EXHIBIT 3.2





AMENDED AND RESTATED BY-LAWS


OF


INTERDYNE COMPANY





ARTICLE I





OFFICES





Section 1.Principal Offices.  The Board of Directors (also referred to as “the Board”) shall fix the location of the principal executive office of the Corporation at any place within or outside the State of California.  If the principal executive office is located outside this state, and the Corporation has one or more business offices in this state, the Board of Directors shall fix and designate a prin­cipal business office in the State of California.





Section 2.Other Offices.  The Board of Directors, or the officers (subject to ratification by the Board of Direc­tors), may at any time establish branch or subordinate offices at any place or places.




ARTICLE II





MEETINGS OF SHAREHOLDERS





Section 1.Place of Meetings.  Meetings of shareholders shall be held at any place within or outside the State of California designated by the Board of Directors.  In the absence of such designation, shareholders’ meetings shall be held at the principal executive office of the Corporation.





Section 2.Annual Meeting.  The annual meeting of shareholders shall be held each year on a date and at a time designated by the Board of Directors.  At each annual meeting directors shall be elected and any other proper business may be transacted.





Section 3.Special Meeting.  A special meeting of the shareholders may be called at any time by the Board of Direc­tors, the Chairman of the Board, the President, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at the meeting.





If a special meeting is called by any person or persons other than the Board of Directors, 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 sent by registered mail or by telegraphic or other facsimile transmission to the Chairman 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 in accordance with the provisions of Sec­tions 4 and 5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request.  If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice.  Nothing contained in this paragraph shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.





Section 4.Notice of Shareholders’ Meetings.  All notices of meetings of shareholders shall be sent or other­wise given in accordance with Section 5 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting.  The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving the notice, intends to present for action by the shareholders.  The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, the Board of Directors intends to present for election.









If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the California Corporations Code (hereinafter called “the Code”), (ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of the Code, (iii) a reorganization of the Corporation, pursuant to Section 1201 of the Code, (iv) a voluntary dissolution of the Corporation, pursuant to Section 1900 of the Code, or (v) 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 5.Manner of Giving Notice; Affidavit of Notice.  Notice of any meeting of shareholders or any report shall be given either personally or by first-class mail 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 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 where that 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 other means of written communication.





If any notice or report addressed to a shareholder at the address of that shareholder appearing on the books of the Corporation is returned to the Corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at that address,  all future notices or reports shall be deemed to have been duly given without further mailing if they shall be available to the shareholder on written demand of the shareholder at the prin­cipal executive office of the Corporation for a period of one year from the date of the giving of the notice or report to all other shareholders.





An affidavit of the mailing or other means of giving any notice of any shareholders’ meeting shall be executed by the Secretary, Assistant Secretary, or any transfer agent of the Corporation giving the notice, and shall be filed and main­tained in the minute book of the Corporation.





Section 6.Quorum.  The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business.  The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.





Section 7.Adjourned Meeting; Notice.  Any share­holders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 6 of this Article II.





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, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meet­ing in accordance with the provisions of Sections 4 and 5 of this Article II.  At any adjourned meeting, the Corpora­tion may transact any business which might have been trans­acted at the original meeting.





Section 8.Voting.  The shareholders entitled to vote at any meeting of shareholders shall be determined in accor­dance with the provisions of Section 11 of this Article II, subject to the provisions of Sections 702 through 704, inclu­sive, of the Code (relating to voting shares held by a fidu­ciary, in the name of a corporation, or in joint ownership).  The shareholders’ vote may be by voice vote or by 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 elections 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; however, 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.




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At a shareholders’ meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholder’s shares) unless the candidates’ names have been placed in nomination prior to commencement of the voting and a shareholder has given notice prior to commencement of the voting of the shareholder’s intention to cumulate votes.  If any shareholder has given such notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination 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 that shareholder’s shares are entitled, or distribute the share­holder’s votes on the same principle among any or all of the candidates, as the shareholder thinks fit.  In any election of directors, the candidates receiving the highest number of affirmative votes, up to the number of directors to be elected, shall be elected; votes against the candidates and votes withheld shall have no effect.





