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EXHIBIT 3.2.11

                                    RESTATED
                                     BYLAWS
                                       of

                   H. B. COVEY, INC., a California corporation


                                    ARTICLE I
                                    OFFICES


         SECTION 1. PRINCIPAL OFFICE. The principal executive office of the
Corporation shall be located at such place as the Board of Directors shall from
time to time determine.

         SECTION 2. OTHER OFFICES. Other offices may at any time be established
by the Board of Directors or the Chief Executive Officer at any place or places
where the Corporation is qualified to do business.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS


                  SECTION 1. PLACE OF MEETINGS. All meetings of shareholders
shall be held at the principal executive office of the Corporation or at any
other place within or without the State of California which may be designated
either by the Board of Directors or by the shareholders in accordance with these
Bylaws.

         SECTION 2. ANNUAL MEETINGS. The annual meetings of shareholders shall
be held on the second Tuesday of June, of each and every year, at 9:30 a.m., or
at such other date and time as shall be designated from time to time by the
Board of Directors or by the shareholders in accordance with these Bylaws. If
the date set forth in these Bylaws falls upon a legal holiday, then such annual
meeting of shareholders shall be held at the same time and place on the next day
thereafter ensuing which is not a legal holiday. At such annual meetings,
directors shall be elected, and any other business may be transacted which is
within the powers of the shareholders.

         SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders, for
the purpose of taking any action which is within the powers of the shareholders,
may be called at any time by the Chairman of the Board or the President or by
the Board of Directors, or by the holders of shares entitled to cast not less
than ten percent of the votes at the meeting. Upon request in wring that a
special meeting of shareholders be called for any proper purpose, directed to
the Chairman of the Board, President, Vice-President or Secretary by any person
(other than the Board)


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entitled to call a special meeting of shareholders, the officer forthwith shall
cause notice to be given to the shareholders entitled to vote that a meeting
will be held at a time requested by the person or persons calling the meeting,
not less than thirty-five nor more than sixty days after receipt of the request,

         SECTION 4. NOTICE OF MEETINGS OF SHAREHOLDERS. Written notice of each
meeting of shareholders, whether annual or special, shall he given to each
shareholder entitled to vote thereat, either personally or by mail or other
means of written communication, charges prepaid, addressed to such shareholder
at the address of such shareholder appearing on the books of the Corporation or
given by such shareholder to the Corporation for the purpose of notice. If any
notice addressed to the shareholder at the address of such shareholder appearing
on the hooks of the Corporation is returned to the Corporation by the United
States Postal Service market: to indicate that the United States Postal Service
is unable to deliver the notice to the shareholder at such address, all future
notices shall be deemed to have been duly given without further mailing if the
same shall be available for the shareholder upon written demand of the
shareholder at the principal executive office of the Corporation for a period of
one year from the date of the giving of the notice to all other shareholders. If
no address appears on the books of the Corporation or is given by the
shareholder to the Corporation for the purpose of notice, notice shall be deemed
to have been given to such shareholder if sent by mail or other means of written
communication addressed to the place where the principal executive office of the
Corporation is located, or if published at least once in a newspaper of general
circulation in the county in which the principal executive office is located.

         All such notices shall be given to each shareholder entitled thereto
not less than ten days nor more than sixty days before the meeting. Any such
notice shall be deemed to have been given at the time when delivered personally
or deposited in the mail or sent by other means of written communication, An
affidavit of mailing of any such notice in accordance with the foregoing
provisions, executed by the Secretary, Assistant Secretary or any transfer agent
of the corporation shall be prima facie evidence of the giving of the notice.

         All such notices shall state the place, date and hour of such meeting.
In the case of a special meeting such notice shall also state the general nature
of the business to be transacted at such meeting, and no other. business may be
transacted thereat. In the case of an annual meeting, such notice shall also
state those matters which the Board of Directors at the time of the mailing of
the notice intends to present for action by the shareholders. Any proper matter
may be presented at an annual meeting of shareholders though not stated in the
notice, provided that unless the general nature of a proposal to be approved by
the shareholders relating to the following matters is stated in the notice or a
written waiver of notice, any such shareholder approval will require unanimous
approval of all shareholders entitled to vote:

(a)      A proposal to approve a contract or other transaction between the
         Corporation and one or more of its directors or any corporation, firm,
         or association in which one or more of its directors has a material
         financial interest or is also a director;

(b)      A proposal to amend the articles of incorporation;


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(c)      A proposal to approve the principal terms of a reorganization as
         defined in Section 181 of the General Corporation Law;

(d)      A proposal to wind up and dissolve the Corporation;

(e)      If the Corporation has preferred shares outstanding and the Corporation
         is in the process of winding up, a proposal to adopt a plan of
         distribution of shares, obligations or securities of any other
         corporation or assets other than money which is not in accordance with
         the liquidation rights of the preferred shares.

         The notice of any meeting at which directors are to be elected shall
include the names of nominees intended at the time of the notice to be presented
by management for election.

         SECTION 5. QUORUM. The presence in person or by proxy of the holders of
a majority of the shares entitled to vote at any meeting shall constitute a
quorum for the transaction of business, The shareholders present at a duly
called or held meeting at which a quorum is present may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less then a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.

