BYLAWS

                                       OF

                              SJNB FINANCIAL CORP.
                               (Amended 2/23/2000)

                                    ARTICLE I

                                     Offices


Section 1. Principal  Office.  The Board of Directors  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. Branch or other subordinate offices may at any time be
established by the Board at such other places as it deems appropriate.

                                   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 any 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 on
the 4th Wednesday of May of each year at 10:00 a.m.., or such other date or such
other time as may be fixed by the Board of Directors. However, if this day falls
on a legal holiday, then the meeting shall be held at the same time and place on
the next  succeeding  full  business day. At this  meeting,  directors  shall be
elected,  and any other proper business within the power of the shareholders may
be transacted.

Section 3. Special Meetings.  Special meetings of the shareholders may be called
at any time by the Board,  the Chairman of the Board,  the President,  or by the
holders of shares  entitled to cast not less than ten percent (10%) of the votes
at such meeting.  If a special  meeting is called by any person or persons other
than the Board 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 by  registered  mail 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 that a meeting will be held at a time
requested  by the person or persons  calling the  meeting,  not less than 35 nor
more than 60 days after the receipt of the  request.  If the notice is not given
within 20 days after  receipt of the request,  the person or persons  requesting
the meeting may give the notice. Nothing in this paragraph shall be construed as
limiting,  fixing or affecting the time when a meeting of shareholders called by
action of the Board of Directors may be held.

Section 4. Notice of Meetings.  Written notice,  in accordance with Section 5 of
this  Article II, of each  annual or special  meeting of  shareholders  shall be
given not less than 10 nor more than 60 days  before the date of the  meeting to
each  shareholder  entitled to vote thereat.  Such notice shall state the place,
date,  and hour of the  meeting  and (a) in the case of a special  meeting,  the
general  nature of the business to be  transacted,  and no other business may be
transacted,  or (b) in the case of the annual  meeting,  those matters which the
Board,  at the time of the mailing of the notice,  intends to present for action
by the  shareholders,  but,  subject to the  provisions of  applicable  law, any
proper matter may be presented at the meeting for such action. The notice of any
meeting at which directors are to be elected shall include the names of nominees
intended at the time of the notice to be presented by management for election.

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

Section 5. Manner of Giving Notice.  Notice of a shareholders'  meeting shall be
given either  personally or by first-class  mail or telegraphic or other written
communication,  charges prepaid,  addressed to the shareholder at the address of
that  shareholder  appearing  on the  books of the  corporation  or given by the
shareholder  to the  corporation  for the purpose of notice.  If no such address
appears on the corporation's  books or is given,  notice shall be deemed to have
been given if sent to that  shareholder  by  first-class  mail or telegraphic or
other  written  communication  to  the  corporation's  principal  office  or  if
published at least once in a newspaper of general  circulation  in the county of
which 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 telegram or
other means of written communication.  An affidavit of mailing or other means of
giving any  notice in  accordance  with the above  provisions,  executed  by the
Secretary,  Assistant  Secretary  or other  transfer  agent shall be prima facie
evidence of the giving of the notice or report.

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 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  transact  business
until  adjournment,  notwithstanding  the withdrawal of enough  shareholders  to
leave less than a quorum,  if any  action  taken  (other  than  adjournment)  is
approved by at least a majority of the shares required to constitute a quorum.

Section 7. Adjourned  Meeting and Notice  Thereof.  Any  shareholders'  meeting,
whether or not a quorum is present,  may be  adjourned  from time to time by the
vote of a majority  of the shares,  the  holders of which are either  present in
person or represented  by proxy thereat,  but in the absence of a quorum (except
as provided in Section 6 of this Article) no other business may be transacted at
such meeting.

When any meeting of  shareholders,  either  annual or special,  is  adjourned to
another time or place,  notice need not be given of the adjourned meeting if the
time and place are announced at the meeting at which the  adjournment  is taken.
However,  when any shareholders' meeting is adjourned for more than 45 days from
the date set for the original  meeting,  or, if after  adjournment  a new record
date is fixed for the adjourned  meeting,  notice of the adjourned meeting shall
be given as in the case of an original  meeting.  At any  adjourned  meeting the
corporation  may  transact any business  which may have been  transacted  at the
original meeting.

Section 8. Voting. The shareholders entitled to notice of any meeting or to vote
at any such  meeting  shall be only  persons in whose name  shares  stand on the
stock  records of the  corporation  on the record date  determined in accordance
with Section 10 of this Article.

