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                                   EXHIBIT 3.5

                                    BYLAWS OF
                    SAN DIEGO SOCCER DEVELOPMENT CORPORATIOIN






























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                                   BY LAWS OF
                    SAN DIEGO SOCCER DEVELOPMENT CORPORATION
                           (A CALIFORNIA CORPORATION)


                                    ARTICLE I
                             SHAREHOLDERS' MEETINGS

SECTION 1.   TIME. An annual meeting for the election of directors and for the
transaction of any other proper business and any special meeting shall be held
on the date and at the time as the Board of Directors shall from time to time
fix.

Time of Meeting: 10:00 o'clock a.m.       Date of Meeting:  The 29th day of
                                                            August, 1997

SECTION 2.   PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of California, as the Directors may, from
time to time, fix. Whenever the Directors shall fail to fix such place, the
meetings shall be held at the principal executive office of the corporation.

SECTION 3.   CALL. Annual meetings may be called by the Directors, by the
Chairman of the Board, if any, Vice Chairman of the Board, if any, the
President, if any, the Secretary, or by any officer instructed by the
Directors to call the meeting. Special meetings may be called in like manner
and by the holders of shares entitled to cast not less than ten percent of the
votes at the meetings being called.

SECTION 4.   NOTICE. Written notice stating the place, day and hour of each
meeting, and, in the case of a special meeting, the general nature of the
business to be transacted or, in the case of an Annual Meeting, those matters
which the Board of Directors, at the time of mailing of the notice, intends to
present for action by the shareholders, shall be given not less than ten days
(or not less than any such other minimum period of days as may be prescribed
by the General Corporation Law) or more than sixty days (or more than any such
maximum period of days as may be prescribed by the General Corporation Law)
before the date of the meeting, by mail, personally, or by other means of
written communication, charges prepaid by or at the direction of the
Directors, the President, if any, the Secretary or the officer or persons
calling the meeting, addressed to each shareholder at his address appearing on
the books of the corporation or given by him to the corporation for the
purpose of notice, or, if no such address appears or is given, at the place
where the principal executive office of the corporation is located or by
publication at least once in a newspaper of general circulation in the county
in which the said principal executive office is located. Such notice shall be
deemed to be delivered when deposited in the United States mail with first
class postage thereon prepaid, or sent by other means of written communication
addressed to the shareholder at his address as it appears on the stock
transfer books of the corporation. The notice of any meeting at which
directors are to be elected shall include the names of nominees intended at
the time of notice to be presented by management for election. At an annual
meeting of shareholders, any matter relating to the affairs of the
corporation, whether or not stated in the notice of the meeting, may be
brought up for action except matters which the General Corporation Law
requires to be stated in the notice of the meeting. The notice of any annual
or special meeting shall also include, or be accompanied by, any additional
statements, information, or documents


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prescribed by the General Corporation Law. When a meeting is adjourned to
another time or place, notice of the adjourned meeting need not be given if
the time and place thereof are announced at the meeting at which the
adjournment is taken; provided that, if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each shareholder. At the adjourned meeting, the corporation
may transact any business which might have been transacted at the original
meeting.

SECTION 5.   CONSENT. The transaction of any meeting, 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 is present and if, either
before or after the meeting, each of the shareholders or his proxy signs a
written wavier of notice or a consent to the holding of the meeting or an
approval of the minutes thereof. All such waivers, consents and 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 constitutes a wavier of notice of
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 the attendance at a meeting shall not constitute a
waiver of any right to object to the consideration of matters required by the
General Corporation Law to be included in the notice if such objection is
expressly made at the meeting. Except as otherwise provided in subdivision (f)
of Section 601 of the General Corporation Law, neither the business to be
transacted at nor the purpose of any regular or special meeting need be
specified in any written waiver of notice.

SECTION 6.   CONDUCT OF MEETING. Meetings of the shareholders shall be
presided over by one of the following officers in the order of seniority and
if present and acting -- the Chairman of the Board, if any, the Vice-Chairman
of the Board, if any, the President, if any, a Vice-President, or, if none of
the foregoing is in office and present and acting, by a chairman to be chosen
by the shareholders. The Secretary of the corporation, or in his absence, an
Assistant Secretary, shall act as secretary of every meeting, but, if neither
the Secretary nor an Assistant Secretary is present, the Chairman of the
meeting shall appoint a secretary of the meeting.

