As
      adopted June 9, 2008
            Exhibit
      3.2








AMENDED
AND RESTATED BYLAWS





99¢
ONLY STORES


(a
California corporation)





ARTICLE
I





CORPORATE
OFFICES





Section
1.          PRINCIPAL EXECUTIVE
OFFICE.  The principal executive office of the corporation is
hereby fixed and located at:





4000 East
Union Pacific Avenue


City of
Commerce, California  90023





The Board
is hereby granted full power and authority to change the principal executive
office from one location to another.  Any such change shall be noted
in the Bylaws opposite this Section, or this Section may be amended to state the
new location.





Section
2.          OTHER
OFFICES.  Branch or subordinate business offices may at any
time be established by the Board at any place or places.





ARTICLE
II





SHAREHOLDERS’
MEETINGS





Section
1.          PLACE OF
MEETINGS.  Meetings of the shareholders shall be held at the
principal executive office of the corporation, or at any other place within or
without the State of California as may from time to time be designated for that
purpose by the Board.





Section
2.          ANNUAL
MEETINGS.  The annual meeting of shareholders shall be held
each year on a date and at a time designated by the Board.  At the
annual meeting the shareholders shall elect directors, consider reports of the
affairs of the corporation, and transact any other proper business.





Nominations
of persons for election to the Board and the proposal of other business to be
considered by the shareholders may be made at an annual meeting of shareholders
(a) pursuant to the corporation’s notice of meeting, (b) by or at the direction
of the Board or (c) by any shareholder of the corporation who (i) was a
shareholder of record at the time of the giving of notice provided for in
Section 5 of this Article and at the time of the annual meeting, (ii) is
entitled to vote at the meeting and (iii) complies with the notice procedures
set forth in Section 5 of this Article as to such business or nomination;
compliance with clause (c) shall be required for a shareholder to make
nominations or submit other business (other than matters properly brought under
Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and included in the corporation’s notice of meeting) before an annual
meeting of shareholders.  Without qualification, for any nominations
or any other business to be properly brought before an annual meeting by a
shareholder pursuant to clause (c), the shareholder must have given timely
notice thereof in writing to the Secretary and such other business must
otherwise be a proper matter for shareholder action.





Section
3.          SPECIAL
MEETINGS.  Special meetings of the shareholders for the purpose
of taking any action which the shareholders are permitted to take under the
General Corporation Law of the State of California (herein, as the same may from
time to time hereafter be amended, referred to as the “General Corporation Law”)
may be called at any time by the Chairman of the Board, the Chief Executive
Officer or the President, or by the Board, or by any Vice President, or by one
or more shareholders entitled to cast not less than 10 percent of the votes of
the meeting.  Upon request in writing to the Chairman of the Board,
Chief Executive Officer, President, Vice President or Secretary by any person
(other than the Board) entitled to call a special meeting of shareholders that a
special meeting will be held for any proper purpose (such request, if sent by
one or more shareholders, to include the information required by Section 5 of
this Article), the officer receiving the request shall forthwith cause notice to
be given to the shareholders entitled to vote that a meeting will be held and,
in connection therewith, establish the place and, subject to Section 601(c) of
the General Corporation Code, the date (which shall be not less than thirty-five
(35) nor more than sixty (60) days after the receipt of the request) and hour of
such meeting.  Within five (5) days after receiving such a written
request from one or more shareholders of the corporation, the Chief Executive
Officer shall determine whether the shareholder(s) requesting a special meeting
have satisfied the requirements for such a call and notify the requesting party
or parties of his findings.  If the notice is not given within twenty
(20) days after receipt of the request, the persons entitled to call the meeting
may give the notice.





Any
shareholder or shareholders seeking to call a special meeting shall provide, to
the extent applicable, information comparable to that required for advance
notice for an annual meeting, as provided in Section 5 of this Article, in any
request made pursuant to this Section.





Any
shareholder or shareholders seeking to bring alternate proposals (including
nominations of persons for election to the Board) relating to the business to be
transacted at a special meeting of which notice has been given shall provide, to
the extent applicable, information comparable to that required for advance
notice for an annual meeting, as provided in Section 5 of this Article, in a
written notice addressed to the Secretary and delivered or mailed to and
received at the principal executive office of the corporation no later than ten
(10) days prior to the date of the special meeting.  Provision of such
notice shall be required for a shareholder to make nominations or submit other
alternate proposals (other than the initial request to call the meeting and
matters properly brought under Rule 14a-8 of the Exchange Act and included in
the corporation’s notice of meeting) before a special meeting of
shareholders.





Without
qualification, for any nominations or any other business to be properly brought
before a special meeting by a shareholder, the shareholder must have given
timely notice in such shareholder’s request for the special meeting or advance
notice as provided in this paragraph, and such business must otherwise be a
proper matter for shareholder action.


- 2
-


Section
4.         NOTICE AND REPORTS TO
SHAREHOLDERS.  Written notice of each meeting of shareholders,
annual or special, shall be given to each shareholder entitled to vote thereat,
not less than 10 (or, if sent by third-class mail, 30) nor more than 60 days
before the date of the meeting.  The notice of each such annual or
special meeting of shareholders shall state the place, the date, and the hour of
the meeting, and (1) in the case of a special meeting, the general nature of the
business to be transacted at the meeting (and no other business may be
transacted at the meeting), or (2) in the case of the annual meeting, those
matters which the Board, at the time of the mailing of the notice, intends to
present for action for the shareholders, and any proper matter that may be
presented at the meeting for action, provided, however, that the notice shall
specify the general nature of a proposal, if any, to take action with respect to
approval of (i) a contract or other transaction involving an interested director
pursuant to Section 310 of the General Corporation Law, (ii) amendment of the
Articles of Incorporation pursuant to Section 902 of the General Corporation
Law; (iii) a plan of conversion pursuant to Section 1152 of the General
Corporation Law, (iv) a reorganization of the corporation pursuant to Section
1201 of the General Corporation Law, (v) voluntary dissolution of the
corporation pursuant to Section 1900 of the General Corporation Law, or (vi) a
distribution in dissolution other than in accordance with the rights of
outstanding preferred shares, if any, pursuant to Section 2007 of the General
Corporation Law.  The notice of any meeting at which directors are to
be elected shall include the names of nominees intended at the time of the
notice to be presented by the corporation for election.