Voting  shall in all cases be subject to the  provisions  of Section 702 through
704,  inclusive,  of the California General  Corporation Law (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 or ballot;  provided,  however,  that any
election for directors must be by ballot if demanded by any  shareholder  before
the voting has begun.  On any matter  other than  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  (other than
the election of directors),  but, if the shareholder fails to specify the number
of shares which the shareholder is voting affirmatively, it will be conclusively
presumed  that the  shareholder's  approving  vote is with respect to all shares
that  the  shareholder  is  entitled  to  vote.  If a  quorum  is  present,  the
affirmative  vote of the majority of the shares  represented  at the meeting and
entitled to vote on any matter (other than the election of  directors)  shall be
the act of the  shareholders,  unless the vote of a greater  number or voting by
classes is required by the California General Corporation Law or by the Articles
of Incorporation.

No  shareholder  shall be  entitled  to  cumulate  votes  for any  candidate  or
candidates.

In any election of directors,  the  candidates  receiving the highest  number of
votes of the shares  entitled to be voted for them up to the number of directors
to be elected, shall be elected.

Section 9.  Nominations for Directors.  Nominations for election to the Board of
Directors may be made by the Board or by any shareholder entitled to vote in the
election of directors. Nominations, other than those made by or on behalf of the
existing  management of the  corporation,  shall be made in writing and shall be
mailed or delivered to the  President of the  corporation  not less than 14 days
nor more  than 50 days  prior to any  meeting  of  shareholders  called  for the
election of directors;  provided,  however, that if less than 21 days' notice of
the  meeting  is given to  shareholders,  such  nomination  shall be  mailed  or
delivered  to the  President  of the  corporation  not  later  than the close of
business on the seventh  day  following  the date on which the notice of meeting
was mailed.  Such written nomination shall include the following  information to
the extent known to the nominating shareholder: (a) the name and address of each
proposed nominee; (b) the principal occupation of each proposed nominee; (c) the
total number of voting shares that will be voted for each proposed nominee;  (d)
the name and residence address of the nominating shareholder; and (e) the number
of  shares  of  voting  stock  of  the  corporation   owned  by  the  nominating
shareholder. Nominations not made in accordance herewith may, in his discretion,
be disregarded by the Chairman of the meeting,  and upon his  instructions,  the
inspectors of election may disregard all votes cast for each such nominee.

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

If no  record  date is fixed  by the  Board,  the  record  date for  determining
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the business day next preceding the date on which
the  meeting  is held.  The record  date for  determining  shareholders  for any
purpose  other than set forth in this  Section 10 or Section 12 of this  Article
shall be at the  close of  business  of the day on which the  Board  adopts  the
resolution  relating  there-to,  or the  sixtieth  day prior to the date of such
other action, whichever is later.

Section  11.  Consent  of  Absentees.   The   transactions  of  any  meeting  of
shareholders,  however  called and noticed,  and wherever  held, are as valid as
though had at a meeting duly held after regular call and notice,  if a quorum is
present  either  in  person  or by  proxy,  and if,  either  before or after the
meeting,  each of the  persons  entitled  to vote,  not  present in person or by
proxy,  signs a waiver of notice,  or a consent to the holding of the meeting or
an approval of the minutes  thereof.  All such waivers,  consents,  or approvals
shall be filed with the  corporate  records or made a part of the minutes of the
meeting. Neither the business to be transacted at nor the purpose of any regular
or special  meeting of  shareholders  need be specified in any written waiver of
notice,  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.

Section  12.  Action by  Written  Consent  Without  a  Meeting.  Subject  to the
Corporation's  Articles  of  Incorporation  and  Section  603 of the  California
General  Corporation Law, any action which may be taken at any annual or special
meeting of shareholders  may be taken without a meeting and without prior notice
if a consent in  writing,  setting  forth the action so taken,  is signed by the
holders of the  outstanding  shares  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,  or their
proxies; provided,  however, that the board of directors of this corporation, by
resolution,  shall have previously  approved any such action.  All such consents
shall be filed with the Secretary of the  corporation and shall be maintained in
the corporate records.  Provided,  however,  that (1) unless the consents of all
shareholders  entitled to vote have been  solicited  in  writing,  notice of any
shareholder  approval  without a meeting by less than unanimous  written consent
shall be given,  as provided by Section  603(b) of the  California  Corporations
Code,  and (2) in the case of election  of  directors,  such a consent  shall be
effective only if signed by the holders of all  outstanding  shares  entitled to
vote  for  the  election  of  directors;  provided,  however,  that  subject  to
applicable  law, a director  may be elected at any time to fill a vacancy on the
Board 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.  Any written  consent may be revoked by a writing
received by the  Secretary  of the  corporation  prior to the time that  written
consents of the number of shares  required to authorize the proposed action have
been filed with the Secretary.

