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EXHIBIT 3.2.6

                                    BYLAWS OF
                               PARR SUB TWO, INC.

                                    ARTICLE I
                                     OFFICES

         1.1. The registered office of Parr Sub Two, Inc. (the "Company") shall
be at 8513 Rochester Avenue, Rancho Cucamonga, California 91730. The name of the
registered agent at such address is_______________________________

         1.2. The Company may also have offices at such other places both within
and without the State of California as the Board of Directors may from time to
time determine are necessary or proper to the business of the Company.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

         2.1. All meetings of the shareholders for any purpose shall be held at
such time and place, within or without the State of California, as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

         2.2. Annual meetings of the shareholders, commencing with the year
2004, shall be held at a time and on a day during the month of April to be
selected by the Board of Directors. At the meeting, the shareholders shall elect
a Board of Directors and transact such other business as properly may be brought
before the meeting.

         2.3. Special meetings of the shareholders may be called for any purpose
by the President, or at the request in writing of 50 percent of the Board of
Directors, or at the request in writing of holders of not less than 10 percent
of all the shares entitled to vote at the meeting. A request directed to either
the President or the Secretary shall state the purposes of the proposed meeting
and business transacted at any special meeting of the shareholders shall be
confined to the purposes stated in the notice of the meeting.

         2.4. At least 10 days before each meeting of shareholders, a complete
list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, with the address of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. For a period of 10 days prior to the meeting, the list
shall be kept on file at the registered office of the Company and shall be
subject to inspection by any shareholder at any time during usual business
hours. The list also shall be produced and kept open at the time and place of
the meeting and shall be subject to inspection by any shareholder during the
entire meeting.

         2.5. Written notice stating the place, day and hour of the meeting and,
in the case of a special meeting, the purposes for which the meeting is called,
shall be delivered not less than 10 nor more than 50 days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
the Secretary, or the officer or person calling the meeting, to each shareholder
of record entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, postage
prepaid, addressed to the shareholder at his address as it appears on the stock
transfer books of the Company.

         2.6. The holders of 51 percent of the shares issued and outstanding and
entitled to vote at such meeting, present in person or represented by proxy,
shall be requisite and shall constitute a quorum at all meetings of the
shareholders for the transaction of business, except as otherwise provided by
statute or the Articles of Incorporation or these Bylaws. If a quorum is not
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by proxy, shall have
the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present or represented. At such
adjourned meeting at which a quorum is present or represented, any business may
be transacted which might have been transacted at the meeting as originally
notified.


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         2.7. When a quorum is present at any meeting, the vote of the holders
of 51 percent of the shares have voting power, present in person or represented
by proxy, shall decide any question brought before such meeting, unless the
question is one upon which a different vote is required by law, by the Articles
of Incorporation or these Bylaws. The shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shares to leave less than a quorum.

         2.8. Each outstanding share having voting power shall be entitled to
one vote on each matter submitted to a vote at a meeting of the shareholders. A
shareholder may vote either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney in fact, but no proxy shall be
valid after 11 months from the date of its execution, unless otherwise expressly
provided in the proxy. Each proxy shall be revocable unless expressly provided
therein to be irrevocable, and in no event shall it remain irrevocable for a
period of more than 11 months. Each proxy shall be filed with the Secretary of
the Company prior to or at the time of the meeting. Any vote must be taken by
written ballot upon the oral request of any shareholder.

         2.9. Any action required by statute to be taken at a meeting of the
shareholders, or any action which may be taken at a meeting of the shareholders,
may be taken without a meeting if a consent in writing, setting forth the action
to be taken, shall be signed by all of the shareholders entitled to vote with
respect to the subject matter thereof and such consent shall have the same force
and effect as a unanimous vote of the shareholders. Any such signed consent, or
a signed copy thereof shall be placed in the minute book of the Company.

                                   ARTICLE III
                                    DIRECTORS

         3.1. The business and affairs of the Company shall be managed by its
Board of Directors, which may exercise all powers of the Company and do all
lawful acts and things as are not by statute or by the Articles of Incorporation
or by these Bylaws directed or required to be exercised or done by the
shareholders.

         3.2. The number of directors which shall constitute the entire Board
shall be determined by the Board of Directors from time to time but at no time
shall be less than one.

         3.3. Any vacancy occurring in the Board of Directors may be filled by
the affirmative vote of the remaining directors, although less than a quorum of
the Board of Directors. A director elected to fill a vacancy shall be elected
for the unexpired term of his predecessor in office.

