EXHIBIT 3.44

BYLAWS

PSYCHIATRIC MANAGEMENT RESOURCES, INC.

A CALIFORNIA CORPORATION

PSYCHIATRIC MANAGEMENT RESOURCES, INC.

Table of Contents

Page

ARTICLE I OFFICES .....................................................................................1

Section 1. Principal Offices............................................................................1

Section 2. Other Offices................................................................................1

ARTICLE II SHAREHOLDER MEETINGS.........................................................................1

Section 1. Place of Meetings............................................................................1

Section 2. Annual Meetings..............................................................................1

Section 3. Special Meeting..............................................................................2

Section 4. Notice of Meeting............................................................................2

Section 5. Waiver of Consent to Shareholder Meeting.....................................................3

Section 6. Adjourned Meeting and Notice Thereof.........................................................4

Section 7. Shareholders Acting Without A Meeting........................................................4

A. In General.........................................................................................4

B. Election of Directors..............................................................................4

C. Notice Requirements................................................................................4

D. Revocation of Consent..............................................................................5

Section 8. Quorum.......................................................................................5

Section 9. Voting.......................................................................................5

Section 10. Record Date for Shareholder Notice, Voting,
and Giving Consents..........................................................................6

Section 11. Proxies......................................................................................7

Section 12. Organization.................................................................................7
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Section 13. Inspectors of Election.......................................................................8

ARTICLE III DIRECTORS: MANAGEMENT........................................................................8

Section 1. Powers.......................................................................................8

Section 2. Number and Qualification of Directors........................................................9

Section 3. Election and Tenure of Office................................................................9

Section 4. Vacancies....................................................................................9

Section 5. Removal of Directors........................................................................10

Section 6. Place and Manner of Meetings................................................................10

Section 7. Annual Meeting..............................................................................10

Section 8. Other Regular Meetings......................................................................11

Section 9. Special Meetings............................................................................11

Section 10. Waiver of Notice............................................................................11

Section 11. Sole Director Provided by Articles of Incorporation.........................................11

Section 12. Directors Acting by Unanimous Written Consent...............................................12

Section 13. Quorum......................................................................................12

Section 14. Adjournment.................................................................................12

Section 15. Compensation of Directors...................................................................12

ARTICLE IV COMMITTEES..................................................................................13

Section 1. Committees of Directors.....................................................................13

Section 2. Meetings and Action of Committees...........................................................13

ARTICLE V OFFICERS....................................................................................14

Section 1. Officers....................................................................................14

Section 2. Election....................................................................................14

Section 3. Subordinate Officers........................................................................14
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Section 4. Removal and Resignation of Officers.........................................................14

Section 5. Vacancies...................................................................................15

Section 6. Chairman of the Board.......................................................................15

Section 7. President/Chief Executive Officer...........................................................15

Section 8. Vice President..............................................................................15

Section 9. Secretary...................................................................................16

Section 10. Chief Financial Officer.....................................................................16

ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER AGENTS..................................................................17

Section 1. Right to Indemnification....................................................................17

Section 2. Right of Claimant to Bring Suit.............................................................18

Section 3. Non-Exclusivity of Rights...................................................................18

Section 4. Insurance...................................................................................18

ARTICLE VII PAYMENTS OR LOANS MADE TO OFFICERS,
DIRECTORS OR OTHER EMPLOYEES................................................................19

Section 1. Authority to Loan...........................................................................19

Section 2. Reimbursement to Corporation of Amounts Disallowed
by Internal Revenue Service ................................................................19

Section 3. Duty to Enforce Payment.....................................................................19

ARTICLE VIII CORPORATE RECORDS AND REPORTS...............................................................19

Section 1. Records.....................................................................................19

Section 2. Inspection of Books and Records.............................................................20

Section 3. Certification and Inspection of Bylaws......................................................20

Section 4. Checks, Drafts, Etc.........................................................................20

Section 5. Authority to Execute Contracts..............................................................20

Section 6. Annual Report to Shareholders...............................................................20
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Section 7. Financial Statements........................................................................20

Section 8. Annual Statement of General Information.....................................................21

ARTICLE IX CERTIFICATES AND TRANSFER OF SHARES.........................................................21

Section 1. Certificates for Shares.....................................................................21

Section 2. Transfer on the Books.......................................................................22