         SECTION 6. ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholders'
meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by vote of a majority of the shares the holders of which are
either present in person or by proxy thereat, but in the absence of a quorum, no
other business may be transacted at any such meeting, except as provided in
Section 4 of this Article II.

         When any shareholders' meeting, either annual or special, is adjourned
for forty-five days or more, or if after the adjournment a new record date is
fixed for the adjourned meeting, notice of the adjourned meeting shall be given
to each shareholder of record entitled to vote at the adjourned meeting as in
the case of an original meeting. Except as set forth in this Section 6 of
Article II, it shall not be necessary to give any notice of an adjourned meeting
or of the business to be transacted at an adjourned meeting, other than by
announcement of the time and place thereof at the meeting at which such
adjournment is taken.

         SECTION 7. VOTING. At all meetings of shareholders, every shareholder
entitled to vote shall have the right to vote in person or by proxy the number
of shares standing in the name of such shareholder on the stock records of the
corporation on the record date for such meeting. Shares held by an
administrator, executor, guardian, conservator, custodian, trustee, receiver,
pledgee, minor, corporation or fiduciary or held by this Corporation or a
subsidiary of this Corporation in a fiduciary capacity or by two or more persons
shall be voted in the manner set forth in Sections 702, 703, and 704 of the
General Corporation Law, Shares of this Corporation owned by this Corporation or
a subsidiary (except shares held in a fiduciary capacity) shall not be entitled
to vote. Unless a record date for voting purposes is fixed pursuant to Section 1
of Article V of these bylaws, then only persons in whose names shares entitled
to vote stand on the stock records of the Corporation at the close of business
on the business day next preceding the day an 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


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held, shall be entitled to vote at such meeting, and such day shall be the
record date for such meeting. Votes at a meeting may be given by viva voce or
by ballot; provided, however, that all elections for directors must be by
ballot upon demand made by a shareholder at any election and before the voting
begins. If a quorum is present at the beginning of the meeting, except with
respect to the election of directors (and subject to the provisions of Section
5 of this Article II should shareholders withdraw thereafter) the affirmative
vote of the majority of the shares represented at the meeting and entitled to
vote on any matter shall be the act of the shareholders and shall decide any
question properly brought before the meeting, unless the vote of a greater
number or voting by classes is required by the General Corporation Law or the
Articles of Incorporation, in which case the vote so required shall govern and
control the decision of such question. Subject to the provisions of the next
sentence, at all elections of directors of the Corporation, each shareholder
shall be entitled to cumulate his votes 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 his shares are entitled, or to distribute his votes on the same
principle among as many candidates as he shall think fit. No shareholder shall
be entitled to cumulate his votes unless the name of the candidate or candidates
for whom such votes would be cast has been placed in nomination prior to the
voting and any shareholder has given notice at the meeting prior to the voting,
of such shareholder's intention to cumulate his votes. The candidates receiving
the highest number of votes up to the number of directors to be elected shall be
elected.

         SECTION 8. WAIVER OF NOTICE AND CONSENT OF ABSENTEES. The proceedings
and 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 is present either
in person or by proxy, and if either before or after the meeting, each of the
persons =titled to vote, not present in person or by proxy, signs a written
waiver of notice or a consent to the holding of such meeting, or an approval of
the minutes thereof, Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person objects, at the
beginning of the meeting to the transaction of any business because the meeting
is not lawfully called or convened and except that attendance at a meeting is
not a waiver of any right to object to the consideration of matters required by
law or these bylaws to be included in the notice but which was not so included,
if such objection is expressly made at the meeting, provided however, that any
person making such objection at the beginning of the meeting or to the
consideration of matters required to be but not included in the notice may
orally withdraw such objection at the meeting or thereafter waive such objection
by signing a written waiver thereof and a consent to the holding of the meeting
or the consideration of the matter or an approval of the minutes of the meeting.
Neither the business to be transacted at nor the purpose of any annual or
special meeting of shareholders need be specified in any written waiver of
notice except that the general nature of the proposals specified in subsections
(a) through (e) of Section 4 of this Article II, shall be so stated. All such
waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting.

         SECTION 9. ACTION WITHOUT A MEETING. Directors may be elected without a
meeting by a consent in writing, setting forth the action so taken, signed by
all of the persons who would be entitled to vote for the election of directors,
provided that, without notice except as hereinafter set forth, a director may be
elected at any time to fill a vacancy not filled by the directors by the written
consent of persons holding a majority of the outstanding shares entitled to rate
for the election of directors.