SECTION 7.   PROXY REPRESENTATION. Every shareholder may authorize another
person or persons to act as his proxy at a meeting or by written action. No
proxy shall be valid after the expiration of eleven months from the date of
its execution unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the person executing it prior to the vote or
written action pursuant thereto, except as otherwise provided by the General
Corporation Law. As used herein, a "proxy" shall be deemed to mean a written
authorization signed by a shareholder or a shareholder's attorney in fact
giving another person or persons power to vote or consent in writing with
respect to the shares of such shareholder, and "Signed" as used herein shall
be deemed to mean the placing of such shareholder's name on the proxy, whether
by manual signature, typewriting, telegraphic transmission or otherwise by
such shareholder or such shareholder's attorney in fact. Where applicable, the
form of any proxy shall comply with the provisions of Section 604 of the
General Corporation Law.

SECTION 8.   INSPECTORS - APPOINTMENT. In advance of any meeting, the Board of
Directors may appoint inspectors of election to act at the meeting and any
adjournment thereof. If inspectors of election are not so appointed, or, if
any persons so appointed fail to appear or refuse to act, the Chairman of any
meeting of shareholders may, and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election, or persons to
replace any of those who so fail or refuse, at the meeting. The number of
inspectors shall be either one or three. If appointed


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at a meeting on the request of one or more shareholders or proxies, the
majority of shares represented shall determine whether one or three inspectors
are to be appointed. The inspectors of election shall determine the number of
shares outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum, the authenticity, validity, and effect of
proxies, receive votes, ballots, if any, or consents, hear and determine all
challenges and questions in any way arising in connection with the right to
vote, count and tabulate all votes or consents, determine when the polls shall
close, determine the result, and do 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 shall
be effective in all respects as the decision, act, or certificate of all.

SECTION 9.   SUBSIDIARY CORPORATIONS. Shares of this corporation owned by a
subsidiary shall not be entitled to vote on any matter. A subsidiary for these
purposes is defined as a corporation, the shares of which possessing more than
25% of the total combined voting power of all classes of shares entitled to
vote, are owned directly or indirectly through one or more subsidiaries.

SECTION 10.  RUM; VOTE; WRITTEN CONSENT. The holders of a majority of the
voting shares shall constitute a quorum at a meeting of shareholders for the
transaction of any 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. In the
absence of a quorum, any meeting of shareholders may be adjourned from time to
time by the vote of a majority of the shares represented thereat, but no other
business may be transacted except as hereinbefore provided.

             In the election of directors, a plurality of the votes cast shall
elect. No shareholder shall be entitled to exercise the right of cumulative
voting at a meeting for the election of directors unless the candidate's name
or the candidate's names have been placed in nomination prior to the voting
and the shareholder has given notice at the meeting 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 such candidates in nomination.

             Except as otherwise provided by the General Corporation Law, the
Articles of Incorporation or these By-Laws, any action required or permitted
to be taken at a meeting at which a quorum is present shall be authorized by
the affirmative vote of a majority of the shares represented at the meeting.

             Except in the election of directors by written consent in lieu of
a meeting, and except as may otherwise be provided by the General Corporation
Law, the Articles of Incorporation or these By-Laws, any action which may be
taken at any annual or special meeting may be taken without a meeting and
without prior notice, if a consent in writing, setting forth the action so
taken, shall be signed by holders of shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Directors may not be elected by written consent except by unanimous written
consent of all shares entitled to vote for the election of directors. Notice
of any shareholder approval pursuant to Section 310, 317, 1201 or 2007 without
a meeting by less than unanimous written consent shall be given at least ten
days before the consummation of


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the action authorized by such approval, and prompt notice shall be given of
the taking of any other corporate action approved by shareholders without a
meeting by less than unanimous written consent to those shareholders entitled
to vote who have not consented in writing.

SECTION 11.  BALLOT.  Elections of directors at a meeting need not be by
ballot unless a shareholder demands election by ballot at the election and
before the voting begins. In all other matters, voting need not be by ballot.