Section 3. Lost Certificates...........................................................................22

Section 4. Transfer Agents and Registrars..............................................................22

Section 5. Closing Stock Transfer Books................................................................22

Section 6. Legend Condition............................................................................22

ARTICLE X AMENDMENTS TO BYLAWS........................................................................23

Section 1. By Shareholders.............................................................................23

Section 2. Powers of Directors.........................................................................23

Section 3. Record of Amendments........................................................................23

ARTICLE XI MISCELLANEOUS...............................................................................23

Section 1. Construction and Definitions................................................................23

Section 2. Representation of Shares of Other Corporations..............................................24

Section 3. Seal........................................................................................24
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BYLAWS

PSYCHIATRIC MANAGEMENT RESOURCES, INC.

A California Corporation

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 branch or subordinate
offices at any place or places where the Corporation is qualified to do
business.

ARTICLE II

SHAREHOLDER MEETINGS

Section 1. Place of Meetings.

All meetings of the Shareholders shall be held at the office of the
Corporation, in the State of California, or at some other appropriate and
convenient location within or outside the State of California as may be
designated for that purpose from time to time by the Board of Directors.

Section 2. Annual Meetings.

The annual meeting of the Shareholders shall be held, each year, at the
time and on the day following:

Time of Meeting: 4:00 p.m.

Date of Meeting: First Tuesday in December

or at such other date and time as may be fixed by the Board of Directors;
provided however, that such date shall not be later than fifteen (15) months
after (i) the organization of the Corporation, or (ii) the last annual meeting
of Shareholders. If this day shall be a legal holiday, then the meeting shall be
held on the next succeeding business day, at the same hour. At the annual
meeting, the Shareholders shall elect a Board of Directors, consider reports of
the affairs of the Corporation and transact such other business as may properly
be brought before the meeting.

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 ten percent (10%) of the votes at that meeting.

Upon request in writing to the Chairman of the Board, the President,
any Vice President or the Secretary by any person (other than the Board)
entitled to call a special meeting of Shareholders, the Officer forthwith shall
cause notice to be given to the Shareholders entitled to vote that a meeting
will be held at a time requested by the person or persons calling the meeting,
not less than thirty-five (35) nor more than sixty (60) days after the receipt
of the request. If the notice is not given within twenty (20) days after receipt
of the request, the person entitled to call the meeting may give the notice or
apply to the Superior Court to order such notice to be given as provided in
Section 305(c) of the Corporations Code. 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 Meeting.

Notice of meetings, annual or special, shall be given in writing not
less than ten (10) nor more than sixty (60) days before the date of the meeting,
to Shareholders entitled to vote thereat by the Secretary or the Assistant
Secretary, or if there be no such Officer, or in the case of his neglect or
refusal, by any Director or Shareholder. Such notices or any reports shall be
given personally or by mail or other means of written communication as provided
in Section 601 of the Corporations Code and shall be sent to the Shareholder's
address appearing on the books of the Corporation, or supplied by him to the
Corporation for the purpose of notice. If a Shareholder supplies no address,
notice shall be deemed to have been given to him if mailed to the place where
the principal executive office of the Corporation, in California, is situated,
or published at least once in some newspaper of general circulation in the
County of said principal office.

Such notice shall state 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, and no other business may be transacted, or (ii) 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 by the Shareholders, but, subject to
the provisions of applicable law, any proper matter may be presented at the
meeting for such action. The notice of any meeting at which Directors are to be
elected shall include the names of nominees intended at the time of the notice
to be presented by management for election.

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, (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.

Notice shall be deemed given at the time it is delivered personally or
deposited in the mail or sent by other means of written communication. The
Officer giving such notice or report shall prepare and file an affidavit or
declaration thereof in the corporate minute book.

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 reports 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 (1) year from the date of the giving of the
notice.

Section 5. Waiver of Consent to Shareholder Meeting.

The transactions of any meeting of Shareholders, however called and
noticed, shall be 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 Shareholders entitled to vote, not
present in person or by proxy, sign a written waiver of notice, or a consent to
the holding of such meeting or an 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. Attendance shall constitute a waiver of
notice, unless objection shall be made as provided in Section 60l(e) of the
Corporations Code. Provided that if action is

proposed to be taken at any meeting for approval of (i) a contract or a
transaction in which a Director has a direct or individual financial interest,
pursuant to Section 310 of the Corporations Code, (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 and dissolution other than in accordance with the rights
of outstanding preferred shares, pursuant to Section 2007 of that Code, then the
written waiver of notice shall state the general nature of that proposal, unless
there is unanimous Shareholder approval by those entitled to vote.

