These Bylaws reflect amendments through February 28, 2001

                                     BYLAWS

                                       OF

                        ROSEVILLE COMMUNICATIONS COMPANY

                                  EXHIBIT 3(b)


<PAGE>


                                TABLE OF CONTENTS
                                                                           Page



ARTICLE 1.Offices............................................................87
         1.01  Principal Office..............................................87
         1.02  Other Offices.................................................87

ARTICLE 2.Meeting of Shareholders............................................87
         2.01  Place.........................................................87
         2.02  Annual Meeting................................................87
         2.03  Special Meetings..............................................87
         2.04  Notice of Meetings............................................88
         2.05  Manner of Giving Notice; Affidavit of Notice..................88
         2.06  Quorum........................................................89
         2.07  Adjourned Meetings and Notice Thereof.........................89
         2.08  Consent of Absentees..........................................89
         2.09  Voting........................................................90
         2.10  Shareholder Action by Written Consent Without a Meeting.......91
         2.11  Record Date for Shareholders..................................91
         2.12  Proxies.......................................................92

ARTICLE 3.Directors..........................................................93
         3.01  Powers........................................................93
         3.02  Number and Qualification of Directors.........................93
         3.03  Election and Term of Office...................................93
         3.04  Vacancies.....................................................93
         3.05  Place of Meetings and Meetings by Telephone...................94
         3.06  Annual Meeting................................................94
         3.07  Other Regular Meetings........................................94
         3.08  Special Meetings -- Call and Notice...........................94
         3.09  Waiver of Notice..............................................95
         3.10  Quorum........................................................95
         3.11  Action Without Meeting........................................95
         3.12  Adjournment -- Notice.........................................95
         3.13  Fees and Compensation.........................................95
         3.14  Indemnification...............................................96
         3.15  Committees of Directors.......................................99
         3.16  Meetings And Action of Committees............................100


ARTICLE 4.Officers..........................................................100
         4.01  Number and Titles............................................100
         4.02  Election.....................................................100
         4.03  Removal, Resignation and Disqualification....................100
         4.04  Vacancies....................................................101
         4.05  President....................................................101
         4.06  Vice President...............................................101
         4.07  Secretary....................................................101
         4.08  Chief Financial Officer......................................102
         4.09  Salaries.....................................................102



                                TABLE OF CONTENTS

                                                                           Page

ARTICLE 5.Corporate Records and Reports.....................................102
         5.01  Maintenance and Inspection of the Record of Shareholders.....102
         5.02  Maintenance and Inspection of Bylaws.........................103
         5.03  Maintenance and Inspection of Other Corporate Records........103
         5.04  Inspection by Directors......................................103
         5.05  Annual Report to Shareholders................................103
         5.06  Financial Statements.........................................103
         5.07  Annual Statement of General Information......................104

ARTICLE 6.General Corporate Matters.........................................104
         6.01  Checks, Drafts and Evidences of Indebtedness.................104
         6.02  Corporate Contracts and Instruments; How Executed............104
         6.03  Certificates for Shares......................................105
         6.04  Lost Certificates............................................105
         6.05  Representation of Shares of Other Corporations...............105

ARTICLE 7.Construction and Definitions......................................106
         7.01  Construction and Definitions.................................106

ARTICLE 8.Amendments........................................................106
         8.01  Power of Shareholders........................................106
         8.02  Power of Directors...........................................106



<PAGE>



                                     BYLAWS

                                       OF

                        ROSEVILLE COMMUNICATIONS COMPANY

                                   ARTICLE 1.

                                     Offices

                  1.01 Principal Office.
                       -----------------
                   The principal  executive  office of the corporation  shall be
located in the City of Roseville,  County of Placer,  State of  California.  The
board of directors  shall have the power and  authority to change the  principal
office from one location to another in said County.

                  1.02 Other  Offices.
                       ---------------
                   Branch or subordinate  offices may be established at any time
by the  board of  directors  at any place or places  where  the  corporation  is
qualified to do business.

                                   ARTICLE 2.

                            Meetings of Shareholders


                  2.01  Place.
                        ------
                   Meetings of shareholders, whether annual or special, shall be
held either at the  principal  executive  office or at any other place within or
without the State of California  which may be designated  either by the board of
directors in writing or by the written consent of all  shareholders  entitled to
vote thereat,  which consent may be given either before or after the meeting and
filed with the secretary of the corporation.

                  2.02 Annual Meeting.
                       ---------------
                   The  annual  meeting  of  shareholders,  after the year 1999,
shall be held at the time and date  each year  fixed by the board of  directors,
or, if not so designated,  then on the third Friday of May of each year. At each
annual meeting,  directors shall be elected and any other proper business may be
transacted.

                   2.03 Special Meetings.
                        -----------------
                   (a) Special meetings of the shareholders,  for any purpose or
purposes  whatsoever,  may be called at any time by the board of directors,  the
president,  or by one or  more  shareholders  holding  shares  in the  aggregate
entitled to cast not less than ten percent (10%) of the votes at that meeting.

                   (b) If a special  meeting is called by any person  other than
the board of directors, the request shall be in writing,  specifying the time of
such meeting and the general  nature of the business  proposed to be transacted,
and shall be delivered  personally or sent by registered  mail or by telegraphic
or other  facsimile  transmission to the president,  any vice president,  or the
secretary of the  corporation.  The officer  receiving  the request  shall cause
notice to be promptly given to the shareholders  entitled to vote, in accordance
with the  provisions  of Sections  2.04 and 2.05 hereof,  that a meeting will be
held at the time  requested by the person or persons  calling the  meeting,  not
less than  thirty  (35) nor more than sixty  (60) days after the  receipt of the
request. If the notice is not given within twenty (20) days after receipt of the
request,  the person or persons  requesting  the  meeting  may give the  notice.
Nothing  contained in this Section 2.03 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.