         3.4. Any director may be removed with or without cause at any special
or annual meeting of shareholders, by the affirmative vote of 51 percent of the
number of shares of the shareholders present in person or by proxy at such
meeting and entitled to vote for the election of such director, if notice of
intention to act upon such matter shall have been given in the notice calling
such meeting.

         3.5. Regular or special meetings of the Board of Directors may be held
either within or without the State of California.

         3.6. The Chairman of the Board, if one be elected by the Board, shall
preside at all meetings of the Board of Directors and shall have such other
powers and duties as may from time to time be prescribed by the Board of
Directors, upon written direction given to him pursuant to resolution duly
adopted by the Board of Directors.

         3.7. The first meeting of each newly elected Board of Directors shall
be held at such time and place as shall be fixed by vote of the shareholders at
the annual meeting and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present. If the shareholders fail to arrange the time and place of such
first meeting, it shall be held without notice immediately following the annual
meeting of the shareholders, and at such time and place, unless by unanimous
consent of the director then elected and serving, such time or place shall be
changed.



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         3.8. Regular meetings of the Board of Directors may be held without
notice at such time and place as shall from time to time be determined by the
Board.

         3.9. Special meeting of the Board of Directors may be called by the
Chairman of the Board of Directors or the President and shall be called by the
Secretary on the written request of one director. Notice of any special meeting
of the Board of Directors shall be given to each director at least five days
before the date of the meeting.

         3.10. Subject to the provisions required or permitted by the General
Corporation Law of California (the "Corporations Code") for notice of meetings,
unless otherwise restricted by the Articles of Incorporation or these Bylaws,
members of the Board of Directors, or members of any committee designated by the
Board of Directors, may participate in and hold a meeting of such Board of
Directors or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Paragraph 3.10 shall constitute presence in person at such meeting, except where
a person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

         3.11. Attendance of a director at any meeting shall constitute a waiver
of notice of such meeting, except where a director attends for the express
purpose of objecting to the transaction of any business on the grounds that the
meeting is not lawfully called or convened. Except as may be otherwise provided
by law, by the Articles of Incorporation, or by these Bylaws, neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting.

         3.12. At all meetings of the Board of Directors, 51 percent of the
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors. If a quorum shall not be present at
any meeting of the directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

         3.13. The Board of Directors, by resolution passed by 51 percent of the
entire Board, may from time to time designate members of the Board to constitute
committees, including an executive committee, which shall in each case consist
of such number of directors, not less than one, and shall have and may exercise
such powers as the Board may determine and specify in the respective resolutions
appointing them. A majority of all of the members of any such committee may
determine its action and assign the time and place of any meeting, unless the
Board of Directors shall otherwise direct. The Board of Directors shall have
power at any time to change the number and the members of any such committee, to
fill vacancies and to discharge any such committee.

         3.14. Any action required or permitted to be taken at a meeting of the
Board of Directors or at any executive committee may be taken without a meeting
if a consent in writing setting forth the actions so taken is signed by all the
members of the Board of Directors or such committee, as the case may be.

         3.15. By resolution of the Board of Directors, the directors may be
paid their expenses, if any, of attending each meeting of the Board and may be
paid a fixed sum for attending each meeting of the Board or the stated salary
for a director. No such payment shall preclude any director from serving the
Company in any other capacity and receiving compensation therefor. Members of
the executive committee or of special or standing committees may, by resolution
of the Board of Directors, be allowed like compensation for attending committee
meetings.

         3.16. The Board of Directors shall keep the regular minutes of its
proceedings and such minutes shall be placed in the minute book of the Company.


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                                   ARTICLE IV
                                     NOTICES

         4.1. Any notice to directors or shareholders shall be in writing and
shall be delivered personally or mailed to the directors or shareholders at
their respective addresses appearing on the books of the Company. Notice by mail
shall be deemed to be given at the time when the same shall be deposited in the
United States mail, postage prepaid.

          4.2. Any notice required to be given may be subject to a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, and such waiver shall be deemed
equivalent to the giving of such notice in a timely manner. Any such signed
waiver of notice, or a signed copy thereof, shall be placed in the minute book
of the Company. Attendance of such persons at any meeting shall constitute a
waiver of notice of such meeting, except where the persons attend for the
express purpose of objecting that the meeting is not lawfully convened.

                                    ARTICLE V
                                    OFFICERS

         5.1. The Board of Directors shall elect a President and a Secretary and
such other officers and assistant officers as it may deem desirable to have to
conduct the affairs of the Company.

         5.2. The Company also may have, at the discretion of the Board of
Directors, a Chairman of the Board, and such other officers or assistant
officers as may be appointed in accordance with the preceding paragraph.