Unless a record  date for voting  purposes be fixed as provided in Section 10 of
the  Article,  the record  date for  determining  shareholders  entitled to give
consent  pursuant to this Section 12, when no prior action by the Board has been
taken, shall be the day on which the first written consent is given.

Section 13.  Proxies.  Every person  entitled to vote shares or execute  written
consents  has the right to do so  either  in  person  or by one or more  persons
authorized by a written proxy executed and dated by such  shareholder  and filed
with the Secretary of the  corporation  prior to the convening of any meeting of
the  shareholders  at which any such  proxy is to be used or prior to the use of
such written  consent.  A validly executed proxy which does not state that it is
irrevocable  continues in full force and effect unless (1) revoked by the person
executing it, before the vote pursuant  thereto,  by a writing  delivered to the
corporation  stating that the proxy is revoked or by a subsequent proxy executed
by,  or by  attendance  at the  meeting  and  voting in person  by,  the  person
executing  the proxy;  or (2) written  notice of the death or  incapacity of the
maker of the proxy is  received  by the  corporation  before  the vote  pursuant
thereto is counted;  provided,  however,  that no proxy shall be valid after the
expiration of 11 months from the date of its execution unless otherwise provided
in the proxy.

Section 14.  Inspectors of Election.  In advance of any meeting of shareholders,
the Board may appoint any persons  other than  nominees for office as inspectors
of election to act at such meeting and any adjournment thereof. If no inspectors
of election are so appointed,  or if any persons so appointed  fail to appear or
fail or refuse to act,  the Chairman of any such meeting may, and on the request
of any shareholder or shareholder's proxy shall,  appoint inspectors of election
at the meeting.  The number of inspectors  shall be either one (1) or three (3).
If  inspectors  are  appointed  at a  meeting  on the  request  of  one or  more
shareholders  or proxies,  the holders of a majority of shares or their  proxies
present  shall  determine  whether  one (1) or three  (3)  inspectors  are to be
appointed.

The duties of such  inspectors  shall be as prescribed by Section  707(b) of the
California General Corporation Law and shall include:  determining 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;  receiving  votes,  ballots or consents;  hearing and  determining  all
challenges  and questions in any arising in  connection  with the right to vote;
counting and tabulating all votes or consents,  determining when the polls shall
close;  determining the result;  and doing such acts as may be proper to conduct
the  election  or vote with  fairness  to all  shareholders.  If there are three
inspectors  of election,  the  decision,  act, or  certificate  of a majority is
effective in all respects as the decision, act, or certificate of all.

                                   ARTICLE III

                                    Directors

Section  1.  Powers.  Subject  to  the  provisions  of  the  California  General
Corporation Law and any limitations in the Articles of  Incorporation  and these
Bylaws 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.  The Board 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 without  prejudice to such general powers,  but subject to the same
limitations,  it is hereby  expressly  declared  that the Board  shall  have the
following powers in addition to the other powers enumerated in these Bylaws:

(a)  To select and remove all the other officers,  agents,  and employees of the
     corporation,  prescribe any powers and duties for them that are  consistent
     with law, or with the Articles or these Bylaws, fix their compensation, and
     require from them security for faithful service.

(b)  To conduct, manage, and control the affairs and business of the corporation
     and to make such rules and regulations  therefor not inconsistent with law,
     or with the Articles or these Bylaws, as they may deem best.

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

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

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

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

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

Section 2. Number and  Qualification  of  Directors.  The  authorized  number of
directors  shall be not less than nine (9) nor more than  seventeen  (17)  until
changed by an amendment to this Bylaw adopted by the vote or written  consent of
holders of a majority of the  outstanding  shares  entitled  to vote.  The exact
number of directors  shall be sixteen  (16),  until  changed,  within the limits
specified  above,  by a bylaw amending this Section 2, duly adopted by the Board
of Directors or by the shareholders.

