower the president to appoint, such other officers as the business of the
corporation may require, each to hold office for such period, have such
authority and perform such duties as are provided in these bylaws or as the
board may from time to time determine.

         Section 4.4. Removal and Resignation. Subject to the rights, if any, of
an officer under any contract of employment, any officer may be removed, either
with or without cause, by the board at any time, or, except in the case of an
officer chosen by the board, by any officer upon whom such power of removal may
be conferred by the board.

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

         Section 4.5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these bylaws for regular appointment to such office.

         Section 4.6. Chairperson. The chairperson of the board, if there shall
be such an officer, shall, if present, preside at all meetings of the board and
exercise and perform such other powers and duties as may be assigned from time
to time by the board.

         Section 4.7. Vice Chairperson. The vice chairperson of the board, if
there shall be such an officer, shall, in the absence of the chairperson of the
board, preside at all meetings of the board and exercise and perform such other
powers and duties as may be assigned from time to time by the board.


                                       12
<PAGE>


         Section 4.8. President. Subject to such powers, if any, as may be given
by the board to the chairperson of the board, if there shall be such an officer,
the president is the general manager and chief executive officer of the
corporation and has, subject to the control of the board, general supervision,
direction and control of the business and affairs of the corporation. The
president shall preside at all meetings of the shareholders and in the absence
of both the chairperson of the board and the vice chairperson, or if there be
none, at all meetings of the board. The president has the general powers and
duties of management usually vested in the office of president and chief
executive officer of a corporation and such other powers and duties as may be
prescribed by the board.

         Section 4.9. Vice President. In the absence or disability of the
president, the vice presidents in order of their rank as fixed by the board or,
if not ranked, the vice president designated by the board, 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 bylaws, the board, the president
or the chairperson of the board.

         Section 4.10. Secretary. The secretary shall keep or cause to be kept,
at the principal executive office or such other place as the board may order, a
book of minutes of all meetings of shareholders, the board and its committees,
with the time and place of holding, whether regular or special, and, if special,
how authorized, the notice or waivers of notice thereof given, the names of
those present at the board and committee meetings, the number of shares present
or represented at shareholders' meetings, and the proceedings thereof.

         The secretary shall keep, or cause to be kept, a copy of the bylaws of
the corporation at the principal executive office or business office in
accordance with Section 213 of the Code. The secretary shall keep, or cause to
be kept, at the principal executive office or at the office of the corporation's
transfer agent or registrar, if one is appointed, a record of its shareholders,
or a duplicate record of its shareholders, giving the names and addresses of all
shareholders and the number and class of shares held by each.

         The secretary shall give, or cause to be given, notice of all the
meetings of the shareholders, of the board and of any committees thereof
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.

         Section 4.11. Assistant Secretary. The assistant secretary or the
assistant secretaries, in the order of their seniority, shall, in the absence or
disability of the secretary, or in the event of such officer's refusal to act,
perform the duties and exercise the powers of the secretary and shall have such
additional powers and discharge such duties as may be assigned from time to time
by the president or by the board.

         Section 4.12. Chief Financial Officer. The chief financial officer
shall keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of the properties and financial and business
transactions of the corporation, including accounts of its


                                       13
<PAGE>


assets, liabilities, receipts, disbursements, gains, losses, capital, retained
earnings and shares, and shall send or cause to be sent to the shareholders of
the corporation such financial statements and reports that by law or these
bylaws are required to be sent to them. The books of account shall at all times
be open to inspection by any director of the corporation.

         The chief financial officer shall deposit all monies and other
valuables in the name and to the credit of the corporation with such
depositories as may be designated by the board. The chief financial officer
shall disburse the funds of the corporation as may be ordered by the board,
shall render to the president and directors, whenever they request it, an
account of all transactions engaged in 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.

         Section 4.13. Assistant Financial Officer. The assistant financial
officer or the assistant financial officers, in the order of their seniority,
shall, in the absence or disability of the chief 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, and shall have such additional powers and
discharge such duties as may be assigned from time to time by the president or
by the board.