SECTION 12.  SHAREHOLDERS' AGREEMENTS. Notwithstanding the above provisions in
the event this corporation elects to become a close corporation, an agreement
between two or more shareholders thereof, if in writing and signed by the
parties thereof, may provide that in exercising any voting rights the shares
held by them shall be voted as provided therein or in Section 706, and may
otherwise modify these provisions as to shareholders' meetings and actions.

                                   ARTICLE II
                               BOARD OF DIRECTORS

SECTION 1.   FUNCTIONS. The business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by or under the direction
of its Board of Directors. The Board of Directors may delegate the management
of the day-to-day operation 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 of Directors. The Board of Directors shall
have authority to fix the compensation of directors for services in any lawful
capacity.

             Each director shall exercise such powers and otherwise perform
such duties in good faith, in the manner such director believes to be in the
best interests of the corporation, and with care, including reasonable
inquiry, using ordinary prudence, as a person in a like position would use
under similar circumstances. (Section 309).

SECTION 2.   EXCEPTION FOR CLOSE CORPORATION. Notwithstanding the provisions
of Section 1, in the event that this corporation shall elect to become a close
corporation as defined in Section 186, its shareholders may enter into a
Shareholders' Agreement as provided in Section 300(b). Said Agreement may
provide for the exercise of corporate powers and the management of the
business and affairs of this corporation by the shareholders, provided however
such agreement shall, to the extent and so long as the discretion or the
powers of the Board in its management of corporate affairs is controlled by
such agreement, impose upon each shareholder who is a party thereof, liability
for managerial acts performed or omitted by such person pursuant thereto
otherwise imposed upon Directors as provided in Section 300(d).

SECTION 3.   QUALIFICATIONS AND NUMBER. A director need not be a shareholder
of the corporation, a citizen of the United States, or a resident of the State
of California. The authorized number of directors constituting the Board of
Directors until further changed shall be two. Thereafter, the authorized
number of directors constituting the Board shall be at least three provided
that, whenever the corporation shall have only two shareholders, the number of
directors may be at least two, and, whenever the corporation shall have only
one shareholder, the number of directors may be at least one. Subject to the
foregoing provisions, the number of directors may be changed from time to time
by an amendment of these By-Laws adopted by the shareholders. Any


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such amendment reducing the number of directors to fewer than five cannot be
adopted if the votes cast against its adoption at a meeting or the shares not
consenting in writing in the case of action by written consent are equal to
more than sixteen and two-thirds percent of the outstanding shares. No
decrease in the authorized number of directors shall have the effect of
shortening the term of any incumbent director.

SECTION 4.   ELECTION AND TERM. The initial Board of Directors shall consist
of the persons elected at the meeting of the incorporator, all of whom shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified, or until their earlier resignation
or removal from office. Thereafter, directors who are elected to replace any
or all of the members of the initial Board of Directors or who are elected at
an annual meeting of shareholders, and directors who are elected in the
interim to fill vacancies, shall hold office until the next annual meeting of
shareholders and until their successors have been elected and qualified, or
until their earlier resignation, removal from office, or death. In the interim
between annual meetings of shareholders or of special meetings of shareholders
called for the election of directors, any vacancies in the Board of Directors,
including vacancies resulting from an increase in the authorized number of
directors which have not been filled by the shareholders, including any other
vacancies which the General Corporation Law authorizes directors to fill, and
including vacancies resulting from the removal of directors which are not
filled at the meeting of shareholders at which any such removal has been
effected, if the Articles of Incorporation or a By-Law adopted by the
shareholders so provides, may be filled by the vote of a majority of the
directors then in office or of the sole remaining director, although less than
a quorum exists. Any director may resign effective upon giving written notice
to the Chairman of the Board, if any, the President the Secretary or the Board
of Directors, unless the notice specifies a later time for the effectiveness
of such resignation. If the resignation is effective at a future time, a
successor may be elected to the office when the resignation becomes effective.

             The shareholders may elect a director at any time to fill any
vacancy which the directors are entitled to fill, but which they have not
filled. Any such election by written consent shall require the consent of a
majority of the shares.