No person  (except,  in respect to the  limitation in clause (a) below,  of this
Section  2.3, or any person who shall be a member of the Board of  Directors  of
this Corporation on the date these Bylaws shall be adopted) shall be a member of
the Board of Directors of this Corporation (a) who has not been a resident,  for
a period of at least one (1) year immediately prior to his election,  of a state
in which the Corporation or any of its subsidiaries  maintains an office, or (b)
who owns,  together with his family  residing with him,  directly or indirectly,
more than one percent (1%) of the outstanding shares of any banking corporation,
affiliate or subsidiary  thereof, or bank holding company engaged in business in
California, other than the Corporation or any of its subsidiaries or affiliates,
or (c) who is a director,  officer, employee, agent, nominee, or attorney of any
banking  corporation,  affiliate or subsidiary  thereof, or bank holding company
engaged in  business in  California,  other than the  Corporation  or any of its
subsidiaries or affiliates, or (d) who has or is the nominee of anyone who has a
contract,   arrangement  or  understanding  with  any  banking  corporation,  or
affiliate  or  subsidiary  thereof,  or bank  holding  company,  other  than the
Corporation  or any of its  subsidiaries  or  affiliates,  or with any  officer,
director,  employee,  agent, nominee,  attorney or other representative  thereof
that he will reveal or in any way utilize information  obtained as a director or
that he will, directly or indirectly,  attempt to effect or encourage any action
of the Corporation.

Section 3. Election and Term of Office.  In the event that the authorized number
of directors shall be fixed at nine (9) or more, the Board of Directors shall be
divided into three  classes,  designated  Class I, Class II and Class III.  Each
class shall consist of one-third of the  directors or as close an  approximation
as possible. The initial term of office of the directors of Class I shall expire
at the annual  meeting to be held during  fiscal year 2000,  the initial term of
office of the  directors  of Class II shall  expire at the annual  meeting to be
held during  fiscal year 2001 and the initial term of office of the directors of
Class III shall expire at the annual meeting to be held during fiscal year 2002.
At each annual  meeting,  commencing  with the annual  meeting to be held during
fiscal year 2000,  each of the  successors  to the  directors of the class whose
term  shall have  expired at such  annual  meeting  shall be elected  for a term
running until the third annual meeting next succeeding his or her election until
his or her successor  shall have been duly elected and  qualified.  In the event
that the authorized number of directors shall be fixed with at least six (6) but
less than nine (9),  the Board of  Directors  shall be divided into two classes,
designated  Class I and Class II.  Each class  shall  consist of one-half of the
directors or as close an approximation as possible. At each annual meeting, each
of the successors to the directors of the class whose term shall have expired at
such annual  meeting shall be elected for a term running until the second annual
meeting next succeeding his or her election and until his or her successor shall
have been duly elected and qualified.  Notwithstanding the rule that the classes
shall be as nearly equal in number of directors as possible, in the event of any
change in the authorized  number of directors,  each director then continuing to
serve as such shall nevertheless continue as a director of the class of which he
or she is a member until the  expiration  of his or her current  term, or his or
her prior death,  resignation or removal. At each annual election, the directors
chosen to succeed  those whose  terms then expire  shall be of the same class as
the directors they succeed,  unless, by reason of any intervening changes in the
authorized  number of directors,  the Board of Directors  shall designate one or
more directorships  whose term then expires as directorships of another class in
order more nearly to achieve  equality of number of directors among the classes.
This  section  only may be  amended  or  repealed  by  approval  of the Board of
Directors  and  the  outstanding  shares  (as  defined  in  Section  152  of the
California  General  Corporation Law) voting as a single class,  notwithstanding
Section 903 of the California General Corporation Law.

Section 4.  Vacancies.  Any director may resign  effective  upon giving  written
notice to the Chairman of the Board, the President, the Secretary, or the Board,
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 take office when the resignation becomes effective.

Vacancies in the Board may be filled by a majority of the  remaining  directors,
though less than a quorum, or by a sole remaining director, and each director so
elected  shall  hold  office  until  the next  annual  meeting  and  until  such
director's successor has been elected and qualified.  Provided,  however, that a
vacancy in the Board  existing as the result of a removal of a director  may not
be filled by the  directors,  unless  the  Articles  or a bylaw  adopted  by the
shareholders so provides.