                        2.04  Notice of Meetings.
                              ------------------
                   (a) All notices of meetings of shareholders  shall be sent or
otherwise  given in  accordance  with Section 2.05 hereof not less than ten (10)
nor more than sixty (60) days before the date of the meeting.  Such notice shall
state the place,  date and hour of the  meeting and (1) in the case of a special
meeting,  the  general  nature of the  business to be  transacted,  and no other
business  may be  transacted,  or (2) in the case of the annual  meeting,  those
matters which the board of directors,  at the time of giving the notice, intends
to present  for action by the  shareholders.  The notice of any meeting at which
directors  are to be elected  shall  include the name of any nominee or nominees
whom, at the time of the notice,  the board of directors  intends to present for
election.

                   (b) If  action is  proposed  to be taken at any  meeting  for
approval of (1) 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,  (2) an  amendment  of the  articles  of  incorporation  pursuant to
Section 902 of that Code, (3) a  reorganization  of the corporation  pursuant to
Section  1201 of that  Code,  (4) a  voluntary  dissolution  of the  corporation
pursuant to Section 1900 of that Code or (5) 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.

                  2.05  Manner of Giving Notice; Affidavit of Notice.
                        --------------------------------------------
                   (a)  Notice of any  meeting  of  shareholders  shall be given
either  personally  or by  first-class  mail or  telegraphic  or  other  written
communication,  charges prepaid,  addressed to each shareholder entitled to vote
thereat  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 so given,
notice shall be deemed to have been given if it is sent to that  shareholder  by
first-class   mail  or  telegraphic  or  other  written   communication  to  the
corporation's  principal  executive  office or is  published  at least once in a
newspaper  of general  circulation  in the county  where that office is located.
Notice shall be deemed to have been given at the time when delivered  personally
or  deposited  in the  mail  or sent by  telegram  or  other  means  of  written
communication.

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

                   (c) An  affidavit of the mailing or other means of giving any
notice of any shareholders' meeting may be executed by the secretary,  assistant
secretary or any transfer agent of the corporation  giving the notice, and filed
and maintained in the minute book of the corporation.

                   2.06 Quorum.
                   ---------------
                   The  presence  in  person  or by  proxy of the  holders  of a
majority of the shares  entitled to vote at any  meeting of  shareholders  shall
constitute  a quorum  for the  transaction  of  business  at such  meeting.  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.

                   2.07  Adjourned Meetings and Notice Thereof.
                         --------------------------------------
                   (a) Any shareholders' meeting, annual or special,  whether or
not a quorum is present,  may be adjourned  from time to time by the vote of the
majority  of the  shares  represented  at that  meeting,  either in person or by
proxy, but in the absence of a quorum no other business may be transacted except
as provided in Section 2.06.
                   (b) When a shareholders' meeting is adjourned to another time
or place,  notice  need not be given of the  adjourned  meeting  if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
the adjourned meeting the corporation may transact any business which might have
been  transacted at the original  meeting.  If the  adjournment is for more than
forty-five  (45) days or 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  of record  entitled  to vote at the  meeting,  in  accordance  with
Sections 2.04 and 2.05 hereof.

                  2.08  Consent of Absentees.
                        --------------------
                   (a) The transactions of any meeting of  shareholders,  either
annual or special,  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 written  waiver of notice  or a consent  to the  holding  of the
meeting or an approval of the minutes thereof. Such waiver,  consent or approval
need not  specify  either the  business to be  transacted  or the purpose of any
annual or special  meeting of  shareholders,  except  that if action is taken or
proposed to be taken for approval of any of those  matters  specified in Section
2.04(b) hereof, such waiver,  consent or approval shall state the general nature
of the proposal.  All such waivers,  consents and approvals  shall be filed with
the corporate records or made a part of the minutes of the meeting.

                   (b) Attendance by a person at a meeting shall also constitute
a waiver of notice of that  meeting,  except  when the  person  objects,  at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully  called or convened,  and except that attendance at a meeting is
not a waiver of any right to object to the  consideration of matters required by
law to be included in the notice of the  meeting  but not so  included,  if that
objection is expressly made at the meeting.

                   2.09 Voting.
                        ------
                   (a) The  shareholders  entitled  to vote  at any  meeting  of
shareholders  shall be determined in accordance  with the  provisions of Section
2.11 hereof, subject to the provisions of Sections 702 to 704, inclusive, of the
Corporations  Code of California  (relating to voting shares held by a fiduciary
and  others,  in the name of a  corporation  or in joint  ownership).  Except as
provided in subsection (b) of this Section 2.09, each outstanding share shall be
entitled to one vote on each matter submitted to a vote of the shareholders. The
shareholders' vote may be by voice vote or by ballot;  provided,  however,  that
any election of directors  must be by ballot if demanded by any  shareholder  at
the meeting and before the voting has begun.  On any matter other than elections
to office,  any  shareholder  may vote part of his or her shares in favor of the
proposal and refrain from voting the  remaining  shares or vote them against the
proposal,  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
a majority of the shares  represented  and voting at a duly held meeting  (which
shares  voting  affirmatively  also shall  constitute at least a majority of the
required quorum) shall be the act of the shareholders  (other than in respect of
the  election of  directors),  unless the vote of a greater  number or voting by
classes is required by California General  Corporation Law or by the articles of
incorporation.