Section 9.Waiver of Notice or Consent by Absent Share­holder.  The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be pres­ent either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes.  The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of the shareholders except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 4 of this Article II, the waiver of notice or consent shall state the general nature of the pro­posal.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the min­utes of the meeting.





Attendance by a person at a meeting shall also consti­tute a waiver of notice of and presence at that 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 not included in the notice of the meeting if that objection is expressly made at the meeting.





Section 10.Shareholder Action by Written Consent With­out a Meeting.  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 outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted.





In the case of election of directors, such consent shall be effective only if signed by the holders of all of the outstanding shares entitled to vote for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the Board of Directors (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.





All such consents shall be filed with the Secretary of the Corporation and shall be maintained in the corporate records.  Any shareholder giving a written consent, or the shareholder’s proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respec­tive proxy holders, may revoke the consent by a writing received by the Secretary of the Corporation before written consents of the number of shares required to authorize the proposed action have been filed with the Secretary.





If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the Secretary shall give prompt notice of the cor­porate action approved by the shareholders without a meeting.  This notice shall be given in the manner specified in Section 5 of this Article II.




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In the case of approval of (i) contracts or transactions in which a director has a direct or indirect financial inter­est, pursuant to Section 310 of the Code, (ii) indemnifica­tion of agents of the Corporation, pursuant to Section 317 of the Code, (iii) a reorganization of the Corporation, pursuant to Section 1201 of the Code, and (iv) 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 be given at least ten (10) days before the consummation of any action authorized by that approval.





Section 11.Record Date for Shareholder Notice, Voting and Giving Consents.  For purposes of determining the share­holders entitled to notice of or to vote at a meeting of the shareholders, or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in ad­vance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice or to vote or to give consent, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date, except as otherwise provided in the Code.





If the Board of Directors does not so fix a record date:





(a)           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 is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.





(b)           The record date for determining shareholders entitled to give consent to corporate action in writing with­out a meeting (i) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.





Section 12.Proxies.  Every shareholder entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the shareholder and filed with the Secretary of the Corporation.  A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telecopy transmission, or otherwise) by the shareholder or the share­holder’s attorney in fact.  A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing and presented to the meeting stating that the proxy is revoked by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy.  The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provi­sions of Sections 705(e) and 705(f) of the Code.





Section 13.Inspectors of Election.  Before any meeting of shareholders, the Board of Directors may appoint any per­son other than nominees for office to act as inspectors of election at the meeting or its adjournment.  If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting.  The number of inspectors shall be either one (1) or three (3).  If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed.  If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill that vacancy.




The inspectors of election shall:





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




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(b)           Receive votes, ballots or consents;





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





(d)           Count and tabulate all votes or consents;





(e)           Determine when the polls shall close;





(f)           Determine the result; and





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




ARTICLE III





DIRECTORS





Section 1.Powers.  Subject to the provisions of the Code and any limitations in the Articles of Incorporation and these By-Laws relating to action 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 of Directors.





Section 2.Number and Qualification of Directors.  The authorized number of directors shall be two (2) until changed by a duly adopted amendment to the Articles of Incor­poration or (if the number of directors is not set forth in the Arti­cles of Incorporation) by an amendment to this By-Law adopted by the vote or written consent of holders of a major­ity of the outstanding shares entitled to vote; pro­vided, however, that (i) if the Corporation has three or more shareholders, the authorized number of directors shall be three (3) (who may be such shareholders) and (ii) an amendment reducing the number of directors to a num­ber less than five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consent­ing in the case of action by written consent, are equal to more than 16-2/3% of the outstanding shares entitled to vote.





Section 3.Election and Term of Office of Directors.  Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting.  Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.





Section 4.Vacancies.  Vacancies in the Board of Direc­tors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the 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 hold­ers of a majority of the outstanding shares entitled to vote.  Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.