Section 6. Adjourned Meeting and Notice Thereof.

Any Shareholders' meeting, whether or not a quorum is present, may be
adjourned from time to time by the vote of a majority of the shares, the holders
of which are either present in person or represented by proxy thereat, but in
the absence of a quorum (except as provided in Section 8 of this Article) no
other business may be transacted at such meeting.

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 at the meeting at which such adjournment is taken; provided
however, when any Shareholders' meeting is adjourned for more than forty-five
(45) days or, if after adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given as in the case of an
original meeting.

Section 7. Shareholders Acting Without A Meeting.

A. In General. Unless otherwise provided in the
articles, 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, shall be signed by the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. All such consents
shall be filed with the Secretary of the Corporation and shall be maintained in
the corporate records.

B. Election of Directors. 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 the Directors, by the written
consent of the holders of a majority of the outstanding shares entitled to vote
for the election of Directors.

C. Notice Requirements. 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. 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, (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.

D. Revocation of Consent. Any Shareholder giving a
written consent, or the Shareholder's proxy holders, or a transferee of the
shares of a personal representative of the Shareholder or their respective proxy
holders, may revoke the consent by a writing received by the Corporation prior
to the time that written consents of the number of shares required to authorize
the proposed action have been filed with the Secretary of the Corporation, but
may not do so thereafter. Such revocation is effective upon its receipt by the
Secretary of the Corporation.

Section 8. Quorum.

The holders of a majority of the shares entitled to vote thereat,
present in person, or represented by proxy, shall be requisite and shall
constitute a quorum at all meetings of the Shareholders for the transaction of
business except as otherwise provided by law, by the articles of incorporation,
or by these Bylaws. If, however, such majority shall not be present or
represented at any meeting of the Shareholders, the Shareholders entitled to
vote thereat, present in person, or by proxy, shall have the power to adjourn
the meeting from time to time, until the requisite amount of voting shares shall
be present. At such adjourned meeting at which the requisite amount of voting
shares shall be represented, any business may be transacted which might have
been transacted at the meeting as originally notified.

If a quorum be initially present, the Shareholders may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum, if any action taken is approved by a
majority of the Shareholders required to initially constitute a quorum.

Section 9. Voting.

Subject to the provisions of Sections 702 to 704, inclusive, of the
Corporations Code (relating to voting shares held by a fiduciary, in the name of
a Corporation, or in joint ownership), only persons in whose names shares
entitled to vote stand on the stock records of the Corporation on the day fixed
by the Board of Directors for

the determination of Shareholders of record shall be entitled to vote at such
meeting.

On any matter other than election of Directors, each Shareholder may
cast one vote for each share owned of record. 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 Corporations Code or by the articles of incorporation.

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
the Shareholder thinks fit. The candidates receiving the highest number of
votes, up to the number of Directors to be elected, shall be elected.

Section 10. 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 Corporations Code.

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 day before the date of
such other action, whichever is later.

(c) The determination of Shareholders entitled to
notice of or to vote at a meeting of Shareholders shall apply to any adjournment
of the meeting unless the Board fixes a new record date for the adjourned
meeting. The Board shall fix a new record date if the meeting is adjourned for
more than forty-five (45) days from the date set forth for the original meeting.

Section 11. 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-f act. 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; 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.

Section 12. Organization.

The President, or in the absence of the President, any Vice President,
shall call the meeting of the Shareholders to order, and shall act as Chairman
of the meeting. In the absence of the President and all of the Vice Presidents,
Shareholders shall appoint a Chairman for such meeting. The Secretary of the
Corporation shall act as Secretary of all meetings of the Shareholders, but in
the absence of the Secretary at any meeting of the Shareholders, the presiding
Officer may appoint any person to act as Secretary of the meeting.

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.

The duties of such inspectors shall be as prescribed by Section 707(b)
of the Corporations Code 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 doing such acts as may be proper to conduct the
election or vote with fairness to all Shareholders. If there are three (3)
inspectors of election, the decision, act, or certificate of a majority is
effective in all respects as the decision, act, or certificate of all.

