AMENDED AND RESTATED BYLAWS

                                       OF

                                ACTEL CORPORATION



                                   ARTICLE I

                                CORPORATE OFFICES

     1.1 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 such state and
the corporation has one or more business  offices in such state,  then the board
of directors shall fix and designate a principal business office in the State of
California.

     1.2 OTHER OFFICES

     The board of  directors  may at any time  establish  branch or  subordinate
offices  at any  place or  places  where  the  corporation  is  qualified  to do
business.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     2.1 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.

     2.2 ANNUAL MEETING

     The annual meeting of shareholders shall be held each year on a date and at
a time designated by the board of directors. In the absence of such designation,
the  annual  meeting  of  shareholders  shall be held on the  second  Tuesday of
February  in each  year at 10:00  a.m.  However,  if such  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 the meeting,  directors  shall be elected,  and
any other proper business may be transacted.

     2.3 SPECIAL MEETINGS

     Special meetings of the shareholders,  for the purpose of taking any action
permitted by the  shareholders  under the  Corporations  Code of California (the
"Code"),  may be called at any time by the board, the chairman of the board, the
president,  or,  subject to the  provisions  of this  Section  2.3,  one or more
shareholders holding not less than ten percent (10%) of the votes entitled to be
cast at the meeting.  For a special  meeting of the  shareholders to be properly
brought by any person or persons  other  than the  board,  the  chairman  of the
board,  or the  president,  pursuant to the  preceding  sentence,  the person or
persons  calling the meeting must have given timely notice thereof in writing to
the secretary of the  corporation  and the business  proposed to be conducted at
such meeting must otherwise be a proper matter for shareholder action.

     To be timely,  such  notice  shall be  delivered  to the  secretary  at the
principal  executive  offices  of the  corporation  not later  than the close of
business on the 35th day nor earlier  than the close of business on the 60th day
prior to the date of the meeting  proposed by the person or persons  calling the
meeting.  Such  notice  shall set forth  (a) the  proposed  date and time of the
meeting,  (b) as to each person  whom the person or persons  calling the meeting
propose to nominate for election or  reelection as a director,  all  information
relating to such nominee that is required to be  disclosed in  solicitations  of
proxies  for  election of  directors  in an election  contest,  or is  otherwise
required,  in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934,  as amended (or any successor  thereto) and Rule 14a-11  thereunder
(or any successor  thereto)  (including such nominee's  written consent to being
named in the proxy  statement  as a nominee  and to  serving  as a  director  if
elected);  (c) as to any other  business that the person or persons  calling the
meeting  proposes  to bring  before  the  meeting,  a brief  description  of the
business  desired to be brought  before the meeting,  the reasons for conducting
such business at the meeting and any material  interest in such business of such
person or persons and any other  person or entity,  if any, on whose  behalf the
proposal is made; and (d) as to any shareholders  giving the notice (i) the name
and address of such shareholders,  as they appear on the corporation's books and
(ii)  the  class  and  number  of  shares  of the  corporation  that  are  owned
beneficially  and of  record  by such  shareholders.  Upon  notice  meeting  the
requirements  of this  Section  2.3 by any person or persons  entitled to call a
special meeting of shareholders,  the corporation shall cause notice to be given
to shareholders  entitled to vote that a meeting will be held. Notice of special
meetings  shall be given in the manner set forth in Section 2.4 of these  bylaws
and shall comply with Section 601(b) of the Code.

     2.4 NOTICE OF SHAREHOLDERS' MEETINGS

     All notices of meetings of shareholders shall be sent or otherwise given in
accordance  with Section 2.5 of these bylaws not less than ten (10) (or, if sent
by  third-class  mail pursuant to Section 2.5 of these bylaws,  thirty (30)) nor
more than  sixty  (60) days  before the date of the  meeting.  The notice  shall
specify  the  place,  date,  and  hour of the  meeting  and (i) in the case of a
special  meeting,  the  general  nature of the  business  to be  transacted  (no
business  other than that  specified in the notice may be transacted) or (ii) in
the case of the annual meeting,  those matters which the board of directors,  at
the time of giving the notice, intends to present for action by the shareholders
(but  subject to the  provisions  of the next  paragraph of this Section 2.4 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 name of any
nominee or nominees who, at the time of the notice, the board intends to present
for election.

     If action is  proposed  to be taken at any  meeting  for  approval of (i) a
contract or transaction  in which a director has a direct or indirect  financial
interest, pursuant to Section 310 of the Code, (ii) an amendment of the articles
of incorporation, pursuant to Section 902 of the Code, (iii) a reorganization of
the  corporation,  pursuant  to  Section  1201  of the  Code,  (iv) a  voluntary
dissolution of the  corporation,  pursuant to Section 1900 of the Code, or (v) a
distribution  in  dissolution  other  than in  accordance  with  the  rights  of
outstanding  preferred  shares,  pursuant to Section 2007 of the Code,  then the
notice shall also state the general nature of that proposal.

     2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

     Written  notice of any meeting of  shareholders  shall be given  either (i)
personally or (ii) by first-class  mail or (iii) by third-class mail but only if
the corporation  has outstanding  shares held of record by five hundred (500) or
more persons  (determined  as provided in Section 605 of the Code) on the record
date for the  shareholders'  meeting,  or (iv) by  telegraphic  or other written
communication.  Notices not personally  delivered  shall be sent charges prepaid
and shall be 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 mail or telegraphic or other written  communication
to the corporation's  principal  executive office, or if published at least once
in a  newspaper  of  general  circulation  in the county  where  that  office is
located.  Notice  shall be deemed to have been given at the time when  delivered
personally  or  deposited  in the mail or sent by  telegram  or  other  means of
written communication.