Notice of
a shareholders’ meeting or any report shall be given either personally or by
first-class mail (or in the case the corporation’s outstanding shares are held
of record by 500 or more persons on the record date for the shareholders’
meeting, notice may be sent by third-class mail) or other means of written
communication, charges prepaid, addressed to such shareholder at the address of
such shareholder appearing on the books of the corporation or given by the
shareholder to the corporation for the purpose of notice.  If no such
address appears on the corporation’s books or is given, the notice or report
shall be deemed to have been given if sent to that shareholder by mail or other
means of written communication addressed to 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.  The notice or report shall be deemed to
have been given at the time when delivered personally or deposited in the mail
or sent by other means of written communication.  An affidavit of
mailing of any notice or report in accordance with the provisions of this
Section, executed by the Secretary, Assistant Secretary or any transfer agent of
the corporation shall be prima facie evidence of the giving of the
notice.





If any
notice or any report addressed to the shareholder at the address of that
shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice 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.


- 3
-


Section
5.          ADVANCE NOTICE OF SHAREHOLDER
BUSINESS AND NOMINATIONS.  To be timely for purposes of Section
2 of this Article, a shareholders’ notice must be addressed to the Secretary and
delivered or mailed to and received at the principal executive office of the
corporation no later than seventy-five (75) days prior to the first anniversary
date of the preceding year’s annual meeting; provided, however, that in
the event the annual meeting is advanced more than thirty (30) days before or
delayed more than sixty (60) days after the first anniversary date of the
preceding year’s annual meeting, to be timely, notice by the shareholder must be
so received not later than the close of business on the tenth (10th)
calendar day following the day on which public announcement of the date of the
annual meeting is first made.  In no event will the postponement or
adjournment of an annual meeting or the public announcement thereof commence a
new time period for the giving of a shareholder’s notice as provided
above.





In the
case of a request by a shareholder for business not relating to the nomination
or election of directors of the corporation to be brought before any annual
meeting of shareholders, a shareholder’s notice to the Secretary must set forth
as to each matter the shareholder proposes to bring before the annual meeting:
(i) a description in reasonable detail of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and address, as they appear on the corporation’s
books, of the shareholder proposing such business and the beneficial owner, if
any, on whose behalf the proposal is made, (iii) the class and number of
securities of the corporation that are owned beneficially and of record by the
shareholder proposing such business and by the beneficial owner, if any, on
whose behalf the proposal is made, and any other direct or indirect economic or
voting interests held by the foregoing with respect to the corporation’s
securities, including but not limited to derivatives and hedged positions, and
(iv) any material interest in such business of such shareholder making the
proposal, the beneficial owner, if any, on whose behalf the proposal is made,
and any other person or persons (naming such person or persons) with whom such
shareholder or beneficial owner may be deemed to be affiliated or acting in
concert.





In the
case of a nomination by a shareholder of a person for election as a director of
the corporation at any annual meeting, a shareholder notice to the Secretary
must set forth: (i) the shareholder’s intent to nominate one or more persons for
election as a director of the corporation, the name of each such nominee
proposed by the shareholder giving the notice, and the reason for making such
nomination at the annual meeting, (ii) the name and address, as they appear on
the corporation’s books, of the shareholder proposing such nomination and the
beneficial owner, if any, on whose behalf the nomination is proposed, (iii) the
class and number of securities of the corporation that are owned beneficially
and of record by the shareholder proposing such nomination and by the beneficial
owner, if any, on whose behalf the nomination is proposed, and any other direct
or indirect economic or voting interests held by the foregoing with respect to
the corporation’s securities, including but not limited to derivatives and
hedged positions, (iv) a description of all arrangements, understandings or
relationships between or among any of (A) the shareholder giving the notice, (B)
the beneficial owner, if any, on whose behalf the nomination is made, (C) each
nominee, and (D) any other person or persons (naming such person or persons)
with whom any of the foregoing may be deemed to be affiliated or acting in
concert, including but not limited to direct and indirect compensatory
arrangements, other material monetary arrangements, and arrangements pursuant to
which the nomination or nominations are to be made by the shareholder giving the
notice, (vi) a representation that the shareholder is entitled to vote at the
annual meeting and intends to appear in person or by proxy at the meeting to
nominate the person(s) specified in the notice, (vii) such other information
regarding each nominee proposed by the shareholder giving the notice as would be
required to be included in a proxy statement filed in accordance with the proxy
rules of the U.S. Securities and Exchange Commission had the nominee been
nominated, or intended to be nominated, by the Board, and (viii) the signed
consent of each nominee proposed by the shareholder giving the notice to serve
as a director of the corporation if so elected.  The corporation may
require any proposed nominee to furnish such other information as may reasonably
be required by the corporation to determine the eligibility of such proposed
nominee to serve as an independent director of the corporation or that could be
material to a reasonable shareholder’s understanding of independence, or lack
thereof, of such nominee.


- 4
-


Only such
persons who are nominated in accordance with the procedures set forth in this
Article shall be eligible to serve as directors and only such business shall be
conducted at a meeting of shareholders as shall have been brought before the
meeting in accordance with the procedures set forth in this Article. Except as
otherwise provided by law, the Articles of
Incorporation of the corporation (the “Articles of Incorporation”)or
these Bylaws, the chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this Article and, if any proposed nomination or business
is not in compliance with this Article, to declare that such defective proposal
or nomination shall be disregarded.