ARTICLE III

DIRECTORS: MANAGEMENT

Section 1. Powers.

Subject to the provisions of the Corporations Code, 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.

Each Director shall exercise such powers and otherwise perform such
duties in good faith, in the manner such Director believes to be in the best
interests of the Corporation, and with such care, including reasonable inquiry,
using ordinary prudence, as a person in a like position would use under similar
circumstances, in accordance with Section 309 of the Corporations Code.

Section 2. Number and Qualification of Directors.

The authorized number of Directors shall be three (3) until changed by
a duly adopted amendment to this bylaw adopted by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote; provided
however, that an amendment reducing the number of Directors to a number less
than five (5) cannot be adopted if the votes cast against its adoption at a
meeting, or the shares not consenting in the case of action by written consent,
are equal to more than sixteen and two-thirds percent (16-2/3%) of the
outstanding shares entitled to vote.

If such authorized number is less than three (3) and if at any time
hereafter the number of Shareholders increases, the Shareholders shall amend
this Section 2 of Article III of the Bylaws to increase the number of Directors
herein authorized as required by Section 212(a) of the Corporations Code, which
provides that the Board of Directors shall consist of at least one (1) Director
if the Corporation has only one (1) Shareholder, at least two (2) Directors if
the Corporation has only two (2) Shareholders, and at least three (3) Directors
if the Corporation has three (3) or more Shareholders. The number of Directors
herein provided may be changed by amendment adopted by the vote or written
assent of Shareholders entitled to' exercise a majority of the voting power.
Directors shall be Shareholders of the Corporation.

Section 3. Election and Tenure of Office.

The Directors shall be elected by ballot at the annual meeting of the
Shareholders, to serve for one (1) year or until their successors are elected
and have qualified. Their term of office shall begin immediately after election.

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.

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 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 other than to fill a vacancy created by removal, 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 a 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. Removal of Directors.

The entire Board of Directors or any individual Director may be removed
from office as provided by Sections 302, 303, and 304 of the Corporations Code
of the State of California. In such case, the remaining Board members may elect
a successor Director to fill such vacancy for the remaining unexpired term of
the Director so removed.

Section 6. Place and Manner of Meetings.

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 7. 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.

Section 8. 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 resolution of the Board
of Directors. Such regular meetings may be held without notice.

Section 9. 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 (2) Directors, or by one (1) Director
if only one is provided.

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 10. Waiver of Notice.

When all of the Directors are present at any Directors' meeting,
however called or noticed, and either (i) sign a written consent thereto on the
records of such meeting, or, (ii) if a majority of the Directors are present and
if those not present sign a waiver of notice of such meeting or a consent to
holding the meeting or an approval of the minutes thereof, whether prior to or
after the holding of such meeting, which said waiver, consent or approval shall
be filed with the corporate records or made a part of the minutes of the meeting
held pursuant thereto, or, (iii) if a Director attends a meeting without notice
but without protesting, prior thereto or at its commencement, the lack of notice
to him, then the transactions thereof are as valid as if had at a meeting
regularly called and noticed.

Section 11. Sole Director Provided by Articles of Incorporation.

In the event only one (1) Director is required by the Bylaws or
articles of incorporation, then any reference herein to notices, waivers,
consents, meetings or other actions by a majority or quorum of the Directors
shall be deemed to refer to such notice, waiver, etc., by such sole Director,
who shall have all the rights and

duties and shall be entitled to exercise all of the powers and shall assume all
the responsibilities otherwise herein described as given to a board of
directors.

Section 12. Directors Acting by Unanimous Written Consent.

Any action required or permitted to be taken by the Board of Directors
may be taken without a meeting and with the same force and effect as if taken by
a unanimous vote of Directors, if authorized by a writing signed individually or
collectively by all members of the Board. Such consent shall be filed with the
regular minutes of the Board.

Section 13. 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
14 of this Article III; provided however, that such quorum may not be less than
two (2) Directors unless the authorized number of Directors is one (1), in which
case one (1) Director constitutes a quorum. 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 (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.

Section 14. Adjournment.

A majority of the Directors present, whether or not a quorum is
present, may adjourn any Directors' 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 be fixed at the meeting adjourned. If the
meeting is adjourned for more than twenty-four (24) hours, notice of any
adjournment to another time or place shall be given prior to the time of the
adjourned meeting to the Directors who were not present at the time of the
adjournment.