     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, then
all future  notices or reports  shall be deemed to have been duly given  without
further  mailing if the same 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 (1) year from the date of the giving of the notice.

     An  affidavit  of the  mailing  or other  means of giving any notice of any
shareholders'  meeting,  executed by the secretary,  assistant  secretary or any
transfer  agent of the  corporation  giving  the  notice,  shall be prima  facie
evidence of the giving of such notice.

     2.6 QUORUM

     The  presence  in person or by proxy of the  holders of a  majority  of the
shares  entitled to vote thereat  constitutes  a quorum for the  transaction  of
business at all meetings of  shareholders,  provided that if the shareholders of
any class  shall be  entitled  to take any  action,  including  the  election of
directors,  solely as a class, the presence in person or by proxy of the holders
of a  majority  of the  shares of such  class  entitled  to vote  thereat  shall
constitute  a  quorum  for the  taking  of any  such  actions  at a  meeting  of
shareholders. 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.

     2.7 ADJOURNED MEETING; NOTICE

     Any shareholders'  meeting,  annual or special,  whether or not a quorum is
present,  may be adjourned  from time to time by the vote of the majority of the
shares represented at that meeting, either in person or by proxy. In the absence
of a quorum,  no other  business may be  transacted  at that  meeting  except as
provided in Section 2.6 of these bylaws.

     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,  if a new  record  date for the  adjourned  meeting  is fixed or if the
adjournment  is for more  than  forty-five  (45)  days from the date set for the
original meeting, then notice of the adjourned meeting shall be given. Notice of
any such adjourned meeting shall be given to each shareholder of record entitled
to vote at the adjourned  meeting in accordance  with the provisions of Sections
2.4 and 2.5 of these  bylaws.  At any  adjourned  meeting  the  corporation  may
transact any business that might have been transacted at the original meeting.

     2.8 VOTING

     The shareholders  entitled to vote at any meeting of shareholders  shall be
determined  in accordance  with the  provisions of Section 2.11 of these bylaws,
subject to the  provisions of Sections 702 through 704 of the Code  (relating to
voting  shares held by a  fiduciary,  in the name of a  corporation  or in joint
ownership).

     The  shareholders'  vote  may be by  voice  vote  or by  ballot;  provided,
however,  that any election for  directors  must be by ballot if demanded by any
shareholder at the meeting and before the voting has begun.

     Except as provided in the last  paragraph of this Section 2.8, or as may be
otherwise  provided in the articles of  incorporation,  each outstanding  share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote of the  shareholders.  Any  shareholder  entitled to vote on any matter may
vote part of the shares in favor of the  proposal  and  refrain  from voting the
remaining  shares or, except when the matter is the election of  directors,  may
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 which the shareholder is entitled to vote.

     If a quorum is present,  the affirmative vote of the majority of the shares
represented and voting at a duly held meeting (which shares voting affirmatively
also constitute at least a majority of the required  quorum) shall be the act of
the  shareholders,  unless the vote of a greater  number or a vote by classes is
required by the Code or by the articles of incorporation.

     At a  shareholders'  meeting  at  which  directors  are  to be  elected,  a
shareholder  shall be entitled to cumulate votes (i.e., cast for any candidate a
number of votes greater than the number of votes which such shareholder normally
is entitled  to cast) if the  candidates'  names have been placed in  nomination
prior to  commencement  of the voting and the shareholder has given notice prior
to commencement of the voting of the shareholder's  intention to cumulate votes.
If any shareholder has given such a notice,  then every shareholder  entitled to
vote may cumulate  votes for  candidates in nomination  either (i) by giving 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
normally  entitled or (ii) by distributing the  shareholder's  votes on the same
principle among any or all of the candidates, as the shareholder thinks fit. The
candidates  receiving the highest number of affirmative  votes, up to the number
of directors to be elected,  shall be elected;  votes  against any candidate and
votes  withheld  shall have no legal effect.  A shareholder  shall only cumulate
votes  with  respect  to those  directors  for whom  such  shareholder  shall be
entitled to vote in the event of a provision  in the  articles of  incorporation
requiring directors to be elected by shareholders of a particular class.

     2.9 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT

     The transactions of any meeting of shareholders,  either annual or special,
however called and noticed,  and wherever held,  shall be as valid as though had
at a meeting  duly held after  regular  call and notice,  if a quorum be present
either in person or by proxy,  and if, either before or after the meeting,  each
person  entitled  to vote,  who was not  present in person or by proxy,  signs a
written  waiver of  notice or a consent  to the  holding  of the  meeting  or an
approval  of the  minutes  thereof.  The waiver of notice or 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 the
second paragraph of Section 2.4 of these bylaws, the waiver of notice or 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.

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

     2.10 SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

     Any  action  which  may be  taken  at any  annual  or  special  meeting  of
shareholders  may be taken  without a meeting and  without  prior  notice,  if a
consent in writing,  setting forth the action so taken, is signed by the holders
of  outstanding  shares  having not less than the  minimum  number of votes that
would be  necessary  to  authorize or take that action at a meeting at which all
shares entitled to vote on that action were present and voted.

     In the case of election of  directors,  such a consent  shall be  effective
only if signed by the holders of all outstanding shares entitled to vote for the
election of  directors.  However,  a director may be elected at any time to fill
any  vacancy  on the board of  directors,  provided  that it was not  created by
removal of a director and that it has not been filled by the  directors,  by the
written consent of the holders of a majority of the outstanding  shares entitled
to vote for the election of directors.