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         Any other action which, under any provision of the General Corporation
law maybe taken at any anneal or special meeting of the shareholders, may be
taken without a meeting, and without notice except as hereinafter set forth, 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 such action at a meeting at which
all shares entitled to vote thereon were present and voted. Unless the consents
of all shareholders entitled to vote have been solicited in writing,

(a)      Notice of any proposed shareholder approval of

         (i)      a contract or other transaction between the corporation and
                  one or more of its directors or any corporation, firm or
                  association in which one or more of its directors has a
                  material financial interest or is also a director,

         (ii)     indemnification of an agent of the Corporation as authorized
                  by Section 16, of Article III, of these bylaws,

         (iii)    a reorganization of the Corporation as defined in Section 181
                  of the General Corporation Law, or

         (iv)     the distribution of shares, obligations or securities of any
                  other corporation or assets other than money which is not in
                  accordance with the Liquidation rights of preferred shares if
                  the corporation is in the process of winding up,

         without a meeting by less than unanimous written consent, shall be
         given at least ten days before the consummation of the action
         authorized by such approval; and

(b)      Prompt notice shall be given of the taking of any other corporate
         action approved by shareholders without a meeting by less than
         unanimous written consent, to those shareholders entitled to vote who
         have not consented in writing,

         Such notices shall be given in the manner and shall be deemed to have
been given gas provided in Section 4 of Article II of these bylaws.

         Unless, as provided in Section 1 of Article V of these bylaws, the
Board of Directors has fixed a record date for the determination of shareholders
entitled to notice of and to give such written consent, the record date for such
determination shall be the day on which the first written consent is given All
such written consents shall be filed with the Secretary of the Corporation.

         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 Corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have been filed
with the Secretary of the Corporation, but may not do so thereafter. Such
revocation is effective upon its receipt by the Secretary of the Corporation.


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         SECTION 10. PROXIES. Every person entitled to vote or execute consents
shall have the right to do so either in person or by an agent or agents
authorized by a written proxy executed by such person or the duly authorized
agent of such person and filed with the Secretary of the Corporation, or the
persons appointed as inspectors of election or such other person as may be
designated by the Board of Directors or the Chief Executive Officer to receive
proxies; provided, that no such proxy shall be valid after the expiration of
eleven months from the date of the execution, unless the shareholder executing
it specifies therein the length of time for which such proxy is to continue in
force. Every proxy duly executed continues in full force and effect until
revoked by the person executing it prior to the vote pursuant thereto. Except as
otherwise provided by law, such revocation may be effected by attendance at the
meeting and voting in person by the person executing the proxy or by a writing
stating that the proxy is revoked or by a proxy bearing a later date executed by
the persons executing the proxy and filed with the Secretary of the Corporation
or the persons appointed as inspectors of election or such other persons as may
be designated by the Board of Directors or the Chief Executive Officer to
receive proxies.

         SECTION 11. INSPECTORS OF ELECTION. In advance of any meeting of
shareholders, the board of directors may appoint any persons as inspectors of
election to act at such meeting or any adjournment thereof. If inspectors of
election are not so appointed, or if any persons so appointed fail to appear or
refuse to act, the chairman of any such meeting may, and on the request of any
shareholder or his proxy shall, make such appointment at the meeting, The number
of inspectors shall be either one or three. If appointed at a meeting on the
request of one or more shareholders or proxies, the majority of shares
represented in person or by proxy shall determine whether one or three
inspectors are to be appointed.

         The inspectors of election shall 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,
receive votes, ballots or consents, hear and determine all challenges and
questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine when the polls shall dose, determine
the result and do such acts as may he proper to conduct the election or vote
with fairness to all shareholders. In the determination of the validity and
effect of proxies the dates contained on the forms of proxy shall presumptively
determine the order of execution of the proxies, regardless of the postmark
dates on the envelopes in which they are mailed.

         The inspectors of election shall perform their duties impartially, in
good faith, to the best of their ability and as expeditiously as is practical.
If there are three inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or certificate of
all. Any report or certificate made by the inspectors of election is prima facie
evidence of the facts stated therein.


                                   ARTICLE III
                                    DIRECTORS



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         SECTION 1. POWERS. Subject to the General Corporation Law and any
limitations in the articles of incorporation relating to action requiring
shareholder approval, and subject to the duties of directors as prescribed by
the bylaws, the business and affairs of the corporation shell be managed and all
corporate powers shall be exercised by or under the direction of the board of
directors.

         SECTION 2. NUMBER AND QUALIFICATIONS OF DIRECTORS. The authorized
number of directors shall be three (3). After the issuance of shares, this
number may be changed only by an amendment to articles of incorporation or the
bylaws approved by the affirmative vote or written consent of a majority of the
outstanding shares entitled to vote. If the number of directors is or becomes
five or more, an amendment of the articles of incorporation or the bylaws
reducing the authorized number of directors to less than five cannot be adopted
if the votes cast against its adoption at a meeting or the shares not consenting
in the tie of action by written consent are equal to more than 16% percent of
the outstanding shares entitled to vote. Directors need not be residents of the
State of California nor shareholders of the corporation.

         SECTION 3. ELECTION AND TERM OF OFFICE. The directors shall be elected
at each annual meeting of shareholders, but if any such annual meeting is not
held or the directors are not elected at any annual meeting, the directors may
be elected at any special meeting of shareholders held for that purpose, or at
the next annual meeting of shareholders held thereafter. Each director shall
hold office at the pleasure of the shareholders until the next annual meeting of
shareholder and until his successor has been elected and qualified or until his
earlier resignation or removal or his office has been declared vacant in the
manner provided in these bylaws.

