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                                                                     EXHIBIT 3.1
                                                                   
                                     BYLAWS
                           PACIFIC SCIENTIFIC COMPANY

ARTICLE I

OFFICES

Section 1 - PRINCIPAL OFFICES

The board of directors shall fix the location of the principal executive office
of the corporation at any place within or outside the State of California.  If
the principal executive office is located outside this state, and the
corporation has one or more business offices in this state, the board of
directors shall fix and designate a principal business office in the State of
California.

Section 2 - OTHER OFFICES

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


ARTICLE II

MEETING OF SHAREHOLDERS

Section 1 - PLACE OF MEETINGS

Meetings of shareholders shall be held at any place within or outside the State
of California designated by the board of directors.  In the absence of any such
designation, shareholders' meetings shall be held at the principal executive
office of the corporation.

Section 2 - ANNUAL MEETING

The annual meeting of shareholders shall be held each year on a date and at a
time designated by the board of directors.  At each annual meeting, directors
shall be elected, and any other proper business may be transacted.

Section 3 - SPECIAL MEETING

A special meeting of the shareholders may be called at any time by the board of
directors, or by the chairman of the board, or by the president, or by one or
more shareholders holding shares in the aggregate entitled to cast not less
than 10% of the votes at that meeting.


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If a special meeting is called by any person or persons other than the board of
directors, the request shall be in writing, specifying the time of such meeting
and the general nature of the business proposed to be transacted, and shall be
delivered personally or sent by registered mail or by telegraphic or other
facsimile transmission to the chairman of the board, the president, any vice
president, or the secretary of the corporation.  The officer receiving the
request shall cause notice to be promptly given to the shareholders entitled to
vote, in accordance with the provisions of Sections 4 and 5 of this Article II,
that a meeting will be held at the time requested by the person or persons
calling the meeting, not less than thirty-five (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 paragraph of this
Section 3 shall be construed as limiting, fixing or affecting the time when a
meeting of shareholders called by action of the board of directors may be held.


Section 4 - NOTICE OF SHAREHOLDERS' MEETINGS

All notices of meeting of shareholders shall be sent or otherwise given in
accordance with Section 5 of this Article II not less than ten (10) 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 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.
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, management
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 Corporations Code of California, (ii) an
amendment of the Articles of Incorporation, pursuant to Section 902 of that
Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of
that Code, (iv) a voluntary dissolution of the corporation, pursuant to Section
1900 of that Code, or (v) 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.


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Section 5 - MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

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 the shareholder at the address of that shareholder
appearing on the books of the corporation or given by the shareholder to the
corporation for the purpose of notice.  If no such address appears on the
corporation's books or is given, notice shall be deemed to have been given if
sent to that shareholder by first-class mail or telegraphic or other written
communication to the corporation's principal 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, all
future notices or report shall be deemed to have been duly given without
further mailing if these 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.

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


Section 6 - QUORUM

The presence in person or by proxy of the holders of a majority of the shares
entitled to vote at any meeting of shareholders shall constitute a quorum for
the transaction of business.  The shareholders present at a duly called or held
meeting at which a quorum is present may continue to 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.


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Section 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, but in the
absence of a quorum, no other business may be transacted at that meeting,
except as provided in Section 6 of this Article II.

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 a meeting at which the adjournment is taken,
unless a new record date for the adjourned meeting is fixed, or unless the
adjournment is for more than forty-five (45) days from the date set for the
original meeting, in which case the board of directors shall set a new record
date.  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 4 and 5 of this Article II.  At any adjourned meeting
the corporation may transact any business which might have been transacted at
the original meeting.