A vacancy or vacancies in the Board of Directors shall be determined to exist in the event of the death, resigna­tion, or removal of any director, or if the Board of Direc­tors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of direc­tors is increased, or if the shareholders fail, at any meet­ing of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.





The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent other than to fill a vacancy created by removal shall require the consent of a majority of the outstanding shares entitled to vote.




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Any director may resign effective on giving written notice to the Chairman of the Board, the President, the Sec­retary, or the Board of Directors, unless the notice speci­fies a later time for that resignation to become effective.  If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.





No reduction of the authorized number of directors shall have the effect of removing any director before that direc­tor’s term of office expires.





Section 5.Place of Meeting and Meeting by Telephone.  Regular meetings of the Board of Directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the Board.  In the absence of such designation, regular meetings shall be held at the principal executive office of the Corporation.  Special meetings of the Board shall be held at any place within or outside the State of California that has been des­ignated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the Corporation.  Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.





Section 6.Annual Meeting.  Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, any desired election of officers, and the transaction of other business.  Notice of this meeting shall not be required.





Section 7.Other Regular Meetings.  Other regular meet­ings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors.  Such regular meetings may be held without notice.





Section 8.Special Meetings.  Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board or the President or any Vice President or the Secretary or any two directors.





Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail, overnight mail or telecopy, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the Corporation.  In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting.  In case the notice is delivered personally, or by telephone, overnight mail or telecopy, it shall be delivered personally or by telephone, overnight mail or telecopy at least forty-eight (48) hours before the time of the holding of the meeting.  Any oral notice given person­ally or by telephone may be com­municated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director.  The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the Corporation.





Section 9.Quorum.  A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article III.  Every act or decision done or made by a major­ity of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, 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), Section 311 of the Code (as to appointment of commit­tees), 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 that meeting.





Section 10.Waiver of Notice.  The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meet­ing duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice or a consent to holding the meeting or an approval of the min­utes thereof.  The waiver of notice or consent need not spec­ify the purpose of the meeting.  All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.  Notice of a meet­ing shall also be deemed given to any director who attends the meet­ing without protesting (before or at its commence­ment) the lack of notice to that director.




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Section 11.Adjournment.  A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.





Section 12.Notice of Adjournment.  Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 8 of this Article III, to the directors who were not present at the time of the adjourn­ment.





Section 13.Action Without Meeting.  Any action re­quired or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action.  Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Direc­tors.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board.





Section 14.Fees and Compensation of Directors.  Direc­tors and members of committees may receive such compensation, if any, for their services, and such reimbursement of ex­penses, as may be fixed or determined by resolution of the Board of Directors.  This Section 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.




ARTICLE IV





COMMITTEES





Section 1.Committees of Directors.  The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more commit­tees, each consisting of two or more directors, to serve at the pleasure of the Board.  The Board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee.  The appointment of members or alternate members of a commit­tee requires the vote of a majority of the authorized number of directors.  Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except with respect to:





(a)           The approval of any action which, under the Code, also requires shareholders’ approval or approval of the outstanding shares;





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





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





(d)           The amendment or repeal of By-Laws or the adoption of new By-Laws;





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




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





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




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Section 2.Meetings and Action of Committees.  Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these By-Laws, Sections 5 (place of meetings), 7 (regular meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of notice), 11 (adjournment), 12 (notice of adjourn­ment), and 13 (action without meeting), with such changes in the context of those By-Laws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee; special meetings of committees may also be called by resolution of the Board of Directors or by resolution of the committee; and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee.  The Board of Directors may adopt rules for the governance of any committee not inconsis­tent with the provisions of these By-Laws.




ARTICLE V





OFFICERS





Section 1.Officers.  The officers of the Corporation shall be a President, a Secretary, and a Chief Financial Officer.  The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V.  Any number of offices may be held by the same person.





Section 2.Appointment of Officers.  The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.





Section 3.Subordinate Officers.  The Board of Direc­tors may appoint, and may empower the President to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the By-Laws or as the Board of Directors may from time to time determine.