For
purposes of this Article, “public announcement” shall mean disclosure in a press
release reported by a national news service or in a document publicly filed by
the corporation with the Securities and Exchange Commission pursuant to Section
13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated
thereunder.





Section
6.          QUORUM.  A majority
of the shares entitled to vote, present in person or by proxy, shall constitute
a quorum for the transaction of business at any meeting of
shareholders.  The shareholders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum, if any action taken (other than adjournment) is approved by at
least a majority of the shares required to constitute a quorum, unless a vote of
a greater number is required by the General Corporation Law or the Articles of
Incorporation.


- 5
-


Section
7.          ADJOURNED MEETING AND NOTICE
THEREOF.  Any shareholders’ meeting, annual or special, whether
or not a quorum is present, may be adjourned from time to time by a vote of a
majority of the shares present, either in person or by proxy, but in the absence
of a quorum no other business may be transacted at such meeting, except as
expressly provided in Section 6 of this Article with respect to the right of the
shareholders present at a duly called or held meeting to continue to do business
until adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum.





When any
shareholders’ meeting, either annual or special, is adjourned to another time
and place, 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; provided, however, that if any such shareholders’ meeting
is adjourned for more than 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.  At the adjourned meeting the
corporation may transact any business which might have been transacted at the
original meeting.





Section
8.          VOTING.  The
shareholders entitled to notice of any meeting or to vote at any such meeting
shall only be persons in whose names shares stand on the stock records of the
corporation on the record date determined in accordance with Section 11 of this
Article; provided, however, that if no such record date shall be fixed by the
Board, only persons in whose names shares are registered on the stock records of
the corporation at the close of business on the business day next preceding the
day on which notice of the meeting is given or, if such notice is waived, at the
close of business on the business day next preceding the day on which the
meeting of shareholders is held, shall be entitled to vote at such meeting, and
such day shall be the record date for such meeting.





Voting
shall in all cases be subject to the provisions of Sections 702 and 704,
inclusive, of the General Corporation Law (relating to voting of shares held by
fiduciaries, held in the name of the corporation, or held in joint
ownership).





The
shareholders’ 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 the meeting and before the voting
begins.





Except as
otherwise provided in these Bylaws, or unless a vote of a greater number is
required by the General Corporation Law or the Articles of Incorporation, the
affirmative vote of a majority of the shares represented and voting at a duly
held meeting at which a quorum is present (which shares voting affirmatively
also constitute at least a majority of the required quorum) shall be the act of
the shareholders.


- 6
-


In any
uncontested election, candidates receiving the affirmative vote of a majority of
the shares represented and voting at a duly held meeting at which a quorum is
present (which shares voting affirmatively also constitute at least a majority
of the required quorum) shall be elected.  In any election that is not
an uncontested election, the candidates receiving the highest number of
affirmative votes of the shares entitled to be voted for them, up to the number
of directors to be elected by those shares, shall be elected; votes against a
director and votes withheld shall have no legal effect.  For purposes
of these Bylaws, an “uncontested election” means an election of directors of the
corporation in which, at the expiration of the time fixed under Sections 3 and 5
of this Article, as applicable, requiring advance notification of director
candidates, the number of candidates for election does not exceed the number of
directors to be elected by shareholders at that election.





Section
9.          VALIDATION OF DEFECTIVELY CALLED OR
NOTICED MEETINGS.  The transactions of any meeting of
shareholders, either annual or special, however called and noticed, and wherever
held, shall be as valid as though had at a meeting duly held after regular call
and notice, if a quorum be present either in person or by proxy, and if, either
before or after the meeting, each 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 such meeting, or an approval of the minutes thereof.  The
waiver of notice or consent need not specify either the business to be
transacted or the purpose of any annual or special meeting of shareholders,
except that the waiver of notice or consent shall state the general nature of
the proposal of any action taken or proposed to be taken with respect to
approval of (i) a contract or other transaction involving an interested director
pursuant to Section 310 of the General Corporation Law, (ii) amendment of the
Articles of Incorporation pursuant to Section 902 of the General Corporation
Law, (iii) a plan of conversion pursuant to Section 1152 of the General
Corporation Law, (iv) a reorganization of the corporation pursuant to Section
1201 of the General Corporation Law, (v) voluntary dissolution of the
corporation pursuant to Section 1900 of the General Corporation Law, or (vi) a
distribution and dissolution other than in accordance with the rights of
outstanding preferred shares, if any, pursuant to Section 2007 of the General
Corporation Law.  If such statement is not included in such written
waiver of notice or consent, then any shareholder approval at the meeting, other
than unanimous approval of those entitled to vote, to any such matters shall be
invalid.  All such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.





Attendance
by a person at a meeting shall also constitute a waiver of notice of and
presence at the 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 any matter legally required to be
included in the notice of meeting, but not so included, if that objection is
expressly made at the meeting and before any vote is taken on such
matter.


- 7
-


Section
10.        PROXIES.  Every
person entitled to vote shares shall have the right to do so either in person or
by one or more persons authorized by a written proxy executed by such
shareholder or his duly authorized agent and filed with the Secretary of the
corporation.  Any proxy duly executed which does not state that it is
irrevocable shall continue in full force and effect until (i) an instrument
revoking it is filed with the Secretary of the corporation or a duly executed
proxy bearing a later date is presented to the meeting prior to the vote
pursuant thereto, (ii) as to any meeting, the person executing the proxy attends
the meeting and votes in person, or (iii) 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, however, that no proxy shall be
valid after the expiration of 11 months from the date of its execution, unless
otherwise provided in the proxy.  The revocability of a proxy that
states on its face that it is irrevocable shall be governed by the provisions of
Section 705(e) and Section 705(f) of the General Corporation Law.