         SECTION 4. RESIGNATION AND REMOVAL OF DIRECTORS. Any director may
resign effective upon giving written notice to the chairman of the board, the
president, the secretary, or the board of directors of the corporation, unless
the notice specifies a later lime for the effectiveness of such resignation in
which case such resignation shall be effective at the time specified. Unless
such resignation specifies otherwise, its acceptance by the corporation shall
not he necessary to make it effective. The board of directors may declare vacant
the office of a director who has been declared of unsound mind by an order of
court or convicted of a felony. Any or all  directors may be removed without
cause if such removal is approved by the affirmative vote of a majority of the
outstanding shares entitled to vote provided that no director may be removed
(unless the entire board is removed) when the votes cast against removal (or, if
such action is taken by written consent, the shares held by persons not
consenting in writing to such removal) would be sufficient to elect such
director if voted cumulatively at an election at which the same total number of
votes were cast (or, if such action is taken by written consent, all shares
entitled to vote were voted) and the entire number of directors authorized at
the time of the director's most recent election were then being elected, No
reduction of the authorized number of directors shall have the effect of
removing any director before his term of office expires.

         SECTION 5. VACANCIES. Vacancies on the board of directors (except
vacancies created by the removal of a director) may be filled by a majority of
the directors then in office, whether or not less than a quorum, or by a sole
remaining director, and each director elected in this manner shall hold office
until the next annual meeting of shareholders and until a successor has been
elected and qualified or until his earlier resignation or removal or his office
has been declared vacant


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in the manner provided in these bylaws. A vacancy or vacancies an the board of
directors shall exist on the death, resignation, or removal of any director,
or if the board declares vacant the office of a director if he is declared of
unsound mind by an order of court or is convicted of a felony, or if the
authorized number of directors is increased, or if the shareholders fail to
elect the from authorized number of directors to be voted for at any
shareholders meeting at which an election of directors is held. The shareholders
may elect a director at any time to fill any vacancy not filled by the directors
or which occurs by reason of the removal of a director. Any such election by
written consent of shareholders shall require the consent of a majority of the
outstanding shares entitled to vote. If the resignation of a director states
that it is to be effective at a future time, a serve sot may be elected to take
office when the resignation becomes effective,

         SECTION 6. PLACE OF MEETINGS. Regular and special meetings of the board
of directors shall be held at any place within or without the State of
California which has been designated in the notice or written waiver of notice
of the meeting, or, if not stated in the notice or waiver of notice or there
is no notice, designated by resolution of the board of directors or, either
before or after the meeting, consented to in writing by all members of the board
who were not present at the meeting. If the place of a regular or special
meeting is not designated in the notice or waiver of notice or fixed by a
resolution of the board or consented to in writing by all members of the board
not present at the meeting, it shall be held at the corporation's principal
executive office.

         SECTION 7. REGULAR MEETINGS. Immediately following each annual
shareholders' meeting, the board of directors shall hold a regular meeting to
elect officers and transact other business. Such meeting shall be held at the
same place as the annual meeting or such other place as shall be fixed by the
board of directors. Other regular meetings of the board of directors shall be
held at such times and places as are fixed by the board. Call and notice of
regular meetings of the board of directors shall not be required and is hereby
dispensed with.

         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, the president, any vice president, the secretary, any assistant secretary
or any two directors. Notice of the time and place of special meetings shall be
delivered personally or by telephone or telegraph or sent to the director by
mail. In case notice is given by mail or telegram, it shall be sent, charges
prepaid, addressed to the director at his address appearing on the corporate
records, or if it is riot an these records or is not readily ascertainable, at
the place where the meetings of the director's are regularly held. if notice is
delivered personally or given by telephone or telegraph, it shall be given or
delivered to the telegraph office at least 48 hours before the meeting. If
notice is mailed, it shall be deposited in the United States mail at least four
days before the meeting. Such mailing, telegraphing or delivery, personally or
by telephone, as provided in this Section, shall be due, legal and personal
notice to such director.

         SECTION 9. QUORUM. A majority of the authorized number of directors
shall constitute a quorum of the board for the transaction of business, except
to adjourn a meeting under Section 11. 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 is the act of the board of directors, unless the vote of a greater
number or the same number after disqualifying one or more directors from voting,
is required by law, the articles of incorporation or these bylaws. A meeting at
which a quorum is initially present may

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continue to transact business notwithstanding the withdrawal of directors,
provided that any action taken is approved by at least a majority of the
required quorum for such meeting.

         SECTION 10. WAIVER OF NOTICE OR CONSENT. The transactions of any
meeting of the hoard of directors, however called and noticed or wherever held,
shall hi: as valid as though had at a meeting duly held after regular call and
notice, if a quorum is present and either before or after the meeting, each
of the directors not present or who, though present, has prior to the meeting or
at its commencement, protested the lack of proper notice to him, signs a written
waiver of notice, or a consent to holding the meeting, or an approval of the
minutes 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. A
notice or waiver of notice need not specify the purpose of any regular or
special meeting of the board of directors. Notice of a meeting need not be given
to any director who signs a waiver of notice, whether before or after the
meeting, or who attends the meeting without protesting, prior to or at its
commencement, the lack of notice to such director.