Section 4.Removal and Resignation of Officers.  Sub­ject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting of the Board, or, in the case of an officer chosen by the Board of Directors, by an officer upon whom such power of removal may be conferred by the Board of Direc­tors.





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





Section 5.Vacancies in Offices.  A vacancy in any office because of death, resignation, removal, disqualifica­tion or any other cause shall be filled in the manner pre­scribed in these By-Laws for regular appointments to that office.





Section 6.Chairman of the Board.  The Chairman of the Board, if such an officer be appointed, shall, if present, preside at all meetings of the Board of Directors and exer­cise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of Directors or prescribed by the By-Laws.  If there is no President, the Chairman of the Board shall in addition be the Chief Execu­tive Officer of the Corporation and shall have the powers and duties prescribed in Section 7 of this Article V.




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Section 7.President.  Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corpo­ration and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and the officers of the Corporation.  He or she shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors.  He or she shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws.





Section 8.Vice Presidents.  In the absence or disabil­ity of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a Vice President designated by the Board of Direc­tors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President.  The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the By-Laws, and the President, or the Chairman of the Board.





Section 9.Secretary.  The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings.





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





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





Section 10.Chief Financial Officer.  The Chief Finan­cial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of ac­counts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares.  The books of account shall at all reasonable times be open to inspection by any director.





The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Corpora­tion with such depositaries as may be designated by the Board of Directors.  He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and the directors, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.





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ARTICLE VI





RECORDS AND REPORTS





Section 1.Maintenance and Inspection of Share Regis­ter.  The Corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Board of Directors, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder.





A shareholder or shareholders of the Corporation holding at least five percent (5%) in the aggregate of the outstand­ing voting shares of the Corporation may (i) inspect and copy the records of shareholders’ names and addresses and share­holdings during usual business hours on five (5) days prior written demand on the Corporation, and (ii) obtain from the transfer agent of the Corporation, on written demand and on the tender of such transfer agent’s usual charges for such list, 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 that list has been compiled or as of a date specified by the shareholder after the date of demand.  This list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand as the date as upon which the list is to be compiled.  The record of share­holders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust cer­tificate, at any time during usual business hours, for a purpose reasonably related to the holder’s interest as a shareholder or as the holder of a voting trust certificate.  Any inspection and copying under this Section 1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.





Section 2.Maintenance and Inspection of By-laws.  The Corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state, the original or a copy of the By-Laws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours.  If the principal exec­utive office of the Corporation is outside the State of Cali­fornia and the Corporation has no principal business office in this state, the Secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of the By-Laws as amended to date.





Section 3.Maintenance and Inspection of Other Corpo­rate Records.  The accounting books and records and minutes of proceedings of the shareholders, the Board of Directors and any committee or committees of the Board of Directors, shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the Corporation.  The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form.  The min­utes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate.  The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts.  These rights of inspection shall extend to the records of each subsidiary corporation of the Corporation.





Section 4.Inspection by Directors.  Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the Corporation and each of its subsidiary corporations.  This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.





Section 5.Annual Report to Shareholders.  The annual report to shareholders referred to in Section 1501 of the Code is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issu­ing annual or other periodic reports to the shareholders of the Corporation as they consider appropriate.





Section 6.Financial Statements.  A copy of any annual financial statements and any income statement of the Corpora­tion for each quarterly period of each fiscal year, and any accompanying balance sheet of the Corporation as of the end of each such period, that has been prepared by the Corpora­tion shall be kept on file in the principal executive office of the Corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to such shareholder.




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If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the Corporation makes a written request to the Corporation for an income statement of the Corporation for the three-month, six-month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and a balance sheet of the Corporation as of the end of that period, the Chief Financial Officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or state­ments to the person making the request within thirty (30) days after the receipt of the request.  If the Corporation has not sent to the shareholders its annual report for the last fiscal year, that report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.