Section 15. Compensation of Directors.

Directors, as such, shall not receive any stated salary for their
services, but by resolution of the Board a fixed sum and expense of attendance,
if any, may be allowed for attendance at each regular and special meeting of the
Board; provided that nothing herein contained shall be construed to preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefor.

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 (1) or more committees, each
consisting of two (2) or more Directors, to serve at the pleasure of the Board.
The Board may also, by resolution adopted by a majority of the authorized number
of Directors, designate one (1) 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
Corporations Code, also requires Shareholders' approval or approval of the
outstanding shares;

(b) The filling of vacancies on the Board of
Directors or in 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 6 (Place and Manner of Meetings), 8 (Other Regular Meetings), 9
(Special Meetings), 10 (Waiver of Notice), 12 (Directors Acting by Unanimous
Written Consent), 13 (Quorum), and 14 (Adjournment), 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, or Chief
Executive Officer, 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, one (1) or more Vice Presidents, one (1) or more Assistant Secretaries,
one (1) or more Assistant Treasurers, and such other Officers as may be
appointed in accordance with the provisions of Section 3 of this Article V. Any
number of offices may be held by the same person.

Section 2. Election.

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 of Directors, and each shall hold
his office until he shall resign or shall be removed or otherwise disqualified
to serve, or his successor shall be elected and qualified.

Section 3. Subordinate Officers.

The Board of Directors may appoint, and may empower the President to
appoint, such other Officers as the business of the Corporation may require,
each of whom shall hold office for such period, have such authority and perform
such duties as are provided in the Bylaws or as the Board of Directors may from
time to time determine.

Section 4. Removal and Resignation 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.

A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
the Bylaws for regular appointments 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 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 President, the
Chairman of the Board shall in addition 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. President/Chief Executive Officer.

Subject to such supervisory powers, if any, as may be given by the
Board of Directors to the Chairman of the Board, if there be such an Officer,
the President or Chief Executive Officer shall be the Chief Executive Officer of
the Corporation and shall, subject to the control of the Board of Directors,
have general supervision, direction and control of the business and Officers of
the Corporation. He 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 of Directors. He shall be ex officio a member of all the standing
committees, including the executive committee, if any, and 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
be prescribed by the Board of Directors or the Bylaws.

Section 8. Vice President.

In the absence or disability of the President, the Vice Presidents, in
order of their rank as fixed by the Board of Directors, or if not ranked, the
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.

Section 9. Secretary.

The Secretary shall keep or cause to be kept, at the principal
executive office and such other place as the Board may order, a book of minutes
of all meetings of Shareholders, the Board, and its committees, with the time
and place of holding, whether regular or special, and, if special, how
authorized, the notice thereof given, the names of those present at Board and
committee meetings, the number of shares present or represented at Shareholders'
meetings, and the proceedings thereof. The Secretary shall keep, or cause to be
kept, a copy of the Bylaws of the Corporation at the principal executive office
or business office in accordance with Section 213 of the Corporations Code.

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, if one be appointed, a share register, or a duplicate share register,
showing the names of the Shareholders and their addresses, the number and
classes of shares held by each, the number and date of certificates issued for
the same, and the number and date of cancellation of every certificate
surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all the
meetings of the Shareholders and of the Board and of any committees thereof
required by these Bylaws or by law to be given, shall keep the seal of the
Corporation in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board.

Section 10. Chief Financial Officer.

This Officer shall keep and maintain, or cause to be kept and
maintained in accordance with generally accepted accounting principles, adequate
and correct accounts of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, earnings (or surplus) and shares. The
books of account shall at all reasonable 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 by the Bylaws.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES AND OTHER AGENTS

Section 1. Right to Indemnification.