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

     If the  consents  of all  shareholders  entitled  to  vote  have  not  been
solicited  in  writing  and  if  the  unanimous  written  consent  of  all  such
shareholders has not been received,  then the secretary shall give prompt notice
of the corporate  action approved by the  shareholders  without a meeting.  Such
notice  shall  be  given to  those  shareholders  entitled  to vote who have not
consented  in writing and shall be given in the manner  specified in Section 2.5
of these  bylaws.  In the case of approval of (i) a contract or  transaction  in
which a  director  has a direct or  indirect  financial  interest,  pursuant  to
Section 310 of the Code, (ii)  indemnification  of a corporate "agent," pursuant
to Section 317 of the Code, (iii) a reorganization of the corporation,  pursuant
to Section 1201 of the Code, and (iv) a distribution  in dissolution  other than
in  accordance  with the rights of  outstanding  preferred  shares,  pursuant to
Section  2007 of the  Code,  the  notice  shall be given at least  ten (10) days
before the consummation of any action authorized by that approval.

     Any  shareholder  of record or other  person or entity  seeking to have the
shareholders  authorize or take corporate  action by written  consent shall,  by
written notice to the secretary,  request the board of directors to fix a record
date  pursuant to Section 2.11 hereof.  The board of directors  may, at any time
within ten (10) days after the date on which such a request is received, adopt a
resolution  fixing the record  date  (unless a record date has  previously  been
fixed pursuant to Section 2.11 hereof).  If no record date has been fixed by the
board of directors  pursuant to Section 2.11 hereof or otherwise within ten (10)
days of the date on which  such a  request  is  received,  the  record  date for
determining  shareholders  entitled  to consent to  corporate  action in writing
without a meeting, when no prior action by the board of directors is required by
applicable  law,  shall be the  first  date on which a  signed  written  consent
setting  forth the action  taken or  proposed  to be taken is  delivered  to the
corporation by delivery to its principal  place of business or to any officer or
agent of the  corporation  having  custody of the book in which  proceedings  of
meetings of shareholders are recorded. Delivery shall be by hand or by certified
or registered mail, return receipt  requested.  If no record date has been fixed
by the board of directors and prior action by the board of directors is required
by  applicable  law, the record date for  determining  shareholders  entitled to
consent to corporate  action in writing  without a meeting shall be at the close
of business on the date on which the board of  directors  adopts the  resolution
taking such prior action.

     In the event of the delivery,  in the manner provided by this Section 2.10,
to the  corporation  of the  requisite  written  consent  or  consents  to  take
corporate action and/or any related  revocation or revocations,  the corporation
may engage  independent  inspectors  of elections  for the purpose of performing
promptly a ministerial  review of the validity of the consents and  revocations.
For the purpose of  permitting  the  inspectors  to perform such review,  in the
event such  inspectors are  appointed,  no action by written  consent  without a
meeting  shall  be  effective  until  such  date as such  appointed  independent
inspectors  certify  to the  corporation  that  the  consents  delivered  to the
corporation  in  accordance  herewith  represent at least the minimum  number of
votes that would be necessary to take the corporate action. Nothing contained in
this  Section  2.10 shall in any way be  construed  to suggest or imply that the
board of  directors  or any  shareholder  shall not be  entitled  to contest the
validity  of any  consent or  revocation  thereof,  whether  before or after any
certification  by any  independent  inspectors,  or to  take  any  other  action
(including, without limitation, the commencement,  prosecution or defense of any
litigation with respect  thereto,  and the seeking of injunctive  relief in such
litigation).

     Every written consent shall bear the date of signature of each  shareholder
who signs the  consent and no written  consent  shall be  effective  to take the
corporate  action  referred  to therein  unless,  within  sixty (60) days of the
earliest dated written consent  received in accordance with this Section 2.10, a
written  consent or consents  signed by a  sufficient  number of holders to take
such action are delivered to the corporation in the manner prescribed herein.

     2.11  RECORD  DATE FOR  SHAREHOLDER  NOTICE,  VOTING,  AND GIVING  CONSENTS

     For  purposes of  determining  the  shareholders  entitled to notice of any
meeting or to vote  thereat or  entitled  to give  consent to  corporate  action
without a meeting,  the board of directors  may fix, in advance,  a record date,
which  shall not be more than sixty (60) days nor less than ten (10) days before
the date of any such  meeting  nor more than  sixty  (60) days  before  any such
action without a meeting,  and in such event only  shareholders of record on the
date so fixed are  entitled  to notice and to vote or to give  consents,  as the
case may be,  notwithstanding  any  transfer  of any  shares on the books of the
corporation after the record date, except as otherwise provided in the Code.

     If the board of directors does not so fix a record date:

          (a) the record date for determining shareholders entitled to notice of
     or to vote at a meeting of  shareholders  shall be at the close of business
     on the business day next  preceding the day on which notice is given or, if
     notice  is  waived,  at the  close of  business  on the  business  day next
     preceding the day on which the meeting is held; and

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

          The record date for any other  purpose shall be as provided in ARTICLE
     VIII of these bylaws.

     2.12 PROXIES

     Every person entitled to vote for directors,  or on any other matter, shall
have the right to do so either in person or by one or more agents  authorized by
a  written  proxy  signed by the  person  and filed  with the  secretary  of the
corporation.  A proxy shall be deemed signed if the shareholder's name is placed
on the proxy (whether by manual signature, typewriting, telegraphic transmission
or  otherwise)  by the  shareholder  or the  shareholder's  attorney-in-fact.  A
validly  executed  proxy  which  does not  state  that it is  irrevocable  shall
continue in full force and effect  unless (i) the person who  executed the proxy
revokes  it  prior  to the  time  of  voting  by  delivering  a  writing  to the
corporation stating that the proxy is revoked or by executing a subsequent proxy
and presenting it to the meeting or by voting in person at the meeting,  or (ii)
written notice of the death or incapacity of the maker of that proxy is received
by the corporation before the vote pursuant to that proxy is counted;  provided,
however, that no proxy shall be valid after the expiration of eleven (11) months
from the date of the proxy,  unless  otherwise  provided in the proxy. The dates
contained on the forms of proxy presumptively  determine the order of execution,
regardless of the postmark dates on the envelopes in which they are mailed.  The
revocability of a proxy that states on its face that it is irrevocable  shall be
governed by the provisions of Sections 705(e) and 705(f) of the Code.