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

The  shareholders  may elect a  director  or  directors  at any time to fill any
vacancy or vacancies not filled by the  directors.  Any such election by written
consent,  other than to fill a vacancy created by removal,  requires the consent
of a majority of the  outstanding  shares entitled to vote. Any such election by
written  consent to fill a vacancy  created by removal  requires  the  unanimous
consent of the  outstanding  shares  entitled to vote.  If the Board accepts the
resignation of a director tendered to take effect at a future time, the Board or
the  shareholders  shall have power to elect a successor to take office when the
resignation is to become effective.

Section 5. Place of Meeting.  Regular meetings of the Board shall be held at any
place within the State of California  which has been designated in the notice of
meeting or if there is no notice, at the principal office of the corporation, or
at a place  designated by  resolution of the Board or by the written  consent of
the Board.  Any regular or special  meeting is valid  wherever held if held upon
written  consent of all  members of the Board given  either  before or after the
meeting and filed with the Secretary of the corporation.

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

Other regular  meetings of the Board shall be held without  notice either on the
4th Wednesday of each month, at the hour of 8:30 a.m., or at such different date
and  time as the  Board  may  from  time to time  fix by  resolution;  provided,
however,  should said day fall upon a legal holiday  observed by the corporation
at its  principal  office,  the said meeting  shall be held at the same time and
place on the next  succeeding  full business day. Call and notice of all regular
meetings of the Board are hereby dispensed with.

Section 7. Special  Meetings.  Special  meetings of the Board for any purpose or
purposes may be called at any time by the Chairman of the Board,  the President,
or the Secretary or by any two directors.

Special  meetings  of the Board shall be held upon four days  written  notice by
mail or 24 hours notice delivered  personally or by telephone or telegraph or by
facsimile.  Any such notice shall be addressed or delivered to each  director at
such director's address as it is shown upon the records of the corporation or as
may have been given to the  corporation  by the  director for purposes of notice
or,  if  such   address  is  not  shown  on  such  records  or  is  not  readily
ascertainable, at the place in which the meetings of the directors are regularly
held. Such notice may, but need not, specify the purpose of the meeting, nor the
place if the meeting is to be held at the principal  office of the  corporation.
Notice of any meeting of the Board need not be given to any director who attends
the meeting without protesting either prior thereto or at its commencement,  the
lack of notice to such director.

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

Section 8. Quorum. A majority of the authorized number of directors  constitutes
a quorum of the Board for the  transaction  of  business,  except to  adjourn as
hereinafter  provided.  Every act or decision  done or made by a majority of the
directors  present at a meeting duly held at which a quorum is present  shall be
regarded  as the act of the Board,  unless a greater  number be  required by the
Articles and subject to the provisions of Section 310 of the California  General
Corporation Law (as to approval of contracts or transactions in which a director
has a direct  or  indirect  material  financial  interest),  Section  311 (as to
appointment  of  committees),  and  Section  317(e)  (as to  indemnification  of
directors).  A meeting at which a quorum is  initially  present may  continue to
transact  business  notwithstanding  the withdrawal of directors,  if any action
taken is  approved  by at  least a  majority  of the  required  quorum  for such
meeting.

Section 9.  Participation  in Meetings by Conference  Telephone.  Members of the
Board may  participate  in a meeting  through use of a  conference  telephone or
similar communications  equipment,  so long as all members participating in such
meeting can hear one another.  Participation  in a meeting pursuant to Section 9
constitutes "presence" in person at such meeting.

Section  10.  Waiver of Notice.  The  transactions  of any meeting of the Board,
however  called and  noticed or wherever  held,  are 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  such meeting or an approval of
the minutes  thereof.  All such waivers,  consents,  or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting

Section 11. Adjournment.  A majority of the directors present,  whether or not a
quorum is present, may adjourn any directors' meeting to another time and place.
Notice of the time and place of holding an adjourned  meeting need not be given,
unless the meeting is adjourned for more than  twenty-four  hours, in which case
notice of the time and place  shall be given  before  the time of the  adjourned
meeting,  in the manner  specified  in  Section 7 of this  Article  III,  to the
directors who were not present at the time of the adjournment.

Section 12. Action Without Meeting. Any action required or permitted to be taken
by the Board may be taken  without a meeting if all  members of the Board  shall
individually or collectively  consent in writing to such action.  Such action by
written  consent  shall have the same effect as a  unanimous  vote of the Board.
Such consent or consents  shall be filed with the minutes of the  proceedings of
the Board.

