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BYLAWS
PACIFIC SCIENTIFIC COMPANYEX                        EHIBIT 3.1
                                                    ----------
ARTICLE I

OFFICES

Section 1 - PRINCIPAL OFFICES
-----------------------------

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

Section 2 - OTHER OFFICES
-------------------------

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


ARTICLE II

MEETING OF SHAREHOLDERS

Section 1 - PLACE OF MEETINGS
-----------------------------

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

Section 2 - ANNUAL MEETING
--------------------------

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

Section 3 - SPECIAL MEETING
---------------------------

A special meeting of the shareholders may be called at any time
by the board of directors, or by the chairman of the board, or
by the president, or by one or more shareholders holding shares
in the aggregate entitled to cast not less than 10% of the votes
at that meeting.
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If a special meeting is called by any person or persons other
than the board of directors, the request shall be in writing,
specifying the time of such meeting and the general nature of
the business proposed to be transacted, and shall be delivered
personally or sent by registered mail or by telegraphic or other
facsimile transmission to the chairman of the board, the
president, any vice president, or the secretary of the
corporation.  The officer receiving the request shall cause
notice to be promptly given to the shareholders entitled to
vote, in accordance with the provisions of Sections 4 and 5 of
this Article II, that a meeting will be held at the time
requested by the person or persons calling the meeting, not less
than thirty-five (35) nor more than sixty (60) days after the
receipt of the request.  If the notice is not given within
twenty (20) days after receipt of the request, the person or
persons requesting the meeting may give the notice.  Nothing
contained in this paragraph of this Section 3 shall be construed
as limiting, fixing or affecting the time when a meeting of
shareholders called by action of the board of directors may be
held.


Section 4 - NOTICE OF SHAREHOLDERS' MEETINGS
--------------------------------------------

All notices of meeting of shareholders shall be sent or
otherwise given in accordance with Section 5 of this Article II
not less than ten (10) nor more than sixty (60) days before the
date of the meeting.  The notice shall specify the place, date
and hour of the meeting and (i) in the case of a special
meeting, the general nature of the business to be transacted or
(ii) in the case of the annual meeting, those matters which the
board of directors, at the time of giving the notice, intends to
present for action by the shareholders.  The notice of any
meeting at which directors are to be elected shall include the
name of any nominee or nominees whom, at the time of the notice,
management intends to present for election.

If action is proposed to be taken at any meeting for approval of
(i) a contract or transaction in which a director has a direct
or indirect financial interest, pursuant to Section 310 of the
Corporations Code of California, (ii) an amendment of the
Articles of Incorporation, pursuant to Section 902 of that Code,
(iii) a reorganization of the corporation, pursuant to Section
1201 of that Code, (iv) a voluntary dissolution of the
corporation, pursuant to Section 1900 of that Code, or (v) a
distribution in dissolution other than in accordance with the
rights of outstanding preferred shares, pursuant to Section 2007
of that Code, the notice shall also state the general nature of
that proposal.

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Section 5 - MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
--------------------------------------------------------

Notice of any meeting of shareholders shall be given either
personally or by first-class mail or telegraphic or other
written communication, charges prepaid, addressed to the
shareholder at the address of that shareholder appearing on the
books of the corporation or given by the shareholder to the
corporation for the purpose of notice.  If no such address
appears on the corporation's books or is given, notice shall be
deemed to have been given if sent to that shareholder by first-
class mail or telegraphic or other written communication to the
corporation's principal executive office, or if published at
least once in a newspaper of general circulation in the county
where that office is located.  Notice shall be deemed to have
been given at the time when delivered personally or deposited in
the mail or sent by telegram or other means of written
communication.

If any notice addressed to a shareholder at the address of that
shareholder appearing on the books of the corporation is
returned to the corporation by the United States Postal Service
marked to indicate that the United States Postal Service is
unable to deliver the notice to the shareholder at that address,
all future notices or report shall be deemed to have been duly
given without further mailing if these shall be available to the
shareholder on written demand of the shareholder at the
principal executive office of the corporation for a period of
one year from the date of the giving of the notice.

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


Section 6 - QUORUM
------------------

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

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Section 7 - ADJOURNED MEETING; NOTICE
-------------------------------------

Any shareholders' meeting, annual or special, whether or not a
quorum is present, may be adjourned from time to time by the
vote of the majority of the shares represented at that meeting,
either in person or by proxy, but in the absence of a quorum, no
other business may be transacted at that meeting, except as
provided in Section 6 of this Article II.