         Section 4.14. Salaries. The salaries of the officers shall be fixed
from time to time by the board and no officer shall be prevented from receiving
such salary by reason of the fact that such officer is also a director of the
corporation.

         Section 4.15. Officers Holding More Than One Office. Any two or more
offices, except those of president and secretary, may be held by the same
person, but no officer shall execute, acknowledge or verify any instrument in
more than one capacity.

         Section 4.16. Inability to Act. In the case of absence or inability to
act of any officer of the corporation and of any person herein authorized to act
in his or her place, the board may from time to time delegate the powers or
duties of such officer to any other officer, or any director or other person
whom it may select.

                                    ARTICLE V

INDEMNIFICATION

         Section 5.1. Definitions. For use in this Article V, certain terms are
defined as follows:

         (a)      "Agent": A director, officer, employee or agent of the
corporation or a person who 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 (including
service with respect to employee benefit plans and service on creditors'
committees with respect to any proceeding under the Bankruptcy Code, assignment
for the benefit of creditors or other liquidation of assets of a debtor of the
corporation), or a person who 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 the predecessor
corporation.


                                       14
<PAGE>


         (b)      "Loss": All expenses, liabilities, and losses including
attorneys' fees, judgments, fines, ERISA excise taxes and penalties, amounts
paid or to be paid in settlement, any interest, assessments, or other charges
imposed thereon, and any federal, state, local, or foreign taxes imposed on any
Agent as a result of the actual or deemed receipt of any payments under this
Article.

         (c)      "Proceeding": Any threatened, pending or completed action,
suit or proceeding including any and all appeals, whether civil, criminal,
administrative or investigative.

         Section 5.2. Right to Indemnification. Each person who was or is a
party or is threatened to be made a party to or is involved (as a party, witness
or otherwise) in any Proceeding, by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or was an Agent, is
entitled to indemnification. Agent shall be indemnified and held harmless by the
corporation to the fullest extent authorized by law. The right to
indemnification conferred in this Article V shall be a contract right. It is the
corporation's intention that these bylaws provide indemnification in excess of
that expressly permitted by Section 317 of the Code, as authorized by the
corporation's articles of incorporation.

         Section 5.3. Authority to Advance Expenses. The right to
indemnification provided in Section 5.2 of these bylaws shall include the right
to be paid, in advance of a Proceeding's final disposition, expenses incurred in
defending that Proceeding, provided, however, that if required by the California
General Corporation Law, as amended, the payment of expenses in advance of the
final disposition of the Proceeding shall be made only upon delivery to the
corporation of an undertaking by or on behalf of the Agent to repay such amount
if it shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation as authorized under this Article V or otherwise.
The Agent's obligation to reimburse the corporation for advances shall be
unsecured and no interest shall be charged thereon.

         Section 5.4. Right of Claimant to Bring Suit. If a claim under Section
5.2 or 5.3 of these bylaws is not paid in full by the corporation within thirty
(30) days after a written claim has been received by the corporation, the
claimant may at any time there-after bring suit against the corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expenses (including
attorneys' fees) of prosecuting such claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for expenses incurred in
defending a Proceeding in advance of its final disposition) that the claimant
has not met the standards of conduct that make it permissible under the
California General Corporation Law for the corporation to indemnify the claimant
for the amount claimed. The burden of proving such a defense shall be on the
corporation. Neither the failure of the corporation (including its board of
directors, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that the indemnification
of the claimant is proper under the circumstances because he or she has met the
applicable standard of conduct set forth in the California General Corporation
Law, nor an actual determination by the corporation (including its board of
directors, independent legal counsel, or its shareholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that claimant has not already met the applicable standard
of conduct.


                                       15
<PAGE>


         Section 5.5. Provisions Nonexclusive. The rights conferred on any
person by this Article V shall not be exclusive of any other rights that such
person may have or hereafter acquire under any statute, provision of the
articles of incorporation, agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office. To the extent that any
provision of the articles of incorporation, agreement, or vote of the
shareholders or disinterested directors is inconsistent with these bylaws, the
provision, agreement, or vote shall take precedence.