     2.13 INSPECTORS OF ELECTION

     Before any meeting of  shareholders,  the board of directors may appoint an
inspector or inspectors of election to act at the meeting or its adjournment. If
no inspector of election is so appointed,  then the chairman of the meeting may,
and on the request of any shareholder or a shareholder's proxy shall, appoint an
inspector  or  inspectors  of  election  to act at the  meeting.  The  number of
inspectors  shall be either one (1) or three (3). If inspectors are appointed at
a meeting  pursuant to the request of one (1) or more  shareholders  or proxies,
then the holders of a majority of shares or their proxies present at the meeting
shall determine whether one (1) or three (3) inspectors are to be appointed.  If
any person  appointed as  inspector  fails to appear or fails or refuses to act,
then the chairman of the meeting may, and upon the request of any shareholder or
a shareholder's proxy shall, appoint a person to fill that vacancy.

     Such inspectors shall:

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

          (b) receive votes, ballots or consents;

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

          (d) count and tabulate all votes or consents;

          (e) determine when the polls shall close;

          (f) determine the result; and

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

     2.14 ADVANCE NOTICE OF SHAREHOLDER NOMINEES

     Nominations  of  persons  for  election  to the board of  directors  of the
corporation  may be made at a meeting of  shareholders by or at the direction of
the board of directors or by any shareholder of the corporation entitled to vote
in the  election  of  directors  at the  meeting  who  complies  with the notice
procedures set forth in this Section. Such nominations, other than those made by
or at the direction of the board of directors,  shall be made pursuant to timely
notice  in  writing  to  the  secretary  of the  corporation.  To be  timely,  a
shareholder's  notice  shall be  delivered  to or  mailed  and  received  at the
principal  executive  offices of the  corporation  not less than ninety (90) nor
more than one hundred and twenty  (120) days prior to the first  anniversary  of
the day on which  notice  of the date of the prior  year's  annual  meeting  was
mailed.

     Such  shareholder's  notice shall set forth (a) as to each person,  if any,
whom the  shareholder  proposes to nominate  for  election or  re-election  as a
director:  (i) the name,  age,  business  address and residence  address of such
person,  (ii) the principal  occupation or employment of such person,  (iii) the
class and number of shares of the  corporation  that are  beneficially  owned by
such person,  (iv) any other  information  relating to such person that would be
required by law to be  disclosed  in  solicitations  of proxies for  election of
directors, and (v) such person's written consent to being named as a nominee and
to serving as a director if elected;  and (b) as to the  shareholder  giving the
notice: (i) the name and address, as they appear on the corporation's  books, of
such  shareholder,  and (ii) the class and  number of shares of the  corporation
that are beneficially owned by such shareholder,  and (iii) a description of all
arrangements or understandings between such shareholder and each nominee and any
other  person or  persons  (naming  such  person  or  persons)  relating  to the
nomination.  At the request of the board of directors,  any person  nominated by
the board for  election  as a director  shall  furnish to the  secretary  of the
corporation  that  information  required  to be set  forth in the  shareholder's
notice of nomination that pertains to the nominee.

     No person shall be eligible  for election as a director of the  corporation
unless  nominated in accordance  with the  procedures set forth in this Section.
The chair of the meeting shall,  if the facts warrant,  determine and declare at
the meeting that a nomination  was not made in  accordance  with the  procedures
prescribed  by these  Bylaws,  and if the chair should so  determine,  he or she
shall  so  declare  at  the  meeting  and  the  defective  nomination  shall  be
disregarded.

     2.15 ADVANCE NOTICE OF SHAREHOLDER BUSINESS

     At an annual  meeting  of the  shareholders,  only such  business  shall be
conducted as shall have been properly brought before the meeting. To be properly
brought  before an annual  meeting,  business  must be: (a) as  specified in the
notice of meeting (or any  supplement  thereto)  given by or at the direction of
the board of directors,  (b) otherwise properly brought before the meeting by or
at the direction of the board of directors,  or (c) otherwise  properly  brought
before the meeting by a  shareholder.  Business  to be brought  before an annual
meeting  by a  shareholder  shall  not be  considered  properly  brought  if the
stockholder  has not given timely notice  thereof in writing to the secretary of
the corporation.  To be timely,  a shareholder's  notice must be delivered to or
mailed and received at the principal  executive  offices of the  corporation not
less than ninety  (90) nor more than one hundred and twenty  (120) days prior to
the first anniversary of the day on which notice of the date of the prior year's
annual meeting was mailed.

     A  shareholder's  notice to the secretary shall set forth as to each matter
the  shareholder  proposes  to bring  before  the  annual  meeting:  (i) a brief
description of the business  desired to be brought before the annual meeting and
the reasons for conducting  such business at the annual  meeting,  (ii) the name
and address of the  shareholder  proposing  such  business,  (iii) the class and
number  of  shares  of  the  corporation  that  are  beneficially  owned  by the
shareholder, (iv) any material interest of the shareholder in such business, and
(v)  any  other  information  that  is  required  by law to be  provided  by the
shareholder  in his or her  capacity as a proponent of a  stockholder  proposal.
Notwithstanding  anything in these bylaws to the contrary,  no business shall be
conducted at any annual  meeting  except in accordance  with the  procedures set
forth in this  Section.  The chair of the  annual  meeting  shall,  if the facts
warrant,  determine  and declare at the meeting  that  business was not properly
brought  before  the  meeting  and in  accordance  with the  provisions  of this
Section,  and, if the chair should so  determine,  he or she shall so declare at
the meeting that any such business not properly brought before the meeting shall
not be transacted.