When any meeting of shareholders, either annual or special, is
adjourned to another time or place, notice need not be given of
the adjourned meeting if the time and place are announced at a
meeting at which the adjournment is taken, unless a new record
date for the adjourned meeting is fixed, or unless the
adjournment is for more than forty-five (45) days from the date
set for the original meeting, in which case the board of
directors shall set a new record date.  Notice of any such
adjourned meeting shall be given to each shareholder of record
entitled to vote at the adjourned meeting in accordance with the
provisions of Sections 4 and 5 of this Article II.  At any
adjourned meeting the corporation may transact any business
which might have been transacted at the original meeting.


Section 8 - VOTING
------------------

The shareholders entitled to vote at any meeting of shareholders
shall be determined in accordance with the provisions of Section
11 of this Article II, subject to the provisions of Sections 702
to 704, inclusive, of the Corporations Code of California
(relating to voting shares held by a fiduciary, in the name of a
corporation, or in joint ownership).  The shareholders' vote may
be by voice vote or by ballot; provided, however, that any
election for directors must be by ballot if demanded by any
shareholder before the voting has begun.  On any matter other
than elections of directors, any shareholder may vote part of
the shares in favor of the proposal and refrain from voting the
remaining shares or vote them against the proposal, but, if the
shareholder fails to specify the number of shares which the
shareholder is voting affirmatively, it will be conclusively
presumed that the shareholder's approving vote is with respect
to all shares that the shareholder is entitled to vote.  If a
quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on any
matter (other than the election of directors) shall be the act
of the shareholders, unless the vote of a greater number or
voting by classes is required by California General Corporation
Law or by the Articles of Incorporation.
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At a shareholders' meeting at which directors are to be elected,
no shareholder shall be entitled to cumulate votes (i.e., cast
for any one or more candidates a number of votes greater than
the number of the shareholder's shares) unless the candidates'
names have been placed in nomination prior to commencement of
the voting and a shareholder has given notice prior to
commencement of the voting of the shareholder's intention to
cumulate votes.  If any shareholder has given such a notice,
then every shareholder entitled to vote may cumulate votes for
candidates in nomination and give one candidate a number of
votes equal to the number of directors to be elected multiplied
by the number of votes to which that shareholder's shares are
entitled, or distribute the shareholder's votes on the same
principle among any or all of the candidates, as shareholder
thinks fit.  The candidates receiving the highest number of
votes, up to the number of directors to be elected, shall be
elected.


Section 9 - WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS
--------------------------------------------------------------

The transactions of any meeting of shareholders, either annual
or special, however called and notice, and wherever held, shall
be as valid as though had at a meeting duly held after regular
call and notice, if a quorum, be present either in person or by
proxy, and if, either before or after the meeting, each person
entitled to vote, who was not present in person or by proxy,
signs a written waiver of notice or a consent to a holding of
the meeting, or an approval of the minutes.  The waiver of
notice or consent need not specify either the business to be
transacted for the purpose of any annual or special meeting of
shareholders, except that, if action is taken or proposed to be
taken for approval of any of those matters specified in the
second paragraph of Section 4 of this Article II, the waiver of
notice or consent shall state the general nature of the
proposal.  All such waivers, consents or approvals shall be
filed with the corporate records or made a part of the minutes
of the meeting.

Attendance by a person at a meeting shall also constitute a
waiver of notice of that meeting, except when the person
objects, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or
convened, and except that attendance at a meeting is not a
waiver of any right to object to the consideration of matters
not included in the notice of the meeting if that objection is
expressly made at the meeting.

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Section 10 - SHAREHOLDER ACTION BY WRITTEN
             CONSENT WITHOUT A MEETING
------------------------------------------

Any action which may be taken at any annual or special meeting
of shareholders may be taken without a meeting and without prior
notice, if a consent in writing, setting forth the action so
taken, is signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to
authorize or take that action at a meeting at which all shares
entitled to vote thereon were present and voted.  In the case of
election of directors, such a consent shall be effective only if
signed by the holders of all outstanding shares entitled to vote
for the election of directors; provided, however, that a
director may be elected at any time to fill a vacancy on the
board of directors that has not been filled by directors, by the
written consent of the holders of a majority of the outstanding
shares entitled to vote for the election of directors.  All such
consents shall be filed with the secretary of the corporation
and shall be maintained in the corporate records.  Any
shareholder giving a written consent, or the shareholder's proxy
holders, or a transferee of the shares or a personal
representative of the shareholder or their respective proxy
holders, may revoke the consent by a writing received by the
secretary of the corporation before written consents of the
number of shares required to authorize the proposed action have
been filed with the secretary.

