**AMENDED
      AND RESTATED BYLAWS**




**OF**




**PERICOM
      SEMICONDUCTOR CORPORATION**




**a
      California corporation**







TABLE
      OF
      CONTENTS





Page




ARTICLE
                I
            OFFICES
            1Section
                1.1
            Principal
                Executive Office
            1Section
                1.2
            Other
                Offices
            1ARTICLE
                II
            MEETINGS
                OF SHAREHOLDERS
            1Section
                2.1
            Place
                of Meetings
            1Section
                2.2
            Annual
                Meeting
            1Section
                2.3
            Notice
                of Annual Meeting
            1Section
                2.4
            Special
                Meetings
            3Section
                2.5
            Notice
                of Special Meetings
            3Section
                2.6
            Quorum
            3Section
                2.7
            Adjourned
                Meeting and Notice
            4Section
                2.8
            Record
                Date
            4Section
                2.9
            Voting
            4Section
                2.10
            Proxies
            5Section
                2.11
            Validation
                of Defectively Called or Noticed Meetings
            6Section
                2.12
            Action
                Without Meeting
            6Section
                2.13
            Inspectors
                of Election
            7ARTICLE
                III
            BOARD
                OF DIRECTORS
            7Section
                3.1
            Powers;
                Approval of Loans to Officers
            7Section
                3.2
            Number
                and Qualification of Directors
            8Section
                3.3
            Election
                and Term of Office
            8Section
                3.4
            Vacancies
            9Section
                3.5
            Time
                and Place of Meetings
            9Section
                3.6
            Notice
                of Special Meetings
            10Section
                3.7
            Action
                at a Meeting: Quorum and Required Vote
            10Section
                3.8
            Action
                Without a Meeting
            11Section
                3.9
            Adjourned
                Meeting and Notice
            11Section
                3.10
            Fees
                and Compensation
            11Section
                3.11
            Appointment
                of Executive and Other Committees
            11ARTICLE
                IV
            OFFICERS
            12Section
                4.1
            Officers
            12Section
                4.2
            The
                Chairman of the Board
            12Section
                4.3
            The
                President
            13Section
                4.4
            Vice-Presidents
            13Section
                4.5
            The
                Secretary
            13Section
                4.6
            The
                Chief Financial Officer
            13Section
                4.7
            The
                Controller
            14




-i-


TABLE
        OF
        CONTENTS
 (continued)
  Page




ARTICLE
                V
            EXECUTION
                OF CORPORATE INSTRUMENTS, RATIFICATION, AND VOTING OF STOCKS OWNED
                BY THE
                CORPORATION
            14Section
                5.1
            Execution
                of Corporate Instruments
            14Section
                5.2
            Ratification
                by Shareholders
            14Section
                5.3
            Voting
                of Stocks Owned by the Corporation
            15ARTICLE
                VI
            ANNUAL
                AND OTHER REPORTS
            15Section
                6.1
            Reports
                to Shareholders
            15Section
                6.2
            Report
                of Shareholder Vote
            16Section
                6.3
            Reports
                to the Secretary of State
            16ARTICLE
                VII
            SHARES
                OF STOCK
            16ARTICLE
                VIII
            INSPECTION
                OF CORPORATE RECORDS
            17Section
                8.1
            General
                Records
            17Section
                8.2
            Inspection
                of Bylaws
            17ARTICLE
                IX
            INDEMNIFICATION
                OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
            18Section
                9.1
            Right
                to Indemnification
            18Section
                9.2
            Authority
                to Advance Expenses
            18Section
                9.3
            Right
                of Claimant to Bring Suit
            19Section
                9.4
            Provisions
                Nonexclusive
            19Section
                9.5
            Authority
                to Insure
            19Section
                9.6
            Survival
                of Rights
            19Section
                9.7
            Settlement
                of Claims
            19Section
                9.8
            Effect
                of Amendment
            19Section
                9.9
            Subrogation
            20Section
                9.10
            No
                Duplication of Payments
            20ARTICLE
                X
            AMENDMENTS
            20Section
                10.1
            Power
                of Shareholders
            20Section
                10.2
            Power
                of Directors
            20ARTICLE
                XI
            DEFINITIONS
            20ARTICLE
                XII
            CORPORATE
                SEAL
            20CERTIFICATE
                OF AMENDMENT TO ARTICLE VII – OCTOBER 31, 2007




-ii-


**AMENDED
      AND RESTATED BYLAWS**




**OF**




**PERICOM
      SEMICONDUCTOR CORPORATION**




**a
      California corporation**




ARTICLE
      I


OFFICES




Section
      1.1  Principal
      Executive Office.




The
      principal executive office of the corporation shall be located at such place
      as
      the Board of Directors may from time to time authorize. If the principal
      executive office is located outside this state, and the corporation has one
      or
      more business offices in this state, the Board of Directors shall fix and
      designate a principal executive office in the State of California.




Section
      1.2  Other
      Offices.




Other
      business offices may at any time be established at any place or places specified
      by the Board of Directors.




ARTICLE
      II


MEETINGS
      OF SHAREHOLDERS




Section
      2.1  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,
      specified by the Board of Directors.




Section
      2.2  Annual
      Meeting.




The
      annual meeting of the shareholders, after the year 1990, shall be held at the
      time and date in each year fixed by the Board of Directors. At the annual
      meeting directors shall be elected, reports of the affairs of the corporation
      shall be considered, and any other business may be transacted that is within
      the
      power of the shareholders.




Section
      2.3  Notice
      of Annual Meeting.




Written
      notice of each annual meeting shall be given to each shareholder entitled to
      vote, either personally or by first-class mail, or, if the corporation has
      outstanding shares held of record by 500 or more persons (determined in
      accordance with Section 605 of the General Corporation Law) on the record date
      for the meeting, by third-class mail, or by other means of written
      communication, charges prepaid, addressed to such shareholder at the
      shareholder’s address appearing on the books of the corporation or given by such
      shareholder to the corporation for the purpose of notice. If any notice or
      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
      States Postal Service marked to indicate that the United States Postal Service
      is unable to deliver the notice or report to the shareholder at such address,
      all future notices or reports 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 or report
      to
      all other shareholders. If a shareholder gives no address, notice shall be
      deemed to have been given to such shareholder if addressed to the shareholder
      at
      the place where the principal executive office of the corporation is situated,
      or if published at least once in some newspaper of general circulation in the
      county in which said principal executive office is located.









All
      such
      notices shall be given to each shareholder entitled thereto not less than ten
      (10) days (or, if sent by third-class mail, thirty (30) days) nor more than
      sixty (60) days before each annual 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.




Such
      notice shall specify:




(a)  the
      place, the date, and the hour of such meeting;




(b)  those
      matters that the Board of Directors, at the time of the mailing of the notice,
      intends to present for action by the shareholders. Subject to the provisions
      of
      subsection (d) below, any matter properly brought before an annual meeting
      may
      be presented at the meeting for such action);




To
      be
      properly brought before an annual meeting, business must be specified in the
      notice of meeting (or any supplement thereto) given by or at the direction
      of
      the Board of Directors, otherwise properly brought before the meeting by or
      at
      the direction of the Board of Directors or otherwise properly brought before
      the
      meeting by a shareholder. In addition to any other applicable requirements,
      for
      business to be properly brought before an annual meeting by a shareholder,
      the
      shareholder must have given timely notice thereof in writing to the Secretary
      of
      the corporation. To be timely, a shareholder’s notice must be delivered to or
      mailed and received at the principal executive offices of the corporation,
      not
      less than 45 days nor more than 75 days prior to the date on which the
      corporation first mailed its proxy materials for the previous year’s annual
      meeting of shareholders (or the date on which the corporation mails its proxy
      materials for the current year if during the prior year the corporation did
      not
      hold an annual meeting or if the date of the annual meeting was changed more
      than 30 days from the prior year). A shareholder’s notice to the Secretary shall
      set forth as to each matter the shareholder proposes to bring before the annual
      meeting (i) a brief description of the business desired to be brought before
      the
      annual meeting and the reasons for conducting such business at the annual
      meeting, (ii) the name and record address of the shareholder proposing such
      business, (iii) the class and number of shares of the corporation which are
      beneficially owned by the shareholder, and (iv) any material interest of the
      shareholder in such business.