Section
11.        INSPECTORS OF
ELECTION.  In advance of any meeting of shareholders, the Board
may appoint any persons other than nominees for office as inspectors of election
to act at such meeting or any adjournment thereof.  If no inspectors
of election are so appointed, the chairman of any such meeting may, and on the
request of any shareholder or his proxy shall, make such appointment at the
meeting.  The number of inspectors shall be either one or
three.  If appointed at a meeting on the request of one or more
shareholders or proxies, the majority of shares present in person or by proxy
shall determine whether one or three inspectors are to be
appointed.  In case any person appointed as inspector fails to appear
or refuses to act, the vacancy may, and on the request of any shareholder or a
shareholder’s proxy shall, be filled by appointment by the Board in advance of
the meeting, or at the meeting by the chairman of the meeting.





The
duties of such inspector shall be as prescribed by Section 707 of the General
Corporation Law and shall include: determining the number of shares outstanding
and the voting power of each; the shares represented at the meeting; the
existence of a quorum; the authenticity, validity and effect of proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote; counting and
tabulating all votes or consents; determining when the polls shall close;
determining the result; and performing such acts as may be proper to conduct the
election or vote with fairness to all shareholders.  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.





Section
12.       RECORD DATE.  The
Board may fix, in advance, a record date for the determination of the
shareholders entitled to notice of any meeting or to vote thereat, to receive
any dividend or distributions or any allotment of rights, or to exercise rights
in respect of any other lawful action.  The record date so fixed shall
be not more than 60 days nor less than 10 days prior to the date of any meeting
nor more than 60 days prior to any other event for the purposes of which it is
fixed.  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 receive dividends, distributions or allotments 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.  The
Board shall fix a new record date if a shareholders’ meeting, annual or special,
is adjourned for more than 45 days.


- 8
-


ARTICLE
III





DIRECTORS





Section
1.          POWERS.  Subject to
the provisions of the General Corporation Law and any limitations in the
Articles of Incorporation and these Bylaws as 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 power shall be exercised by
or under the direction of the Board.  The Board may delegate the
management of the day-to-day operation of the business of the corporation to a
management company or other persons, 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.  Without prejudice to such
powers, but subject to the same limitation, it is hereby expressly declared that
the directors shall have the following powers in addition to other powers
enumerated in these Bylaws:





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





(b)       To
conduct, manage and control the affairs and business of the corporation, and to
make rules and regulations therefor consistent with law, with the Articles of
Incorporation and with these Bylaws;





(c)       To
change the principal executive office or the principal business office in the
State of California from one location to another; to fix and locate from time to
time one or more other offices of the corporation within or without the State of
California; to cause the corporation to be qualified to do business and to
conduct business in any other state, territory, dependency or country; and to
designate any place within or without the State of California for the holding of
any shareholders’ meeting or meetings, including annual meetings;





(d)     
 To adopt, make and use a corporate seal; to prescribe the forms and
certificates of stock; and to alter the form of the seal and
certificates;





(e)       To
authorize the issuance of shares of stock of the corporation from time to time,
upon such terms and for such consideration as may be lawful; and





(f)    
   To borrow money and incur indebtedness for the purposes of the
corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, and other evidences of debt and securities
therefor.


- 9
-


Section
2.          NUMBER AND
QUALIFICATIONS.  The number of directors constituting the
entire Board shall be not less than seven (7) nor more than eleven (11) as fixed
from time to time by a duly adopted resolution of the Board; provided, however,
that an amendment to the Articles or a Bylaw reducing the 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 to its adoption in the case of action
by written consent are equal to more than 16-2/3% of the outstanding shares
entitled to vote; and provided further that the number of directors constituting
the entire Board shall be seven until otherwise fixed by a duly adopted
resolution of the Board.





Section
3.          ELECTION AND TERM OF
OFFICE.  The directors shall be elected at each annual meeting
of the shareholders but if such annual meeting is not held or the directors are
not elected thereat, the directors may be elected at a special meeting of
shareholders held for that purpose.  Each director shall hold office
until the next annual meeting and until a successor has been elected and
qualified.  Notwithstanding the foregoing, if an incumbent director
fails, in an uncontested election, to receive the vote required to be elected in
accordance with Section 8 of Article II, then, unless the incumbent director has
earlier resigned, the term of such incumbent director shall end on the date that
is the earlier of ninety (90) days after the date on which the voting results
are determined pursuant to Section 707 of the General Corporation Law or the
date on which the Board selects a person to fill the office held by that
director in accordance with the procedures set forth in these Bylaws and, except
to the extent otherwise provided in these Bylaws, Section 305 of the General
Corporation Law.





Section
4.          VACANCIES.  A
vacancy or vacancies in the Board shall be deemed to exist in case of the death,
resignation or removal of any director, or if the authorized number of directors
be increased, 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.





Any
director may resign effective upon giving written notice to the Chairman of the
Board, the President, the Secretary or the Board, unless the notice specifies a
later date for the effectiveness of such resignation.  If the Board
accepts the resignation of a director tendered to take effect at a future time,
the Board or the shareholders shall have the power to elect a successor to take
office when the resignation is to become effective.





Vacancies
in the Board (other than a vacancy created by the removal of a director) may be
filled by a majority of the remaining directors, though less than a quorum, at a
duly held meeting or by a sole remaining director, and each director so elected
shall hold office until the next annual meeting and until such director’s
successor has been elected; subject, however, to the right of any shareholder or
shareholders of the corporation holding at least 5% in the aggregate of the
outstanding voting shares of the corporation, in accordance with the provisions
of Section 305(c) of the General Corporation Law, to a special meeting to elect
the entire Board in the event that after the filling of any such vacancy by the
directors, the directors elected by the shareholders shall constitute less than
a majority of the directors then in office.  Notwithstanding the
foregoing, if a director so elected is an incumbent director in an uncontested
election who has failed to receive the vote required to be elected in accordance
with Section 8 of Article II, the term of his or her office as a director shall
expire in accordance with Section 3 of this Article.