                   (b) No shareholder shall be entitled to cumulate votes (i.e.,
cast for any one  candidate a number of votes  greater  than the number of votes
which such  shareholder  normally is entitled to cast) unless such  candidate or
candidates'  names have been placed in nomination  prior to  commencement of the
voting and a shareholder  has given notice at the meeting prior to  commencement
of the voting of the  shareholder's  intention to cumulate his or her votes.  If
any shareholder has given such a notice, then every shareholder entitled to vote
may  cumulate  his or her  votes  for  candidates  in  nomination  and  give one
candidate  a number of votes  equal to the  number of  directors  to be  elected
multiplied  by the  number  of votes  to which  that  shareholder's  shares  are
entitled or distribute the  shareholder's  votes on the same principle among any
or all of the  candidates.  The  candidates  receiving  the  highest  number  of
affirmative  votes,  up to the  number  of  directors  to be  elected,  shall be
elected.



                  2.10 Shareholder Action by Written Consent Without a Meeting.
                       -------------------------------------------------------
                   (a) Any  action  which may be taken at any  annual or special
meeting of shareholders may be taken without a meeting and without prior notice,
if a consent in  writing,  setting  forth the action so taken,  is signed by the
holders of  outstanding  shares having not less than the minimum number of votes
that would be  necessary  to authorize or take that action at a meeting at which
all shares  entitled to vote on that action were present and voted.  In the case
of an 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 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,
if such vacancy was created other than by removal, by the written consent of the
holders  of a  majority  of the  outstanding  shares  entitled  to vote  for the
election of directors.  All such  consents  shall be filed with the secretary of
the  corporation  and  shall  be  maintained  in  the  corporate  records.   Any
shareholder  giving a written  consent or the  shareholder's  proxy holders or a
transferee  of the shares or a personal  representative  of the  shareholder  or
their  respective  proxy holders may revoke the consent by a writing received by
the secretary of the corporation before written consents of the number of shares
required to authorize  the proposed  action have been filed with the  secretary,
but may not do so thereafter.

                   (b) If the consents of all shareholders entitled to vote have
not been solicited in writing and if the unanimous  written  consent of all such
shareholders  has not been received,  the secretary  shall give prompt notice of
the corporate  action  approved by the  shareholders  without a meeting to those
shareholders  entitled to vote who have not  consented  in writing.  This notice
shall be given in the manner  specified in Section  2.05 hereof.  In the case of
approval of (1)  contracts or  transactions  in which a director has a direct or
indirect  financial interest pursuant to Section 310 of the Corporations Code of
California, (2) indemnification of agents of the corporation pursuant to Section
317 of that Code, (3) a  reorganization  of the corporation  pursuant to Section
1201 of that Code or (4) 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 be given at least (10) ten days before the  consummation
of any action authorized by that approval.

                  2.11  Record Date for Shareholders.
                        ----------------------------
                   (a) For purposes of determining the shareholders  entitled to
notice of any meeting or to vote or 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 (60) days nor less
than ten days before the date of any such  meeting nor more than sixty (60) days
before any other action.

                   (b) If the board of directors does not fix a record date, 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.
                   (c) If the board of directors does not fix a record date, 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 has been
taken, shall be the day on which the first written consent is given.

                   (d) The  record  date for  determining  shareholders  for any
other  purpose  shall be at the close of  business on the day on which the board
adopts the  resolution  relating  thereto or the sixtieth  (60th) day before the
date of such other action, whichever is later.

                   (e) Only  shareholders  of record at the close of business on
the record  date  shall be  entitled  to notice  and to vote or to  receive  the
dividend  distribution or allotment of rights or to exercise the rights,  as the
case may be,  notwithstanding  any  transfer  of any  shares on the books of the
corporation  after  the  record  date,  except  as  otherwise  provided  in  the
California General Corporation Law.

                   2.12 Proxies.
                        -------
                   (a) Every person entitled to vote shares (including voting by
written  consent) may authorize  another person or other persons to act by proxy
with respect to such shares.  "Proxy" means a written authorization signed or an
electronic  transmission  authorized  by  a  shareholder  or  the  shareholder's
attorney-in-fact  giving another person or persons power to vote with respect to
the shares of such  shareholder.  "Signed" for the purpose of this Section means
the  placing  of the  shareholder's  name or other  authorization  on the  proxy
(whether  by  manual   signature,   typewriting,   telegraphic,   or  electronic
transmission   or   otherwise)   by  the   shareholder   or  the   shareholder's
attorney-in-fact.  A proxy may be transmitted by an oral telephone  transmission
if it is submitted  with  information  from which it may be determined  that the
proxy was authorized by the shareholder, or his or her attorney-in-fact.

                   (b) A validly  executed proxy which does not state that it is
irrevocable  shall  continue in full force and effect  unless (1) revoked by the
person  executing it,  before the vote pursuant to that proxy,  by (i) a writing
delivered  to the  corporation  stating  that the  proxy is  revoked,  (ii) by a
subsequent  proxy executed by the person executing the prior proxy and presented
to the meeting or (iii) as to any  meeting,  by  attendance  at such meeting and
voting in person by the person executing the proxy, or (2) written notice of the
death or  incapacity  of the maker of that proxy is received by the  corporation
before the vote pursuant to that proxy is counted;  provided,  however,  that no
proxy shall be valid after the expiration of eleven (11) months from the date of
the proxy, unless otherwise provided in the proxy.

                   (c) The  revocability of a proxy that states on its face that
it is  irrevocable  shall be governed by the  provisions of Sections  705(e) and
705(f) of the Corporations Code of California.