Section 13. Fees and  Compensation.  Directors  and  members of  committees  may
receive such  compensation,  if any, for their services,  and such reimbursement
for expenses,  as may be fixed or  determined  by resolution of the Board.  This
Section  shall not be  construed  to  preclude  any  director  from  serving the
corporation in any other capacity as an officer,  agent, employee, or otherwise,
and receiving compensation for those services.

Section 14. Rights of Inspection.  Every director of the corporation  shall have
the  absolute  right at any  reasonable  time to  inspect  and  copy all  books,
records,  and documents of every kind and to inspect the physical  properties of
the  corporation and also of its subsidiary  corporations,  domestic or foreign.
Such  inspection by a director may be made in person or by agent or attorney and
includes the right to copy and obtain extracts.

                                   ARTICLE IV

                                    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,  a chairman of the board, a vice chairman of the board,
one or more vice presidents,  one or more assistant vice presidents, one or more
assistant treasurers,  one or more assistant secretaries and such other officers
as may be elected or appointed in accordance with the provisions of Section 3 of
this Article. One person may hold two or more offices, except those of president
and chief financial officer.

Section 2. Election.  The officers of the  corporation,  except such officers as
may be elected or appointed in  accordance  with the  provisions of Section 3 or
Section 5 of this  Article,  shall be chosen by, and shall serve at the pleasure
of, the Board, and shall hold their respective  offices until their resignation,
removal,  or other  disqualification  from  service,  or until their  respective
successors shall be elected,  subject to the rights, if any, of an officer under
any contract of employment.

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

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

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

Section 5.  Vacancies.  A vacancy in any office  because of death,  resignation,
removal,  disqualification  or any other  cause  shall be  filled in the  manner
prescribed in these Bylaws for regular election or appointment 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 and of
the  shareholders,  and exercise and perform such other powers and duties as may
be from time to time assigned by the Board.

Section 7. Vice Chairman. The Vice Chairman of the Board, if there shall be such
an officer,  shall,  in the absence of the  Chairman of the Board of  Directors,
preside at all meetings of the Board and of the  shareholders,  and exercise and
perform such other powers and duties as may be from time to time assigned by the
Board.

Section 8.  President.  Subject to such  powers,  if any, as may be given by the
Board to the Chairman of the Board,  if there be such an officer,  the President
is the General Manager and Chief  Executive  Officer of the corporation and has,
subject to the control of the Board, general supervision, direction, and control
of the  business  and  officers of the  corporation.  In the absence of both the
Chairman of the Board and the Vice Chairman,  or if there be none, the President
shall  preside at all  meetings of the  shareholders  and at all meetings of the
Board.  The  President has the general  powers and duties of management  usually
vested in the office of President and General  Manager of a corporation and such
other powers and duties as may be prescribed by the Board.

Section 9. Vice Presidents.  In the absence or disability of the President,  the
Vice  Presidents in order of their rank as fixed by the Board or, if not ranked,
the Vice President  designated by the Board, shall perform all the duties of the
President,  and when so acting  shall  have all the powers of, and be subject to
all the  restrictions  upon, the President.  The Vice Presidents shall have such
other  powers  and  perform  such  other  duties  as from  time  to time  may be
prescribed for them respectively by the Board or the Bylaws,  and the President,
or the Chairman of the Board.

Section 10.  Secretary.  The  Secretary  shall keep or cause to be kept,  at the
principal  office and such other place as the Board may order, a book of minutes
of all the meetings of  shareholders,  the Board,  and its committees,  with the
time and place of  holding,  whether  regular or special,  and, if special,  how
authorized,  the notice thereof given, the names of those present or represented
at shareholders' meetings, and the proceedings thereof.

The  Secretary  shall  keep,  or cause to be kept,  a copy of the  Bylaws of the
corporation  at the  principal  office or  business  office in  accordance  with
Section 213 of the California General Corporation Law. The Secretary shall keep,
or  cause  to be  kept,  at  the  principal  office  or at  the  office  of  the
corporation's  transfer  agent  or  registrar,  if one  be  appointed,  a  share
register,  or a 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.