- 10
-


The
shareholders may elect a director or directors at any time to fill any vacancy
or vacancies not filled by the directors, and shall have the right, to the
exclusion of the directors, to fill any vacancy or vacancies created by the
removal of one or more directors.  The election of any director or
directors to fill a vacancy or vacancies created by the removal of one or more
directors shall require the affirmative vote of a majority of the shares
represented and voting at a duly held meeting at which a quorum is present
(which shares voting affirmatively also constitute at least a majority of the
required quorum) or the unanimous written consent of all shares entitled to vote
for the election of directors.





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





Subject
to the provisions of Section 303(a) of the General Corporation Law, any or all
of the directors may be removed from office, without cause, if such removal is
approved by a vote of a majority of the outstanding shares entitled to
vote.





Section
5.          PLACE OF
MEETING.  Regular and special meetings of the Board shall be
held at any place within or without the State of California which has been
designated from time to time by resolution of the Board.  In the
absence of such designation, regular meetings shall be held at the principal
executive office of the corporation.





Section
6.          REGULAR
MEETINGS.  Immediately following each annual meeting of
shareholders, the Board shall hold a regular meeting at the place of that annual
meeting or at such other place as shall be fixed by the Board for the purpose of
organization, election of officers and the transaction of other
business.





Other
regular meetings of the Board shall be held without call at such time and place
as the Board may from time to time deem appropriate; provided, however, should
the day fall upon a legal holiday, then said meeting shall be held at the same
time on the next day thereafter ensuing which is a full business
day.  Call and notice of regular meetings of the Board are hereby
dispensed with.





Section
7.          SPECIAL
MEETINGS.  Special meetings of the Board for any purpose or
purposes may be called at any time by the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President, the Secretary or by any
two directors.





Written
notice of the time and place of special meetings shall be delivered personally
to each director or communicated to each director by telephone or by telegraph
or mail, charges prepaid, addressed to each director at that director’s address
as it is shown on 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 in the place in which the
principal executive office of the corporation is located at least four days
prior to the time of the holding of the meeting.  In case such notice
is delivered personally or by telephone or telegraph, it shall be delivered
personally or by telephone or to the telegraph company at least 48 hours before
the time of the holding of the meeting.  The notice need not specify
the place of the meeting, if the meeting is to be held at the principal
executive office of the corporation, or the purpose of the
meeting.


- 11
-


Section
8.          QUORUM AND REQUIRED
VOTE.  Presence of a majority of the authorized number of
directors at a meeting of the Board constitutes a quorum for the transaction of
business, except to adjourn as hereinafter provided.  Members of the
Board may participate in a meeting through use of conference telephone or
similar communications equipment, and such members shall be considered present
in person, as long as all members participating in such meeting can hear one
another.  Subject to the provisions of Section 5(a) of Article V of
these Bylaws, every act or decision done or made by a majority of the directors
present at a meeting duly held at which a quorum is present shall be regarded as
the act of the Board.  A meeting at which a quorum is initially
present may continue to transact business notwithstanding the withdrawal of a
director or directors, provided that any action taken is approved by at least a
majority of the required quorum for such meeting.





Section
9.          VALIDATION OF DEFECTIVELY CALLED OR
NOTICED MEETINGS.  The transactions of any meeting of the
Board, however called and noticed or wherever held, shall be as valid as though
made or performed at a meeting duly held after regular call and notice, if a
quorum is present and if, either before or after the meeting, each of the
directors not present or who, though present, has prior to the meeting or at its
commencement protested the lack of proper notice to such director, signs a
written waiver of notice or a consent to holding such meeting or approval of the
minutes thereof.  All such waivers, consents or approvals shall be
filed with the corporate records or made a part of the minutes of the
meeting.





Section
10.        ADJOURNMENT.  A
majority of the directors present, whether or not a quorum is present, may
adjourn any meeting to another time and place.  Notice of the time and
place of holding an adjourned meeting need not be given to absent directors if
the time and place is fixed at the meeting adjourned; provided, however, that if
the meeting is adjourned for more than 24 hours, notice of 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
11.        ACTION WITHOUT
MEETING.  Any action by the Board may be taken without a
meeting if all members of the Board shall individually or collectively consent
in writing to such action.  Such written consent or consents shall be
filed with the minutes of the proceedings of the Board and shall have the same
force and effect as a unanimous vote of the Board.


- 12
-


Section
12.        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.





Section
13.        COMMITTEES.  The
Board may appoint one or more committees, each consisting of two or more
directors, and delegate to such committees any of the authority of the Board
except with respect to:





(a)       The
approval of any action for which the General Corporation Law, the Articles of
Incorporation or these Bylaws also require shareholders’ approval or approval of
the outstanding shares;





(b)   
   The filling of vacancies on the Board or on any
committee;





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





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





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





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





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





Any such
committee must be designated by resolution adopted by a majority of the
authorized number of directors and may be designated an Executive Committee or
by such other name as the Board shall specify.  The appointment of
members and alternate members of any such committee shall require the
affirmative vote of a majority of the authorized number of
directors.  The Board shall have the power to prescribe the manner in
which proceedings of any such committee shall be conducted.  In the
absence of any such prescription, such committee shall have the power to
prescribe the manner in which its proceedings shall be
conducted.  Unless the Board or such committee shall otherwise
provide, the regular and special meetings and other actions of any such
committee shall be governed by the provisions of this Article applicable to
meetings and actions of the Board.  Minutes shall be kept of each
meeting of each committee.