Notwithstanding
      anything in the Bylaws to the contrary, no business shall be conducted at the
      annual meeting except in accordance with the procedures set forth in this
      Section 2.3, provided, however, that nothing in this Section 2.3 shall be deemed
      to preclude discussion by any shareholder of any business properly brought
      before the annual meeting in accordance with said procedure.




The
      chairman of an annual meeting shall, if the facts warrant, determine and declare
      to the meeting that business was not properly brought before the meeting in
      accordance with the provisions of this Section 2.3, and if he should so
      determine he shall so declare to the meeting, and any such business not properly
      brought before the meeting shall not be transacted.




2




Nothing
      in this Section 2.3 shall affect the right of a shareholder to request inclusion
      of a proposal in the corporation’s proxy statement to the extent that such right
      is provided by an applicable rule of the Securities and Exchange
      Commission.




(c)  if
      directors are to be elected, the names of nominees intended at the time of
      the
      notice to be presented by the Board of Directors for election;




(d)  the
      general nature of a proposal, if any, to take action with respect to approval
      of
      (i) a contract or other transaction with an interested director, (ii) amendment
      of the Articles of Incorporation, (iii) a reorganization of the corporation
      as
      defined in Section 181 of the General Corporation Law, (iv) voluntary
      dissolution of the corporation, or (v) a distribution in dissolution other
      than
      in accordance with the rights of outstanding preferred shares, if any;
      and




(e)  such
      other matters, if any, as may be expressly required by statute.




Section
      2.4  Special
      Meetings.




Special
      meetings of the shareholders for any purpose or purposes whatsoever may be
      called at any time by the Chairman of the Board (if there be such an officer
      appointed), by the President, by the Board of Directors, or by one or more
      shareholders entitled to cast not less than ten percent (10%) of the votes
      at
      the meeting.




Section
      2.5  Notice
      of Special Meetings.




Upon
      request in writing that a special meeting of shareholders be called for any
      proper purpose, directed to the Chairman of the Board (if there be such an
      officer appointed), President, Vice President or Secretary by any person (other
      than the Board of Directors) 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 (35) nor more than
      sixty (60) days after the receipt of the request. Except in special cases where
      other express provision is made by statute, notice of any special meeting of
      shareholders shall be given in the same manner as for annual meetings of
      shareholders. In addition to the matters required by Section 2.3(a) and, if
      applicable, Section 2.3(c) of these Bylaws, notice of any special meeting shall
      specify the general nature of the business to be transacted, and no other
      business may be transacted at such meeting.




Section
      2.6  Quorum.




The
      presence in person or by proxy of persons entitled to vote a majority of the
      voting shares at any meeting shall constitute a quorum for the transaction
      of
      business. If a quorum is present, the affirmative vote of a majority of the
      shares represented and voting at the meeting (which shares voting affirmatively
      also constitute at least a majority of the required quorum) shall be the act
      of
      the shareholders, unless the vote of a greater number or voting by classes
      is
      required by the General Corporation Law or the Articles of Incorporation. Any
      meeting of shareholders, whether or not a quorum is present, may be adjourned
      from time to time by the vote of the holders of a majority of the shares present
      in person or represented by proxy thereat and entitled to vote, but in the
      absence of a quorum no other business may be transacted at such meeting, except
      that the shareholders present or represented by proxy 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
      than a quorum, if any action taken (other than adjournment) is approved by
      at
      least a majority of the shares required to constitute a quorum.




3




Section
      2.7  Adjourned
      Meeting and Notice.




When
      any
      shareholders’ meeting, either annual or special, is adjourned for more than
      forty-five (45) days, or if after adjournment a new record date is fixed for
      the
      adjourned meeting, notice of the adjourned meeting shall be given as in the
      case
      of an original meeting. Except as provided above, it shall not be necessary
      to
      give any notice of the time and place of the adjourned meeting or of the
      business to be transacted thereat, other than by announcement of the time and
      place thereof at the meeting at which such adjournment is taken.




Section
      2.8  Record
      Date.




(a)  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 any dividend or other distribution,
      or allotment of any rights, or to exercise rights in respect of any other lawful
      action. The record date so fixed shall be not more than sixty (60) days nor
      less
      than ten (10) days prior to the date of such meeting, nor more than sixty (60)
      days prior to any other action. A determination of shareholders of record
      entitled to notice of or to vote at a meeting of shareholders shall apply to
      any
      adjournment of the meeting unless the Board of Directors fixes a new record
      date
      for the adjourned meeting, but the Board of Directors shall fix a new record
      date if the meeting is adjourned for more than forty-five (45) days from the
      date set for the original meeting. When a record date is so fixed, only
      shareholders of record at the close of business on that date are entitled to
      notice of and to vote at any such meeting, to give consent without a meeting,
      to
      receive any report, to receive the dividend, distribution, or allotment of
      rights, or to exercise the rights, as the case may be, notwithstanding any
      transfer of any shares on the books of the corporation after the record date,
      except as otherwise provided in the Articles of Incorporation or these
      Bylaws.




(b)  If
      no
      record date is fixed:




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




(2)  The
      record date for determining shareholders entitled to give consent to corporate
      action in writing without a meeting, when no prior action by the Board of
      Directors has been taken, shall be the day on which the first written consent
      is
      given.




(3)  The
      record date for determining shareholders for any other purpose shall be at
      the
      close of business on the day on which the Board of Directors adopts the
      resolution relating thereto, or the sixtieth (60th) day prior to the date of
      such other action, whichever is later.




Section
      2.9  Voting.




(a)  Except
      as
      provided below with respect to cumulative voting and except as may be otherwise
      provided in the Articles of Incorporation, each outstanding share, regardless
      of
      class, shall be entitled to one vote on each matter submitted to a vote of
      shareholders. Any holders of shares entitled to vote on any matter may vote
      part
      of the shares in favor of the proposal and refrain from voting the remaining
      shares or vote them against the proposal, other than elections to office, but,
      if the shareholder fails to specify the number of shares such shareholder is
      voting affirmatively, it will be conclusively presumed that the shareholder’s
      approving vote is with respect to all shares such shareholder is entitled to
      vote.




4




(b)  Subject
      to the provisions of Sections 702 through 704 of the General Corporation Law
      (relating to voting of shares held by a fiduciary, receiver, pledgee, or minor,
      in the name of a corporation, or in joint ownership), persons in whose names
      shares entitled to vote stand on the stock records of the corporation at the
      close of business on the record date shall be entitled to vote at the meeting
      of
      shareholders. Such vote may be 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. shares of this corporation owned
      by a corporation more than twenty-five percent (25%) of the voting power of
      which is owned directly by this corporation, or indirectly through one or more
      majority-owned subsidiaries of this corporation, shall not be entitled to vote
      on any matter.




(c)  Subject
      to the requirements of the next sentence, every shareholder entitled to vote
      at
      any election for directors shall have the right to cumulate such shareholder’s
      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 such shareholder’s
      shares are normally entitled, or to distribute votes on the same principle
      among
      as many candidates as such shareholder thinks fit. No shareholder shall be
      entitled to cumulate votes unless such candidate’s name or candidates’ names
      have been placed in nomination prior to the voting and the shareholder has
      given
      notice at the meeting, prior to the voting, of the shareholder’s intention to
      cumulate such shareholder’s votes. If any one shareholder has given such notice,
      all shareholders may cumulate their votes for candidates in nomination. The
      candidates receiving the highest number of affirmative votes of shares entitled
      to be voted for them, up to the number of directors to be elected by such
      shares, shall be elected. Votes against a director and votes withheld shall
      have
      no legal effect.