The Secretary  shall give,  or cause to be given,  notice of all the meetings of
the shareholders,  of the Board and of any committees  thereof required by these
Bylaws or by law to be given,  shall  keep the seal of the  corporation  in safe
custody,  and shall have such other  powers and perform such other duties as may
be prescribed by the Board.

Section 11.  Assistant  Secretary.  The  Assistant  Secretary  or the  Assistant
Secretaries,  in  the  order  of  their  seniority,  shall,  in the  absence  or
disability of the Secretary,  or in the event of such officer's  refusal to act,
perform the duties and exercise the powers and  discharge  such duties as may be
assigned from time to time by the President or by the Board of Directors.

Section 12. Chief Financial officer.  The Chief Financial Officer shall keep and
maintain,  or cause to be kept and  maintained,  adequate and correct  books and
records  of  the  properties  and  business  transactions  of  the  corporation,
including accounts of its assets, liabilities,  receipts, disbursements,  gains,
losses,  capital,  retained earnings,  and shares, and shall send or cause to be
sent to the  shareholders  of the  corporation  such  financial  statements  and
reports as are by law or these Bylaws  required to be sent to them. The books of
account  shall  at all  times  be  open to  inspection  by any  director  of the
corporation.

The Chief Financial  Officer shall deposit all monies and other valuables in the
name and to the  credit  of the  corporation  with such  depositories  as may be
designated by the Board. The Chief Financial officer shall disburse the funds of
the  corporation  as may be ordered by the Board,  shall render to the President
and directors, whenever they request it, an account of all transactions as Chief
Financial Officer and of the financial  condition of the corporation,  and shall
have such other powers and perform such other duties as may be prescribed by the
Board.

Section 13.  Assistant  Treasurer.  The  Assistant  Treasurer  or the  Assistant
Treasurers, in the order of their seniority, shall, in the absence or disability
of the Chief  Financial  Officer,  or in the event of such officer's  refusal to
act, perform the duties and exercise the powers of the Chief Financial  Officer,
and shall  have such  additional  powers  and  discharge  such  duties as may be
assigned from time to time by the President or by the Board of Directors.

Section 14.  Salaries.  The salaries of the officers shall be fixed from time to
time by the Board of Directors and no officer shall be prevented  from receiving
such  salary by reason of the fact that such  officer is also a director  of the
corporation.

Section 15.  Officers  Holding  More Than One Office.  Any two or more  offices,
except those of President and Chief Financial  Officer,  may be held by the same
person,  but no officer shall  execute,  acknowledge or verify any instrument in
more than one capacity.

Section 16.  Inability to Act. In the case of absence or inability to act of any
officer of the  corporation  and of any person  herein  authorized to act in his
place,  the Board may from time to time  delegate  the  powers or duties of such
officer  to any other  officer,  or any  director  or other  person  whom it may
select.

                                    ARTICLE V

                                Other Provisions

Section 1. Inspection of Corporate  Records.  The corporation  shall keep at its
principal  executive office 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:

(a)  Inspect  and copy the  record  of  shareholders;  names and  addresses  and
     shareholdings  during usual  business  hours upon five  business days prior
     notice demand upon the corporation; or

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

Section 2.  Inspection of Bylaws.  The  corporation  shall keep at its principal
office the  original or a copy of these Bylaws as amended to date which shall be
open to inspection  by  shareholders  at all  reasonable  times during  business
hours.

Section 3.  Endorsement  of Documents;  Contracts.  Subject to the provisions of
applicable law, any note, mortgage,  evidence of indebtedness,  contract,  share
certificate,  conveyance,  or other  instrument in writing and any assignment or
endorsements  thereof  executed or entered into between this corporation and any
other  person,  when  signed  by the  President  or any Vice  President  and the
Treasurer  or any  Assistant  Treasurer of this  corporation  shall be valid and
binding upon this  corporation in the absence of actual knowledge on the part of
the other person that the signing  officers had not the authority to execute the
same. Any such  instruments  may be signed by any other person or persons and in
such manner as from time to time shall be determined by the Board,  and,  unless
so authorized by the Board, no officer,  agent, or employee shall have any power
or authority to bind the corporation by any contract or arrangement or to pledge
its credit or to render it liable for any purpose or amount.