- 13
-


ARTICLE
IV





OFFICERS





Section
1.          OFFICERS.  The
officers of the corporation shall be a Chief Executive Officer, a President, a
Secretary and a Chief Financial Officer.  The corporation may also
have, at the discretion of the Board, a Chairman of the Board, one or more Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
and such other officers as may be appointed in accordance with the provisions of
Section 3 of this Article.  Any number of offices may be held by the
same person.





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





Section
3.          SUBORDINATE
OFFICERS.  The Board may appoint, and may empower the Chief
Executive Officer to appoint, such other officers as the business of the
corporation may require, each of whom shall hold office for such period, have
such authority and perform such duties as are provided in these Bylaws or as the
Board may from time to time determine.





Section
4.          REMOVAL AND RESIGNATION OF
OFFICERS.  Without prejudice to the rights, if any, of an
officer under any contract of employment, any officer may be removed, either
with or without cause, by the Board, at any regular or special meeting of the
Board, or, except in case of an officer chosen by the Board, by any officer upon
whom such power of removal may be conferred by the Board.





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





Section
5.          VACANCIES IN
OFFICES.  A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these Bylaws for regular election or appointment to such
office.





Section
6.          CHAIRMAN OF THE
BOARD.  The Chairman of the Board, if such an officer be
elected, shall, if present, preside at all meetings of the Board and exercise
and perform such other powers and duties as may be from time to time assigned to
him by the Board.  If there is no Chief Executive Officer, the
Chairman of the Board shall in addition be Chief Executive Officer of the
corporation and shall have the powers and duties prescribed in Section 7 of this
Article.


- 14
-


Section
7.          CHIEF EXECUTIVE
OFFICER.  Subject to such supervisory powers, if any, as may be
given by the Board to the Chairman of the Board, if there be such an officer,
the Chief Executive Officer shall be the General Manager and Chief Executive
Officer of the corporation and shall, subject to the control of the Board, have
general supervision, direction and control of the business and the officers of
the corporation.  The Chief Executive Officer shall preside at all
meetings of the shareholders and, in the absence of the Chairman of the Board,
or if there be none, at all meetings of the Board.  The Chief
Executive Officer shall have the general powers and duties of management usually
vested in the office of chief executive officer and general manager of a
corporation, and shall have such other powers and duties as may be prescribed by
the Board.





Section
8.          PRESIDENT.  In the
absence or disability of the Chief Executive Officer, the President shall
perform all the duties of the Chief Executive Officer, and when so acting shall
have all the powers of, and be subject to all the restrictions upon, the Chief
Executive Officer.  The President shall have such other powers and
perform such other duties as from time to time may be prescribed by the Board or
the Chairman of the Board.





Section
9.          VICE PRESIDENTS.  In
the absence or disability of the President, the Vice Presidents, if any, in
order of their rank as fixed by the Board, shall perform all the duties of the
Chief Executive Officer, and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the Chief Executive
Officer.  The Vice Presidents shall have such other powers and perform
such other duties as from time to time may be prescribed for them respectively
by the Board, the Chief Executive Officer or the Chairman of the
Board.





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





The
Secretary shall keep, or cause to be kept, at the principal executive office or
at the office of the corporation’s transfer agent or registrar, as determined by
resolution of the Board, a share register, or a duplicate share register,
showing the names of all shareholders and their addresses, the number and
classes of share held by each, the number and date of certificates issued for
the same, and the number and date of cancellation of every certificate
surrendered for cancellation.





The
Secretary shall give, or cause to be given, notice of all meetings of the
shareholders and of the Board required by the Bylaws or by law to be given, and
he shall keep the seal of the corporation, if one be adopted, in safe custody,
and shall have such other powers and perform such other duties as may be
prescribed by the Board.


- 15
-


Section
11.        CHIEF FINANCIAL
OFFICER.  The Chief Financial Officer shall keep and maintain,
or cause to be kept and maintained, adequate and correct books and records of
accounts of the properties and business transactions of the corporation,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, retained earnings and shares, and shall send or cause to be
sent to the shareholders of the corporation such financial statements and
reports as are by law required to be sent to them.  The books of
account shall at all reasonable times be open to inspection by any
director.





The Chief
Financial Officer shall deposit all monies and other valuables in the name and
to the credit of the corporation with such depositories as may be designated by
the Board.  The Chief Financial Officer shall disburse the funds of
the corporation as may be ordered by the Board, shall render to the Chief
Executive Officer, the President and directors, whenever they request it, an
account of all transactions undertaken 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.





ARTICLE
V





INDEMNIFICATION
OF DIRECTORS, OFFICERS,


EMPLOYEES
AND OTHER AGENTS





Section
1.          AGENTS, PROCEEDINGS AND
EXPENSES.  For the purposes of this Article, “agent” means any
person who is or was a director, officer, employee or other agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, or was a director,
officer, employee or agent of a foreign or domestic corporation which was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation; “proceeding” means any threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative, or investigative; and “expenses” includes, without limitation,
attorneys’ fees and any expenses of establishing a right to indemnification
under Section 4 or Section 5(d) of this Article.





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


- 16
-


Section
3.          ACTIONS BY THE
CORPORATION.  The corporation shall indemnify any person who
was or is a party, or is threatened to be made a party, to any threatened,
pending or completed action by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that that person is or was an agent
of the corporation, against expenses actually and reasonably incurred by that
person in connection with the defense or settlement of that action if that
person acted in good faith, in a manner that person believed to be in the best
interests of the corporation and its shareholders.  No indemnification
shall be made under this Section 3 for any of the following:





(a)       In
respect of any claim, issue or matter as to which that person shall have been
adjudged to be liable to the corporation in the performance of that person’s
duty to the corporation and its shareholders, unless and only to the extent that
the court in which that proceeding is or was pending shall determine upon
application that, in view of all the circumstances of the case, that person is
fairly and reasonably entitled to indemnification for expenses and then only to
the extent that the court shall determine;





(b)       Of
amounts paid in settling or otherwise disposing of a pending action, without
court approval; or





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





Section
4.          SUCCESSFUL DEFENSE BY
AGENT.  To the extent that an agent of the corporation has been
successful on the merits in defense of any proceeding referred to in Sections 2
or 3 of this Article, or in defense of any claim, issue or matter therein, the
agent shall be indemnified against expenses actually and reasonably incurred by
the agent in connection therewith.