(d)  Notwithstanding
      any term of this Section 2.9, during any period in which the corporation is
      a
      listed corporation, as “listed corporation” is defined in California
      Corporations Code Section 301.5(d), and its Articles of Incorporation shall
      provide that shareholders of the corporation are not entitled to cumulate their
      votes in elections of directors, this Section 2.9 shall not be deemed to allow
      shareholders of the corporation to cumulate their votes in the elections of
      directors, and Sections 2.9(c) hereof shall not apply with respect to voting
      in
      the election of directors.




Section
      2.10  Proxies.




(a)  Every
      person entitled to vote shares (including voting by written consent) may
      authorize another person or other persons to act by proxy with respect to such
      shares. “Proxy” means a written authorization signed or an electronic
      transmission authorized by a shareholder or the shareholder’s attorney-in-fact
      giving another person or persons power to vote with respect to the shares of
      such shareholder. “Signed” for the purpose of this Section means the placing of
      the shareholder’s name on the proxy (whether by manual signature, typewriting,
      telegraphic transmission, electronic transmission or otherwise) by the
      shareholder or the shareholder’s attorney-in-fact. A proxy may be transmitted by
      oral telephone transmission if it is submitted with information from which
      it
      may be determined that the proxy was authorized by the shareholder, or his
      or
      her attorney-in-fact. Any proxy duly executed is not revoked and continues
      in
      full force and effect until (i) a written instrument revoking it is filed with
      the Secretary of the corporation prior to the vote pursuant thereto, (ii) a
      subsequent proxy executed by the person executing the prior proxy is presented
      to the meeting, (iii) the person executing the proxy attends the meeting and
      votes in person, or (iv) written notice of the death or incapacity of the maker
      of such proxy is received by the corporation before the vote pursuant thereto
      is
      counted; provided that no such proxy shall be valid after the expiration of
      eleven (11) months from the date of its execution, unless otherwise provided
      in
      the proxy. Notwithstanding the foregoing sentence, a proxy that states that
      it
      is irrevocable, is irrevocable for the period specified therein to the extent
      permitted by Section 705(e) and (f) of the General Corporation Law. The dates
      contained on the forms of proxy presumptively determine the order of execution,
      regardless of the postmark dates on the envelopes in which they are
      mailed.




5




(b)  As
      long
      as no outstanding class of securities of the corporation is registered under
      Section 12 of the Securities Exchange Act of 1934, or is not exempted from
      such
      registration by Section 12(g)(2) of such Act, any form of proxy or written
      consent distributed to ten (10) or more shareholders of the corporation when
      outstanding shares of the corporation are held of record by 100 or more persons
      shall afford an opportunity on the proxy or form of written consent to specify
      a
      choice between approval and disapproval of each matter or group of related
      matters intended to be acted upon at the meeting for which the proxy is
      solicited or by such written consent, other than elections to office, and shall
      provide, subject to reasonable specified conditions, that where the person
      solicited specifies a choice with respect to any such matter the shares will
      be
      voted in accordance therewith. In any election of directors, any form of proxy
      in which the directors to be voted upon are named therein as candidates and
      which is marked by a shareholder “withhold” or otherwise marked in a manner
      indicating that the authority to vote for the election of directors is withheld
      shall not be voted for the election of a director.




Section
      2.11  Validation
      of Defectively Called or Noticed Meetings.




The
      transactions of any meeting of shareholders, however called and noticed, and
      wherever held, are 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 entitled to vote, not
      present in person or by proxy, signs a written waiver of notice or a consent
      to
      the holding of the meeting or an approval of the minutes thereof. All such
      waivers, consents and approvals shall be filed with the corporate records or
      made a part of the minutes of the meeting. Attendance of a person at a meeting
      shall constitute a waiver of notice of and presence at 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 these Bylaws or by the General Corporation
      Law to be included in the notice if such objection is expressly made at the
      meeting. Neither the business to be transacted at nor the purpose of any regular
      or special meeting of shareholders need be specified in any written waiver
      of
      notice, consent to the holding of the meeting or approval of the minutes
      thereof, unless otherwise provided in the Articles of Incorporation or these
      Bylaws, or unless the meeting involves one or more matters specified in Section
      2.3(d) of these Bylaws.




Section
      2.12  Action
      Without Meeting.




(a)  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 (other than a vacancy created by removal of a director) by the
      written consent of persons holding a majority of the outstanding shares entitled
      to vote for the election of directors.




Any
      other
      action that may be taken at a meeting of the shareholders, may be taken without
      a meeting, and without prior 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.




6




(b)  Unless
      the consents of all shareholders entitled to vote have been solicited in
      writing:




(1)  notice
      of
      any proposed shareholder approval of (i) a contract or other transaction with
      an
      interested director, (ii) indemnification of an agent of the corporation, (iii)
      a reorganization of the corporation as defined in Section 181 of the General
      Corporation Law, or (iv) a distribution in dissolution other than in accordance
      with the rights of outstanding preferred shares, if any, without a meeting
      by
      less than unanimous written consent, shall be given at least ten (10) days
      before the consummation of the action authorized by such approval;
      and




(2)  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 provided in Section 2.3 of these
      Bylaws.




(c)  Any
      shareholder giving a written consent, or the shareholder’s proxyholders, or a
      transferee of the shares or a personal representative of the shareholder or
      their respective proxyholders, 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.




Section
      2.13  Inspectors
      of Election.




(a)  In
      advance of any meeting of shareholders, the Board of Directors may appoint
      inspectors of election to act at the meeting and 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 the holder of such shareholder’s proxy shall,
      appoint inspectors of election (or persons to replace those who so fail or
      refuse) at the meeting. The number of inspectors shall be either one or three.
      If inspectors are appointed at a meeting on the request of one or more
      shareholders or holders of proxies, the majority of shares represented in person
      or by proxy shall determine whether one inspector or three inspectors are to
      be
      appointed.




(b)  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 close; determine the result; and do
      such acts as may be proper to conduct the election or vote with fairness to
      all
      shareholders.




(c)  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


BOARD
      OF
      DIRECTORS




Section
      3.1  Powers;
      Approval of Loans to Officers.




(a)  Subject
      to the provisions of the General Corporation Law and any limitations in the
      Articles of Incorporation relating to action required to be approved by the
      shareholders or by the outstanding shares, the business and affairs of the
      corporation shall be managed and all corporate powers shall be exercised by
      or
      under the direction of the Board of Directors. The Board of Directors may
      delegate the management of the day-to-day operation of the business of the
      corporation to a management company or other person provided that the business
      and affairs of the corporation shall be managed and all corporate powers shall
      be exercised under the ultimate direction of the Board of
      Directors.




7




(b)  The
      corporation may, upon approval of the Board of Directors alone, make loans
      of
      money or property to, or guarantee the obligations of, any officer (whether
      or
      not a director) of the corporation or of its parent, or adopt an employee
      benefit plan authorizing such loans or guaranties provided that:




(1)  the
      Board
      of Directors determines that such a loan, guaranty, or plan may reasonably
      be
      expected to benefit the corporation;




(2)  the
      corporation has outstanding shares held of record by 100 or more persons
      (determined as provided in Section 605 of the General Corporation Law) on the
      date of approval by the Board of Directors;




(3)  the
      approval by the Board of Directors is by a vote sufficient without counting
      the
      vote of any interested director(s); and




(4)  the
      loan
      is otherwise made in compliance with Section 315 of the General Corporation
      Law.