         SECTION 11. ADJOURNMENT. A majority of the directors present, whether
or not a quorum is present, may adjourn any meeting to another time and place,
If the meeting in adjourned for more than 24 hours, notice of the adjournment to
another time or place shall be given prior to the time of the adjourned meeting
to the directors who were not present at the time of the adjournment.

         SECTION 12. MEETINGS BY CONFERENCE TELEPHONE. Members of the board of
directors may participate in a meeting through use of conference telephone or
similar communications equipment, so icing as all members participating in such
meeting can hear one another. Participation by directors in a meeting in the
manner provided in this Section constitutes presence in person at such meeting.

         SECTION 13. ACTION WITHOUT A MEETING, Any action required or permitted
to be taken by the board of directors may be taken without a meeting, if all
members ate board shall individually or collectively consent in writing to such
action. Such written consent or consents shall be filed with the minutes of the
proceedings of the hoard. Such action by written consent shall have the same
force and effect as a unanimous vote of such directors.

         SECTION 14. FEES AND COMPENSATION. Directors and members of committees
shall receive neither compensation for their services as directors or members of
committees or reimbursement for their expenses incurred as directors or members
of committees unless these payments are fixed by resolution of the board.
Directors and members of committees may receive compensation and reimbursement
for their expenses incurred as officers, agents or employees of or for other
services performed for the corporation as approved by the chief executive
officer without authorization, approval or ratification by the board.

         SECTION 15. COMMITTEES. The board of directors may, at its discretion,
by resolution adopted by a majority of the authorized number of directors,
designate one or more committees, each of which shall be composed 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. The board may delegate to



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any such committee, to the extent provided in such resolution, any of the
board's powers and authority in the management of the corporation's business and
affairs, except with respect to:

(a)      the approval of any action for which the General Corporation Law or the
         articles of incorporation also requires approval by the shareholders;

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

(c)      the fixing of compensation of 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 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;

(g)      the authorization of the issuance of shares; and

(h)      the appointment of other committees of the board or the members thereof

         The board may prescribe appropriate rules, not inconsistent with these
bylaws, by which proceedings of any such committee shall be conducted. The
provisions of these bylaws relating to the calling of meetings of the board,
notice of meetings of the board and waiver of mete notice, adjournments of
meetings of the board, written consents to board meetings and approval or
minutes, action by the board by consent in writing without a meeting, the place
of holding such meetings, meetings by conference telephone or similar
communications equipment, the quorum for such meetings, the vote required at
such meetings and the withdrawal of directors after commencement of a meeting
shall apply to committees of the board and action by such committees. In
addition, any member of the committee designated by the board as the chairman or
as secretary of the committee or any two members of a committee may call
meetings of the committee. Regular meetings of any committee may be held without
notice if the time and place of such meetings are fixed by the board of
directors of the committee.

         SECTION 16. INDEMNIFICATION OF AGENTS.

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



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attorneys' fees and any expenses of establishing a right to indemnification
under subdivision (d) or subdivision (e) (3) of this Section.

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

(c)      This corporation shall indemnify any person who was or is a party, or
         is threatened to be made a party, to any threatened, pending or
         completed action by or in the right of this corporation to procure a
         judgment in its favor by reason of the fact that such person is or was
         an agent of this corporation, against expenses actually and reasonably
         incurred by such person in connection with the defense or settlement of
         such action if such person acted in good faith, in a manner such person
         believed to be in the best interest of this corporation and with such
         care, including reasonable inquiry, as an ordinarily prudent person in
         a lice position would use under similar circumstances. No
         indemnification shall be made under this subdivision (c):

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

         (2)      Of amounts paid in settling or otherwise disposing of a
                  threatened or pang action, with or without court approval; or

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

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

(e)      Except as provided in subdivision (d), any indemnification under this
         Section shall be made by this corporation only if authorized in the
         specific case, upon a determination that



                                       11

<PAGE>


         indemnification of the agent is proper in the circumstances because the
         agent has met the applicable standard of conduct set forth in
         subdivision (b) or (c), by:

         (1)      A majority vote of a quorum consisting of directors who are
                  riot parties to such proceeding;

         (2)      Approval or ratification by the affirmative vote of a majority
                  of the shares of this corporation entitled to vote represented
                  at a duly held meeting at which a quorum is present or by the
                  written consent of the holders of a majority of the
                  outstanding shares entitled to vote. For such purpose, the
                  shares owned by the person to be indemnified shall not be
                  considered outstanding or entitled to vote thereon; or

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

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

(g)      Nothing contained in this Section shall affect any right to
         indemnification to which persons other than directors and officers of
         this corporation or any subsidiary hereof may be entitled by contract
         or otherwise.

(h)      No indemnification or advance shall be made under this Section, except
         as provided in subdivision (d) or subdivision (e) (3), in any
         circumstances where it appears:

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

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

(i)      Upon and in the event of a determination by the board of directors of
         this corporation to purchase such insurance, this corporation shall
         purchase and maintain insurance on behalf of any agent of the
         corporation against any liability asserted against or incurred by the
         agent in such capacity or arising out of the agent's status as such
         whether or not this corporation would have the power to indemnify the
         agent against such liability under the provisions of this Section.