         5.3. The salaries of all officers and employees of the Company shall be
fixed by the Board of Directors. The Board of Directors shall have the power to
enter into contracts for the employment and compensation of officers and
employees on such terms as the Board deems advisable.

         5.4. The officers of the Company shall hold office until their
successors are elected or appointed and qualified, or until their death,
resignation, or removal from office. Any officer elected or appointed by the
Board of Directors may be removed at any time by the Board, but such removal
shall be without prejudice to the contractual rights, if any, of the person so
removed. Election or appointment of any officer or employee shall not of itself
create contractual rights. Any vacancy occurring in any office of the Company,
by death, resignation, removal, or otherwise, may be filled by the Board of
Directors.

         5.5. Any officer may be removed, whether with or without cause, by the
Board of Directors, at any regular or special meeting or, except in the case of
an officer chosen by the Board of Directors, by any officer upon whom such power
of removal may be conferred by the Board of Directors.

         5.6. If the office of the Chairman of the Board, President, Vice
President, Secretary, Treasurer, Assistant Secretary, or Assistant Treasurer
becomes vacant by reason of death, resignation or removal, the Board of
Directors shall elect a successor who shall hold office for the unexpired TERM,
and until his successor is elected.

         5.7. The Board of Directors, except as otherwise provided in these
Bylaws, may authorize any officer to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Company, and such
authority may be general or confined to specific instances. Unless so
authorized, no officer, agent, or employee shall have any power or authority to
bind the Company by any contract or engagement or to pledge its credit or to
render it liable pecuniarily for any purpose or in any amount.

         5.8. The President shall be the chief executive officer of the Company,
shall have general and active management of the business of the Company and
shall see that all orders and resolutions of the Board of Directors are carried
into effect. He shall preside at all meetings of the shareholders and, in the
absence of a Chairman of the Board, at all meetings of the Board of Directors.



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         5.9. The Vice Presidents, in the order of their seniority, unless
otherwise determined by the Board of Directors, in the absence or disability of
the President, shall perform the duties and have the authority and exercise the
powers of the President. They shall perform such other duties and have such
other authority and powers as the Board of Directors may from time to time
prescribe or as the President may from time to time delegate.

         5.10. The Secretary shall attend all meetings of the Board of Directors
and of the shareholders and record all business transacted at such meetings in a
minute book to be kept for that purpose and he shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the shareholders and regular and special meetings of the
Board of Directors, AND shall perform such other duties as may be prescribed by
the Board of Directors, or President, under whose supervision he shall be. He
shall keep and take custody of the seal of the Company and, when authorized by
the Board of Directors, shall affix the same to any instrument requiring it, and
when so affixed, it shall be attested by his signature or by the signature of an
Assistant Secretary or of the Treasurer.

         5.11. The Assistant Secretaries shall, in the absence or disability of
the Secretary, perform the duties and exercise the powers of the Secretary. They
shall perform such other duties AND have such powers as the Board of Directors
may from time to time prescribe or as the President from time to time may
delegate.

         5.12. The Treasurer shall have the custody of the Company funds and
securities and shall keep full and accurate accounts and records of receipts,
disbursements and other transactions IN books belonging to the Company and shall
deposit all funds and other valuable effects in the name and to the credit of
the Company in such depositories as may be designated by the Board of Directors.

         5.13. The Treasurer shall disburse funds of the Company as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors at
the regular meetings of the Board, or whenever they may require it, an account
of all his transactions as Treasurer and of the financial condition of the
Company.

         5.14. The Treasurer shall perform such other duties and have such other
authority as the Board of Directors may from time to time prescribe, or as the
President may from time to time delegate.

         5.15. The Assistant Treasurers, in the order of their seniority, unless
otherwise determined by the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and have the authority and
exercise the powers of the Treasurer. They shall perform such other duties and
have such other powers as the Board of Directors may from time to time prescribe
or the President may from time to time delegate.

                                   ARTICLE VI
                          CERTIFICATES AND SHAREHOLDERS

         6.1. Certificates for shares of the stock of the Company shall be in
such form as shall be required by law and as shall be approved by the Board of
Directors. Every certificate for shares issued by the Company must be signed by
the President, or a Vice President and the Secretary, or an Assistant Secretary.
Such certificate shall bear a legend in the FORM and containing the restrictions
required to be thereon by the Corporations Code.

         6.2. Certificates shall be delivered representing all shares to which
shareholders are entitled. Each certificate shall be consecutively numbered and
shall be entered into the books of the Company as they are issued. Each
certificate shall state on the face thereof the holder's name, the number and
class of shares, the par value of such shares, and such other matters as may be
required by law, the Articles of Incorporation or these Bylaws.