The Corporation shall, to the maximum extent permitted under the
existing or as hereafter amended Corporations Code, and in excess of that
otherwise expressly permitted by Section 317 of the Corporations Code, indemnify
and hold harmless each of its agents and their successors, heirs, and assigns
against any and all personal liability, expenses, judgments, fines, settlements
and other amounts (including attorneys' fees) actually and reasonably incurred
by the agent in connection with any actual, threatened, or alleged dispute,
claim, action, or proceeding, whether civil, criminal, or administrative,
arising by reason of the fact any such person is or was an agent of the
Corporation; subject only to the limitation set forth in Section 204(a)11 of the
Corporations Code that an agent of the Corporation shall be neither indemnified
nor held harmless for any acts or omissions or transactions from which a
director may not be relieved of liability as set forth in Section 204(a)10 of
the Corporations Code, or as to circumstances in which indemnity is expressly
prohibited by Section 317 of the Corporations Code.

Except as provided in Section 2 of this Article VI with respect to
proceedings seeking to enforce rights to indemnification, the Corporation shall
indemnify any such agent seeking indemnification in connection with a proceeding
(or part thereof) initiated by such agent only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation. The right
to indemnification conferred in this Article VI shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the Corporations Code so requires, the payment of such
expenses incurred by an agent in such agent's capacity as an agent in advance of
the final disposition of a proceeding, shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such agent, to repay all
amounts so advanced if it shall ultimately be determined that such agent is not
entitled to be indemnified under this Article VI or otherwise.

For purposes of this Article VI, 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 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.

Section 2. Right of Claimant to Bring Suit.

If a claim under Section 1 of this Article VI is not paid in full by
the Corporation within ninety (90) days after a written claim has been received
by the Corporation, the claimant may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claims and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the
Corporations Code for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its board of directors,
independent legal counsel, or its shareholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because the claimant has met the applicable standard
of conduct set forth in the Corporations Code, nor an actual determination by
the Corporation (including its board of directors, independent legal counsel, or
its shareholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

Section 3. Non-Exclusivity of Rights.

The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Article shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the articles of incorporation,
by-law, agreement, vote of shareholders or disinterested directors, opinion of
independent legal counsel, or otherwise. The rights to indemnity set forth in
this Article VI 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 such person.

Section 4. Insurance.

In order to meet any of its obligations under this Section the
Corporation may purchase and maintain insurance on behalf of any agent of the
Corporation against any liability asserted against or incurred by the agent in
such capacity or arising out of the agent's status as such whether or not this
Corporation would have the power to indemnify the agent against that liability
under the provisions of this Article.

ARTICLE VII

PAYMENTS OR LOANS MADE TO
OFFICERS, DIRECTORS OR OTHER EMPLOYEES

Section 1. Authority to Loan.

The Corporation shall not authorize any loan of money or property to or
guarantee the obligation of any Officer, Director or employee of the Corporation
except in accordance with the provisions of Section 315 of the Corporations
Code. Any transaction which does not meet the requirements of Section 315 shall
be subject to Section 316 of the Corporations Code.

Section 2. Reimbursement to Corporation of Amounts Disallowed by
Internal Revenue Service.

Any payments heretofore or hereafter made to or for a Shareholder,
Director, Officer or other employee of the Corporation such as salary,
commission, bonus, interest, rent, loans, advances, entertainment expense
incurred by him, or any other expenses deemed personal rather than corporate,
which shall be disallowed in whole or in part as a deductible expense by the
Internal Revenue Service or Franchise Tax Board, shall be reimbursed by such
person to the Corporation to the full extent of such disallowance.

Section 3. Duty to Enforce Payment.

It shall be the duty of the Directors, as a Board, to enforce payment
of each such amount loaned or disallowed. In lieu of payment by such person,
subject to the determination of the Directors, proportionate amounts may be
withheld from his future compensation payments until the amount owed to the
Corporation has been recovered.

ARTICLE VIII

CORPORATE RECORDS AND REPORTS

Section 1. Records.

The Corporation shall maintain, in accordance with generally accepted
accounting principles, adequate and correct accounts, books and records of its
business and properties and shall maintain minutes of the proceedings of the
Shareholders and the Board of Directors. All of such books, records and accounts
shall be kept at its principal executive office in the State of California, as
fixed by the Board of Directors from time to time.

Section 2. Inspection of Books and Records.

All books and records provided for in Section 1500 of the Corporations
Code shall be open to inspection of the Directors and Shareholders from time to
time and in the manner provided in Sections 1600 through 1602 of that Code.

Section 3. Certification and Inspection of Bylaws.

The original or a copy of these Bylaws, as amended or otherwise altered
to date, certified by the Secretary, shall be kept at the Corporation's
principal executive office and shall be open to inspection by the Shareholders
of the Corporation, at all reasonable times during office hours, as provided in
Section 213 of the Corporations Code.