                                   ARTICLE III

                                    DIRECTORS

     3.1 POWERS

     Subject to the  provisions of the Code 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.

     3.2 NUMBER OF DIRECTORS

     Unless  otherwise   provided  in  the  Articles  of  Incorporation  of  the
corporation,  the number of directors of the corporation  shall be not less than
five (5) nor more than nine (9),  and the  exact  number of  directors  shall be
seven (7) from January 17 until May 23, 2003,  and shall  thereafter  be six (6)
until  changed,  within the limits  specified  above,  by a bylaw  amending this
Section 3.2, 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.  No amendment may change the stated  maximum  number of authorized
directors to a number  greater than two (2) times the stated  minimum  number of
directors minus one (1).

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

     3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS

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

     3.4 RESIGNATION AND VACANCIES

     Any director may resign  effective on giving written notice to the chairman
of the board, the president, the secretary or the board of directors, unless the
notice specifies a later time for that resignation to become  effective.  If the
resignation  of a director is effective at a future time, the board of directors
may elect a successor to take office when the resignation becomes effective.

     Except as  otherwise  provided  in the  Articles  of  Incorporation  of the
corporation  vacancies in the board of directors  may be filled by a majority of
the  remaining  directors,  even if less than a quorum,  or by a sole  remaining
director; however, a vacancy created by the removal of a director by the vote or
written consent of the  shareholders or by court order may be filled only by the
affirmative  vote of a majority of the shares  represented  and voting at a duly
held meeting at which a quorum is present  (which  shares  voting  affirmatively
also constitute a majority of the required quorum),  or by the unanimous written
consent of all shares  entitled to vote thereon.  Each director so elected shall
hold  office  until the next  annual  meeting  of the  shareholders  and until a
successor has been elected and qualified.

     A vacancy or vacancies in the board of directors  shall be deemed to exist,
among other things, (i) in the event of the death, resignation or removal of any
director,  (ii) if the board of  directors  by  resolution  declares  vacant the
office of a director who has been  declared of unsound mind by an order of court
or  convicted  of a  felony,  (iii) if the  authorized  number of  directors  is
increased,  or (iv) if the shareholders  fail, at any meeting of shareholders at
which any director or directors are elected, to elect the number of directors to
be elected at that meeting.

     Except as  otherwise  provided  in the  Articles  of  Incorporation  of the
corporation,  the  shareholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the directors, but any such election
other than to fill a vacancy created by removal,  if by written  consent,  shall
require  the  consent of the  holders of a majority  of the  outstanding  shares
entitled to vote thereon.

     3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE

     Regular  meetings of the board of directors may be held at any place within
or outside the State of California that has been designated from time to time by
resolution of the board. In the absence of such a designation,  regular meetings
shall be held at the  principal  executive  office of the  corporation.  Special
meetings  of the board may be held at any place  within or outside  the State of
California  that has been  designated  in the notice of the  meeting  or, if not
stated in the notice or if there is no notice, at the principal executive office
of the corporation.

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

     3.6 REGULAR MEETINGS

     Regular  meetings of the board of directors  may be held without  notice if
the times of such meetings are fixed by the board of directors.

     3.7 SPECIAL MEETINGS; NOTICE

     Special  meetings of the board of directors for any purpose or purposes may
be called at any time by the  chairman  of the board,  the  president,  any vice
president, the secretary or any two directors.

     Notice  of the  time and  place  of  special  meetings  shall be  delivered
personally  or by  telephone  to each  director or sent by  first-class  mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the  corporation.  If the notice is mailed,  it
shall be deposited  in the United  States mail at least four (4) days before the
time of the holding of the meeting. If the notice is delivered  personally or by
telephone or telegram,  it shall be delivered  personally  or by telephone or to
the  telegraph  company at least  forty-eight  (48) hours before the time of the
holding of the meeting.  Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly communicate
it to the director.  The notice need not specify the purpose or the place of the
meeting,  if the meeting is to be held at the principal  executive office of the
corporation.

     3.8 QUORUM

     Except as  otherwise  provided  in the  Articles of  Incorporation  of this
corporation, a majority of the authorized number of directors shall constitute a
quorum for the transaction of business, except to adjourn as provided in Section
3.10 of these  bylaws.  Every act or decision  done or made by a majority of the
directors  present at a duly held meeting at which a quorum is present  shall be
regarded  as the act of the board of  directors,  subject to the  provisions  of
Section 310 of the Code (as to approval of contracts or  transactions in which a
director has a direct or indirect material financial  interest),  Section 311 of
the Code (as to  appointment of  committees),  Section 317(e) of the Code (as to
indemnification  of  directors),  the  articles  of  incorporation,   and  other
applicable law.

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

     3.9 WAIVER OF NOTICE

     Notice  of a  meeting  need not be given to any  director  (i) who  signs a
waiver of notice or a consent  to holding  the  meeting  or an  approval  of the
minutes  thereof,  whether before or after the meeting,  or (ii) who attends the
meeting without  protesting,  prior thereto or at its commencement,  the lack of
notice to such  directors.  All such waivers,  consents,  and approvals shall be
filed with the corporate  records or made part of the minutes of the meeting.  A
waiver of notice need not specify the purpose of any regular or special  meeting
of the board of directors.

     3.10 ADJOURNMENT

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

     3.11 NOTICE OF ADJOURNMENT

     Notice of the time and place of holding an  adjourned  meeting  need not be
given unless the meeting is adjourned for more than  twenty-four  (24) hours. If
the meeting is adjourned for more than  twenty-four  (24) hours,  then notice of
the time and place of the adjourned  meeting shall be given before the adjourned
meeting takes place, in the manner specified in Section 3.7 of these bylaws,  to
the directors who were not present at the time of the adjournment.