                                       12

<PAGE>

                                   ARTICLE IV

                                    OFFICERS

         SECTION 1. OFFICERS. The officers of the corporation shall be a
Chairman of the Board, who may also be the Chief Executive Officer, a chief
operating officer, who may also be the President, or both, a secretary and a
chief financial officer, The corporation may also have, at the discretion of the
board of directors, 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 IV. Any
two or more offices may be held by the same person.

         SECTION 2. ELECTIONS. 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 IV, shall be chosen annually by the board of
directors, and each such officer shall serve at the pleasure of the board of
directors until the regular meeting of the board of directors following the
annual meeting of shareholders and until his successor is elected and qualified
or until his earlier resignation or removal.

         SECTION 3. OTHER OFFICERS. The board of directors may appoint, and may
empower the chairman of the board, CEO, COO, or the president or any of them 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.

         SECTION 4. REMOVAL AND RESIGNATION. Any officer maybe renewed with or
without cause either by the board of directors or, except for an officer chosen
by the hoard, by any officer upon whom the power of removal may be conferred by
the board (subject, in each case, to the rights, if any, of an officer under any
contract of employment). Any officer may resign at any time upon written notice
to the corporation (without prejudice however, to the rights, if any, of the
corporation under any contract to which the officer is a party). Any such
resignation shall take effect upon receipt of such notice or at any later time
specified therein. If the resignation is effective at a future time, a successor
may be elected to take office when the resignation becomes of effective. Unless
a resignation specifies otherwise, its acceptance by the corporation shall not
be necessary to make it effective.

         SECTION 5. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in a
manner prescribed in the bylaws for regular appointments to the office.

         SECTION 6. CHAIRMAN OF THE BOARD / CHIEF EXECUTIVE OFFICER. The board
of directors may, in its discretion, elect a chairman of the board, who, unless
otherwise determined by the board of directors, shall preside at all meetings of
the board of directors at which he is present and shall exercise and perform any
other powers and duties assigned to him by the board or prescribed by the
bylaws. The chairman of the board shall be the Chief Executive Officer of the
corporation and, if assigned to him by the board, shall exercise the duties of
the president as set forth in Section 7.


                                       13

<PAGE>

         SECTION 7. PRESIDENT / CHIEF OPERATING OFFICER. Subject to the
supervisory powers given by the board of directors or the bylaws to the chairman
of the board and Chief Executive Officer, the President shall be the
corporation's General Manager and Chief Operating Officer and shall, subject to
the control of the board of directors, have general supervision, direction and
control of the business, affairs and officers of the corporation. Unless
otherwise determined by the board of directors, he shall preside as chairman at
all meetings of the shareholders and board of directors in the absence of the
chairman of the board. Subject to the powers of the Chairman of the Board/Chief
Executive Officer, he shall have the general powers end duties of management
usually vested in the office of president of a corporation; shall have any other
powers and duties that are prescribed by the board of directors or the bylaws
and shall be primarily responsible for carrying out all orders and resolutions
of the board of directors.

         SECTION 8. VICE PRESIDENTS. In the absence or disability of the chief
executive officer, the vice presidents in order of their rank as fixed by the
board of directors, or not ranked, the vice president designated by the board
of directors, or if there has been no such designation, the vice president
designated by the chief executive officer, shall perform all the duties of the
chief executive officer and, when so acting, shall have all the powers of, and
be subject to all the restrictions on, the chief executive officer. Each vice
president shall have any of the powers and perform any other duties that from
time to time may be prescribed for him by the board of directors or the bylaws
or the chief executive officer.

         SECTION 9. SECRETARY. The secretary shall keep or cause to be kept a
book of minutes of all meetings and actions by written consent of all directors,
shareholders and committees of the board of directors. The minutes of each
meeting shall state the time and place that it was held and such other
information as shell be necessary to determine whether the meeting was held in
accordance with law and these bylaws and the actions taken thereat. The
secretary shall keep or cause to be kept at the corporation's principal
executive office, or at the office elite transfer agent or registrar, a record
of the shareholders of the corporation, giving the names and addresses of all
shareholders and the number and class of shares held by each. The secretary
shall give, or cause to be given, notice of all meetings of shareholders,
directors and committees required to be given under these bylaws or by law,
shall keep or cause the keeping of the corporate seal in safe custody arid shall
have any other powers and perform any other duties that are prescribed by the
board of directors or the bylaws or the chief executive officer. If the
secretary refuses or fails to give notice of any meeting lawfully called, any
other officer of the corporation may give notice of such meeting, The assistant
secretary, or if there be more than one, any assistant secretary, may perform
any or all of the duties and exercise any or all of the powers of the secretary
unless prohibited from doing so by the board of directors, the chief executive
officer or the secretary, and shall have such other powers and perform any other
duties as are prescribed for him by the board of directors or the chic'
executive officer.