SECTION 5.   INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. The
corporation may indemnify any Director, Officer, agent or employee as to those
liabilities and on those terms and conditions as are specified in Section 317.
In any event, the corporation shall have the right to purchase and maintain
insurance on behalf of any such persons whether or not the corporation would
have the power to indemnify such person against the liability insured against.

SECTION 6.   MEETINGS.

             TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.

             PLACE. Meetings may be held at any place, within or without the
State of California, which has been designated in any notice of the meeting,
or, if not stated in said notice, or, if there is no notice given, at the
place designated by resolution of the Board of Directors.


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             CALL.  Meetings may be called by the Chairman of the Board, if
any and acting, by the Vice Chairman of the Board, if any, by the President,
if any, by any Vice President or Secretary, or by any two directors.

             NOTICE AND WAIVER THEREOF. No notice shall be required for
regular meetings for which the time and place have been fixed by the Board of
Directors. Special meetings shall be held upon at least four days' notice by
mail or upon at least forty-eight hours' notice delivered personally or by
telephone or telegraph. Notice of a meeting need not be given to any director
who signs a waiver of notice, whether before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to such director. A notice or waiver of notice need not
specify the purpose of any regular or special meeting of the Board of
Directors.

SECTION 7.   SOLE DIRECTOR PROVIDED BY ARTICLES OF INCORPORATION. In the event
only one director is required by the By-Laws or Articles of Incorporation,
then any reference herein to notices, waivers, consents, meetings or other
actions by a majority or quorum of the directors shall be deemed to refer to
such notice, waiver, etc., by such sole director, who shall have all the
rights and duties and shall be entitled to exercise all of the powers and
shall assume all the responsibilities otherwise herein described as given to a
Board of Directors.

SECTION 8.   QUORUM AND ACTION A majority of the authorized number of
directors shall constitute a quorum except when a vacancy or vacancies
prevents such majority, whereupon a majority of the directors in office shall
constitute a quorum, provided such majority shall constitute at least either
one-third of the authorized number of directors or at least two directors,
whichever is larger, or unless the authorized number is only one. A majority
of the directors present, whether or not a quorum is present, may adjourn any
meeting to another time and place. If the meeting is adjourned for more than
twenty-four hours, notice of any adjournment to another time or place shall be
given prior to the time of the adjourned meeting to the directors, if any, who
were not present at the time of the adjournment. Except as the Articles of
Incorporation, these By-Laws and the General Corporation Law may otherwise
provide, the 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 the act
of the Board of Directors. Members of the Board of Directors may participate
in a meeting through use of conference telephone or similar communications
equipment, so long as all members participating in such meeting can hear one
another, and participation by such use shall be deemed to constitute presence
in person at any such meeting.

             A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, provided that
any action which may be taken is approved by at least a majority of the
required quorum for such meeting.

SECTION 9.   CHAIRMAN OF THE MEETING.  The Chairman of the Board, if any and
if present and acting, the Vice Chairman of the Board, if any and if present
and acting, shall preside at all meetings. Otherwise, the President, if any
and present and acting, or any director chosen by the Board, shall preside.

SECTION 10.  REMOVAL OF DIRECTORS. The entire Board of Directors or any
individual director may be removed from office without cause by approval of
the holders of at least a majority of the shares provided, that unless the
entire Board is removed, an individual director shall not be removed when the
votes cast against such removal, or not consenting in writing to such removal,


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would be sufficient to elect such director if voted cumulatively at an
election of directors at which the same total number of votes were cast, or,
if such action is taken by written consent, in lieu of a meeting, 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. If
any or all directors are so removed, new directors may be elected at the same
meeting or by such written consent. The Board of Directors may declare vacant
the office of any director who has been declared of unsound mind by an order
of court or convicted of a felony.

SECTION 11.  COMMITTEES. The Board of Directors, by resolution adopted by a
majority of the authorized number of directors, may designate one or more
committees, each consisting of two or more directors to serve at the pleasure
of the Board of Directors. The Board of Directors may designate one or more
directors as alternate members of any such committee, who may replace any
absent member at any meeting of such committee. Any such committee, to the
extent provided in the resolution of the Board of Directors, shall have all
the authority of the Board of Directors except such authority as may not be
delegated by the provisions of the General Corporation Law.