Section
      3.2  Number
      and Qualification of Directors.




The
      number of directors of the corporation shall not be less than four (4) nor
      more
      than seven (7) until changed by amendment of the Articles of Incorporation
      or by
      a Bylaw amending this Section 3.2 duly adopted by the vote or written consent
      of
      holders of a majority of the outstanding shares, provided that if the minimum
      number of directors is five or more, any proposal to reduce the minimum number
      of directors to a number less than five cannot be adopted if the votes cast
      against its adoption at a meeting, or the shares not consenting in the case
      of
      action by written consent, are equal to more than sixteen and two-thirds percent
      (16-2/3%) of the outstanding shares entitled to vote. The exact number of
      directors shall be fixed from time to time, within the limits specified in
      the
      Articles of Incorporation or in this Section 3.2, by a bylaw or amendment
      thereof duly adopted by the vote of a majority of the shares entitled to vote
      represented at a duly held meeting at which a quorum is present, or by the
      written consent of the holders of a majority of the outstanding shares entitled
      to vote, or by the Board of Directors.




Subject
      to the foregoing provisions for changing the number of directors, the number
      of
      directors of the corporation has been fixed at four (4).




Section
      3.3  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 thereat, the
      directors may be elected at any special meeting of shareholders held for that
      purpose. Each director, including a director elected to fill a vacancy, shall
      hold office until the expiration of the term for which elected and until a
      successor has been elected and qualified.




8




Section
      3.4  Vacancies.




A
      vacancy
      in the Board of Directors shall be deemed to exist in case of the death,
      resignation or removal of any director, if a director has been declared of
      unsound mind by order of court or convicted of a felony, if the authorized
      number of directors is increased, if the incorporator or incorporators have
      failed to appoint the authorized number of directors in any resolution for
      appointment of directors upon the initial organization of the corporation,
      or if
      the shareholders fail, at any annual or special meeting of shareholders at
      which
      any director or directors are elected, to elect the full authorized number
      of
      directors to be voted for at that meeting.




Vacancies
      in the Board of Directors, except for a vacancy created by the removal of a
      director, may be filled by a majority of the directors present at a meeting
      at
      which a quorum is present, or if the number of directors then in office is
      less
      than a quorum, (a) by the unanimous written consent of the directors then in
      office, (b) by the vote of a majority of the directors then in office at a
      meeting held pursuant to notice or waivers of notice in compliance with these
      Bylaws, or (c) by a sole remaining director. Each director so elected shall
      hold
      office until his or her successor is elected at an annual or a special meeting
      of the shareholders. A vacancy in the Board of Directors created by the removal
      of a director may be filled only by the vote of a majority of the shares
      entitled to vote represented at a duly held meeting at which a quorum is
      present, or by the written consent of all of the holders of the outstanding
      shares.




The
      shareholders may elect a director or directors at any time to fill any vacancy
      or vacancies not filled by the directors. Any such election by written consent
      other than to fill a vacancy created by removal shall require the consent of
      holders of a majority of the outstanding shares entitled to vote. Any such
      election by written consent to fill a vacancy created by removal shall require
      the unanimous written consent of all shares entitled to vote for the election
      of
      directors.




Any
      director may resign effective upon giving written notice to the Chairman of
      the
      Board (if there be such an officer appointed), the President, the Secretary
      or
      the Board of Directors of the corporation, unless the notice specifies a later
      time for the effectiveness of such resignation. If the resignation is effective
      at a future time, a successor may be elected to take office when the resignation
      becomes effective.




No
      reduction of the authorized number of directors shall have the effect of
      removing any director prior to the expiration of the director’s term of
      office.




Section
      3.5  Time
      and Place of Meetings.




The
      Board
      of Directors shall hold a regular meeting immediately after the meeting of
      shareholders at which it is elected and at the place where such meeting is
      held,
      or at such other place as shall be fixed by the Board of Directors, for the
      purpose of organization, election of officers of the corporation and the
      transaction of other business. Notice of such meeting is hereby dispensed with.
      Other regular meetings of the Board of Directors shall be held without notice
      at
      such times and places as are fixed by the Board of Directors. Special meetings
      of the Board of Directors may be held at any time whenever called by the
      Chairman of the Board (if there be such an officer appointed), the President,
      any Vice-President, the Secretary or any two directors.




Except
      as
      hereinabove provided in this Section 3.5, all meetings of the Board of Directors
      may be held at any place within or without the State of California that has
      been
      designated by resolution of the Board of Directors as the place for the holding
      of regular meetings, or by written consent of all directors. In the absence
      of
      such designation, meetings of the Board of Directors shall be held at the
      principal executive office of the corporation. Special meetings of the Board
      of
      Directors may be held either at a place so designated or at the principal
      executive office of the corporation.




9




Section
      3.6  Notice
      of Special Meetings.




Notice
      of
      the time and place of special meetings shall be delivered personally to each
      director or communicated to each director by telephone, telegraph or mail,
      electronic mail message, charges prepaid, addressed to the director at the
      director’s address as it is shown upon the records of the corporation or, if it
      is not so shown on such records or is not readily ascertainable, at the place
      at
      which the meetings of the directors are regularly held. In case such notice
      is
      mailed, it shall be deposited in the United States mail at least four (4) days
      prior to the time of the holding of the meeting. In case such notice is
      delivered personally or by telephone, telegraph, facsimile or electronic mail
      message, as above provided, it shall be so delivered at least forty-eight (48)
      hours prior to the time of the holding of the meeting. Any such transmission
      of
      notice, as above provided, shall be due, legal and personal notice to such
      director. As used herein, notice by telephone shall be deemed to include a
      voice
      messaging system or other system or technology designed to record and
      communicate messages, or wireless, to the recipient, including the recipient’s
      designated voice mailbox or address on such a system.




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




Section
      3.7  Action
      at a Meeting: Quorum and Required Vote.




(a)  Presence
      of a majority of the authorized number of directors at a meeting of the Board
      of
      Directors constitutes a quorum for the transaction of business, except as
      hereinafter provided.




(b)  Members
      of the Board of Directors may participate in a meeting through use of conference
      telephone, electronic video screen communication or other communications
      equipment. Participation in a meeting through use of conference telephone
      pursuant to this subsection (b) constitutes presence in person at such meeting
      as long as all members participating in the meeting are able to hear one
      another. Participation in a meeting through use of electronic video screen
      communication or other communications equipment (other than conference
      telephone) pursuant to this subsection (b) constitutes presence in person at
      such meeting, if (1) each member participating in the meeting can communicate
      with all of the other members concurrently, (2) each member is provided the
      means of participating in all matters before the board, including, without
      limitation, the capacity to propose, or to interpose an objection to, a specific
      action to be taken by the corporation, and (3) the corporation adopts and
      implements some means of verifying that (a) a person participating in the
      meeting is a director or other person entitled to participate in the meeting,
      and (b) all actions of, or votes by, the board are taken or cast only by the
      directors and not by persons who are not directors.




(c)  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 a greater number, or the same number after disqualifying one or more
      directors from voting, is required by law, by the Articles of Incorporation,
      or
      by these Bylaws. A meeting at which a quorum is initially present may continue
      to transact business notwithstanding the withdrawal of directors, if any action
      taken is approved by at least a majority of the required quorum for such
      meeting.




10




Section
      3.8  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 of the Board of Directors 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 Board of
      Directors. Such action by written consent shall have the same force and effect
      as a unanimous vote of such directors.




Section
      3.9  Adjourned
      Meeting and Notice.




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 is adjourned
      for
      more than twenty-four (24) hours, notice of any 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
      3.10  Fees
      and Compensation.