Section
5.          REQUIRED
APPROVAL.  Except as provided in Section 4 of this Article, any
indemnification under this Article shall be made by the corporation only if
authorized in the specific case on a determination that indemnification of the
agent is proper in the circumstances because the agent has met the applicable
standard of conduct set forth in Sections 2 or 3 of this Article, by any of the
following:





(a)       A
majority vote of a quorum consisting of directors who are not parties to the
proceeding;





(b)       If
a quorum as described in Section 5(a) of this Article is not obtainable, by
independent legal counsel in a written opinion;





(c)       Approval
by the affirmative vote of a majority of the shares of the corporation
represented and voting at a duly held meeting at which a quorum is present
(which shares voting affirmatively also constitute at least a majority of the
required quorum) or by the written consent of holders of a majority of the
outstanding shares entitled to vote.  For this purpose, the shares
owned by the person to be indemnified shall not be considered entitled to vote
thereon; or


- 17
-


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





Section
6.          ADVANCE OF
EXPENSES.  Expenses incurred in defending any proceeding may be
advanced by the corporation before the final disposition of the proceeding on
receipt of an undertaking by or on behalf of the agent to repay the amount of
the advance if it shall be determined ultimately that the agent is not entitled
to be indemnified as authorized in this Article.





Section
7.          OTHER CONTRACTUAL
RIGHTS.  The indemnification provided by this Article shall not
be deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, to the extent such
additional rights to indemnification are authorized in the Articles of
Incorporation of the corporation.  The rights to indemnity hereunder
shall continue as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of the person.  Nothing contained in this Article shall
affect any right to indemnification to which persons other than directors and
officers of the corporation or any subsidiary hereof may be entitled by contract
or otherwise.





Section
8.          LIMITATIONS.  No
indemnification or advance shall be made under this Article, except as provided
in Section 4 or Section 5(d), in any circumstances where it
appears:





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





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





Section
9.          INSURANCE.  The
corporation shall, if so authorized by the Board, purchase and maintain
insurance on behalf of any agent of the corporation or its subsidiaries selected
by the Board in its authorization, or designated in the policy of insurance so
purchased, against such liabilities asserted against or incurred by the agent
(in his capacity as agent or arising out of his status as such) as may be set
forth in such authorization or in such policy of insurance, in each case upon
such terms and conditions, and subject to such limitations, as the Board in its
sole and absolute discretion determines to be appropriate, its general
authorization to purchase or maintain any policy of insurance to conclusively
establish that it has determined all of the terms, conditions, and limitations
set forth in the policy of insurance in the form so purchased to be appropriate,
and the power to purchase and maintain such insurance shall exist regardless of
whether the corporation would have the power to indemnify the agent against the
insured liabilities under the provision of this Article.  The fact
that the corporation owns all or a portion of the shares of the company issuing
a policy of insurance shall not render this section inapplicable if either of
the following conditions are satisfied:


- 18
-


(a)       such
policy is limited to the extent indemnification is required to be limited as
provided in paragraph 11 of subdivision (a) of Section 204 of the General
Corporation Law;





(b)       (1)
the company issuing the insurance policy is organized, licensed and operated in
a manner that complies with the insurance laws and regulations applicable to its
jurisdiction of organization, (2) the company issuing the policy provides
procedures for processing claims that do not permit the company to be subject to
the direct control of the corporation, and (3) the policy issued provides for
some manner of risk sharing between the issuer and purchaser of the policy, on
one hand, and some unaffiliated person or persons, on the other hand, such as by
providing for more than one unaffiliated owner of the company issuing the policy
or by providing that a portion of the coverage furnished will be obtained from
some unaffiliated insurer or reinsurer.





Section
10.        FIDUCIARIES OF CORPORATE EMPLOYEE
BENEFIT PLAN.  The provisions of this Article shall not apply
to any proceeding against any trustee, investment manager or other fiduciary of
an employee benefit plan in that person’s capacity as such, even though that
person may also be an agent of the corporation as defined in Section 1 of this
Article.  Nothing contained in this Article shall limit the power of
the corporation, upon and in the event of a determination of the Board, to
indemnify any trustee, investment manager or other fiduciary of an employee
benefit plan, and the corporation may thereupon indemnify and purchase and
maintain insurance on behalf of any such trustee, investment manager or other
fiduciary.





ARTICLE
VI





RECORDS
AND REPORTS





Section
1.          MAINTENANCE AND INSPECTION OF SHARE
REGISTER.  The corporation shall keep at its principal
executive office, or at the office of its transfer agent or registrar, if either
be appointed and as determined by resolution of the Board, a record of its
shareholders, giving the names and addresses of all shareholders and the number
and class of shares held by each shareholder.





A
shareholder or shareholders of the corporation holding at least 5% in the
aggregate of the outstanding voting shares of the corporation (or who hold at
least 1% of these voting shares and have filed a Schedule 14A with the U.S.
Securities Exchange Commission) may (i) inspect and copy the records of
shareholders’ names and addresses and shareholdings during usual business hours
on five business days’ prior written demand on the corporation, or (ii) obtain
from the transfer agent, if any, for the corporation, on written demand and on
the tender of such transfer agent’s usual charges for such list, a list of the
shareholders’ names and addresses, who are entitled to vote for the election of
directors, and their shareholdings, as of the most recent record date for which
the list has been compiled or as of a date specified by the shareholder after
the date of demand.  This list shall be made available to any such
shareholder by the transfer agent on or before the later of 5 business days
after the demand is received or the date specified in the demand as the date as
of which the list is to be compiled.  The record of shareholders shall
also be open to inspection and copying on the written demand of any shareholder
or holder of a voting trust certificate, at any time during usual business
hours, for a purpose reasonably related to the holder’s interests as a
shareholder or as the holder of a voting trust certificate.  Any
inspection and copying under this Section 1 may be made in person or by an agent
or attorney of the shareholder or holder of a voting trust certificate making
the demand.