If the consents of all shareholders entitled to vote have not
been solicited in writing, and if the unanimous written consent
of all such shareholders shall not have been received, the
secretary shall give prompt notice of the corporate action
approved by the shareholders without a meeting.  This notice
shall be given in the manner specified in Section 5 of this
Article II.  In the case of approval of (i) contracts or
transactions in which a director has a direct or indirect
financial interest, pursuant to Section 310 of the Corporations
Code of California, (ii) indemnification of agents of the
corporation, pursuant to Section 317 of that Code, (iii) a
reorganization of the corporation, pursuant to Section 1201 of
that Code, and (iv) a distribution in dissolution other than in
accordance with the rights of outstanding preferred shares,
pursuant to Section 2007 of that Code, the notice shall be given
at least ten (10) days before the consummation of any action
authorized by that approval.

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Section 11 - RECORD DATE FOR SHAREHOLDER
             NOTICE, VOTING, AND GIVING CONSENTS
-------------------------------------------------

For purposes of determining the shareholders entitled to notice
of any meeting or to vote or entitled to give consent to
corporate action without a meeting, the board of directors may
fix, in advance, a record date which shall not be more than
sixty (60) days nor less than ten (10) days before the date of
any such meeting nor more than sixty (60) days before any such
action without a meeting, and in this event only shareholders of
record on the date so fixed are entitled to notice and to vote
or to give consents, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the
record date, except as otherwise provided in the California
General Corporation Law.

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

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

(b)   The record date for determining shareholders entitled to
give consent to corporate action in writing without a meeting,
(i) when no prior action by the board has been taken, shall be
the day on which the first written consent is given or (ii) when
prior action of the board has been taken, shall be at the close
of business on the day on which the board adopts the resolution
relating to that action, or the sixtieth (60th) day before the
date of such other action, whichever is later.

Section 12 - PROXIES
--------------------

Every person entitled to vote for directors or on any other
matter shall have the right to do so either in person or by one
or more agents authorized by a written proxy signed by the
person and filed with the secretary of the corporation.  A proxy
shall be deemed signed if the shareholder's name is placed on
the proxy (whether by manual signature, typewriting, telegraphic
transmission, or otherwise) by the shareholder or the
shareholder's attorney in fact.  A validly executed proxy which
does not state that it is irrevocable shall continue in full
force and effect unless (i) revoked by the person executing it,
before the vote pursuant to that proxy, by a writing delivered
to the corporation stating that the proxy is revoked, or by a
subsequent proxy executed by, or attendance at the meeting and
voting in person by, the person executing the proxy;
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or (ii) written notice of the death or incapacity of the maker
of that proxy is received by the corporation before the vote
pursuant to that proxy is counted; provided, however, that no
proxy shall be valid after the expiration of eleven (11) months
from the date of the proxy, unless otherwise provided in the
proxy.  The revocability of a proxy that states on its face that
it is irrevocable shall be governed by the provisions of
Sections 705(e) and 705(f) of the Corporations Code of
California.


Section 13 - INSPECTORS OF ELECTION
-----------------------------------

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

These inspectors shall:

(a)   Determine the number of shares outstanding and the voting
power of each, the shares represented at the meeting, the
existence of a quorum, and the authenticity, validity, and
effect of proxies;

(b)   Receive votes, ballots, or consents;

(c)   Hear and determine all challenges and questions in any way
arising in connection with the right to vote;

(d)   Count and tabulate all votes or consents;

(e)   Determine when the polls shall close;

(f)   Determine the result; and

(g)   Do any other acts that may be proper to conduct the
election or vote with fairness to all shareholders.