         Section 5.6. Authority to Insure. The corporation may purchase and
maintain insurance to protect itself and any Agent against any Loss asserted
against or incurred by such person, whether or not the corporation would have
the power to indemnify the Agent against such Loss under applicable law or the
provisions of this Article V. If the corporation owns all or a portion of the
shares of the company issuing the insurance policy, the company and/or the
policy must meet one of the two sets of conditions set forth in Section 317 of
the Code.

         Section 5.7. Survival of Rights. The rights provided by this Article V
shall continue as to a person who has ceased to be an Agent and shall inure to
the benefit of the heirs, executors, and administrators of such person.

         Section 5.8. Settlement of Claims. The corporation shall not be liable
to indemnify any Agent under this Article V: (a) for any amounts paid in
settlement of any action or claim effected without the corporation's written
consent, which consent shall not be unreasonably withheld; or (b) for any
judicial award, if the corporation was not given a reasonable and timely
opportunity, at its expense, to participate in the defense of such action.

         Section 5.9. Effect of Amendment. Any amendment, repeal or modification
of this Article V shall not adversely affect any right or protection of any
Agent existing at the time of such amendment, repeal or modification.

         Section 5.10. Subrogation. Upon payment under this Article V, the
corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of the Agent, who shall execute all papers required and shall
do everything that may be necessary to secure such rights, including the
execution of such documents necessary to enable the corporation effectively to
bring suit to enforce such rights.

         Section 5.11. No Duplication of Payments. The corporation shall not be
liable under this Article V to make any payment in connection with any claim
made against the Agent to the extent the Agent has otherwise actually received
payment (under any insurance policy, agreement, vote or otherwise) of the
amounts otherwise indemnifiable hereunder.


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<PAGE>


                                   ARTICLE VI

OTHER PROVISIONS

         Section 6.1. Inspection of Corporate Records:

         (a)      A shareholder or shareholders of the corporation holding at
least five percent (5%) in the aggregate of the outstanding voting shares of the
corporation or who hold at least one percent (1%) of the outstanding 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 an absolute right to do either or both of the following:

                  (i)      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; or

                  (ii)     obtain from the transfer agent, if any, for the
corporation, upon written demand and upon the tender of its usual charges for
such a list (the amount of which charges shall be stated to the shareholder by
the transfer agent upon request), 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 corporation shall have a responsibility to cause the transfer agent to
comply with this Section 6.1;

         (b)      The record of shareholders shall also be open to inspection
and copying by any shareholder or holder of a voting trust certificate at any
time during usual business hours upon written demand on the corporation, for a
purpose reasonably related to such holder's interest as a shareholder or holder
of a voting trust certificate. A written demand for such inspection shall be
accompanied by a statement in reasonable detail of the purpose of the
inspection.

         (c)      The accounting books and records and minutes of proceedings of
the shareholders and the board and committees of the board shall be open to
inspection upon written demand on the corporation by 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 interest as a
shareholder or as a holder of such voting trust certificate. The right of
inspection created by this Section 6.1(c) shall extend to the records of each
subsidiary of the corporation. A written demand for such inspection shall be
accompanied by a statement in reasonable detail of the purpose of the
inspection.

         (d)      Any inspection and copying under this Section 6.1 may be made
in person or by agent or attorney.

         Section 6.2. Inspection of Bylaws. The corporation shall keep at its
principal executive office in California the original or a copy of these bylaws
as amended to date, which shall be open to inspection by shareholders at all
reasonable times during office hours.


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<PAGE>


         Section 6.3. Execution of Documents, Contracts. Subject to the
provisions of applicable law, any note, mortgage, evidence of indebtedness,
contract, share certificate, initial transaction statement or written statement,
conveyance or other instrument in writing and any assignment or endorsement
thereof executed or entered into between the corporation and any other person,
when signed by the chairperson of the board, the president or any vice president
and the secretary, any assistant secretary, the chief financial officer or any
assistant financial officer of the corporation, or when stamped with a facsimile
signature of such appropriate officers in the case of share certificates, shall
be valid and binding upon the corporation in the absence of actual knowledge on
the part of the other person that the signing officers did not have authority to
execute the same. Any such instruments may be signed by any other person or
persons and in such manner as from time to time shall be determined by the
board, and unless so authorized by the board, no officer, agent or employee
shall have any power or authority to bind the corporation by any contract or
engagement or to pledge its credit or to render it liable for any purpose or
amount.