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




Section
      3.11  Appointment
      of Executive and Other Committees.




The
      Board
      of Directors may, by resolution adopted by a majority of the authorized number
      of directors, designate one or more committees, each consisting of two or more
      directors, to serve at the pleasure of the Board of Directors. The Board of
      Directors 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 appointment of members or alternate members of a committee requires the
      vote
      of a majority of the authorized number of directors. Any such committee, to
      the
      extent provided in the resolution of the Board of Directors or in these Bylaws,
      shall have all the authority of the Board of Directors, except with respect
      to:




(a)  The
      approval of any action for which the General Corporation Law also requires
      shareholders’ approval or approval of the outstanding shares.




(b)  The
      filling of vacancies on the Board of Directors or in any committee.




(c)  The
      fixing of compensation of the directors for serving on the Board of Directors
      or
      on any committee.




(d)  The
      amendment or repeal of these Bylaws or the adoption of new Bylaws.




(e)  The
      amendment or repeal of any resolution of the Board of Directors that by its
      express terms is not so amendable or repealable.




(f)  A
      distribution to the shareholders of the corporation, except at a rate, in a
      periodic amount or within a price range determined by the Board of
      Directors.




(g)  The
      appointment of other committees of the Board of Directors or the members
      thereof.




11




The
      provisions of Sections 3.5 through 3.9 of these Bylaws apply also to committees
      of the Board of Directors and action by such committees, *mutatis
      mutandis* (with
      the necessary changes having been made in the language thereof).




ARTICLE
      IV


OFFICERS




Section
      4.1  Officers.




The
      officers of the corporation shall consist of the President, the Secretary and
      the Chief Financial Officer, and each of them shall be appointed by the Board
      of
      Directors. The corporation may also have a Chairman of the Board, one or more
      Vice-Presidents, a Controller, one or more Assistant Secretaries and Assistant
      Treasurers, and such other officers as may be appointed by the Board of
      Directors, or with authorization from the Board of Directors by the President.
      The order of the seniority of the Vice Presidents shall be in the order of
      their
      nomination, unless otherwise determined by the Board of Directors. Any two
      or
      more of such offices may be held by the same person. The Board of Directors
      may
      appoint, and may empower the President to appoint, such other officers as the
      business of the corporation may require, each of whom shall have such authority
      and perform such duties as are provided in these Bylaws or as the Board of
      Directors may from time to time determine.




All
      officers of the corporation shall hold office from the date appointed to the
      date of the next succeeding regular meeting of the Board of Directors following
      the meeting of shareholders at which the Board of Directors is elected, and
      until their successors are elected; provided that all officers, as well as
      any
      other employee or agent of the corporation, may be removed at any time at the
      pleasure of the Board of Directors, 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, and upon the removal, resignation, death
      or
      incapacity of any officer, the Board of Directors or the President, in cases
      where he or she has been vested by the Board of Directors with power to appoint,
      may declare such office vacant and fill such vacancy. Nothing in these Bylaws
      shall be construed as creating any kind of contractual right to employment
      with
      the corporation.




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




The
      salary and other compensation of the officers shall be fixed from time to time
      by resolution of or in the manner determined by the Board of
      Directors.




Section
      4.2  The
      Chairman of the Board.




The
      Chairman of the Board (if there be such an officer appointed) shall, when
      present, preside at all meetings of the Board of Directors and shall perform
      all
      the duties commonly incident to that office. The Chairman of the Board shall
      have authority to execute in the name of the corporation bonds, contracts,
      deeds, leases and other written instruments to be executed by the corporation
      (except where by law the signature of the President is required), and shall
      perform such other duties as the Board of Directors may from time to time
      determine.




12




Section
      4.3  The
      President.




Subject
      to such supervisory powers, if any, as may be given by the Board of Directors
      to
      the Chairman of the Board, the President shall be the chief executive officer
      of
      the corporation and shall perform all the duties commonly incident to that
      office. The President shall have authority to execute in the name of the
      corporation bonds, contracts, deeds, leases and other written instruments to
      be
      executed by the corporation. The President shall preside at all meetings of
      the
      shareholders and, in the absence of the Chairman of the Board or if there is
      none, at all meetings of the Board of Directors, and shall perform such other
      duties as the Board of Directors may from time to time determine.




Section
      4.4  Vice-Presidents.




The
      Vice-Presidents (if there be such officers appointed), in the order of their
      seniority (unless otherwise established by the Board of Directors), may assume
      and perform the duties of the President in the absence or disability of the
      President or whenever the offices of the Chairman of the Board and President
      are
      vacant. The Vice-Presidents shall have such titles, perform such other duties,
      and have such other powers as the Board of Directors, the President or these
      Bylaws may designate from time to time.




Section
      4.5  The
      Secretary.




The
      Secretary shall record or cause to be recorded, and shall keep or cause to
      be
      kept, at the principal executive office and such other place as the Board of
      Directors may order, a book of minutes of actions taken at all meetings of
      directors and committees thereof and of shareholders, with the time and place
      of
      holding, whether regular or special, and, if special, how authorized, the notice
      thereof given, the names of those present at directors’ meetings, the number of
      shares present or represented at shareholders’ meetings, and the proceedings
      thereof.




The
      Secretary shall keep, or cause to be kept, at the principal executive office
      or
      at the office of the corporation’s transfer agent, a share register or a
      duplicate share register in a form capable of being converted into written
      form,
      showing the names of the shareholders and their addresses, the number and
      classes of shares held by each, the number and date of certificates issued
      for
      the same, and the number and date of cancellation of every certificate
      surrendered for cancellation.




The
      Secretary shall give, or cause to be given, notice of all the meetings of the
      shareholders and of the Board of Directors and committees thereof required
      by
      these Bylaws or by law to be given, and shall have such other powers and perform
      such other duties as may be prescribed by the Board of Directors or by these
      Bylaws.




The
      President may direct any Assistant Secretary to assume and perform the duties
      of
      the Secretary in the absence or disability of the Secretary, and each Assistant
      Secretary shall perform such other duties and have such other powers as the
      Board of Directors or the President may designate from time to
      time.




Section
      4.6  The
      Chief Financial Officer.




The
      Chief
      Financial Officer shall keep and maintain, or cause to be kept and maintained,
      adequate and correct accounts of the properties and business transactions of
      the
      corporation. The books of account shall at all reasonable times be open to
      inspection by any director.




13




The
      Chief
      Financial Officer shall deposit all moneys and other valuables in the name
      and
      to the credit of the corporation with such depositaries as may be designated
      by
      the Board of Directors. The Chief Financial Officer shall disburse the funds
      of
      the corporation as may be ordered by the Board of Directors, shall render to
      the
      President and directors, whenever they request it, an account of all of the
      Chief Financial Officer’s transactions as Chief Financial Officer and of the
      financial condition of the corporation, and shall have such other powers and
      perform such other duties as may be prescribed by the Board of Directors or
      these Bylaws.




The
      President may direct any Vice President to assume and perform the duties of
      the
      Chief Financial Officer set forth in this Section 4.6 in the absence or
      disability of the Chief Financial Officer, and such Vice President shall perform
      such other duties and have such other powers as the Board of Directors or the
      President may designate from time to time.




Section
      4.7  The
      Controller.




The
      Controller (if there be such an officer appointed) shall be responsible for
      the
      establishment and maintenance of accounting and other systems required to
      control and account for the assets of the corporation and provide safeguards
      therefor, and to collect information required for management purposes, and
      shall
      perform such other duties and have such other powers as the Board of Directors
      or the President may designate from time to time. The President may direct
      any
      Assistant Controller to assume and perform the duties of the Controller, in
      the
      absence or disability of the Controller, and each Assistant Controller shall
      perform such other duties and have such other powers as the Board of Directors,
      the Chairman of the Board (if there be such an officer appointed) or the
      President may designate from time to time.