Section 8 - VOTING

The shareholders entitled to vote at any meeting of shareholders shall be
determined in accordance with the provisions of Section 11 of this Article II,
subject to the provisions of Sections 702 to 704, inclusive, of the
Corporations Code of California (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 before the voting
has begun.  On any matter other than elections of directors, any shareholder
may vote part of the shares in favor of the proposal and refrain from voting
the remaining shares or vote them against the proposal, but, if the shareholder
fails to specify the number of shares which the shareholder is voting
affirmatively, it will be conclusively presumed that the shareholder's
approving vote is with respect to all shares that the shareholder is entitled
to vote.  If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on any matter (other
than the election of directors) shall be the act of the shareholders, unless
the vote of a greater number or voting by classes is required by California
General Corporation Law or by the Articles of Incorporation.


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At a shareholders' meeting at which directors are to be elected, no shareholder
shall be entitled to cumulate votes (i.e., cast for any one or more candidates
a number of votes greater than the number of the shareholder's shares) unless
the candidates' names have been placed in nomination prior to commencement of
the voting and a 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 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,
as shareholder thinks fit.  The candidates receiving the highest number of
votes, up to the number of directors to be elected, shall be elected.


Section 9 - WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS

The transactions of any meeting of shareholders, either annual or special,
however called and notice, 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 a holding of the meeting, or an
approval of the minutes.  The waiver of notice or consent need not specify
either the business to be transacted for 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 4 of this Article II, the waiver of notice or consent shall state the
general nature of the proposal.  All such waivers, consents or 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
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 not included in the notice of
the meeting if that objection is expressly made at the meeting.


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Section 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 thereon 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;
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 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 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.

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 shall
not have been received, the secretary shall give prompt notice of the corporate
action approved by the shareholders without a meeting.  This notice shall be
given in the manner specified in Section 5 of this Article II.  In the case of
approval of (i) contracts or transactions in which a director has a direct or
indirect financial interest, pursuant to Section 310 of the Corporations Code
of California, (ii) indemnification of agents of the corporation, pursuant to
Section 317 of that Code, (iii) a reorganization of the corporation, pursuant
to Section 1201 of that Code, and (iv) 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 ten (10) days
before the consummation of any action authorized by that approval.


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Section 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 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 this 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 California General
Corporation Law.

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.

(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 of 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.

Section 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) revoked by the person
executing it, before the vote pursuant to that proxy, by a writing delivered to
the corporation stating that the proxy is revoked, or by a subsequent proxy
executed by, or attendance at the meeting and voting in person by, the person
executing the proxy;


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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 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.


Section 13 - INSPECTORS OF ELECTION

Before any meeting of shareholders, the board of directors may appoint any
persons other than nominees for office to act as inspectors of election at the
meeting or its adjournment.  If no inspectors of election are so appointed, the
chairman of the meeting may, and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election at the meeting.  The
number of inspectors shall be either one (1) or three (3).  If inspectors are
appointed at a meeting on the request of one or more shareholders or proxies,
the holders of a majority of shares or their proxies present 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, 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.

These inspectors shall:

(a)     Determine the number of shares outstanding and the voting power of
        each, the 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.


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ARTICLE III

DIRECTORS

Section 1 - POWERS

Subject to the provisions of the California General Corporation Law and any
limitations in the Articles of Incorporation and these Bylaws relating to
action required to be approved by the shareholders or by the outstanding
shares, the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised by or under the direction of the board of
directors.

Without prejudice to these general powers, and subject to the same limitations,
the directors shall have the power to:

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

(b)     Change the principal executive office or the principal business office
        in the State of California from one location to another; cause the
        corporation to be qualified to do business in any other state,
        territory, dependency, or country and conduct business within or
        without the State of California; and designate any place within or
        without the State of California for the holding of any shareholders'
        meeting, or meetings, including annual meetings.

(c)     Adopt, make, and use a corporate seal; prescribe the forms of
        certificates of stock; and alter the form of the seal and certificates.

(d)     Authorize the issuance of shares of stock of the corporation on any
        lawful terms, in consideration of money paid, labor done, services
        actually rendered, debts or securities canceled, or tangible or
        intangible property actually received.

(e)     Borrow money and incur indebtedness on behalf of the corporation, and
        cause to be executed and delivered for the corporation's purposes, in
        the corporate name, promissory notes, bonds, debentures, deeds of
        trust, mortgages, pledges, hypothecations, and other evidences of debt
        and securities.