         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 account. The chief financial officer shall cause all money
and other valuables in the name and to be credit of the corporation to be
deposited at the depositories designated by the board of directors or any person
authorized by the hoard of directors to designate such depositories. He shall
render to the chief executive officer and board of directors, when either of
than requests it, an account of all his


                                       14

<PAGE>


transactions as chief financial officer and of the financial condition of the
corporation; and shall have any other powers and perform any other duties that
are prescribed by the board of directors or the bylaws or the chief executive
officer. The assistant treasurer, or if there be more than one, any assistant
treasurer may perform any or all of the duties and exercise any or all of the
powers of the chief financial officer unless prohibited from doing so by the
board of directors, the chief executive officer or the chief financial officer,
and shall have such other powers and perform any other duties as are prescribed
for him by the board of director's, the chief executive officer or the chief
financial officer.

                                   ARTICLE V

                                 MISCELLANEOUS

         SECTION 1. RECORD DATE. The board of directors may fix a time in the
future as a. record date for the determination of the shareholders entitled to
notice of and to vote at any meeting of shareholders or entitled to give consent
to corporate action in writing without a meeting, to receive any report, to
receive payment of any dividend or other distribution, or allotment of any
rights, or to exercise tights in respect to any change, conversion, or exchange
of shares or any other unlawful action. The record date so fixed shall be not
more than sixty days not less than ten days prior to the date of such meeting,
nor more than sixty days prior to any other action for the purposes of which it
is fixed, When a record date is so fixed, only shareholders of record on that
date are entitled to notice of and to vote at any such meeting, to give consent
without a sheeting, to receive any report, to receive a dividend, distribution,
or allotment of rights, or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
the record date, except as otherwise provided in the articles of incorporation
or bylaws.

         SECTION 2. INSPECTION OF CORPORATE RECORDS. The books of account,
record of shareholders, and minutes of proceedings of the shareholders and the
board and committees of the board of this corporation shall be open to
inspection upon the written demand on the corporation of any shareholder or
holder of a voting trust certificate at any time during usual business hours,
for a purpose reasonably related to such holder's interest as a shareholder or
as the holder of such voting trust certificate. Such inspection by a shareholder
or holder of a voting trust certificate may be made in person or by agent or
attorney, and the right of inspection includes the right to copy and make
extracts.

         A shareholder or shareholders holding at least five percent in the
aggregate of the outstanding voting shares of the corporation or who hold at
least one percent of such voting shares and have filed a Schedule l4 B with the
United States Securities and Exchange Commission relating to the election of
directors of the corporation shall have (in person or by agent or attorney) the
absolute right to inspect and copy the record of shareholders' names and
addresses and share holdings during the usual business hours upon five business
days' prior written demand upon the corporation and to obtain from the transfer
agent for the corporation, upon written demand and upon the tender of its usual
charges, a list of the shareholders' names and addresses, who are entitled to
vote for the election of directors and their share holdings, as of the roost
recent record date for which it has been compiled or as of a date specified by
the shareholder subsequent to the daze of demand. The list shall



                                       15

<PAGE>


be made available on or before the later of five business days after the demand
is received or the date specified therein as the date as of which the list is to
be compiled.

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

         SECTION 3. CHECKS, DRAFTS, ETC. 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 its, from time to time, shall be determined by
resolution of the board of directors. The board of directors may authorize one
or more officers of the corporation to designate the person or persons
authorized to sign such documents and the manner in which such documents shall
be signed.

         SECTION 4. ANNUAL AND OTHER REPORTS. The statutory requirement that the
board of directors cause an annual report to be sent to shareholders is hereby
waived.

         A shareholder or shareholders holding at least five percent of the
outstanding shares of any class of the corporation may make a written request to
the, corporation for an income statement of the corporation for the three-month,
six-month or nine-month period of the current fiscal year ended more than thirty
days prior to the date of the request and a balance sheet of the corporation as
of the end of such period. In addition, if no annual report for the last fiscal
year has been sent to shareholders, a shareholder or shareholders holding it
least five percent of the outstanding shares of any class of the corporation may
make a written request to the corporation for an annual report for the last
fiscal year, which annual report shall contain 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, accompanied by any report thereon of independent
accountants or, if there is no such report, the certificate of an authorized
officer of the corporation that such statements were prepared without audit from
the books and records of the corporation. The statements shall be delivered or
mailed to the person making the request within thirty days thereafter. A copy of
such statements shall be kept on file in the principal executive office of the
corporation for twelve months and. they shall be exhibited at all reasonable
times to any shareholder demanding an examination of them or a copy shall be
mailed to such shareholder.

         The corporation shall, upon the written request of any shareholder,
mail to the shareholder a copy of the last annual, semiannual or quarterly
income statement which it has prepared and a balance sheet as of the end of the
period,

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



                                       16


<PAGE>


         Unless otherwise determined by the board of directors or the chief
executive officer, the chief financial officer and any assistant treasurer are
each authorized officers of the corporation to execute the certificate that the
annual report and quarterly income statements and balance sheets referred to in
this section were prepared without audit from the books and records of the
corporation.