ARTICLE
      V


EXECUTION
      OF CORPORATE


INSTRUMENTS,
      RATIFICATION, ANDVOTING


OF
      STOCKS
      OWNED BY THE CORPORATION




Section
      5.1  Execution
      of Corporate Instruments.




In
      its
      discretion, the Board of Directors may determine the method and designate the
      signatory officer or officers or other person or persons, to execute any
      corporate instrument or document, or to sign the corporate name without
      limitation, except where otherwise provided by law, and such execution or
      signature shall be binding upon the corporation.




All
      checks and drafts drawn on banks or other depositaries on funds to the credit
      of
      the corporation, or in special accounts of the corporation, shall be signed
      by
      such person or persons as the Board of Directors shall authorize to do
      so.




The
      Board
      of Directors shall designate an officer who personally, or through his
      representative, shall vote shares of other corporations standing in the name
      of
      this corporation. The authority to vote shares shall include the authority
      to
      execute a proxy in the name of the corporation for purposes of voting the
      shares.




Section
      5.2  Ratification
      by Shareholders.




In
      its
      discretion, the Board of Directors may submit any contract or act for approval
      or ratification of the shareholders at any annual meeting of shareholders,
      or at
      any special meeting of shareholders called for that purpose; and any contract
      or
      act that shall be approved or ratified by the holders of a majority of the
      voting power of the corporation shall be as valid and binding upon the
      corporation and upon the shareholders thereof as though approved or ratified
      by
      each and every shareholder of the corporation, unless a greater vote is required
      by law for such purpose.




14




Section
      5.3  Voting
      of Stocks Owned by the Corporation.




All
      stock
      of other corporations owned or held by the corporation for itself, or for other
      parties in any capacity, shall be voted, and all proxies with respect thereto
      shall be executed, by the person authorized to do so by resolution of the Board
      of Directors, or in the absence of such authorization, by the Chairman of the
      Board (if there be such an officer appointed), the President or any
      Vice-President, or by any other person authorized to do so by the Chairman
      of
      the Board, the President or any Vice President.




ARTICLE
      VI


ANNUAL
      AND OTHER REPORTS




Section
      6.1  Reports
      to Shareholders.




The
      Board
      of Directors of the corporation shall cause an annual report to be sent to
      the
      shareholders not later than 120 days after the close of the fiscal year, and
      at
      least fifteen (15) days (or, if sent by third-class mail, thirty-five (35)
      days)
      prior to the annual meeting of shareholders to be held during the next fiscal
      year. This report shall contain a balance sheet as of the end of that fiscal
      year and an income statement and statement of changes in financial position
      for
      that 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 the statements were prepared without audit from the books
      and
      records of the corporation. This report shall also contain such other matters
      as
      required by Section 1501(b) of the General Corporation Law, unless the
      corporation is subject to the reporting requirements of Section 13 of the
      Securities Exchange Act of 1934, and is not exempted therefrom under Section
      12(g)(2) thereof. As long as the corporation has less than 100 holders of record
      of its shares (determined as provided in Section 605 of the General corporation
      Law), the foregoing requirement of an annual report is hereby
      waived.




If
      no
      annual report for the last fiscal year has been sent to shareholders, the
      corporation shall, upon the written request of any shareholder made more than
      120 days after the close of such fiscal year, deliver or mail to the person
      making the request within thirty (30) days thereafter the financial statements
      for such year as required by Section 1501(a) of the General Corporation Law. A
      shareholder or shareholders holding at least five percent (5%) 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
      (30) days prior to the date of the request and a balance sheet of the
      corporation as of the end of such period and, in addition, if no annual report
      for the last fiscal year has been sent to shareholders, the annual report for
      the last fiscal year, unless such report has been waived under these Bylaws.
      The
      statements shall be delivered or mailed to the person making the request within
      thirty (30) days thereafter. A copy of any such statements shall be kept on
      file
      in the principal executive office of the corporation for twelve (12) months,
      and
      they shall be exhibited at all reasonable times to any shareholder demanding
      an
      examination of the statements, or a copy shall be mailed to the
      shareholder.




The
      quarterly income statements and 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 the financial statements were prepared without audit from
      the
      books and records of the corporation.




15




Section
      6.2  Report
      of Shareholder Vote.




For
      a
      period of sixty (60) days following the conclusion of an annual, regular, or
      special meeting of shareholders, the corporation shall, upon written request
      from a shareholder, forthwith inform the shareholder of the result of any
      particular vote of shareholders taken at the meeting, including the number
      of
      shares voting for, the number of shares voting against, and the number of shares
      abstaining or withheld from voting. If the matter voted on was the election
      of
      directors, the corporation shall report the number of shares (or votes if voted
      cumulatively) cast for each nominee for director. If more than one class or
      series of shares voted, the report shall state the appropriate numbers by class
      and series of shares.




Section
      6.3  Reports
      to the Secretary of State.




(a)  Every
      year, during the calendar month in which the original articles of incorporation
      were filed with the California Secretary of State, or during the preceding
      five
      calendar months, the corporation shall file a statement with the Secretary
      of
      State on the prescribed form, setting forth the authorized number of directors;
      the names and complete business and residence addresses of all incumbent
      directors; the names and complete business or resident addresses of the chief
      executive officer, the secretary, and the chief financial officer; the street
      address of the corporation’s principal executive office or principal business
      office in this state; a statement of the general type of business constituting
      the principal business activity of the corporation; and a designation of the
      agent of the corporation for the purpose of service of process, all in
      compliance with Section 1502 of the Corporations Code of
      California.




(b)  Notwithstanding
      the provisions of paragraph (a) of this section, if there has been no change
      in
      the information contained in the corporation’s last annual statement on file in
      the Secretary of State’s office, the corporation may, in lieu of filing the
      annual statement described in paragraph (a) of this section, advise the
      Secretary of State, on the appropriate form, that no changes in the required
      information have occurred during the applicable period.




ARTICLE
      VII


SHARES
      OF
      STOCK




Every
      holder of shares in the corporation shall be entitled to have a certificate
      signed in the name of the corporation by the Chairman or Vice Chairman of the
      Board (if there be such officers appointed) or the President or a Vice-President
      and by the chief financial officer or any Assistant Treasurer or the Secretary
      or any Assistant Secretary, certifying the number of shares and the class or
      series of shares owned by the shareholder. Any of the signatures on the
      certificate may be a facsimile. In case any officer, transfer agent or registrar
      who has signed or whose facsimile signature has been placed upon a certificate
      has 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 an officer, transfer agent or registrar at the date
      of
      issue.




Any
      such
      certificate shall also contain such legends or other statements as may be
      required by Sections 417 and 418 of the General Corporation Law, the Corporate
      Securities Law of 1968, federal or other state securities laws, and any
      agreement between the corporation and the issuee of the
      certificate.




Certificates
      for shares may be issued prior to full payment, under such restrictions and
      for
      such purposes as the Board of Directors or these Bylaws may provide; provided,
      however, that the certificate issued to represent any such partly paid shares
      shall state on the face thereof the total amount of the consideration to be
      paid
      therefor, the amount remaining unpaid and the terms of payment.




16




No
      new
      certificate for shares shall be issued in lieu of an old certificate unless
      the
      latter is surrendered and cancelled at the same time; provided, however, that
      a
      new certificate will be issued without the surrender and cancellation of the
      old
      certificate if (1) the old certificate is lost, apparently destroyed or
      wrongfully taken; (2) the request for the issuance of the new certificate is
      made within a reasonable time after the owner of the old certificate has notice
      of its loss, destruction, or theft; (3) the request for the issuance of a new
      certificate is made prior to the receipt of notice by the corporation that
      the
      old certificate has been acquired by a bona fide purchaser; (4) the owner of
      the
      old certificate files a sufficient indemnity bond with or provides other
      adequate security to the corporation; and (5) the owner satisfies any other
      reasonable requirement imposed by the corporation. In the event of the issuance
      of a new certificate, the rights and liabilities of the corporation, and of
      the
      holders of the old and new certificates shall be governed by the provisions
      of
      Sections 8104 and 8405 of the California Commercial Code.