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ARTICLE III

DIRECTORS

Section 1 - POWERS
------------------

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

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

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

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

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

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

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

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

Section 2 - NUMBER AND QUALIFICATION OF DIRECTORS
-------------------------------------------------

The number of directors of the corporation shall not be less
than five (5) nor more than eight (8).  The exact number of
directors shall be six (6) until changed, within the limits
specified above by a bylaw amending this Section 2, duly adopted
by the board of directors or by the shareholders.  The
indefinite number of directors may be changed, or a definite
number fixed without provision for an indefinite number, by a
duly adopted amendment to the Articles of Incorporation or by an
amendment to this Bylaw duly adopted by a vote or written
consent of holders of a majority of the outstanding shares
entitled to vote; provided, however, that any such amendment
reducing the fixed number or the minimum number of directors to
a number less than five (5) cannot be adopted if the votes cast
against its adoption at a meeting of the shareholders, or the
shares not consenting in the case of action by written consent,
are equal to more than 16-2/3 percent of the outstanding shares
entitled to vote.  No amendment may change the stated maximum
number of authorized directors to a number greater than two
times the stated minimum number of directors minus one.

Section 3 - ELECTION AND TERM OF OFFICE OF DIRECTORS
----------------------------------------------------

Directors shall be elected at each annual meeting of the
shareholders to hold office until the next annual meeting.  Each
director, including a director elected to fill a vacancy, shall
hold office until the expiration of the term for which elected
and until a successor has been elected and qualified.

Section 4 - VACANCIES
---------------------

Vacancies in the board of directors may be filled by a majority
of the remaining directors, though less than a quorum, or by a
sole remaining director, except that a vacancy created by the
removal of a director by the vote or written consent of the
shareholders or by court order may be filled only by the vote of
a majority of the shares entitled to vote represented at a duly
held meeting at which a quorum is present, or by the written
consent of holders of a majority of the outstanding shares
entitled to vote.  Each director so elected shall  hold office
until the next annual meeting of the shareholders and until a
successor has been elected and qualified.
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A vacancy or vacancies in the board of directors shall be deemed
to exist in the event of the death, resignation, or removal of
any director, or if the board of directors by resolution
declares vacant the office of a director who has been declared
of unsound mind by an order of court or convicted of a felony,
or if the authorized number of directors is increased, or if the
shareholders fail, at any meeting of shareholders at which any
director or directors are elected, to elect the number of
directors to be voted for at that meeting.

The shareholders may elect a director or directors at any time
to fill any vacancy or vacancies not filled by the directors,
but any such election by written consent shall require the
consent of a majority of the outstanding shares entitled to
vote.

Any director may resign effective on giving written notice to
the chairman of the board, the president, the secretary, or the
board of directors, unless the notice specifies later time for
that resignation to become effective.  If the resignation of a
director is effective at a future time, the board of directors
may elect a successor to take office when the resignation
becomes effective.

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

Section 5 - PLACE OF MEETINGS AND MEETINGS BY TELEPHONE
-------------------------------------------------------

Regular meetings of the board of directors may be held at any
place within or outside the State of California that has been
designated from time to time by resolution of the board.  In the
absence of such a designation, regular meetings shall be held at
the principal executive office of the corporation.  Special
meetings of the board shall be held at any place within or
outside the State of California that has been designated in the
notice of the meeting or, if not stated in the notice or there
is no notice, at the principal executive office of the
corporation.  Any meeting, regular or special, may be held by
conference telephone or similar communication equipment, so long
as all directors participating in the meeting can hear one
another, and all such directors shall be deemed to be present in
person at the meeting.

Section 6 - ANNUAL MEETING
--------------------------

Immediately following each annual meeting of shareholders, the
board of directors shall hold a regular meeting for the purpose
of organization, any desired election of officers, and the
transaction of other business.  Notice of this meeting shall not
be required.
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Section 7 - OTHER REGULAR MEETINGS
----------------------------------

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

Section 8 - SPECIAL MEETINGS
----------------------------

Special meetings of the board of directors for any purpose or
purposes may be called at any time by the chairman of the board
or the president or any vice president or the secretary or any
two directors.

Notice of the time and place of special meetings shall be
delivered personally or by telephone to each director or sent by
first-class mail or telegram, charges prepaid, addressed to each
director at that director's address as it is shown on the
records of the corporation.  In case the notice is mailed, it
shall be deposited in the United States mail at least four (4)
days before the time of the holding of the meeting.  In case the
notice is delivered personally, or by telephone or telegram, it
shall be delivered personally or by telephone or to the
telegraph company at least forty-eight (48) hours before the
time of the holding of the meeting.  Any oral notice given
personally or by telephone may be communicated either to the
director or to a person at the office of the director who the
person giving the notice has reason to believe will promptly
communicate it to the director.  The notice need not specify the
purpose of the meeting nor the place if the meeting is to be
held at the principal executive office of the corporation.