                                   ARTICLE 3.

                                   Directors

                  3.01  Powers.
                       --------
                   Subject to  limitations  of the  articles  of  incorporation,
these  bylaws  and the  California  General  Corporation  Law as to action to be
authorized or approved by  shareholders,  and subject to the duties of directors
as prescribed by these bylaws, 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.

                  3.02  Number and  Qualification  of  Directors.
                        ----------------------------------------
                   The number of directors of the corporation  shall be not less
than five (5) nor more than nine (9).  The exact  number of  directors  shall be
eight (8) until changed,  within the limits  specified above, by an amendment of
this  Section  3.02,   duly  adopted  by  the  board  of  directors  or  by  the
shareholders.  The indefinite number of directors may be changed,  or a definite
number  may be fixed  without  provision  for an  indefinite  number,  by a duly
adopted  amendment to the articles of  incorporation  or by an amendment to this
bylaw duly  adopted by the vote or written  consent of holders of a majority  of
the outstanding shares entitled to vote;  provided,  however,  that an amendment
reducing  the fixed  number or the minimum  number of directors to a number less
than five (5)  cannot be adopted if the votes cast  against  its  adoption  at a
meeting,  or the  shares  not  consenting  in the case of an action  by  written
consent,  are equal to more than sixteen and two thirds percent (16 2/3%) of the
outstanding shares entitled to vote thereon.

                  3.03  Election and Term of Office.
                        ----------------------------
                   At each annual meeting of the  shareholders,  directors shall
be  elected  to hold  office  until  the next  annual  meeting.  Each  director,
including  a director  elected to fill a vacancy,  shall hold  office  until the
expiration  of the term for which elected and until a successor has been elected
and qualified.
                  3.04  Vacancies.
                        ---------
                   (a) A vacancy  on the board of  directors  shall be deemed to
exist when any  authorized  position of director is not filled by a duly elected
director,  whether  caused  by  death,  resignation,   removal,  change  in  the
authorized number of directors or otherwise.

                   (b) The board of directors  may remove for cause any director
who has been  declared of unsound  mind by an order of court or  convicted  of a
felony.

                   (c) Any or all of the directors may be removed  without cause
if such  removal  is  approved  by the  affirmative  vote of a  majority  of the
outstanding shares entitled to vote, subject to the provisions of Section 303 of
the Corporations Code of California.

                   (d)  Vacancies on the board of  directors  may be filled by a
majority of the directors then in office, or, if the number of directors then in
office is less than a quorum,  by (1) the unanimous written consent of directors
then in office,  (2) the  affirmative  vote of a majority of  directors  then in
office  at a meeting  complying  with  Section  307 of the  Corporation  Code of
California,  or (3) a sole remaining director,  except that a vacancy created by
the  removal of a director  may be filled  only by the  affirmative  vote of the
holders of a majority of the outstanding shares entitled to vote.

                   (e) Each director elected to fill a vacancy shall hold office
until the next annual meeting of the shareholders and until a successor has been
elected and qualified.

                   (f) The shareholders may elect a director at any time to fill
any vacancy not filled by the board of  directors.  Any such election by written
consent  shall  require  the  consent  of  the  holders  of a  majority  of  the
outstanding shares entitled to vote.

                   (g) Any  director  may  resign  effective  on giving  written
notice to the president, the secretary or the board of directors. The notice may
specify  that the  resignation  is  effective  at a later time,  in which case a
successor may be elected to take office when the resignation becomes effective.

                   (h) Reduction of the authorized number of directors shall not
have  the  effect  of  removing  any  director  prior to the  expiration  of the
director's term of office.

                  3.05  Place of Meetings and Meetings by Telephone.
                        -------------------------------------------

                   (a) Regular meetings of the board of directors may be held at
any place  within or without the State of  California  that has been  designated
from time to time by  resolution  of the board of  directors.  In the absence of
such a designation,  regular  meetings shall be held at the principal  executive
office of the corporation.

                   (b) Special  meetings of the board of directors shall be held
at any place within or without the State of California  that has been designated
in the notice of the  meeting  or, if not stated in the notice or if there is no
notice, at the principal executive office of the corporation.

                   (c)  Any  meeting,   regular  or  special,  may  be  held  by
conference  telephone  or  similar  communication  equipment,  so  long  as  all
directors  participating in the meeting can hear one another. All such directors
shall be deemed to be present in person at the meeting.

                  3.06 Annual Meeting.
                       ---------------
                   Immediately  following each annual  meeting of  shareholders,
the  board  of  directors  shall  hold a  regular  meeting  for the  purpose  of
organization,  election of  officers,  and the  transaction  of other  business.
Notice of such meeting shall not be required.

                  3.07 Other  Regular  Meetings.
                       ------------------------
                   Other regular  meetings of the board of directors may be held
without  notice at such time as shall from time to time be fixed by the board of
directors.

                  3.08  Special Meetings -- Call and Notice.
                        -----------------------------------
                   (a) Special meetings of the board for any purpose or purposes
may be called at any time by the president, any vice president, the secretary or
any two (2) directors.

                   (b) Notice of the time and place of special meetings shall be
(1) delivered  personally or by telephone or telegraph at least forty-eight (48)
hours in  advance  of the  meeting  or (2)  sent by  first-class  mail,  postage
prepaid,  at least four days in advance of the meeting.  The notice or waiver of
notice need not specify the purpose of the meeting.