Section 4.  Certificates  of Stock.  Every  holder of shares of the  corporation
shall be entitled to have a certificate signed in the name of the corporation by
the President or Vice President and by the Chief Financial  Officer or Assistant
Financial  Officer or by the Secretary or 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 certificates  may be facsimile.  If any officer,
transfer agent,  or registrar who has signed a certificate  shall have ceased to
be such officer, transfer agent, or registrar before such certificate is issued,
it may be issued by the corporation  with the same effect as if such person were
an officer, transfer agent, or registrar at the date of issue.

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

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

Section 5. Representation of Shares of Other Corporations.  The President or any
other  officer or officers  authorized  by the Board or the  President  are each
authorized to vote,  represent,  and exercise on behalf of the  corporation  all
rights  incident to any and all shares of any other  corporation or corporations
standing in the name of the  corporation.  The authority  herein  granted may be
exercised by any such officer in person or by any other person  authorized to do
so by proxy or power of attorney duly executed by said officer.

Section 6. Annual Report to  Shareholders.  Except when this corporation has 100
or more holders of record of its shares  (determined  as provided in Section 605
of the  Corporations  Code),  the annual report to  shareholders  referred to in
Section 1501 of the California General  Corporation Law is expressly waived, but
nothing herein shall be interpreted as prohibiting the Board from issuing annual
or other periodic reports to shareholders.

Section 7. Seal.  The  corporate  seal of the  corporation  shall consist of two
concentric circles,  between which shall be the name of the corporation,  and in
the  center  shall  be  inscribed  the word  "Incorporated"  and the date of its
incorporation.

Section 8. Fiscal Year. The fiscal year of this  corporation  shall begin on the
first day of January and end on the 31st day of December of each year.

Section 9. Construction and Definitions.  Unless the context otherwise requires,
the general provisions, rules of construction,  and definitions contained in the
California  General  Corporation  Law shall  govern  the  construction  of these
Bylaws.  Without limiting the generality of this provision,  the singular number
includes  the plural,  the plural  number  includes the  singular,  and the term
"person" includes both a corporation and a natural person.

Section 10. Bylaw Provisions Contrary to or Inconsistent with Provisions of Law.
Any article,  section,  subsection,  subdivision,  sentence, clause or phrase of
these Bylaws which,  upon being construed in the manner provided in Section 9 of
this Article, shall be contrary to or inconsistent with any applicable provision
of the California  General  Corporation Law or other applicable law of the State
of California or of the United States shall not apply so long as said provisions
of law shall remain in effect,  but such result shall not affect the validity of
applicability  of any other portions of these Bylaws,  it being hereby  declared
that these Bylaws would have been adopted and each article, section, subsection,
subdivision,  sentence, clause or phrase thereof,  irrespective of the fact that
any  one or  more  articles,  sections,  subsections,  subdivisions,  sentences,
clauses or phrases is or are illegal.

                                   ARTICLE VI

                                 Indemnification

Section 1. Definitions.  For the purposes of this Article,  "agent" includes any
person  who is or was a  director,  officer,  employee,  or  other  agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,   officer,   employee,   or  agent  of  another  foreign  or  domestic
corporation,  partnership,  joint venture, trust, or other enterprise,  or was a
director, officer, employee, or agent of a foreign or domestic corporation which
was a predecessor corporation of the corporation or of another enterprise at the
request of such predecessor  corporation;  "proceeding" includes any threatened,
pending,   or  completed   action  or  proceeding,   whether  civil,   criminal,
administrative  or  investigative  and "expenses"  includes  without  limitation
attorneys'  fees and any  expenses of  establishing  a right to  indemnification
pursuant to law.

Section 2. Extent of  Indemnification.  The  corporation  shall,  to the maximum
extent permitted by the California General  Corporation Law, advance expenses to
and indemnify each of its agents against expenses, judgments, fines, settlements
and other  amounts  actually  and  reasonably  incurred in  connection  with any
proceeding  arising by reason of the fact any such  person is or was an agent of
the corporation.

Section 3. Insurance.  The corporation shall have power to purchase and maintain
insurance  on behalf  of any  agent of the  corporation  against  any  liability
asserted against or incurred by the agent in such capacity or arising out of the
agent's  status as such whether or not the  corporation  would have the power to
indemnify the agent against such liability under the provisions of this Article.

                                   ARTICLE VII

                                   Amendments

Section 1. Amendment By Shareholders.  New Bylaws may be adopted or these Bylaws
may be  amended  or  repealed  by the vote or  written  consent  of holders of a
majority of the outstanding shares entitled to vote; provided,  however, that if
the Articles of 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.

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