Section 9 - QUORUM
------------------

A majority of the authorized number of directors shall
constitute a quorum for the transaction of business, except to
adjourn as provided in Section 11 of this Article III.  Every
act or decision done or made by a majority of the directors
present at a meeting duly held at which a quorum is present
shall be regarded as the act of the board of directors, subject
to the provisions of Section 310 of the Corporations Code of
California (as to approval of contracts or transactions in which
a director has a direct or indirect material financial
interest), Section 311 of that Code (as to appointment of
committees), and Section 317(e) of that Code (as to
indemnification of directors).  A meeting at which a quorum is
initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken
is approved by at least a majority of the required quorum for
that meeting.
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Section 10 - WAIVER OF NOTICE
-----------------------------

The transactions of any meeting of the board of directors,
however called and noticed or wherever held, shall be as valid
as though had at a meeting duly held after regular call and
notice if a quorum is present and if, either before or after the
meeting, each of the directors not present signs a written
waiver of notice, a consent to holding the meeting or an
approval of the minutes.  The waiver of notice or consent need
not specify the purpose of the meeting.  All such waivers,
consents, and approvals shall be filed  with the corporate
records or made a part of the minutes of the meeting.  Notice of
a meeting shall also be deemed given to any director who attends
the meeting without protesting before or at its commencement,
the lack of notice to that director.

Section 11 - ADJOURNMENT
------------------------

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

Section 12 - NOTICE OF ADJOURNMENT
----------------------------------

Notice of the time and place of holding an adjourned meeting
need not be given, unless the meeting is adjourned for more than
twenty-four (24) hours, in which case notice of the time and
place shall be given before the time of the adjourned meeting,
in the manner specified in Section 8 of this Article III, to the
directors who were not present at the time of the adjournment.

Section 13 - ACTION WITHOUT MEETING
-----------------------------------

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

Section 14 - FEES AND COMPENSATION OF DIRECTORS
-----------------------------------------------

Directors and members of committees may receive such
compensation, if any, for their services, and such reimbursement
of expenses, as may be fixed or determined by resolution of the
board of directors.  This Section 14 shall not be construed to
preclude any director from serving the corporation in any other
capacity as an officer, agent, employee, or otherwise, and
receiving compensation for those services.
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ARTICLE IV

COMMITTEES

Section 1 - COMMITTEES OF DIRECTORS
-----------------------------------

The board of directors may, by resolution adopted by a majority
of the authorized number of directors, designate one or more
committees, each consisting of two or more directors, to serve
at the pleasure of the board.  The board may designate one or
more directors as alternate members of any committee, who may
replace any absent member at any meeting of the committee.  Any
committee, to the extent provided in the resolution of the
board, shall have all the authority of the board, except with
respect to:

(a)   the approval of any action which, under the General
Corporation Law of California, also requires shareholders'
approval or approval of the outstanding shares;

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

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

(d)   the amendment or repeal of bylaws or the adoption of new
bylaws;

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

(f)   a distribution to the shareholders of the corporation,
except at a rate or in a periodic amount or within a price range
determined by the board of directors; or

(g)   the appointment of any other committees of the board of
directors or the members of these committees.

Section 2 - MEETINGS AND ACTION OF COMMITTEES
---------------------------------------------

Meetings and action  of committees shall be governed by, and
held and taken in accordance with, the provisions of Article III
of these Bylaws, Sections 5 (Place of Meetings), 7 (Regular
Meetings), 8 (Special Meetings and Notice), 9 (Quorum), 10
(Waiver of Notice), 11 (Adjournment),  12  (Notice of
Adjournment),  and  13  (Action Without
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Meeting), with such changes in the context of those bylaws as
are necessary to substitute the committee and its members for
the board of directors and its members, except that the time of
regular meetings of committees may be determined either by
resolution of the board of directors or by resolution of the
committee; special meetings of committees may also be called by
resolution of the board of directors; and notice of special
meetings of committees shall also be given to all alternate
members, who shall have the right to attend all meetings of the
committee.  The board of directors may adopt rules for the
government of any committee not inconsistent with the provisions
of these Bylaws.