                  3.09 Waiver of Notice.
                       -----------------
                   The  transactions  of any meeting of the board of  directors,
however called and noticed or wherever held,  shall be as valid as though had at
a meeting duly held after regular call and notice,  if a quorum is present,  and
if, either before or after the meeting,  each of the directors not present signs
a written waiver of the 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.  Notice
of a meeting  shall also be deemed given to any director who attends the meeting
without protesting, prior thereto or at its commencement,  the lack of notice to
that director.

                  3.10 Quorum.
                       -------
                   A  majority  of the  authorized  number  of  directors  shall
constitute  a quorum  for the  transaction  of  business,  except to  adjourn as
provided  in Section  3.12  hereof.  Every act or  decision by a majority of the
directors  present at a meeting duly held at which a quorum is present  shall be
regarded  as the act of the  board of  directors,  unless a  greater  number  is
required by law or by the articles of incorporation. Business may continue to be
transacted at a meeting at which a quorum is initially  present  notwithstanding
the  withdrawal of  directors,  provided that any action taken is approved by at
least a majority of the required quorum for such meeting.

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

                  3.12  Adjournment  --  Notice.
                        ------------------------
                   A majority of the directors present,  whether or not a quorum
is present, may adjourn any directors' meeting to another time and place. If the
meeting  is  adjourned  for more  than  twenty-four  (24)  hours,  notice of any
adjournment  to another  time or place  shall be given  prior to the time of the
adjourned meeting to all directors not present at the time of the adjournment.

                  3.13 Fees and  Compensation.
                       -----------------------
                   Directors  shall not  receive  any  stated  salary  for their
services as directors,  but, by  resolution  of the board of directors,  a fixed
fee, with or without  expenses of  attendance,  may be allowed for attendance at
each  meeting.  Nothing  herein  contained  shall be  construed  to preclude any
director  from  serving  the  corporation  in any other  capacity as an officer,
agent, employee or otherwise and receiving compensation therefor.

                  3.14  Indemnification.
                        ---------------
                   (a) For the purpose of this Section  3.14,  "agent" means any
person  who is or was a  director,  officer,  employee,  or other  agent of this
corporation,  or is or was  serving  at the  request  of this  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 this  corporation or of another  enterprise at
the request of such predecessor corporation;  "proceeding" means 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
under Section (d) or Section (e)(iii) of this Section 3.14.

                   (b) This corporation shall indemnify any person who was or is
a party, or is threatened to be made a party,  to any proceeding  (other than an
action by or in the right of this  corporation  to  procure  a  judgment  in its
favor)  by  reason  of the  fact  that  such  person  is or was an agent of this
corporation,  against expenses,  judgments, fines, settlements and other amounts
actually and  reasonably  incurred in  connection  with such  proceeding if such
person acted in good faith and in a manner such person reasonably believed to be
in the  best  interests  of this  corporation  and,  in the  case of a  criminal
proceeding,  had no  reasonable  cause to believe the conduct of such person was
unlawful.  The  termination  of any proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo  contendere or its equivalent  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner which the person reasonably  believed to be in the best interests of this
corporation or that the person had reasonable cause to believe that the person's
conduct was unlawful.

                   (c) This corporation shall indemnify any person who was or is
a party,  or is threatened  to be made a party,  to any  threatened,  pending or
completed action by or in the right of this corporation to procure a judgment in
its favor by  reason  of the fact  that  such  person is or was an agent of this
corporation, against expenses actually and reasonably incurred by such person in
connection with the defense or settlement of such action if such person acted in
good faith, in a manner such person believed to be in the best interests of this
corporation. No indemnification shall be made under this Section 3.14(c) for any
of the following:

                       (i) In respect of any claim,  issue or matter as to which
such person shall have been  adjudged to be liable to this  corporation  and its
shareholders,  unless  and  only to the  extent  that the  court  in which  such
proceeding is or was pending shall determine upon  application  that, in view of
all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for the expenses which the court shall determine; or

                       (ii) Of amounts paid in settling or  otherwise  disposing
of a pending action without court approval; or

                       (iii) Of expenses  incurred in defending a pending action
which is settled or otherwise disposed of without court approval.

                   (d) To the extent that an agent of this  corporation has been
successful on the merits in defense of any proceeding referred to in Section (b)
or (c) of this  Section  3.14 or in  defense  of any  claim,  issue,  or  matter
therein, the agent shall be indemnified against expenses actually and reasonably
incurred by the agent in connection therewith.

                   (e) Except as provided in Section (d) of this  Section  3.14,
any indemnification under this Section shall be made by this corporation only if
authorized in the specific case upon a determination that indemnification of the
agent is proper in the  circumstances  because the agent has met the  applicable
standard of conduct set forth in Sections (b) and (c) of this Section  3.14,  by
any of the following:

                       (i) A majority  vote of a quorum  consisting of directors
who are not parties to such proceeding; or

                       (ii) If such a quorum of directors is not obtainable,  by
independent legal counsel in a written opinion; or

                       (iii) Approval of the shareholders, with the shares owned
by the person to be  indemnified  not being  entitled to vote  thereon.  For the
purposes of this subsection,  "approval of the  shareholders"  means approved or
ratified by the affirmative vote of a majority of the shares of this corporation
represented  and  voting at a duly  held  meeting  at which a quorum is  present
(which shares voting  affirmatively shall also constitute at least a majority of
the  required  quorum)  or by the  written  consent  signed by the  holders of a
majority of the outstanding shares entitled to vote, which written consent shall
be procedurally procured in the manner provided by law; or

                       (iv) The court in which the  proceeding is or was pending
upon  application made by this corporation or the agent of the attorney or other
person  rendering  services in connection with the defense,  whether or not such
application  by the  agent,  attorney,  or  other  person  is  opposed  by  this
corporation.