SECTION 12.  INFORMAL ACTION. 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, a consent to holding 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.

SECTION 13.  WRITTEN ACTION. Any action required or permitted to be taken may
be taken without a meeting if all of the members of the Board of Directors
shall individually or collectively consent in writing to such action. Any 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 force and
effect as a unanimous vote of such directors.

                                   ARTICLE III
                                    OFFICERS

SECTION 1.   OFFICERS. The officers of the corporation shall be a Chairman of
the Board or a President or both, a Secretary and a Chief Financial Officer.
The corporation may also have, at the discretion of the Board of Directors,
one or more Vice Presidents, one or more Assistant Secretaries and such other
officers as may be appointed in accordance with the provisions of Section 3 of
this Article. One person may hold two or more offices.

SECTION 2.   ELECTION. 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 shall be chosen annually by the Board of Directors, and each
shall hold his office until he shall resign or shall be removed or otherwise
disqualified to serve, or his successor shall be elected and qualified.

SECTION 3.   SUBORDINATE OFFICERS, ETC. The Board of Directors may 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.


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SECTION 4.   REMOVAL AND RESIGNATION. Any officer may be removed, either with
or without cause, by a majority of the directors at the time in office, at any
regular or special meeting of the Board or, except in case of an officer
chosen by the Board of Directors, by any officer upon whom such power of
removal may be conferred by the Board of Directors.

             Any officer may resign at any time by giving written notice to
the Board of Directors, or to the President, or to the Secretary of the
corporation. Any such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary
to make it effective.

SECTION 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 the By-Laws for regular appointments to such office.

SECTION 6.   CHAIRMAN OF THE BOARD.  The Chairman of the Board, if there shall
be such an officer, shall, if present, preside at all meetings of the Board of
Directors or prescribed by the By-Laws.

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 officers of the
corporation. He shall preside at all meetings of the shareholders and in the
absence of the Chairman of the Board, or if there be none, at all meetings of
the Board of Directors. He shall be ex officio a member of all the standing
committees, including the Executive committee, if any, and shall have the
general powers and duties of management usually vested in the office of
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 PRESIDENT. In the absence or disability of the President,
the Vice Presidents, in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of, and be subject to, all the restrictions upon,
the President. The Vice Presidents shall have such other powers and perform
such other duties as from time to time may be prescribed for them respectively
by the Board of Directors of the By-Laws.

SECTION 9.   SECRETARY. The Secretary shall keep, or cause to be kept, a book
of minutes at the principal office or such other place as the Board of
Directors may order, of all meetings of Directors and Shareholders, with the
time and place of holding, whether regular or special, and if special, how
authorized, the notice thereof given, the names of those present at Directors'
meetings, the number of shares present or represented at Shareholders'
meetings and the proceedings thereof.

             The Secretary shall keep, or cause to be kept, at the principal
office or at the office of the corporation's transfer agent, a share register,
or duplicate share register, showing the names of the shareholders and their
addresses; the number and classes of shares held by each; the number and date
of certificates issued for the same; and the number and date of cancellation
of every certificate surrendered for cancellation.


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

SECTION 10.  CHIEF FINANCIAL OFFICER. This officer shall keep and maintain, or
cause to be kept and maintained in accordance with generally accepted
accounting principles, adequate and correct accounts of the properties and
business transactions of the corporation, including amounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, earnings (or
surplus) and shares. The books of account shall at all reasonable times be
open to inspection by any director.

             This 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 shall disburse the funds of the
corporation as may be ordered by the Board of Directors, shall render to the
President and directors, whenever they request it, an account of all his
transactions 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.

                                   ARTICLE IV
                      CERTIFICATES AND TRANSFERS OF SHARES

SECTION 1.   CERTIFICATES FOR SHARES. Each certificate for shares of the
corporation shall set forth therein the name of the record holder of the
shares represented thereby, the number of shares and the class or series of
shares owned by said holder, the par value, if any, of the shares represented
thereby, and such other statements, as applicable, prescribed by Sections 416
- 419, inclusive, and other relevant Sections of the General Corporation Law
of the State of California (the "General Corporation Law") and such other
statements, as applicable, which may be prescribed by the Corporate Securities
Law of the State of California and any other applicable provision of the law.
Each such certificate issued shall be signed in the name of the corporation by
the Chairman of the Board of Directors, if any, or the Vice Chairman of the
Board of Directors, if any, the President, if any, or a Vice President, if
any, and by the Chief Financial Officer or an Assistant Treasurer or the
Secretary or an Assistant Secretary. Any or all of the signatures on a
certificate for shares may be a facsimile. In case any officer, transfer agent
or registrar who has signed or whose facsimile signature has been placed upon
a certificate for shares 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.