ARTICLE
      VIII


INSPECTION
      OF CORPORATE RECORDS




Section
      8.1  General
      Records.




The
      accounting books and records and the minutes of proceedings of the shareholders,
      the Board of Directors and committees thereof of the corporation and any
      subsidiary of the 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 reasonable time during usual business hours, for a purpose
      reasonably related to such holder’s interests 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. Minutes
      of
      proceedings of the shareholders, Board, and committees thereof shall be kept
      in
      written form. Other books and records shall be kept either in written form
      or in
      any other form capable of being converted into written form.




A
      shareholder or shareholders holding at least five percent (5%) in the aggregate
      of the outstanding voting shares of the corporation or who hold at least one
      percent (1%) of such voting shares and have filed a Schedule 14A 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 right
      to
      inspect and copy the record of shareholders’ names and addresses and
      shareholdings during usual business hours upon five (5) business days’ prior
      written demand upon the corporation or to obtain from the transfer agent for
      the
      corporation, upon written demand and upon the tender of its usual charges for
      such list, a list of the shareholders’ names and addresses, who are entitled to
      vote for the election of directors, and their shareholdings, as of the most
      recent record date for which it has been compiled or as of a date specified
      by
      the shareholder subsequent to the date of demand. The list shall be made
      available on or before the later of five (5) 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 the corporation and its subsidiaries. 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
      8.2  Inspection
      of Bylaws.




The
      corporation shall keep at its principal executive office in California, or
      if
      its principal executive office is not in California, then at its principal
      business office in California (or shall otherwise provide upon written request
      of any shareholder if it has no such office in California) the original or
      a
      copy of these Bylaws as amended to date, which shall be open to inspection
      by
      the shareholders at all reasonable times during office hours.




17




ARTICLE
      IX


INDEMNIFICATION
      OF


OFFICERS,
      DIRECTORS, EMPLOYEES AND AGENTS




Section
      9.1  Right
      to Indemnification.




Each
      person who was or is a party or is threatened to be made a party to or is
      involved (as a party, witness, or otherwise), in any threatened, pending, or
      completed action, suit, or proceeding, whether civil, criminal, administrative,
      or investigative (hereafter a “Proceeding”), by reason of the fact that he, or a
      person of whom he is the legal representative, is or was a director, officer,
      employee, or agent of the corporation or is or was serving at the request of
      the
      corporation as a director, officer, employee, or agent of another foreign or
      domestic corporation, partnership, joint venture, trust, or other enterprise,
      or
      was a director, officer, employee, or agent of a foreign or domestic corporation
      that was a predecessor corporation of the corporation or of another enterprise
      at the request of such predecessor corporation, including service with respect
      to employee benefit plans, whether the basis of the Proceeding is alleged action
      in an official capacity as a director, officer, employee, or agent or in any
      other capacity while serving as a director, officer, employee, or agent
      (hereafter an “Agent”), shall be indemnified and held harmless by the
      corporation to the fullest extent authorized by statutory and decisional law,
      as
      the same exists or may hereafter be interpreted or amended (but, in the case
      of
      any such amendment or interpretation, only to the extent that such amendment
      or
      interpretation permits the corporation to provide broader indemnification rights
      than were permitted prior thereto) against all expenses, liability, and loss
      (including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties,
      amounts paid or to be paid in settlement, any interest, assessments, or other
      charges imposed thereon, and any federal, state, local, or foreign taxes imposed
      on any Agent as a result of the actual or deemed receipt of any payments under
      this Article) incurred or suffered by such person in connection with
      investigating, defending, being a witness in, or participating in (including
      on
      appeal), or preparing for any of the foregoing in, any Proceeding (hereafter
      “Expenses”). The right to indemnification conferred in this Article shall be a
      contract right. It is the corporation’s intention that these bylaws provide
      indemnification in excess of that expressly permitted by Section 317 of the
      California General Corporation Law, as authorized by the corporation’s Articles
      of Incorporation.




Section
      9.2  Authority
      to Advance Expenses.




The
      right
      to indemnification provided in Section 9.1 of these Bylaws shall include the
      right to be paid, in advance of a Proceeding’s final disposition, Expenses
      incurred in defending that Proceeding; provided, however, that if required
      by
      the California General Corporation Law, as amended, the payment of Expenses
      in
      advance of the final disposition of the Proceeding shall be made only upon
      delivery to the corporation of an undertaking by or on behalf of the Agent
      to
      repay such amount if it shall ultimately be determined that he is not entitled
      to be indemnified by the corporation as authorized under this Article or
      otherwise. The Agent’s obligation to reimburse the corporation for Expense
      advances shall be unsecured and no interest shall be charged
      thereon.




18




Section
      9.3  Right
      of Claimant to Bring Suit.




If
      a
      claim under Section 9.1 or 9.2 of these Bylaws is not paid in full by the
      corporation within thirty (30) days after a written claim has been received
      by
      the corporation, the claimant may at any time thereafter bring suit against
      the
      corporation to recover the unpaid amount of the claim and, if successful in
      whole or in part, the claimant shall be entitled to be paid also the expense
      (including attorneys, fees) of prosecuting such claim. It shall be a defense
      to
      any such action (other than an action brought to enforce a claim for expenses
      incurred in defending a Proceeding in advance of its final disposition where
      the
      required undertaking has been tendered to the corporation) that the claimant
      has
      not met the standards of conduct that make it permissible under the California
      General Corporation Law for the corporation to indemnify the claimant for the
      amount claimed. The burden of proving such a defense shall be on the
      corporation. Neither the failure of the corporation (including its Board of
      Directors, independent legal counsel, or its stockholders) to have made a
      determination prior to the commencement of such action that indemnification
      of
      the claimant is proper under the circumstances because he has met the applicable
      standard of conduct set forth in the California General Corporation Law, nor
      an
      actual determination by the corporation (including its Board of Directors,
      independent legal counsel, or its stockholders) that the claimant had not met
      such applicable standard of conduct, shall be a defense to the action or create
      a presumption that claimant has not met the applicable standard of
      conduct.




Section
      9.4  Provisions
      Nonexclusive.




The
      rights conferred on any person by this Article shall not be exclusive of any
      other rights that such person may have or hereafter acquire under any statute,
      provision of the Articles of Incorporation, agreement, vote of stockholders
      or
      disinterested directors, or otherwise, both as to action in an official capacity
      and as to action in another capacity while holding such office. To the extent
      that any provision of the Articles, agreement, or vote of the stockholders
      or
      disinterested directors is inconsistent with these bylaws, the provision,
      agreement, or vote shall take precedence.




Section
      9.5  Authority
      to Insure.




The
      corporation may purchase and maintain insurance to protect itself and any Agent
      against any Expense asserted against or incurred by such person, whether or
      not
      the corporation would have the power to indemnify the Agent against such Expense
      under applicable law or the provisions of this Article, provided that, in cases
      where the corporation owns all or a portion of the shares of the company issuing
      the insurance policy, the company and/or the policy must meet one of the two
      sets of conditions set forth in Section 317 of the California General
      Corporation Law, as amended.




Section
      9.6  Survival
      of Rights.




The
      rights provided by this Article shall continue as to a person who has ceased
      to
      be an Agent and shall inure to the benefit of the heirs, executors, and
      administrators of such person.