                   (f) Expenses  incurred in defending any  proceeding  shall be
advanced by this corporation  before the final disposition of the proceedings on
receipt  of an  undertaking  by or on behalf of the agent to repay the amount of
the advance unless it shall be determined  ultimately that the agent is entitled
to be indemnified as authorized in this Section 3.14.

                   (g) The  indemnification  provided by this Section 3.14 shall
not be exclusive of any other rights to which those seeking  indemnification may
be  entitled  under  any  bylaw,  agreement,  vote of  shareholders,  or vote of
disinterested directors or otherwise,  both as to action in an official capacity
and as to action in another  capacity  while holding such office,  to the extent
such  additional  rights to  indemnification  are  authorized in the Articles of
Incorporation of this corporation.  Nothing contained in this Section 3.14 shall
affect any right to  indemnification  to which persons other than  directors and
officers  of this  corporation  or any  subsidiary  hereof  may be  entitled  by
contract or otherwise.

                   (h) No  indemnification  or advance  shall be made under this
Section  3.14,  except as provided in Section  (d) or Section  (e)(iii),  in any
circumstance where it appears:

                       (i) That it would be inconsistent with a provision of the
articles, bylaws, a resolution of the shareholders, or an agreement in effect at
the  time  of the  accrual  of the  alleged  cause  of  action  asserted  in the
proceeding in which the expenses were incurred or other amounts were paid, which
prohibits or otherwise limits indemnification; or

                       (ii)  That it would be  inconsistent  with any  condition
expressly imposed by a court in approving a settlement.

                   (i) Upon and in the event of a determination  by the board of
directors of this corporation to purchase such insurance, this corporation shall
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 this  corporation
would have the power to indemnify  the agent  against that  liability  under the
provisions of this Section 3.14.

                   (j)  This  Section  3.14  does not  apply  to any  proceeding
against any  trustee,  investment  manager,  or other  fiduciary  of an employee
benefit plan in that person's capacity as such, even though that person may also
be an agent of the  corporation  as defined in Section (a) of this Section 3.14.
Nothing contained in this Section 3.14 shall limit any right to  indemnification
to which such a trustee,  investment manager, or other fiduciary may be entitled
by contract or otherwise,  which shall be enforceable to the extent permitted by
applicable law other than this Section 3.14.

                   (k) The rights to indemnity provided for in this Section 3.14
shall continue as to a person who has ceased to be a director, office, employee,
or  agent  and  shall  inure  to  the  benefit  of  the  heirs,  executors,  and
administrators of the person.

                   (l) If a claim under this Section 3.14 is not paid in full by
the corporation within sixty days after a written claim has been received by the
corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against this corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any suit or in a suit brought
by this corporation to recover an advancement of expenses  pursuant to the terms
of an undertaking,  the indemnitee shall also be entitled to be paid the expense
of  prosecuting or defending  such suit.  The  indemnitee's  failure to meet any
applicable  standard of conduct set forth in the General  Corporation Law of the
State of California shall (i) be a defense in any suit brought by the indemnitee
to enforce a right to  indemnification  hereunder  (but not in a suit brought by
the  indemnitee  to  enforce a right to an  advancement  of  expenses)  and (ii)
entitle this corporation to recover expenses advanced pursuant to an undertaking
that this  corporation  shall be entitled to recover such  expenses upon a final
adjudication that the indemnitee failed to meet applicable standards of conduct.
Neither  the  failure of this  corporation  (including  the Board of  Directors,
independent  legal counsel,  or its  shareholders)  to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper  in the  circumstances  because  the  indemnitee  has met any  applicable
standard  of conduct set forth in the  General  Corporation  Law of the State of
California, nor an actual determination by this corporation (including the Board
of  Directors,   independent  legal  counsel,  or  its  shareholders)  that  the
indemnitee has not met any such applicable  standard of conduct,  shall create a
presumption  that the indemnitee has not met the applicable  standard of conduct
or, in the case of such a suit brought by the  indemnitee,  be a defense to such
suit. In any suit brought by the indemnitee to enforce a right hereunder,  or by
this corporation to recover an advancement of expenses  pursuant to the terms of
an undertaking,  the burden of proving that the indemnitee is not entitled to be
indemnified  or to such  advancement  of  expenses  under this  Section  3.14 or
otherwise shall be on the corporation.

                   (m) The Board of Directors may, without shareholder approval,
authorize the corporation to enter into agreements,  including any amendments or
modifications  thereto,  with any of its  directors,  officers or other  persons
described in paragraph (a) providing for  indemnification of such persons to the
maximum extent permitted under applicable law and the corporation's  Articles of
Incorporation and Bylaws.

                  3.15  Committees of Directors.
                        -----------------------
                   The  board of  directors  may,  by  resolution  adopted  by a
majority  of  the  authorized  number  of  directors,   designate  one  or  more
committees,  each  consisting  of two (2) or more  directors,  to  serve  at the
pleasure  of the  board.  The  board  may  designate  one or more  directors  as
alternate  members of any  committee,  who may replace any absent  member at any
meeting of the committee.  The appointment of members or alternate  members of a
committee requires the vote of a majority of the authorized number of directors.
Any such committee, to the extent provided in the resolution of the board, shall
have all the authority of the board, except with respect to:

                   (a) the  approval  of any  action  which,  under the  General
Corporation Law of California,  also requires shareholders' approval or approval
of the outstanding shares;

                   (b) the filling of  vacancies on the board of directors or in
any committee;

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

                   (d) the  amendment or repeal of bylaws or the adoption of new
bylaws;

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

                   (f) a distribution to the  shareholders  of the  corporation,
except at a rate or in a periodic  amount or within a price range  determined by
the board of directors; or

                   (g) the  appointment of any other  committees of the board of
directors or the members thereof.