The annual financial statements, quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any indepen­dent accountants engaged by the Corporation or the certifi­cate of an authorized officer of the Corporation that the financial statements were prepared without audit from the books and records of the Corporation.





Section 7.Annual Statement of General Information.  The Corporation shall file timely with the Secretary of State of the State of California, on the prescribed form, a state­ment setting forth the information required by Section 1502 of the Code.




ARTICLE VII





GENERAL CORPORATION MATTERS





Section 1.Record Date for Purposes Other Than Notice and Voting.  For purposes of determining the shareholders entitled to receive payment of any dividend or other distri­bution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribu­tion, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date so fixed, except as otherwise provided in the Code.





If the Board of Directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the date on which the Board adopts the applicable resolution or the six­tieth (60th) day before the date of that action, whichever is later.





Section 2.Checks, Drafts, Evidences of Indebtedness.  All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.





Section 3.Corporate Contracts and Instruments; How Executed.  The Board of Directors, except as otherwise pro­vided in these By-Laws, may authorize any officer or offi­cers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corpora­tion, and this authority may be general or confined to spe­cific instances; and, unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or author­ity to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any account.





Section 4.Certificates for Shares.  A certificate or certificates for shares of the capital stock of the Corpora­tion shall be issued to each shareholder when any of those shares are fully paid, and the Board of Directors may autho­rize the issuance of certificates for shares as partly paid provided that those certificates shall state the amount of the consideration to be paid for them and the amount paid.  All certificates shall be signed in the name of the Corpora­tion by the Chairman of the Board or Vice Chairman of the Board or the President or Vice President and by the Chief Financial Officer or an Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the number of shares and the class or series of shares owned by the shareholder.  Any or all of the signatures on the certificate may be a facsimile.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, trans­fer agent, or registrar before that certificate is issued, it may be issued by the Corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.




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Section 5.Lost Certificates.  Except as provided in this Section 5, no new certificate for shares shall be issued to replace an old certificate unless the latter is surren­dered to the Corporation and cancelled at the same time.  The Board of Directors may, in case any share certificate or certificate for any other security is lost, stolen or de­stroyed, authorize the issuance of a replacement certificate on such terms and conditions as the Board may require, in­cluding provision for indemnification of the Corporation secured by a bond or other adequate security sufficient to protect the Corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.





Section 6.Representation of Shares of Other Corpora­tions.  The Chairman of the Board, the President, or any Vice President, or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the Corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the Corporation.  The authority granted to these officers to vote or represent on behalf of the Corporation any and all shares held by the Corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by any of these offi­cers.





Section 7.Construction and Definitions.  Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Code shall govern the construction of these By-Laws.  Without limiting the general­ity of this provision, the singular number includes the plu­ral, the plural includes the singular, and the term “person” includes both a corporation and a natural person.




ARTICLE VIII





AMENDMENTS





Section 1.Amendment by Shareholders.  New By-laws may be adopted or these By-Laws 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.





Section 2.Amendment by Directors.  Subject to the rights of the shareholders as provided in Section 1 of this Article VIII, a By-Law, other than a By-Law or an amendment of a By-Law changing the authorized number of directors, may be adopted, amended or repealed by the Board of Directors.




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ARTICLE IX





EXCULPATION OF DIRECTORS; INDEMNIFICATION OF DIRECTORS,


OFFICERS, EMPLOYEES AND OTHER AGENTS





Section 1.Limited Liability of Directors.  The liabil­ity of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.





Section 2.Indemnification.  The Corporation (i) shall indemnify its directors and officers and (ii) may indemnify any person who was a director or officer of the Corporation or is or was an employee or other agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a pre­decessor corporation of the Corporation or of another enter­prise at the request of such predecessor corporation, for breach of duty to the Corporation and its shareholders, in each case to the fullest extent permissible under California law.  No amendment or repeal of this provision shall affect the obligation of the Corporation to indemnify its directors and officers with respect to any matter arising out of or related to any events that occurred prior to such amendment or repeal.






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