     3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

     Any action  required or permitted to be taken by the board of directors may
be taken without a meeting,  provided that all members of the board individually
or  collectively  consent  in  writing to that  action.  Such  action by written
consent shall have the same force and effect as a unanimous vote of the board of
directors. Such written consent and any counterparts thereof shall be filed with
the minutes of the proceedings of the board.

     3.13 FEES AND COMPENSATION OF DIRECTORS

     Directors and members of committees may receive such compensation,  if any,
for  their  services  and  such  reimbursement  of  expenses  as may be fixed or
determined by resolution of the board of directors.  This Section 3.13 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.

     3.14 APPROVAL OF LOANS TO OFFICERS

     The  corporation  may,  upon the approval of the board of directors  alone,
make loans of money or property to, or guarantee the obligations of, any officer
of the  corporation or its parent or subsidiary,  whether or not a director,  or
adopt an employee  benefit plan or plans  authorizing  such loans or  guaranties
provided that (i) the board of directors determines that such a loan or guaranty
or plan  may  reasonably  be  expected  to  benefit  the  corporation,  (ii) the
corporation  has  outstanding  shares  held of  record  by 100 or  more  persons
(determined  as  provided in Section 605 of the Code) on the date of approval by
the board of directors, and (iii) the approval of the board of directors is by a
vote  sufficient  without  counting  the  vote  of any  interested  director  or
directors.  The sale of shares of the  corporation  to employees or directors of
the  corporation or any subsidiary or parent of the  corporation  for promissory
notes pursuant to a stock  purchase or stock option plan or agreement  shall not
be considered a loan of money or property to, or guarantee of the obligation of,
such employees or directors for purposes of this Section 3.14.

                                   ARTICLE IV

                                   COMMITTEES

     4.1 COMMITTEES OF DIRECTORS

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

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

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

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

          (d) the  amendment  or repeal of these  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 of such committees.

     4.2 MEETINGS AND ACTION OF COMMITTEES

     Meetings and actions of committees shall be governed by, and held and taken
in accordance  with, the provisions of ARTICLE III of these bylaws,  Section 3.5
(place of  meetings),  Section 3.6  (regular  meetings),  Section  3.7  (special
meetings  and  notice),  Section 3.8  (quorum),  Section 3.9 (waiver of notice),
Section 3.10  (adjournment),  Section 3.11 (notice of adjournment),  and Section
3.12 (action without meeting),  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; provided,  however, that the time of regular meetings
of committees  may be determined  either by resolution of the board of directors
or by resolution of the committee,  that special meetings of committees may also
be called by resolution  of the board of  directors,  and that 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 V

                                    OFFICERS

     5.1 OFFICERS

     The officers of the corporation  shall be a president,  a secretary,  and a
chief financial officer. The corporation may also have, at the discretion of the
board of directors, a chairman of the board, one or more vice presidents, one or
more assistant  secretaries,  one or more assistant  treasurers,  and such other
officers as may be appointed in accordance with the provisions of Section 5.3 of
these bylaws. Any number of offices may be held by the same person.

     5.2 ELECTION OF OFFICERS

     The officers of the  corporation,  except such officers as may be appointed
in accordance with the provisions of Section 5.3 or Section 5.5 of these bylaws,
shall be chosen by the board, subject to the rights, if any, of an officer under
any contract of employment.

     5.3 SUBORDINATE OFFICERS

     The board of  directors  may  appoint,  or 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 of  directors  may
from time to time determine.

     5.4 REMOVAL AND RESIGNATION OF OFFICERS

     Subject  to the  rights,  if any,  of an  officer  under  any  contract  of
employment,  any officer may be removed,  either with or without  cause,  by the
board of directors at any regular or special  meeting of the board or, except in
case of an officer  chosen by the board of  directors,  by any officer upon whom
such power of removal may be conferred by the board of directors.

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

     5.5 VACANCIES IN OFFICES

     A  vacancy  in  any  office   because  of  death,   resignation,   removal,
disqualification  or any other cause shall be filled in the manner prescribed in
these bylaws for regular appointments to that office.

     5.6 CHAIRMAN OF THE BOARD

     The  chairman  of the  board,  if such an  officer be  elected,  shall,  if
present,  preside at meetings of the board of directors and exercise and perform
such other  powers and duties as may from time to time be assigned to him by the
board of  directors  or as may be  prescribed  by these  bylaws.  If there is no
president or if designated  by the board of directors,  then the chairman of the
board shall also be the chief  executive  officer of the  corporation  and shall
have the powers and duties prescribed in Section 5.7 of these bylaws.

     5.7 PRESIDENT

     Subject to such supervisory powers, if any, as may be given by the board of
directors  to the  chairman  of the  board,  if  there be such an  officer,  the
president  shall be the chief  executive  officer of the  corporation and shall,
subject to the  control of the board of  directors,  have  general  supervision,
direction,  and control of the business and the officers of the corporation.  He
shall  preside  at all  meetings  of the  shareholders  and,  in the  absence or
nonexistence  of a  chairman  of the  board,  at all  meetings  of the  board of
directors.  He 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.

     5.8 VICE PRESIDENTS

     In the absence or disability of the president, the vice presidents, if any,
in order of their rank as fixed by the board of directors  or, if not ranked,  a
vice  president  designated  by the board of  directors,  shall  perform all the
duties of the  president and when so acting shall have all the powers of, and be
subject to all the restrictions  upon, the president.  The vice presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them  respectively by the board of directors,  these bylaws,  the
president or the chairman of the board.