                  3.16 Meetings And Action of Committees.
                       ---------------------------------

                   Meetings and action of  committees  shall be governed by, and
held and taken in  accordance  with,  the  provisions  of  Article  III of these
bylaws,  Sections  3.05 (place of meetings),  3.06 and 3.07 (regular  meetings),
3.08 (special meetings and notice), 3.09 (waiver of notice), 3.10 (quorum), 3.11
(action without meeting),  and 3.12 (adjournment and notice),  with such changes
in the context of those bylaws as are necessary to substitute  the committee and
its members for the board of directors and its members,  except that the time of
regular  meetings of committees  may be determined by resolution of the board of
directors  as  well as by  resolution  of the  committee;  special  meetings  of
committees  may also be called by  resolution  of the  board of  directors;  and
notice of special  meetings of  committees  shall also be given to all alternate
members,  who shall have the right to attend all meetings of the committee.  The
board of  directors  may adopt rules for the  government  of any  committee  not
inconsistent with the provisions of these bylaws.

                                   ARTICLE 4.

                                    Officers

                  4.01 Number and Titles.
                       ------------------
                   The officers of the corporation shall be a president,  a vice
president,  a secretary and a chief financial officer.  The corporation may also
have, at the discretion of the board of directors,  a chairman of the board, one
or more additional vice presidents,  one or more assistant  secretaries,  one or
more  assistant  treasurers  and such other  officers as may be appointed by the
board of  directors,  each of whom shall hold office for such period,  have such
authority  and perform  such duties as the board of  directors  may from time to
time  determine.  Officers  other  than the  chairman  of the board  need not be
directors. Any number of offices may be held by the same person.

                  4.02 Election.
                       ---------
                   The officers of the corporation  shall be chosen by and serve
at the pleasure of the board of directors,  subject to the rights, if any, of an
officer under any contract of employment.  Each officer of the corporation shall
hold  office  until such person  resigns or is removed or until a  successor  is
elected and has qualified or until such person becomes disqualified to serve.

                   4.03    Removal, Resignation and Disqualification.
                           -----------------------------------------

                   (a)  Subject to the  rights,  if any,  of an officer  under a
contract of  employment,  any  officer  may be  removed,  either with or without
cause,  by the board of directors or, except in the 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.

                   (b) Any  officer  may  resign at any time by  giving  written
notice to the board of directors,  president,  or 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.
Any such resignation  shall be without  prejudice to the rights,  if any, of the
corporation under any contract to which the officer is a party.

                  4.04  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 appointments to such office.

                  4.05  President.
                        ----------
                   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.  In the absence or  disability  of the  chairman of the board,  the
president shall preside at all meetings of the  shareholders and at all meetings
of the board of  directors.  The  president  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 these bylaws.

                  4.06 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
or these bylaws.

                  4.07  Secretary.
                        ---------
                   (a) The  secretary  shall  keep,  or  cause to be kept at the
principal  executive  office or such other place as the board of  directors  may
order,  a  book  of  minutes  of all  meetings  and  actions  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.

                   (b)  The  secretary  shall  keep or  cause  to be kept at the
principal  executive  office a record of shareholders  or a duplicate  record of
shareholders,  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.

                   (c) 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
these bylaws to be given and shall have such other powers and perform such other
duties as may be prescribed by the board of directors or these bylaws.

                  4.08  Chief Financial Officer.
                        -----------------------

                   (a) The chief  financial  officer (who may also use the title
of  treasurer)  shall  keep and  maintain,  or cause to be kept and  maintained,
adequate and correct books and records of account of the properties and business
transactions of the corporation,  including accounts of its assets, liabilities,
receipts,  disbursements,  gains, losses, capital, retained earnings and shares.
The books of account shall at all times be open to inspection by any director.

                   (b) The chief financial  officer shall deposit all moneys 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.  Such person 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 of his or her transactions as chief financial  officer and
of the financial condition of the corporation,  and shall have such other powers
and perform such other duties as may be  prescribed by the board of directors or
these bylaws.
                  4.09  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  person  is also a  director  of the
corporation.

                                   ARTICLE 5.

                          Corporate Records and Reports

                   5.01   Maintenance   and   Inspection   of  the   Record   of
                          Shareholders.
                          ------------------------------------------------------
                   (a) 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.

                   (b) 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 inspect and copy the  records of  shareholders'  names and
addresses and shareholdings  during usual business hours on five (5) days' prior
written demand upon the corporation.

                   (c)  The  record  of  shareholders  shall  also  be  open  to
inspection on the written demand of any  shareholder or holder of a voting trust
certificate,  at any time during usual business hours, for a purpose  reasonably
related to the holder's  interests as a shareholder or as the holder of a voting
trust certificate.

                   (d) Any inspection and copying under this Section 5.01 may be
made in  person or by an agent or  attorney  of the  shareholder  or holder of a
voting trust certificate making the demand.

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

                  5.03 Maintenance and Inspection of Other Corporate Records.
                       -----------------------------------------------------
                   (a)  The   accounting   books  and  records  and  minutes  of
proceedings of the shareholders and the board of directors shall be kept at such
place or places designated by the board of directors, or, in the absence of such
designation,  at the principal executive office of the corporation.  The minutes
shall be kept in written form and the accounting books and records shall be kept
either in written  form or in any other form  capable  of being  converted  into
written form.