ARTICLE V

OFFICERS

Section 1 - OFFICERS
--------------------

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

Section 2 - ELECTION OF OFFICERS
--------------------------------

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

Section 3 - SUBORDINATE OFFICERS
--------------------------------

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

<PAGE>
Page 16

Section 4 - REMOVAL AND RESIGNATION OF OFFICERS
-----------------------------------------------

Subject to the rights, if any, of an officer under any contract
of employment, any officer may be removed, either with or
without cause, by the board of directors, at any regular or
special meeting of the board, or, except in case of an officer
chosen by the board of directors, by any officer upon whom such
power of removal may be conferred by the board of directors. 

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

Section 5 - VACANCIES IN OFFICES
--------------------------------

A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the
manner prescribed in these Bylaws for regular appointments to
that office.

Section 6 - CHAIRMAN OF THE BOARD
---------------------------------

The chairman of the board, if such an officer be elected, shall,
if present, preside at meetings of the board of directors and
exercise and perform such other powers and duties as may be from
time to time assigned to him by the board of directors or
prescribed by the Bylaws.  If there is no chief executive
officer or president, the chairman of the board shall, in addi-
tion, be the chief executive officer of the corporation and
shall have the powers and duties prescribed in Section 7 of this
Article V.

Section 7 - CHIEF EXECUTIVE OFFICER
-----------------------------------

The chief executive officer, if such an officer be elected,
shall, subject to the control of the Board, have general
supervision, direction and control of the business and affairs
of the corporation.  In the absence or disability of the
chairman of the board, or if no such officer is elected, the
chief executive officer shall preside at all meetings of
shareholders and the board of directors.  He shall have the
general powers and duties of management usually vested in the
chief executive officer of a corporation, and shall have such
other powers and duties with respect to the administration of
the business and affairs of the corporation as may from time to
time be assigned to him by the board of directors or as
prescribed by the Bylaws.
<PAGE>
Page 17

Section 8 - PRESIDENT
---------------------

Subject to such supervisory powers, if any, as may be given by
the board of directors to the chairman of the board or the chief
executive officer, if there are such officers, the president
shall have the general powers and duties of management usually
vested in the office of president of a corporation and shall
have such other powers and duties as may from time to time be
prescribed by the board of directors or chief executive officer,
if any, or as prescribed by the Bylaws.  If there is no chief
executive officer, the president shall be the chief executive
officer of the corporation and shall have the powers and duties
prescribed in Section 7 of this Article V.

Section 9 - CHIEF OPERATING OFFICER
-----------------------------------

The chief operating officer shall have the general powers and
duties of management usually vested in the office of chief
operating officer of a corporation and shall have such other
powers and duties as may from time to time be prescribed by the
board of directors or chief executive officer, if any, or as
prescribed by the Bylaws.  In the absence or disability of the
chairman of the board, chief executive officer and the
president, the chief operating officer shall perform all the
duties of the president.

Section 10 - VICE PRESIDENTS
----------------------------

In the absence or disability of the chief executive officer,
president and the chief operating officer, the vice presidents,
if any, in order of their rank as fixed by the board of
directors or, if not ranked, a vice president designated by the
board of directors, shall perform all the duties of the
president and when so acting shall have all the powers of, and
be subject to all the restrictions upon, the president.  The
vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them
respectively by the board of directors or the Bylaws, and the
president, or the chairman of the board, if any, or the chief
executive officer, if any. 

Section 11 - SECRETARY
----------------------

The secretary shall keep or cause to be kept, at the principal
executive office or such other place as the board of directors
may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and shareholders, with the
time and place of holding, whether regular or special, and, if
special, how authorized, the notice given, the names of those
present at directors' meetings or committee meetings, the number
of shares present or represented at shareholders' meetings, and
the proceedings.
<PAGE>
Page 18


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

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

Section 12 - 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
earning, and shares.  The books of account shall at all reason-
able times be open to inspection by any director.

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.  He shall disburse the funds of the corporation as
may be ordered by the board of directors, shall render to the
president and directors, whenever they request it, an account of
all of his transactions as chief financial officer and of the
financial condition of the corporation, and shall have other
powers and perform such other duties as may be prescribed by the
board of directors or the Bylaws.


ARTICLE VI

INDEMNIFICATION OF DIRECTORS,
OFFICERS EMPLOYEES AND OTHER AGENTS

Section 1 - DIRECTORS
---------------------

The corporation shall, to the maximum extent permitted by
California law, indemnify each of its directors against
expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with any
proceeding arising by reason of the fact that any such person is
or was a director of the corporation.
<PAGE>
Page 19


Expenses incurred by any director in defending any proceedings
shall be advanced by the corporation to the maximum extent
permitted by California law.