Section
      9.7  Settlement
      of Claims.




The
      corporation shall not be liable to indemnify any Agent under this Article (a)
      for any amounts paid in settlement of any action or claim effected without
      the
      corporation’s written consent, which consent shall not be unreasonably withheld;
      or (b) for any judicial award, if the corporation was not given a reasonable
      and
      timely opportunity, at its expense, to participate in the defense of such
      action.




Section
      9.8  Effect
      of Amendment.




Any
      amendment, repeal, or modification of this Article shall not adversely affect
      any right or protection of any Agent existing at the time of such amendment,
      repeal, or modification.




19




Section
      9.9  Subrogation.




In
      the
      event of payment under this Article, the corporation shall be subrogated to
      the
      extent of such payment to all of the rights of recovery of the Agent, who shall
      execute all papers required and shall do everything that may be necessary to
      secure such rights, including the execution of such documents necessary to
      enable the corporation effectively to bring suit to enforce such
      rights.




Section
      9.10  No
      Duplication of Payments.




The
      corporation shall not be liable under this Article to make any payment in
      connection with any claim made against the Agent to the extent the Agent has
      otherwise actually received payment (under any insurance policy, agreement,
      vote, or otherwise) of the amounts otherwise indemnifiable
      hereunder.




ARTICLE
      X


AMENDMENTS




Section
      10.1  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 assent of shareholders entitled to vote such shares, except as
      otherwise provided by law or by the Articles of Incorporation or by these
      Bylaws.




Section
      10.2  Power
      of Directors.




Subject
      to the right of shareholders as provided in Section 10.1 of this Article X
      to
      adopt, amend or repeal these Bylaws, these Bylaws (other than a bylaw or
      amendment thereof providing for the approval by the Board, acting alone, of
      a
      loan or guarantee to any officer or an employee benefit plan providing for
      the
      same) may be adopted, amended or repealed by the Board of Directors; provided,
      however, that the Board of Directors may adopt a bylaw or amendment thereof
      changing the authorized number of directors only for the purpose of fixing
      the
      exact number of directors within the limits specified in the Articles of
      Incorporation or in Section 3.2 of these Bylaws.




ARTICLE
      XI


DEFINITIONS




Unless
      the context otherwise requires, the general provisions, rules of construction
      and definitions contained in the General Corporation Law as amended from time
      to
      time 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.




ARTICLE
      XII


CORPORATE
      SEAL




The
      corporate seal shall consist of a circular die bearing the name of the
      corporation, the state in which it was incorporated and the date of its
      incorporation. If and when authorized by the Board of Directors, a duplicate
      of
      the corporate seal may be kept and used by such officer or person as the Board
      of Directors may designate.




20




CERTIFICATE
      OF SECRETARY




KNOW
      ALL
      MEN BY THESE PRESENTS:




That
      the
      undersigned does hereby certify that the undersigned is the Secretary of Pericom
      Semiconductor Corporation, a corporation duly organized and existing under
      and
      by virtue of the laws of the State of California; that the above and foregoing
      Amended and Restated Bylaws of said corporation were duly and regularly adopted
      as such by the Board of Directors of said corporation; and that the above and
      foregoing Amended and Restated Bylaws are now in full force and
      effect.






Dated:
              July ___, 1999.









CERTIFICATE
      OF SECRETARY




The
      undersigned, Secretary of Pericom Semiconductor Corporation, a California
      corporation, hereby certifies that the foregoing is a full, true and correct
      copy of the Amended and Restated Bylaws of the corporation with all amendments
      to date of this Certificate.




WITNESS
      the signature of the undersigned this ____ day of July, 1999.




Secretary









**CERTIFICATE
      OF AMENDMENT**




**OF**




**AMENDED
      AND RESTATED BYLAWS**




**OF**




**PERICOM
      SEMICONDUCTOR CORPORATION,**




**a
      California corporation**




The
      undersigned, being the duly elected, qualified and acting Secretary of Pericom
      Semiconductor Corporation (the “Corporation”) does hereby certify, as
      follows:




1.  Article
      VII of the Amended and Restated Bylaws of the Corporation was amended, at a
      meeting of the Board of Directors of the Corporation , duly noticed and held
      on
      October 31, 2007, to read in its entirety as follows:




ARTICLE
      VII.




SHARES
      OF
      STOCK




Every
      holder of shares in the corporation shall be entitled to have a certificate
      signed in the name of the corporation by the Chairman or Vice Chairman of the
      Board (if there be such officers appointed) or the President or a Vice-President
      and by the chief financial officer or any Assistant Treasurer or the Secretary
      or any Assistant Secretary, certifying the number of shares and the class or
      series of shares owned by the shareholder. Any of the signatures on the
      certificate may be a facsimile. In case any officer, transfer agent or registrar
      who has signed or whose facsimile signature has been placed upon a certificate
      has 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 an officer, transfer agent or registrar at the date
      of
      issue.




Notwithstanding
      any other provision of this Article VII, pursuant to a resolution duly adopted
      by the Board of Directors, the corporation may adopt a system of issuance,
      recordation and transfer of its shares by electronic or other means not
      involving any issuance of certificates, including provisions for notice to
      purchasers in substitution for the required statements on certificates under
      Sections 417, 418 and 1302 of the California General Corporation Law (as
      amended from time) or any successor statute and as may be required by the
      California Commissioner of Corporations in administering the California
      Securities Law of 1968, which system (i) has been approved by the United States
      Securities and Exchange Commission, (2) is authorized in any statute of the
      United States, or (3) is in accordance with Division 8 (commencing with
      Sections 8101) of the California Commercial Code (as amended from time to time)
      or any successor statute. Any system so adopted shall not become effective
      as to
      issued and outstanding certificated securities until the certificates therefor
      have been surrendered to the corporation.









Any
      such
      certificate or in the case of uncertificated shares, the initial transaction
      statement and written statements, shall also contain such legends or other
      statements as may be required by Sections 417 and 418 of the California General
      Corporation Law, the Corporate Securities Law of 1968, federal or other state
      securities laws, and any agreement between the corporation and the issuee of
      the
      certificate.




Shares
      may be issued prior to full payment, under such restrictions and for such
      purposes as the Board of Directors or these Bylaws may provide; provided,
      however, that on the certificate issued to represent any such partly paid shares
      or, for uncertificated securities, on the initial transaction statement for
      such
      partly paid shares, the total amount of the consideration to be paid therefor
      and the amount paid thereon shall be stated.




No
      new
      certificate for shares shall be issued in lieu of an old certificate unless
      the
      latter is surrendered and cancelled at the same time; provided, however, that
      a
      new certificate will be issued without the surrender and cancellation of the
      old
      certificate if (1) the old certificate is lost, apparently destroyed or
      wrongfully taken; (2) the request for the issuance of the new certificate is
      made within a reasonable time after the owner of the old certificate has notice
      of its loss, destruction, or theft; (3) the request for the issuance of a new
      certificate is made prior to the receipt of notice by the corporation that
      the
      old certificate has been acquired by a bona fide purchaser; (4) the owner of
      the
      old certificate files a sufficient indemnity bond with or provides other
      adequate security to the corporation; and (5) the owner satisfies any other
      reasonable requirement imposed by the corporation. In the event of the issuance
      of a new certificate, the rights and liabilities of the corporation, and of
      the
      holders of the old and new certificates shall be governed by the provisions
      of
      Sections 8104 and 8405 of the California Commercial Code.









2.  Except
      as
      set forth above, the Amended and Restated Bylaws shall remain in full force
      and
      effect.




IN
      WITNESS WHEREOF, I have hereunto subscribed my name on November 1,
      2007.




/s/
            John
              Chi-Hung HuiJohn
              Chi-Hung Hui,Secretary
              of Pericom Semiconductor Corporation