                   (b) The minutes  and  accounting  books and records  shall be
open to inspection  upon the written  demand of any  shareholder  or holder of a
voting trust  certificate,  at any reasonable  time during usual business hours,
for a purpose reasonably related to the holder's interest as a shareholder or as
the holder of a voting trust  certificate.  The inspection may be made in person
or by an  agent  or  attorney  and  shall  include  the  right  to copy and make
extracts.  These  rights  of  inspection  shall  extend to the  records  of each
subsidiary corporation of the corporation.

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

                  5.05  Annual  Report to  Shareholders.
                        --------------------------------
                   The annual report to shareholders referred to in Section 1501
of the Corporations Code of California is expressly  dispensed with, but nothing
herein shall be interpreted  as prohibiting  the board of directors from issuing
annual or other periodic  reports to the shareholders of the corporation as they
consider appropriate.

                  5.06  Financial Statements.
                        --------------------
                   (a) A copy of any annual,  semi-annual  or  quarterly  income
statements  and any  accompanying  balance sheets that have been prepared by the
corporation  shall  be kept on file in the  principal  executive  office  of the
corporation for twelve (12) months and each such statement shall be exhibited at
all  reasonable  times to any  shareholder  demanding an examination of any such
statement or a copy shall be mailed to any such shareholder.
                   (b) If no annual  report  for the last  fiscal  year has been
sent to  shareholders,  the corporation  shall,  upon the written request of any
shareholder made more than one hundred twenty (120) days after the close of such
fiscal year,  deliver or mail the annual report to the person making the request
within thirty (30) days  thereafter.  A shareholder or  shareholders  holding at
least five percent (5%) of the  outstanding  shares of any class of stock of the
corporation  may  make a  written  request  to  the  corporation  for an  income
statement of the corporation for the three-month, six-month or nine-month period
of the then current fiscal year ended more than thirty (30) days before the date
of the request,  a balance sheet of the corporation as of the end of that period
and an  annual  report  for  the  last  fiscal  year if none  has  been  sent to
shareholders.  The chief financial officer shall deliver  personally or mail the
statement or statements requested to the person making the request within thirty
(30) days after the receipt of the request.

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

                  5.07 Annual Statement of General Information.
                       ----------------------------------------
                   The corporation shall file with the Secretary of State of the
State of  California,  on the  prescribed  form, a statement  setting  forth the
authorized  number of  directors,  the names and complete  business or residence
addresses  of all  incumbent  directors,  the names  and  complete  business  or
residence  addresses  of  the  chief  executive  officer,  secretary  and  chief
financial  officer,  the street  address of its  principal  executive  office or
principal  business  office  in this  state  and the  general  type of  business
constituting the principal business activity of the corporation, together with a
designation  of the agent of the  corporation  for the  purpose  of  service  of
process,  all in  compliance  with  Section  1502  of the  Corporations  Code of
California.

                                   ARTICLE 6.

                            General Corporate Matters

                  6.01 Checks, Drafts and Evidences of Indebtedness.
                       ---------------------------------------------
                   All  checks,  drafts,  or other  orders for payment of money,
notes or other evidence of indebtedness  issued in the name of or payable to the
corporation  shall be signed or  endorsed  by such person or persons and in such
manner as, from time to time,  shall be determined by resolution of the board of
directors.

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




                  6.03  Certificates for Shares.
                        -----------------------
                   (a) A certificate or  certificates  for shares of the capital
stock of the corporation  shall be issued to each  shareholder  when such shares
are fully  paid,  and the board of  directors  may  authorize  the  issuance  of
certificates  or shares as partly paid  provided that these  certificates  shall
state the amount of the consideration to be paid for them and the amount paid.

                   (b) All  certificates  shall  be  signed  in the  name of the
corporation  by the  president  or vice  president  and by the  chief  financial
officer or an assistant  treasurer or the secretary or any assistant  secretary,
certifying  the number of shares and the class or series of shares  owned by the
shareholder.  Any or all of the signatures on the  certificate may be facsimile.
In case  any  officer,  transfer  agent or  registrar  who has  signed  or whose
facsimile  signature  has been  placed on a  certificate  shall cease to be that
officer,  transfer agent or registrar before that certificate is issued,  it may
be issued by the  corporation  with the same  effect as if that  person  were an
officer, transfer agent or registrar at the date of issue.

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

                  6.05  Representation  of  Shares  of Other  Corporations.
                        ---------------------------------------------------
                   The  president,  any  vice  president  or  any  other  person
authorized  by  resolution  of the board of directors or by any of the foregoing
designated  officers is authorized to vote on behalf of the  corporation any and
all  shares of any other  corporation  or  corporations,  foreign  or  domestic,
standing in the name of the corporation. The authority granted to these officers
to vote or represent on behalf of the corporation any and all shares held by the
corporation in any other  corporation or corporations may be exercised by any of
these  officers in person or by any person  authorized  to do so by a proxy duly
executed by these officers.





                                   ARTICLE 7.

                          Construction and Definitions

                  7.01 Construction and Definitions.
                       -----------------------------
                   Unless  the   context   requires   otherwise,   the   general
provisions,  rules of  construction  and  definitions 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.

                                   ARTICLE 8.

                                   Amendments

                  8.01 Power of 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.

                  8.02 Power of Directors.
                  ------------------------
                   Subject to the right of  shareholders  as provided in Section
8.01 to adopt,  amend, or repeal bylaws,  bylaws other than a bylaw or amendment
thereof changing the authorized  number of directors may be adopted,  amended or
repealed by the board of directors.