         Any report sent to the shareholders shall be given personally or by
mail or other means of written communication, charges prepaid, addressed to such
shareholder at the address of such shareholder appearing on the books of the
corporation or given by such shareholder to the corporation for the purpose of
notice or set forth in the written request of the shareholder as provided in
this Section. If any report addressed to the shareholder at the address of such
shareholder appearing on the books of the corporation is returned to the
corporation by the United Elates Postal Service marked to indicate that the
United States Postal Service is unable to deliver the  report to the shareholder
at such address, all future reports shall be deemed to have been duly given wit
bout further mailing if the same shall be available for the shareholder upon
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 report
to all other shareholders, If no address appears on the books of the corporation
or is given by the shareholder to the corporation for the purpose of notice or
is set forth in the written request of the shareholder as provided in this
Section, such report shall be deemed to have been given to such shareholder if
sent by mail or other means of written communication addressed :o the place
where the principal executive office of the corporation is located, or if
published at leant once in a newspaper of general circulation in the county in
which the principal executive office is to located.. Any such report shall be
deemed to have been given at the time when delivered personally or deposited in
the mail or sent by other means of written communication. An affidavit of
mailing of any such report in accordance with the foregoing provisions, executed
by the secretary, assistant secretary or any transfer agent of the corporation
shall be prima facie evidence of the giving oft the report.

         SECTION 5. CONTRACTS, ETC., HOW EXECUTED. The board of directors,
except as the bylaws or articles of incorporation otherwise provide, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of the corporation, and
such authority may be general or wed to specific instances.

         SECTION 6. CERTIFICATE FOR SHARES. Every holder of shares in the
corporation shall be entitled to have a certificate or certificates sighted in
the name of the corporation by the chairman or 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 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 upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were such officer, transfer
agent or registrar at the data of issue.

         Any such certificate shall also contain such legend or other statement
as may be required by Section 418 of the General Corporation Law, the Corporate
Securities Law of 1968, and any agreement between the corporation and the issue
thereof, and may contain such legend or other statement as may be required by
any other applicable law or regulation or agreement


                                       17

<PAGE>


         Certificates for shares may be issued prior to full payment thereof,
under such restrictions and for such purposes, as the board of directors or the
bylaws may provide; provided, however, that any such certificates so issued
prior to full payment shall state the total amount of the consideration to be
paid therefor and the amount paid thereon.

         No new certificate for shares shall be issued in place of any
certificate theretofore issued unless the latter is surrendered and canceled at
the same time; provided, however, that a new certificate may be issued without
the surrender and cancellation of the old certificate if the certificate
theretofore issued is alleged to have been lost, stolen or destroyed. In case of
any such allegedly lost, stolen or destroyed certificate, the corporation may
require the owner thereof  the legal representative of such owner to give the
corporation a bond (or other adequate security) sufficient to indemnify it
against any claim that may be made against it (including any expense or
liability) on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

         SECTION 7. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. Unless the
board of directors shall otherwise determine, the chairman of the board, the
president, any vice president, the secretary and any assistant secretary of this
corporation are each 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 to such officers to vote or represent on behalf of this
corporation any and all shares held by this corporation in any other
corporation or corporations may be exercised either by such officers in person
or by any person authorized so to do by proxy or power of attorney or other do
document duly executed by any such officer.

         SECTION 8. INSPECTION OF BYLAWS. The corporation shall keep in its
principal executive office in California, or if its principal executive office
is not in California, at its principal business office in California, 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 corporation has no office in California, it shall upon the written request
of any shareholder, furnish him a copy of the bylaws as amended to date.

         SECTION 9. SEAL. The corporation shall have a common seal, and shall
have inscribed thereon the name of the corporation, the date of its
incorporation, and the words "INCORPORATED" and "CALIFORNIA."

         SECTION 10. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise
requires, the general provisions, rules of construction and definitions
contained in the General Corporation Law shall govern the construction of these
bylaws. Without limiting the generality of the foregoing, the masculine gender
includes the feminine and neuter, the singular number includes the plural and
the plural number includes the singular, and the term "Person" includes a
corporation as well as a natural person.



                                       18

<PAGE>


                                   ARTICLE VI

                                   AMENDMENTS

         SECTION 1. POWER OF SHAREHOLDERS. New bylaws may be adopted or these
bylaws may be amended or repealed by the affirmative vote of a majority of the
outstanding shares entitled to vote, or by the written consent of shareholders
entitled to vote such shares, except as otherwise provided by law or by the
articles of incorporation.

         SECTION 2. POWER OF DIRECTORS. Subject to the right of shareholders as
provided in Section 1 of this Article VI to adopt, amend or repeal bylaws,
bylaws other than a bylaw or amendment thereof changing the authorized number of
directors may be adopted, amended or repealed by the board of directors.

                            CERTIFICATE OF SECRETARY

         I, the undersigned, do hereby certify:

         (1) That I am the duly elected and acting secretary of H. B. COVEY,
INC., a California corporation; and

         (2) That the foregoing restated bylaws, comprising nineteen (19) pages,
constitute the Restated Bylaws of such corporation as duly adopted by
shareholders of the corporation duly taken on April 1, 1999.


         IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of corporation.




                                             /s/ Burr Northrop
                                             --------------------------------
                                             BURR NORTHROP, Secretary


                                       19