             In the event that the corporation shall issue the whole or any
part of its shares as partly paid and subject to call for the remainder of the
consideration to be paid therefor, any such certificate for shares shall set
forth thereon the statements prescribed by Section 409 of the General
Corporation Law.

SECTION 2.   LOST OR DESTROYED CERTIFICATES FOR SHARES. The corporation may
issue a new certificate for shares or for any other security in the place of
any other certificate theretofore issued by it, which is alleged to have been
lost, stolen or destroyed. As a condition to such issuance, the corporation
may require any such owner of the allegedly lost, stolen or destroyed


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certificate or any such owner's legal representative to give the corporation 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 any such certificate or the issuance
of such new certificate.

SECTION 3.   SHARE TRANSFERS. Upon compliance with any provisions of the
General Corporation Law and/or the Corporate Securities Law of 1968 which may
restrict the transferability of shares, transfers of shares of the corporation
shall be made only on the record of shareholders of the corporation by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the corporation or with
a transfer agent or a registrar, if any, and on surrender of the certificate
or certificates for such shares properly endorsed and the payment of all
taxes, if any, due thereon.

SECTION 4.   RECORD DATE FOR SHAREHOLDERS. In order that the corporation may
determine the shareholders entitled to notice of any meeting or to vote or be
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, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty days or fewer than ten days prior to the
date of such meeting or more than sixty days prior to any other action.

             If the Board of Directors shall not have fixed a record date as
aforesaid, 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; the record date for determining shareholders
entitled to give consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors has been taken, shall be the
day on which the first written consent is given; and the record date for
determining shareholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto, or the sixtieth day prior to the day of such other action,
whichever is later.

             A determination of shareholders of record entitled to notice of
or to vote at a meeting of shareholders shall apply to any adjournment of the
meeting unless the Board of Directors fixes a new record date for the
adjourned meeting, but the Board of Directors shall fix a new record date if
the meeting is adjourned for more than forty-five days from the date set for
the original meeting.

             Except as may be otherwise provided by the General Corporation
Law, shareholders on the record date shall be entitled to notice and to vote
or to receive any 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.

SECTION 5.   REPRESENTATION OF SHARES IN OTHER CORPORATIONS. Shares of other
corporations standing in the name of this corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the
corporation by the Chairman of the Board, the President or any Vice President
or any other person authorized by resolution of the Board of Directors.


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<PAGE>

SECTION 6.   MEANING OF CERTAIN TERMS. As used in these By-Laws in respect of
the right to notice of a meeting of shareholders or a waiver thereof or to
participate or vote thereat or to assent or consent or dissent in writing in
lieu of a meeting, as the case may be, the term "share" or "shares" or
"shareholders" refers to an outstanding share or shares and to a holder or
holders of record or outstanding shares when the corporation is authorized to
issue only one class of shares, and said reference is also intended to include
any outstanding share or shares and any holder or holders of record of
outstanding shares of any class upon which or upon whom the Articles of
Incorporation confer such rights where there are two or more classes or series
of shares or upon which or upon whom the General Corporation Law confers such
rights notwithstanding that the Articles of Incorporation may provide for more
than one class or series of shares, one or more of which are limited or denied
such rights thereunder.

SECTION 7.   CLOSE CORPORATION CERTIFICATES.  All certificates representing
shares of this corporation, in the event it shall elect to become a close
corporation, shall contain the legend required by Section 418(c).