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(f)     Designate a director to be chairman of the board if that office is not
        filled by an officer of the Company, said chairman to exercise and
        perform those powers and duties as are set forth in Article V Section 6
        of these Bylaws.

Section 2 - NUMBER AND QUALIFICATION OF DIRECTORS

The number of directors of the corporation shall not be less than five (5) nor
more than eight (8).  The exact number of directors shall be seven (7) until
changed, within the limits specified above by a bylaw amending this Section 2,
duly adopted by the board of directors or by the shareholders.  The indefinite
number of directors may be changed, or a definite number 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 a vote or
written consent of holders of a majority of the outstanding shares entitled to
vote; provided, however, that any such 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 of the
shareholders, or the shares not consenting in the case of action by written
consent, are equal to more than 16-2/3 percent of the outstanding shares
entitled to vote.  No amendment may change the stated maximum number of
authorized directors to a number greater than two times the stated minimum
number of directors minus one.

Section 3 - ELECTION AND TERM OF OFFICE OF DIRECTORS

Directors shall be elected at each annual meeting of the 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.

Section 4 - VACANCIES

Vacancies in the board of directors may be filled by a majority of the
remaining directors, though less than a quorum, or by a sole remaining
director, except that 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 vote of a majority of the shares entitled to vote represented at a
duly held meeting at which a quorum is present, or by the written consent of
holders of a majority of the outstanding shares entitled to vote.  Each
director so elected shall  hold office until the next annual meeting of the
shareholders and until a successor has been elected and qualified.


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A vacancy or vacancies in the board of directors shall be deemed to exist in
the event of the death, resignation, or removal of any director, or 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, or if the authorized number of directors is increased, or 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 voted for at that
meeting.

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 by
written consent shall require the consent of a majority of the outstanding
shares entitled to vote.

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 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.

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

Section 5 - PLACE OF MEETINGS AND 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 shall 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 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.

Section 6 - ANNUAL MEETING

Immediately following each annual meeting of shareholders, the board of
directors shall hold a regular meeting for the purpose of organization, any
desired election of officers, and the transaction of other business.  Notice of
this meeting shall not be required.


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Section 7 - OTHER REGULAR MEETINGS

Other regular meetings of the board of directors shall be held without call at
such time as shall from time to time be fixed by the board of directors.  Such
regular meetings may be held without notice.

Section 8 - SPECIAL MEETINGS

Special meetings of the board of directors for any purpose or purposes may be
called at any time by the chairman of the board or the president or any vice
president or 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.  In case 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.  In case 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 of the meeting nor the place if the meeting is to be held at the
principal executive office of the corporation.

Section 9 - 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 11 of
this Article III.  Every act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum is present shall be
regarded as the act of the board of directors, subject to the provisions of
Section 310 of the Corporations Code of California (as to approval of contracts
or transactions in which a director has a direct or indirect material financial
interest), Section 311 of that Code (as to appointment of committees), and
Section 317(e) of that Code (as to indemnification of directors).  A meeting at
which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by
at least a majority of the required quorum for that meeting.


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Section 10 - 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 notice, a consent to holding the meeting or an approval of the minutes.  The
waiver of notice or consent need not specify the purpose of the meeting.  All
such waivers, consents, and 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
before or at its commencement, the lack of notice to that director.

Section 11 - ADJOURNMENT

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

Section 12 - 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, in which
case notice of the time and place shall be given before the time of the
adjourned meeting, in the manner specified in Section 8 of this Article III, to
the directors who were not present at the time of the adjournment.

Section 13 - 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 shall 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 or consents shall be filed with the minutes of
the proceedings of the board.

Section 14 - 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 14 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.


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ARTICLE IV

COMMITTEES

Section 1 - 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 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.
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 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 of these committees.