         6.3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate previously issued by the
Company alleged to have been lost or destroyed, upon the making of an affidavit
of that fact by the person claiming the loss or destruction. In so doing the
Board of Directors may in its discretion and as a condition precedent to the
issuance of any such certificate (a) require the owner of the lost or destroyed
certificate, or his legal representative, to advertise the same in such manner
as it shall require and/or (b) to give the


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Company a bond (with a surety or sureties satisfactory to the Company in such
sum as it may direct), as indemnity against any claim, or expense resulting from
any claim, that may be made against the Company with respect to the certificate
alleged to have been lost or destroyed.

         6.4. Shares of stock shall be transferable only on the books of the
Company by the holder thereof in person or by his duly authorized attorney. Upon
surrender to the Company or its transfer agent of a certificate representing
shares properly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, the Company or its transfer agent shall
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

         6.5. The Company shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it has express
or other notice thereof, except as otherwise provided by law, or any stock
purchase and redemption agreement to which the stock may be subject.

                                   ARTICLE VII
                                OTHER PROVISIONS

         7.1. Dividends may be declared by the Board of Directors at any regular
or special meeting and may be paid in cash, in property, or in shares of the
Company, subject to the provisions of the Articles of Incorporation and to the
Corporations Code. The declaration and payment of dividends shall be at the
discretion of the Board of Directors.

         7.2. Before payment of any dividend, the Board of Directors may create
and set aside funds and reserves such as the directors, from time to time and in
their absolute discretion, determine appropriate to provide for contingencies,
or to equalize dividends, or to repair or maintain any property of the Company,
or for any other purpose they think beneficial to the Company. The directors may
modify or abolish any such reserve or fund in the manner in which it was
created.

         7.3. The Company shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its shareholders and Board
of Directors, and shall keep at its registered office or principal place of
business, or at the office of its transfer agent or registrar, a record of its
shareholders, giving the names and addresses of all shareholders and the number
and class of the share held by each.

         7.4. All checks or demands for money and notes of the Company shall be
signed by such officer or officers or such other person or persons as the Board
of Directors may from time to time designate.

         7.5. The fiscal year of the Company shall be determined by resolution
of the Board of Directors.

         7.6. The Board of Directors shall present at each annual meeting of
shareholders a full and clear statement of the business and condition of the
Company, including a reasonably detailed balance sheet, income statement, and
surplus statement.

         7.7. The Company's seal shall be in such FORM as may be prescribed by
the Board of Directors. The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any manner reproduced.

         7.8. The Company shall indemnify any person who serves as a director,
officer, agent, or employee of the Company against expenses actually and
necessarily incurred by such person, and any amount paid in satisfaction of
judgment in connection with any action, suit or proceeding in which he is made a
party by reason of being or having been such a director, officer, agent, or
employee, except in relation to matters as to which he shall be adjudged in such
action, suit or proceeding to be liable for gross negligence or willful
misconduct in the performance of his duties.


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         7.9. The Company also may reimburse to any such person described in the
preceding paragraph the reasonable costs of settlement of any such proceeding,
if it is found by a majority of the directors not involved in the proceeding
that it was in the interest of the Company to make such settlement and that such
person was not guilty of gross negligence or willful misconduct. These rights of
indemnification and reimbursement shall not be exclusive of any other right to
which such person may be entitled by law, bylaw, agreement, shareholder's vote
or otherwise.

         7.10. Any director, officer or agent may resign by giving written or
oral notice to the Board of Directors, or to the President or the Secretary. Any
such resignation shall take effect at the time specified therein, or immediately
if no time is specified therein. Unless otherwise specified therein, the
acceptance of such resignation shall be not necessary to make it effective.

                                  ARTICLE VIII
                           AMENDMENT AND CONSTRUCTION

         8.1. These Bylaws may be altered, amended or repealed, or new Bylaws
may be adopted by the shareholders at any regular or special meeting. In
addition, the shareholders have delegated to the Board of Directors the POWER to
alter, amend, or repeal the Bylaws, or to adopt new Bylaws. The Board of
Directors accepts such delegation of authority and shall act accordingly at any
regular or special meeting upon notice given at least 10 days prior to any
meeting stating that purpose.

         8.2. If any portion of these Bylaws shall be invalid or inoperative,
then, so far as is reasonable, the remainder of these Bylaws shall be considered
valid and operative and effect shall be given to the intent manifested by the
portion held invalid or inoperative.

         These ByLaws were adopted on December __, 2003.




                                             -----------------------------------
                                             Secretary



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