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EXHIBIT 3.02
 AMENDED AND RESTATED
 BYLAWS
 OF
 ESS TECHNOLOGY, INC.




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PAGEArticle I OFFICES
    
    
    1Section 1.1: Principal Office
    
    
    1Section 1.2: Other Offices
    
    
    1Article II DIRECTORS
    
    
    1Section 2.1: Exercise of Corporate Powers
    
    
    1Section 2.2: Number
    
    
    1Section 2.3: Need Not Be Shareholders
    
    
    2Section 2.4: Compensation
    
    
    2Section 2.5: Election and Term of Office
    
    
    2Section 2.6: Vacancies
    
    
    2Section 2.7: Removal
    
    
    3Section 2.8: Powers and Duties
    
    
    3Article III MEETINGS OF DIRECTORS
    
    
    5Section 3.1: Place of Meetings
    
    
    5Section 3.2: Regular Meetings
    
    
    5Section 3.3: Special Meetings
    
    
    5Section 3.4: Notice of Special Meetings
    
    
    5Section 3.5: Quorum
    
    
    6Section 3.6: Conference Telephone
    
    
    6Section 3.7: Waiver of Notice and Consent
    
    
    6Section 3.8: Action Without a Meeting
    
    
    6Section 3.9: Committees
    
    
    6Article IV COMMITTEES
    
    
    6Section 4.1: Appointment and Procedure
    
    
    6Section 4.2: Executive Committee Powers
    
    
    7Section 4.3: Powers of Other Committees
    
    
    7Section 4.4: Limitations on Powers of Committees
    
    
    7Article V OFFICERS
    
    
    7Section 5.1: Election and Qualifications
    
    
    7Section 5.2: Term of Office and Compensation
    
    
    8Section 5.3: Chief Executive Officer
    
    
    8Section 5.4: Chairman of the Board
    
    
    8Section 5.5: President
    
    
    9Section 5.6: President Pro Tem
    
    
    9
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Section 5.7: Vice President
    
    
    9Section 5.8: Secretary
    
    
    9Section 5.9: Chief Financial Officer
    
    
    10Section 5.10: Instruments in Writing
    
    
    10Article VI INDEMNIFICATION
    
    
    11Section 6.1: Indemnification of Directors and Officers
    
    
    11Section 6.2: Advancement of Expenses
    
    
    11Section 6.3: Non-Exclusivity of Rights
    
    
    11Section 6.4: Indemnification Contracts
    
    
    12Section 6.5: Effect of Amendment
    
    
    12Article VII MEETINGS OF, AND REPORTS TO, SHAREHOLDERS
    
    
    12Section 7.1: Place of Meetings
    
    
    12Section 7.2: Annual Meetings
    
    
    12Section 7.3: Special Meetings
    
    
    12Section 7.4: Notice of Meetings
    
    
    13Section 7.5: Consent to Shareholders Meetings
    
    
    13Section 7.6: Quorum
    
    
    14Section 7.7: Adjourned Meetings
    
    
    14Section 7.8: Voting Rights
    
    
    14Section 7.9: Action by Written Consents
    
    
    15Section 7.10: Election of Directors
    
    
    15Section 7.11: Proxies
    
    
    16Section 7.12: Inspectors of Election
    
    
    16Section 7.13: Annual Reports
    
    
    17Article VIII SHARES AND SHARE CERTIFICATES
    
    
    17Section 8.1: Shares Held By the Company
    
    
    17Section 8.2: Certificates for Shares
    
    
    17Section 8.3: Lost Certificates
    
    
    17Article IX CONSTRUCTION OF BYLAWS WITH REFERENCE TO PROVISIONS OF LAW
    
    
    17Section 9.1: Bylaw Provisions Construed as Additional and Supplemental to Provisions
of Law
    
    
    17Section 9.2: Bylaw Provisions Contrary to or Inconsistent with Provisions of Law
    
    
    18Article X CERTIFICATION, ADOPTION, AMENDMENT OR REPEAL OF BYLAWS
    
    
    18Section 10.1: By Shareholders
    
    
    18Section 10.2: By the Board of Directors
    
    
    18Section 10.3: Certification and Inspection of Bylaws
    
    
    18
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BYLAWS
 OF
 ESS TECHNOLOGY, INC.
   Article I
 OFFICES
 Section 1.1: Principal Office Company
 Section 1.2: Other Offices
 Article II
 DIRECTORS
 Section 2.1: Exercise of Corporate Powers
 Section 2.2: Number




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Section 2.3: Need Not Be Shareholders
 Section 2.4: Compensation
 Section 2.5: Election and Term of Office
 Section 2.6: Vacancies
      2




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Section 2.7: Removal
    Section 2.8: Powers and Duties
       3




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4




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Article III
 MEETINGS OF DIRECTORS
 Section 3.1: Place of Meetings
 Section 3.2: Regular Meetings
 Section 3.3: Special Meetings
 Section 3.4: Notice of Special Meetings
 5




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Section 3.5: Quorum
 Section 3.6: Conference Telephone
 Section 3.7: Waiver of Notice and Consent
 Section 3.8: Action Without a Meeting
 Section 3.9: Committees
 Article IV
 COMMITTEES
 Section 4.1: Appointment and Procedure
 6




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Section 4.2: Executive Committee Powers
 Section 4.3: Powers of Other Committees
 Section 4.4: Limitations on Powers of Committees
        Article V
 OFFICERS
 Section 5.1: Election and Qualifications
 7




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Section 5.2: Term of Office and Compensation
 Section 5.3: Chief Executive Officer
      Section 5.4: Chairman of the Board
 8




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Section 5.5: President
 Section 5.6: President Pro Tem
 Section 5.7: Vice President
 Section 5.8: Secretary
      9




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Section 5.9: Chief Financial Officer
       Section 5.10: Instruments in Writing
 10




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Article VI
 INDEMNIFICATION
 Section 6.1: Indemnification of Directors and Officers
 Section 6.2: Advancement of Expenses
 Section 6.3: Non-Exclusivity of Rights
 11




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Section 6.4: Indemnification Contracts
 Section 6.5: Effect of Amendment
 Article VII
 MEETINGS OF, AND REPORTS TO, SHAREHOLDERS
 Section 7.1: Place of Meetings
 Section 7.2: Annual Meetings
 Section 7.3: Special Meetings
 12




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Section 7.4: Notice of Meetings
 Section 7.5: Consent to Shareholders Meetings
   13




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Section 7.6: Quorum
 Section 7.7: Adjourned Meetings
 Section 7.8: Voting Rights
   14




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Section 7.9: Action by Written Consents
 Section 7.10: Election of Directors
 15




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Section 7.11: Proxies
 Section 7.12: Inspectors of Election
     16




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Section 7.13: Annual Reports
 Article VIII
 SHARES AND SHARE CERTIFICATES
 Section 8.1: Shares Held By the Company
 Section 8.2: Certificates for Shares
 Section 8.3: Lost Certificates
 Article IX
 CONSTRUCTION OF BYLAWS WITH REFERENCE TO PROVISIONS OF LAW
 Section 9.1: Bylaw Provisions Construed as Additional and Supplemental to
Provisions of Law
 17




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Section 9.2: Bylaw Provisions Contrary to or Inconsistent with Provisions of
Law
 Article X
 CERTIFICATION, ADOPTION, AMENDMENT OR REPEAL OF BYLAWS
 Section 10.1: By Shareholders
 Section 10.2: By the Board of Directors
 Section 10.3: Certification and Inspection of Bylaws
 18