Section 2 - 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 5
(Place of Meetings), 7 (Regular Meetings), 8 (Special Meetings and Notice), 9
(Quorum), 10 (Waiver of Notice), 11 (Adjournment),  12  (Notice of
Adjournment),  and  13  (Action Without


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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, except 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; 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 V

OFFICERS

Section 1 - OFFICERS

The officers of the corporation shall be a president, a secretary, and a chief
financial officer.  The corporation may also have, at the discretion of the
board 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 3 of
this Article V.  Any number of offices may be held by the same person.

Section 2 - ELECTION OF OFFICERS

The officers of the corporation, except such officers as may be appointed in
accordance with the provisions of Section 3 or Section 5 of this Article V,
shall be chosen by the board of directors, and each shall serve at the pleasure
of the board, subject to the rights, if any, of an officer under any contract
of employment.

Section 3 - SUBORDINATE OFFICERS

The board of directors may appoint, and may empower the president to appoint,
such other officers as the business of the corporation may require, each of
whom shall hold office for such period, have such authority and perform such
duties as are provided in the Bylaws or as the board of directors may from time
to time determine.


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Section 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.

Section 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.

Section 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 be from time to time assigned to him by the
board of directors or prescribed by the Bylaws.  If there is no president, the
chairman of the board shall, in addition, be the chief executive officer of the
corporation and shall have the powers and duties prescribed in Section 7 of
this Article V.

Section 7 - PRESIDENT

Subject to such supervisory powers, if any, as may be given by the board of
directors to the chairman of the board, if there be such an officer, the
president shall be the chief executive officer of the corporation and shall,
subject to the control of the board of directors, have general supervision,
direction and control of the business and the officers of the corporation.  He
shall preside at all meetings of the shareholders and, in the absence of the
chairman of the board, or if there be none, at all meetings of the board of
directors.  He shall have the general powers and duties of management usually
vested in the office of president of a corporation, and shall have such other
powers and duties as may be prescribed by the board of directors or the Bylaws.


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Section 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 or the
Bylaws, and the president, or the chairman of the board.

Section 9 - SECRETARY

The secretary shall keep or cause to be kept, at the principal executive office
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, with the time and place of holding, whether regular or special,
and, if special, how authorized, 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.

The secretary shall keep, or cause to be kept, at the principal executive
office 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 issued for the same and the number and date of cancellation of
every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of the
shareholders and of the board of directors required by the Bylaws or by law to
be given, and 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 the Bylaws.

Section 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.


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The chief financial officer shall deposit all moneys and other valuables in the
name and to the credit of the corporation with such depositories 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 other powers and perform such other duties as may
be prescribed by the board of directors or the Bylaws.



ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS EMPLOYEES AND OTHER AGENTS


Section 1 - DIRECTORS

The corporation shall, to the maximum extent permitted by California law,
indemnify each of its directors against expenses, judgments, fines, settlements
and other amounts actually and reasonably incurred in connection with any
proceeding arising by reason of the fact that any such person is or was a
director of the corporation.  Expenses incurred by any director in defending
any proceedings shall be advanced by the corporation to the maximum extent
permitted by California law.


Section 2 - AGENTS

The corporation shall have the authority to the maximum extent authorized by
the Articles of Incorporation and not expressly prohibited by the California
General Corporations Code, to indemnify each of its agents (as defined below)
against expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that any such person is or was an agent of the corporation.  The
corporation shall also have the authority, to the maximum extent permitted by
California law, to enter into indemnity agreements with its agents and to
advance expenses incurred by any agent of the corporation in defending any
proceeding.


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Section 3 - OTHER RIGHTS

The indemnification provided by this Article shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled under
California law, any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to be a benefit of the heirs, executors and administrators of the person.

Section 4 - INSURANCE

The corporation shall have the authority to purchase and maintain insurance on
behalf of agents of the corporation against any liability asserted against or
incurred by any agent in such capacity or arising out of the agent's status as
agent.