     5.9 SECRETARY

     The secretary  shall keep or cause to be kept,  at the principal  executive
office of the  corporation  or such other  place as the board of  directors  may
direct,  a book of minutes of all meetings and actions of directors,  committees
of directors and shareholders. The minutes shall show the time and place of each
meeting,  whether  regular or special (and, if special,  how  authorized and the
notice  given),  the names of those present at directors'  meetings or committee
meetings, the number of shares present or represented at shareholders' meetings,
and the proceedings thereof.

     The secretary  shall keep, or cause to be kept, at the principal  executive
office of the corporation or at the office of the  corporation's  transfer agent
or registrar,  as  determined  by resolution of the board of directors,  a share
register,  or a duplicate share register,  showing the names of all shareholders
and their  addresses,  the number and classes of shares held by each, the number
and date of  certificates  evidencing  such  shares,  and the number and date of
cancellation of every certificate surrendered for cancellation.

     The secretary  shall give, or cause to be given,  notice of all meetings of
the shareholders and of the board of directors required to be given by law or by
these bylaws. He shall keep the seal of the corporation,  if one be adopted,  in
safe  custody and shall have such other  powers and perform such other duties as
may be prescribed by the board of directors or by these bylaws.

     5.10 CHIEF FINANCIAL OFFICER

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

     The chief financial  officer shall deposit all money and other valuables in
the name and to the credit of the corporation  with such  depositaries as may be
designated  by the  board of  directors.  He  shall  disburse  the  funds of the
corporation  as may be ordered by the board of  directors,  shall  render to the
president  and  directors,  whenever  they  request it, an account of all of his
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.

                                   ARTICLE VI

                INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
                                AND OTHER AGENTS

     6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The corporation shall, to the maximum extent and in the manner permitted by
the Code,  indemnify  each of its  directors and officers  against  expenses (as
defined in Section 317(a) of the Code), judgments, fines, settlements, and other
amounts  actually and reasonably  incurred in connection with any proceeding (as
defined in Section 317(a) of the Code),  arising by reason of the fact that such
person is or was an agent of the corporation.  For purposes of this Section 6.1,
a "director" or "officer" of the  corporation  includes any person (i) who is or
was a director or officer of the corporation,  (ii) who is or was serving at the
request  of the  corporation  as a director  or officer of another  corporation,
partnership,  joint  venture,  trust or  other  enterprise,  or (iii)  who was a
director or officer of a corporation which was a predecessor  corporation of the
corporation  or of  another  enterprise  at  the  request  of  such  predecessor
corporation.

     6.2 INDEMNIFICATION OF OTHERS

     The  corporation  shall  have the  power,  to the  extent and in the manner
permitted by the Code, to indemnify each of its employees and agents (other than
directors and officers)  against  expenses (as defined in Section  317(a) of the
Code), judgments, fines, settlements,  and other amounts actually and reasonably
incurred in connection  with any proceeding (as defined in Section 317(a) of the
Code),  arising by reason of the fact that such person is or was an agent of the
corporation.  For purposes of this Section 6.2, an  "employee" or "agent" of the
corporation (other than a director or officer) includes any person (i) who is or
was an employee or agent of the  corporation,  (ii) who is or was serving at the
request of the  corporation  as an  employee  or agent of  another  corporation,
partnership,  joint  venture,  trust or other  enterprise,  or (iii)  who was an
employee or agent of a corporation  which was a predecessor  corporation  of the
corporation  or of  another  enterprise  at  the  request  of  such  predecessor
corporation.

                                  ARTICLE VII

                               RECORDS AND REPORTS

     7.1 MAINTENANCE AND INSPECTION OF SHARE REGISTER

     The corporation  shall keep either at its principal  executive office or at
the office of its  transfer  agent or  registrar  (if either be  appointed),  as
determined by resolution of the board of directors, a record of its shareholders
listing 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 who holds at least five
percent  (5%)  in  the  aggregate  of  the  outstanding  voting  shares  of  the
corporation or who holds at least one percent (1%) of such voting shares and has
filed a Schedule 14A with the Securities and Exchange Commission relating to the
election of  directors,  may (i)  inspect and copy the records of  shareholders'
names,  addresses,  and  shareholdings  during usual  business hours on five (5)
days' prior  written  demand on the  corporation,  (ii) obtain from the transfer
agent of the  corporation,  on written demand and on the tender of such transfer
agent's  usual  charges for such list, a list of the names and  addresses of the
shareholders  who are entitled to vote for the election of directors,  and their
shareholdings,  as of the most  recent  record date for which that list has been
compiled or as of a date specified by the shareholder  after the date of demand.
Such list shall be made available to any such  shareholder by the transfer agent
on or before the later of five (5) days after the demand is received or five (5)
days after the date  specified in the demand as the date as of which the list is
to be compiled.

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

     Any  inspection and copying under this Section 7.1 may be made in person or
by an  agent  or  attorney  of the  shareholder  or  holder  of a  voting  trust
certificate making the demand.

     7.2 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 California the original or a copy of these bylaws as amended
to date,  which bylaws 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 such state,  then the secretary  shall,  upon the
written request of any shareholder,  furnish to that shareholder a copy of these
bylaws as amended to date.

     7.3 MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS

     The  accounting  books and records and the  minutes of  proceedings  of the
shareholders,  of the board of directors,  and of any committee or committees of
the board of directors  shall be kept at such place or places as are  designated
by the board of directors or, in absence of such  designation,  at the principal
executive office of the corporation.  The minutes shall be kept in written form,
and the accounting  books and records shall be kept either in written form or in
any other form capable of being converted into written form.