- 19
-


Section
2.          MAINTENANCE AND INSPECTION OF
BYLAWS.  The corporation shall keep at its principal executive
office the original or a copy of the Bylaws as amended to date, which shall be
open to inspection by the shareholders at all reasonable times during office
hours.  If the principal executive office of the corporation is
outside the State of California and the corporation has no principal business
office in this state, the Secretary shall, upon the written request of any
shareholder, furnish to that shareholder a copy of the Bylaws as amended to
date.





Section
3.          MAINTENANCE AND INSPECTION OF OTHER
CORPORATE RECORDS.  The accounting books and records and
minutes of proceedings of the shareholders and the Board and any committee or
committees of the Board shall be kept at such place or places designated by the
Board or, in the absence of such designation, at the principal executive office
of the corporation.  The minutes shall be kept in written form and the
accounting books and records shall be kept either in written form or in any
other form capable of being converted into written form.  The minutes
and accounting books and records shall be open to inspection upon the written
demand of any shareholder or holder of a voting trust certificate, at any
reasonable time during usual business hours, for a purpose reasonably related to
the holder’s interests as a shareholder or as the holder of a voting trust
certificate.  The inspection may be made in person or by an agent or
attorney, and shall include the right to copy and make
extracts.  These rights of inspection shall extend to the records of
each subsidiary corporation of the corporation.





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


- 20
-


Section
5.          CHECKS, DRAFTS, EVIDENCES OF
INDEBTEDNESS.  All checks, drafts or other orders for payment
of money, notes or other evidences of indebtedness, issued in the name of or
payable to the corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board.





Section
6.          CORPORATE CONTRACTS AND INSTRUMENTS;
HOW EXECUTED.  The Board, except as otherwise provided in these
Bylaw, may authorize any officer or officers or agent or agents to enter into
any contract or execute any instrument in the name of and on behalf of the
corporation, and this authority may be general or confined to specific
instances; and, subject to the provisions of Section 313 of the General
Corporation Law, unless so authorized or ratified by the Board or within the
agency power of an officer, no officer, agent or employee shall have any power
or authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or for any
amount.





Section
7.          CERTIFICATES FOR
SHARES.  Shares of the corporation’s stock may be certificated
or uncertificated, as provided by Section 416 of the General Corporation Law of
the State of California.  All certificates of stock of the corporation
shall be numbered and shall be entered in the books of the Corporation as they
are issued.  They shall exhibit the holder’s name and number of shares
and shall be signed by the Chairman or a Vice Chairman or the Chief Executive
Officer or the President or a Vice President and by the Chief Financial Officer
or an Assistant Treasurer or the Secretary or an Assistant
Secretary.  Any or all 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 on such certificate shall
have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent, or registrar at the time of its
issue.





Section
8.          LOST
CERTIFICATES.  Except as provided in this Section 11, no new
certificate for shares shall be issued to replace an old certificate unless the
latter is surrendered to the corporation and cancelled at the same
time.  The Board may, in case any share certificate or certificate for
any other security is lost, stolen or destroyed, authorize the issuance of a
replacement certificate on the condition that the holder requesting the
replacement certificate provide for indemnification of the corporation secured
by a bond or other adequate security sufficient to protect the corporation
against any claim that may be made against it, including any expense or
liability, on account of the alleged loss, theft or destruction of the
certificate or the issuance of the replacement certificate.





Section
9.          REPRESENTATION OF SHARES OF OTHER
CORPORATIONS.  The Chairman of the Board, the Chief Executive
Officer, the President, any Vice President or any other person authorized by
resolution of the Board or by any of the foregoing designated officers, is
authorized to vote on behalf of the corporation any and all shares of any other
corporation or corporations, foreign or domestic, standing in the name of the
corporation.  The authority granted to these officers to vote or
represent on behalf of the corporation any and all shares held by the
corporation in any other corporation or corporations may be exercised by any of
these officers in person or by any person authorized to do so by proxy duly
executed by these officers.


- 21
-


Section
10.       STOCK PURCHASE
PLANS.  The corporation may adopt and carry out a stock
purchase plan or agreement or stock option plan or agreement providing for the
issue and sale for such consideration as may be fixed of its unissued shares, or
of issued shares acquired or to be acquired, to one or more of the employees or
directors of the corporation or of a subsidiary or to a trustee on their behalf
and for the payment for such shares in installments or at one time, and, to the
extent permitted by law, may provide for aiding any such persons in paying for
such shares by compensation for services rendered, promissory notes, or
otherwise.





Section
11.        CONSTRUCTION AND
DEFINITIONS.  Unless the context requires otherwise, the
general provisions, rules of construction, and definitions in the General
Corporation Law shall govern the construction of these
Bylaws.  Without limiting the generality of this provision, the
singular number includes the plural, the plural number includes the singular,
and the term “person” includes both a corporation and a natural
person.





ARTICLE
VII





AMENDMENT





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





Section
2.          AMENDMENT BY
DIRECTORS.  In addition to the rights of the shareholders as
provided in Section 1 of this Article VII, bylaws, other than a bylaw or an
amendment of a bylaw changing the authorized number of directors (except to fix
the authorized number of directors pursuant to a bylaw providing for a variable
number of directors), may be adopted, amended or repealed by the board of
directors.






- 22
-