Section 5 - DEFINITIONS

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


ARTICLE VII

RECORDS AND REPORTS

Section 1 - MAINTENANCE AND INSPECTION OF SHARE REGISTER

The corporation shall keep at its principal executive office, or at the office
of its transfer agent or registrar, if either be appointed and as determined by
resolution of the board of directors, a record of its shareholders, giving and
names and addresses of all shareholders and the number of class of shares held
by each shareholder.


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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
(i) inspect and copy the records of shareholders' names and addresses and
shareholdings during usual business hours on five days prior written demand on
the corporation, and (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 shareholders' names and addresses, who are entitled to
vote for the election of directors, and their shareholdings, as of the most
recent record date for which that list has been compiled or as of a date
specified by the shareholder after the date of demand.  This 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 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 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.

Section 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 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.

Section 3 - MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS

The accounting books and records and minutes of proceedings of the shareholders
and the board of directors and any committee or committees of 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.


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The minutes shall be kept either in written form or 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.  These rights of inspection shall extend to the records
of each subsidiary corporation of the corporation.

Section 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 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.

Section 5 - ANNUAL REPORT TO SHAREHOLDERS

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.  This report shall be sent at least
fifteen (15) days before the annual meeting of shareholders to be held during
the next fiscal year and in the manner specified in Section 5 of Article II of
these Bylaws for giving notice to shareholders of the corporation.  The annual
report shall contain a balance sheet as of the end of the fiscal year and an
income statement and statement of changes in financial position for the fiscal
year, accompanied by 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.

Section 6 - FINANCIAL STATEMENTS

A copy of any annual financial statement and any income statement of the
corporation for each quarterly period of each fiscal year, and any accompanying
balance sheet of the corporation as of the end of each such period, that has
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.


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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 a balance
sheet of the corporation as of the end of that period, 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, this report shall likewise be delivered or mailed to the
shareholder or shareholders within thirty (30) days after the request.

The corporation shall also, on the written request of any shareholder, mail to
the shareholder a copy of the last annual, semi- annual, or quarterly income
statement which it has prepared, and a balance sheet as of the end of that
period.

The quarterly income statement 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.


Section 7 - ANNUAL STATEMENT OF GENERAL INFORMATION

The corporation shall, during the period commencing on January 1 and ending on
June 30 of each year, 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.


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ARTICLE VIII

GENERAL CORPORATE MATTERS

Section 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 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, and in that case only shareholders of record on the
date so fixed are entitled 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 so
fixed, except as otherwise provided in the California General Corporation Law.

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

Section 2 - CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS

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

Section 3 - CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED

The board of directors, except as otherwise provided in these Bylaws, may
authorize an 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.


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Section 4 - CERTIFICATES FOR SHARES

A certificate or certificates for shares of the capital stock of the
corporation shall be issued to each shareholder when any of these 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.
All certificates shall be signed in the name of the corporation by the chairman
of the board or vice chairman of the board or the president or vice president
and by the chief financial officer or the treasurer or any 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 have ceased 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.

Section 5 - LOST CERTIFICATES

Except as provided in this Section 5, no new certificates for shares shall be
issued to replace an old certificate unless the latter is surrendered to the
corporation and canceled 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 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.

Section 6 - REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The chairman of the board, the president, or 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.


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Section 7 - 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 IX

AMENDMENTS

Section 1 - AMENDMENT BY SHAREHOLDERS

New bylaws may be adopted or these Bylaws may be amended or repealed by the
vote or written consent of holders of a majority of the outstanding shares
entitled to vote; provided, however, that if the Articles of Incorporation of
the corporation set forth the number of authorized directors of the
corporation, the authorized number of directors may be changed only by an
amendment of the Articles of Incorporation.

Section 2 - AMENDMENT BY DIRECTORS

Subject to the rights of the shareholders as provided in Section 1 of this
Article IX, to adopt, amend, or repeal bylaws, bylaws may be adopted, amended
or repealed by the board of directors provided, however, that the board of
directors may adopt a bylaw or amendment of a bylaw changing the authorized
number of directors only for the purpose of fixing the exact number of
directors within the limits specified in the Articles of Incorporation or in
Section 2 of Article III of these Bylaws.


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