Section 2 - AGENTS
------------------

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

Section 3 - OTHER RIGHTS
------------------------

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

Section 4 - INSURANCE
---------------------

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

Section 5 - DEFINITIONS
-----------------------

For the purposes of this Article, an "agent" of the corporation
includes any person who is or was a director, officer, employee,
or other agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or
agent of another foreign or domestic corporation, partnership,
joint venture, trust, or other enterprise; or was a director,
officer, employee or agent of a corporation which was a
predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation.
<PAGE>
Page 20


For purposes of this Article, "proceeding" means any threatened,
pending or completed action or proceeding, whether civil,
criminal, administrative or investigative.  For purposes of this
Article, "expenses" includes, without limitation, attorneys'
fees and any expenses of establishing a right to
indemnification.



ARTICLE VII

RECORDS AND REPORTS

Section 1 - MAINTENANCE AND INSPECTION OF SHARE REGISTER
--------------------------------------------------------

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

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

<PAGE>
Page 21


Section 2 - MAINTENANCE AND INSPECTION OF BYLAWS
------------------------------------------------

The corporation shall keep at its principal executive office, or
if its principal executive office is not in the State of
California, at its principal business office in this state, the
original or a copy of the Bylaws as amended to date, which shall
be open to inspection by the shareholders at all reasonable
times during office hours.  If the principal executive office of
the corporation is outside the State of California and the
corporation has no principal business office in this state, the
Secretary shall, upon the written request of any shareholder,
furnish to that shareholder a copy of the Bylaws as amended to
date.

Section 3 - MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS
-----------------------------------------------------------------

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

Section 4 - INSPECTION BY DIRECTORS
-----------------------------------

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

Section 5 - ANNUAL REPORT TO SHAREHOLDERS
-----------------------------------------

The board of directors shall cause an annual report to be sent
to the shareholders not later than one hundred twenty (120) days
after the close of the fiscal year adopted by the corporation.
<PAGE>
Page 22


This report shall be sent at least fifteen (15) days before the
annual meeting of shareholders to be held during the next fiscal
year and in the manner specified in Section 5 of Article II of
these Bylaws for giving notice to shareholders of the
corporation.  The annual report shall contain a balance sheet as
of the end of the fiscal year and an income statement and
statement of changes in financial position for the fiscal year,
accompanied by any report of independent accountants or, if
there is no such report, the certificate of an authorized
officer of the corporation that the statements were prepared
without audit from the books and records of the corporation.

Section 6 - FINANCIAL STATEMENTS
--------------------------------

A copy of any annual financial statement and any income
statement of the corporation for each quarterly period of each
fiscal year, and any accompanying balance sheet of the
corporation as of the end of each such period, that has been
prepared by the corporation shall be kept on file in the
principal executive office of the corporation for twelve (12)
months and each such statement shall be exhibited at all
reasonable times to any shareholder demanding an examination of
any such statement or a copy shall be mailed to any such
shareholder.  If a shareholder or shareholders holding at least
five percent (5%) of the outstanding shares of any class of
stock of the corporation makes a written request to the
corporation for an income statement of the corporation for the
three-month, six-month or nine-month period of the then current
fiscal year ended more than thirty (30) days before the date of
the request, and a balance sheet of the corporation as of the
end of that period, the chief financial officer shall cause that
statement to be prepared, if not already prepared, and shall
deliver personally or mail that statement or statements to the
person making the request within thirty (30) days after the
receipt of the request.  If the corporation has not sent to the
shareholders its annual report for the last fiscal year, this
report shall likewise be delivered or mailed to the shareholder
or shareholders within thirty (30) days after the request.

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

The quarterly income statement and balance sheets referred to in
this section shall be accompanied by the report, if any, of any
independent accountants engaged by the corporation or the
certificate of an authorized officer of the corporation that the
financial statements were prepared without audit from the books
and records of the corporation.
<PAGE>
Page 23


Section 7 - ANNUAL STATEMENT OF GENERAL INFORMATION
---------------------------------------------------

The corporation shall, during the period commencing on January 1
and ending on June 30 of each year, file with the Secretary of
State of the State of California, on the prescribed form, a
statement setting forth the authorized number of directors, the
names and complete business or residence addresses of all
incumbent directors, the names and complete business or
residence addresses of the chief executive officer, secretary,
and chief financial officer, the street address of its principal
executive office or principal business office in this state, and
the general type of business constituting the principal business
activity of the corporation, together with a designation of the
agent of the corporation for the purpose of service of process,
all in compliance with Section 1502 of the Corporations Code of
California.