                                    ARTICLE V
               EFFECT OF SHAREHOLDERS' AGREEMENT-CLOSE CORPORATION

             Any Shareholders' Agreement authorized by Section 300(b) shall
only be effective to modify the terms of these By-Laws if this corporation
elects to become a close corporation with appropriate filing of or amendment
to its Articles as required by Section 202 and shall terminate when this
corporation ceases to be a close corporation. Such an agreement cannot waive
or alter Sections 158 (defining close organizations), 202 (requirements of
Articles of Incorporation), 500 and 501 relative to distributions, 111
(merger), 1201(e) (reorganization) or Chapters 15 (Records and Reports, 16
(Rights of Inspection), 18 (Involuntary Dissolution) or 22 (Crimes and
Penalties). Any other provisions of the Code or these By-Laws may be altered
or waived thereby, but to the extent they are not so altered or waived, these
By-Laws shall be applicable.

                                   ARTICLE VI
                CORPORATE CONTRACTS AND INSTRUMENTS-HOW EXECUTED

             The Board of Directors, except as in the By-Laws otherwise
provided, 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. Such authority may be general or confined to specific
instances. Unless so authorized by the Board of Directors, no officer, agent
or employee shall have any power or authority to bind the corporation by any
contract or agreement, or to pledge its credit, or to render it liable for any
purposes or any amount, except as provided in Section 313 of the Corporations
Code.

                                   ARTICLE IV
                              CONTROL OVER BY-LAWS

             After the initial By-Laws of the corporation shall have been
adopted by the incorporator or incorporators of the corporation, the By-Laws
may be amended or repealed or new By-Laws may be adopted by the shareholders
entitled to exercise a majority of the voting power or by the Board of
Directors; provided, however, that the Board of Directors shall have no
control over any By-Law which fixes or changes the authorized number of
directors of the corporation;


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<PAGE>

provided, further, than any control over the By-Laws herein vested in the
Board of Directors shall be subject to the authority of the aforesaid
shareholders to amend or repeal the By-Laws or to adopt new By-Laws; and
provided further that any By-Law amendment or new By-Law which changes the
minimum number of directors to fewer than five shall require authorization by
the greater proportion of voting power of the shareholders as hereinbefore set
forth.

                                  ARTICLE VIII
                       BOOKS AND RECORDS - STATUTORY AGENT

SECTION 1.   RECORDS: STORAGE AND INSPECTION. The corporation shall keep at
its principal executive office in the State of California, or, if its
principal executive office is not in the State of California, 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,
if the corporation has no principal business office in the State of
California, it shall upon request of any shareholder furnish a copy of the
By-Laws as amended to date.

             The corporation shall keep adequate and correct books and records
of account and shall keep minutes of the proceedings of its shareholders,
Board of Directors and committees, if any, of the Board of Directors. The
corporation shall keep at its principal executive office, or at the office of
its transfer agent or registrar, a record of its shareholders, giving the
names and addresses of all shareholders and the number and class of shares
held by each. Such minutes shall be in written form. Such other books and
records shall be kept either in written form or in any other form capable of
being converted into written form.

SECTION 2.   RECORD OF PAYMENTS. 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 shall be determined from time to time by
resolution of the Board of Directors.

SECTION 3.   ANNUAL REPORT. Whenever the corporation shall have fewer than one
hundred shareholders, the Board of Directors shall not be required to cause to
be sent to the shareholders of the corporation the annual report prescribed by
Section 1501 of the General Corporation Law unless it shall determine that a
useful purpose would be served by causing the same to be sent or unless the
Department of Corporations, pursuant to the provisions of the Corporate
Securities Law of 1968, shall direct the sending of the same.

SECTION 4.   AGENT FOR SERVICE.  The name of the agent for service of process
within the State of California is:


                       LESLIE ANN GRIESBAUM
                       5465 Morehouse Drive, Suite 190
                       San Diego, CA 92121



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<PAGE>




                       CERTIFICATE OF ADOPTION OF BY-LAWS

ADOPTION BY INCORPORATOR(S) OR FIRST DIRECTOR(S)

                  The undersigned person(s) appointed in the Articles of
Incorporation to act as the Incorporator(s) or First Director(s) of the
above-named corporation hereby adopt the same as the By-Laws of said
corporation.

                  Executed this 29th day of August, 1997.


                                          /s/ Yan Skwara
                                         -----------------------------------
                                         Yan Skwara















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