         Section 6.4. Certificates of Stock. Every holder of shares of the
corporation shall be entitled to have a certificate signed in the name of the
corporation by the chairperson or the vice chairperson of the board or the
president or a vice president and by the secretary or an assistant secretary or
the chief financial officer or an assistant financial officer, certifying the
number of shares and the class or series of shares owned by the shareholder. The
signatures on the certificates may be facsimile signatures. If any officer,
transfer agent or registrar who has signed a certificate or whose facsimile
signature has been placed upon the 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.

         Except as provided in this Section 6.4, no new certificate for shares
shall be issued in lieu of an old certificate unless the latter is surrendered
and cancelled at the same time. The board may, however, in case any certificate
for shares is alleged to have been lost, stolen or destroyed, authorize the
issuance of a new certificate in lieu thereof, and the corporation may require
that the corporation be given a bond or other adequate security sufficient to
indemnify it against any claim that may be made against it (including any
expense or liability) on account of the alleged loss, theft or destruction of
such certificate or the issuance of such new certificate.

         Prior to the due presentment for registration of transfer in the stock
transfer book of the corporation, the registered owner shall be treated as the
person exclusively entitled to vote, to receive notifications and otherwise to
exercise all the rights and powers of an owner, except as expressly provided
otherwise by the laws of the state of California.

         Section 6.5. Representation of Shares of Other Corporations. The
president or any other officer or officers authorized by the board or the
president are each authorized to vote, represent and exercise on behalf of the
corporation all rights incident to any and all shares or other securities of any
other corporation or corporations standing in the name of the corporation. The
authority herein granted may be exercised either by any such officer in person
or by any other person authorized to do so by proxy or power of attorney duly
executed by said officer.


                                       18
<PAGE>


         Section 6.6. Seal. The corporate seal of the corporation shall consist
of two concentric circles, between which shall be the name of the corporation,
and in the center shall be inscribed the word "Incorporated" and the date of its
incorporation.

         Section 6.7. Fiscal Year. The fiscal year of the corporation shall
begin on the first day of January and end on the 31st day of December of each
year.

         Section 6.8. Construction and Definitions. Unless the context otherwise
requires, the general provisions, rules of construction and definitions
contained in the Code and the California General Corporation Law shall govern
the construction of these bylaws. Without limiting the generality of this
provision, the singular number includes the plural, the plural number includes
the singular, and the term "person" includes both a corporation and a natural
person.

         Section 6.9. Bylaw Provisions Contrary to or Inconsistent with
Provisions of Law. Any article, section, subsection, subdivision, sentence,
clause or phrase of these bylaws which, upon being construed in the manner
provided in this Section 6.9, shall be contrary to or inconsistent with any
applicable provision of the Code or other applicable laws of the state of
California or of the United States shall not apply so long as said provisions of
law shall remain in effect, but such result shall not affect the validity or
applicability of any other portions of these bylaws, it being hereby declared
that these bylaws would have been adopted and each article, section, subsection,
subdivision, sentence, clause or phrase thereof, irrespective of the fact that
any one or more articles, sections, subsections, subdivisions, sentences,
clauses or phrases is or are illegal.

                                   ARTICLE VII

AMENDMENTS

         Section 7.1. Amendment by Shareholders. New bylaws may be adopted or
these bylaws may be amended or repealed by the 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
and provided also that a bylaw reducing the fixed number or the minimum number
of directors to a number less than five cannot be adopted if the votes cast
against 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 7.2. Amendment by Directors. Subject to the rights of the
shareholders as provided in Section 7.1 of this Article VII, bylaws, other than
a bylaw specifying or changing a fixed number of directors or the maximum or
minimum number or changing from a fixed to a variable board or vice versa, may
be adopted, amended or repealed by the board.






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