ARTICLE VIII

GENERAL CORPORATE MATTERS

Section 1 - RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND
VOTING
----------------------------------------------------------------
-

For purposes of determining the shareholders entitled to receive
payment of any dividend or other distribution or allotment of
any rights or entitled to exercise any rights in respect of any
other lawful action (other than action by shareholders by
written consent without a meeting), the board of directors may
fix, in advance, a record date, which shall not be more than
sixty (60) days before any such action, and in that case only
shareholders of record on the date so fixed are entitled to
receive the dividend, distribution or allotment of rights or to
exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the
record date so fixed, except as otherwise provided in the
California General Corporation Law.

If the board of directors does not so fix a record date, the
record date for determining shareholders for any such purpose
shall be at the close of business on the day on which the board
adopts the applicable resolution or the sixtieth (60th) day
before the date of that action, whichever is later.

<PAGE>
Page 24


Section 2 - CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS
-----------------------------------------------------

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

Section 3 - CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED
-------------------------------------------------------------

The board of directors, except as otherwise provided in these
Bylaws, may authorize an officer or officers, agent or agents,
to enter into any contract or execute any instrument in the name
of and on behalf of the corporation, and this authority may be
general or confined to specific instances; and, unless so
authorized or ratified by the board of directors or within the
agency power of an officer, no officer, agent, or employee shall
have any power or authority to bind the corporation by any
contract or engagement or to pledge its credit or to render it
liable for any purpose or for any amount.

Section 4 - CERTIFICATES FOR SHARES
-----------------------------------

A certificate or certificates for shares of the capital stock of
the corporation shall be issued to each shareholder when any of
these shares are fully paid, and the board of directors may
authorize the issuance of certificates or shares as partly paid
provided that these certificates shall state the amount of the
consideration to be paid for them and the amount paid.  All
certificates shall be signed in the name of the corporation by
the chairman of the board or vice chairman of the board or the
president or vice president and by the chief financial officer
or the treasurer or any assistant treasurer or the secretary or
any assistant secretary, certifying the number of shares and the
class or series of shares owned by the shareholder.  Any or all
of the signatures on the certificate may be facsimile.  In case
any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed on a certificate shall
have ceased to be that officer, transfer agent, or registrar
before that certificate is issued, it may be issued by the
corporation with the same effect as if that person were an
officer, transfer agent, or registrar at the date of issue.

<PAGE>
Page 25


Section 5 - LOST CERTIFICATES
-----------------------------

Except as provided in this Section 5, no new certificates for
shares shall be issued to replace an old certificate unless the
latter is surrendered to the corporation and canceled at the
same time.  The board of directors may, in case any share
certificate or certificate for any other security is lost,
stolen, or destroyed, authorize the issuance of a replacement
certificate on such terms and conditions as the board may
require, including provision for indemnification of the
corporation secured by a bond or other adequate security
sufficient to protect the corporation against any claim that may
be made against it, including any expense or liability, on
account of the alleged loss, theft, or destruction of the
certificate or the issuance of the replacement certificate.


Section 6 - REPRESENTATION OF SHARES OF OTHER CORPORATIONS
----------------------------------------------------------

The chairman of the board, the president, or any vice president,
or any other person authorized by resolution of the board of
directors or by any of the foregoing designated officers, is
authorized to vote on behalf of the corporation any and all
shares of any other corporation or corporations, foreign or
domestic, standing in the name of the corporation.  The
authority granted to these officers to vote or represent on
behalf of the corporation any and all shares held by the
corporation in any other corporation or corporations may be
exercised by any of these officers in person or by any person
authorized to do so by a proxy duly executed by these officers.


Section 7 - CONSTRUCTION AND DEFINITIONS
----------------------------------------

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

<PAGE>
Page 26



ARTICLE IX

AMENDMENTS

Section 1 - AMENDMENT BY SHAREHOLDERS
-------------------------------------

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


Section 2 - AMENDMENT BY DIRECTORS
----------------------------------

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

<PAGE>