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

     7.4 INSPECTION BY DIRECTORS

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

     7.5 ANNUAL REPORT TO SHAREHOLDERS; WAIVER

     The  board of  directors  shall  cause an  annual  report to be sent to the
shareholders not later than one hundred twenty (120) days after the close of the
fiscal  year  adopted by the  corporation.  Such  report  shall be sent at least
fifteen  (15) days (or,  if sent by  third-class  mail,  thirty-five  (35) days)
before the annual meeting of shareholders to be held during the next fiscal year
and in the manner  specified in Section 2.5 of these bylaws for giving notice to
shareholders of the corporation.

     The annual  report shall  contain (i) a balance  sheet as of the end of the
fiscal year, (ii) an income statement, (iii) a statement of changes in financial
position for the fiscal year, and (iv) any report of independent accountants or,
if there is no such report,  the  certificate  of an  authorized  officer of the
corporation  that the statements were prepared  without audit from the books and
records of the corporation.

     The  foregoing  requirement  of an annual report shall be waived so long as
the shares of the  corporation  are held by fewer than one hundred (100) holders
of record.

     7.6 FINANCIAL STATEMENTS

     If no annual report for the fiscal year has been sent to shareholders, then
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 to the person making the request, within thirty (30) days thereafter,  a
copy of a  balance  sheet  as of the  end of  such  fiscal  year  and an  income
statement and statement of changes in financial position for such fiscal year.

     If a shareholder or shareholders  holding at least five percent (5%) of the
outstanding  shares  of any  class of stock of the  corporation  makes a written
request to the  corporation  for an income  statement of the corporation for the
three-month,  six-month or  nine-month  period of the then  current  fiscal year
ended  more than  thirty  (30) days  before the date of the  request,  and for a
balance sheet of the  corporation  as of the end of that period,  then the chief
financial  officer  shall cause that  statement to be  prepared,  if not already
prepared,  and shall deliver  personally or mail that statement or statements to
the person  making the request  within thirty (30) days after the receipt of the
request.  If the corporation has not sent to the  shareholders its annual report
for the last fiscal year, the statements  referred to in the first  paragraph of
this Section 7.6 shall  likewise be delivered  or mailed to the  shareholder  or
shareholders within thirty (30) days after the request.

     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 by 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.

     7.7 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

     The chairman of the board,  the president,  any vice  president,  the chief
financial officer, the secretary or assistant secretary of this corporation,  or
any other person authorized by the board of directors or the president or a vice
president,  is  authorized  to vote,  represent,  and exercise on behalf of this
corporation all rights  incident to any and all shares of any other  corporation
or corporations  standing in the name of this corporation.  The authority herein
granted may be exercised  either by such person  directly or by any other person
authorized  to do so by proxy or power of attorney  duly executed by such person
having the authority.

                                  ARTICLE VIII

                                 GENERAL MATTERS

     8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

     For purposes of determining the shareholders entitled to receive payment of
any  dividend  or  other   distribution  or  allotment  of  any  rights  or  the
shareholders  entitled  to  exercise  any rights in respect of any other  lawful
action (other than action by shareholders by written consent without a meeting),
the board of directors  may fix, in advance,  a record date,  which shall not be
more  than  sixty  (60)  days  before  any  such  action.  In  that  case,  only
shareholders  of  record  at the  close of  business  on the  date so fixed  are
entitled to receive the  dividend,  distribution  or allotment of rights,  or to
exercise such rights,  as the case may be,  notwithstanding  any transfer of any
shares on the books of the corporation after the record date so fixed, except as
otherwise provided in the Code.

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

     8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

     From time to time,  the board of directors  shall  determine by  resolution
which person or persons may sign or endorse all checks, drafts, other orders for
payment of money,  notes or other evidences of  indebtedness  that are issued in
the name of or payable to the  corporation,  and only the persons so  authorized
shall sign or endorse those instruments.

     8.3 CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED

     The board of directors,  except as otherwise  provided in these bylaws, may
authorize  any  officer  or  officers,  or agent or  agents,  to enter  into any
contract  or  execute  any  instrument  in the  name  of and  on  behalf  of the
corporation;  such  authority may be general or confined to specific  instances.
Unless so  authorized 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.

     8.4 CERTIFICATES FOR SHARES

     A certificate or certificates for shares of the corporation shall be issued
to each  shareholder  when any of such  shares  are  fully  paid.  The  board of
directors  may  authorize  the issuance of  certificates  for shares partly paid
provided  that  these   certificates   shall  state  the  total  amount  of  the
consideration to be paid for them and the amount actually paid. All certificates
shall be signed in the name of the  corporation  by the chairman of the board or
the vice chairman of the board or the  president or a vice  president and by the
chief  financial  officer  or an  assistant  treasurer  or the  secretary  or an
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 ceases 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.

     8.5 LOST CERTIFICATES

     Except as provided in this  Section  8.5,  no new  certificates  for shares
shall be issued to replace a previously issued  certificate unless the latter is
surrendered  to the  corporation  and  cancelled at the same time.  The board of
directors  may,  in case any  share  certificate  or  certificate  for any other
security is lost,  stolen or destroyed,  authorize  the issuance of  replacement
certificates  on such terms and  conditions as the board may require;  the board
may  require  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.

     8.6 CONSTRUCTION; DEFINITIONS

     Unless the context requires  otherwise,  the general  provisions,  rules of
construction, and definitions in the Code 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 IX

                                   AMENDMENTS

     9.1 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 incorporation of
the corporation set forth the number of authorized directors of the corporation,
then the  authorized  number of directors may be changed only by an amendment of
the articles of incorporation.

     9.2 AMENDMENT BY DIRECTORS

     Subject to the rights of the  shareholders  as  provided  in Section 9.1 of
these bylaws, bylaws, other than a bylaw or an amendment of a bylaw changing the
authorized number of directors (except to fix the authorized number of directors
pursuant  to a bylaw  providing  for a  variable  number of  directors),  may be
adopted, amended or repealed by the board of directors.