Section 4. Checks, Drafts, Etc.

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

Section 5. Authority to Execute Contracts.

The Board of Directors, except as in the Bylaws otherwise provided, may
authorize any Officer or Officers, agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of the Corporation. Such
authority may be general or confined to specific instances. Unless so authorized
by the Board of Directors, no Officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or agreement, or to pledge its
credit, or to render it liable for any purpose or to any amount, except as
provided in Section 313 of the Corporations Code.

Section 6. Annual Report to Shareholders.

The annual report to Shareholders referred to in Section 1501 of the
Corporations Code is expressly dispensed with, but nothing herein shall be
interpreted as prohibiting the Board of Directors from issuing annual or other
periodic reports to the Shareholders of the Corporation as they consider
appropriate.

Section 7. 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.

The Shareholders shall have such rights to review the financial
statements of the Corporation at the principal executive office of the
Corporation at reasonable times or to receive a copy of such statements, as
provided in Section 1501(c) through (e) of the Corporations Code.

The quarterly income statements 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.

Section 8. Annual Statement of General Information.

Within ninety (90) days after the date of incorporation and annually
thereafter, the Officers of this Corporation shall prepare and file with the
California Secretary of State a statement setting forth the information as
requested by and in compliance with Section 1502 of the Corporations Code.

ARTICLE IX

CERTIFICATES AND TRANSFER OF SHARES

Section 1. Certificates for Shares.

Certificates for shares shall be of such form and device as the Board
of Directors may designate and shall state the name of the record holder of the
shares represented thereby; its number; date of issuance; the number of shares
for which it is issued; and shall state in a conspicuous manner, the rights,
privileges and restrictions, if any; provisions for redemption or conversion, if
any; liens or restrictions upon transfer or voting, if any; and if the shares
are assessable or, if assessments are collectible by personal action.

Every certificate for shares must be signed by the President or a Vice
President and the Secretary or an Assistant Secretary or must be authenticated
by facsimiles of the signatures of the President and Secretary or by a facsimile
of the signature of its President and the written signature of its Secretary or
an Assistant Secretary. Before it becomes effective every certificate for shares
authenticated by a facsimile of a signature must be countersigned by a transfer
agent or transfer clerk and must be registered by an incorporated bank or trust
company, either domestic or foreign, as registrar of transfers.

Certificates for shares may be issued prior to full payment under such
restrictions and for such purposes as the Board may provide; provided however,
that on any certificate issued to represent any partly paid shares, the total
amount of the consideration to be paid therefor and the amount paid thereon
shall be stated.

Section 2. Transfer on the Books.

Upon surrender to the Secretary or transfer agent of the Corporation of
a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

Section 3. Lost Certificates.

Except as provided in this Section, 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 4. Transfer Agents and Registrars.

The Board of Directors may appoint one (1) or more transfer agents or
transfer clerks, and one or more registrars, which shall be an incorporated bank
or trust company, either domestic or foreign, who shall be appointed at such
times and places as the requirements of the Corporation may necessitate and the
Board of Directors may designate.

Section 5. Closing Stock Transfer Books.

In order that the Corporation may determine the Shareholders entitled
to notice of any meeting or to vote or 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, the Board may fix, in
advance, a record date, in accordance with Section 10 of Article II of these
Bylaws.

Section 6. Legend Condition.

In the event any shares of this Corporation are issued pursuant to a
permit or exemption therefrom requiring the imposition of a legend condition the
person or

persons issuing or transferring said shares shall make sure said legend appears
on the certificate and on the stub relating thereto in the stock record book and
shall not be required to transfer any shares free of such legend unless an
amendment to such permit or a new permit be first issued so authorizing such a
deletion.

ARTICLE X

AMENDMENTS TO BYLAWS

Section 1. By Shareholders.

New Bylaws may be adopted or these Bylaws may be repealed or amended at
the annual meeting, or at any other meeting of the Shareholders called for that
purpose, by a vote of Shareholders entitled to exercise a majority of the voting
power of the Corporation, or by written assent of such Shareholders.

Section 2. Powers of Directors.

Subject to the right of the Shareholders to adopt, amend or repeal
Bylaws, as provided in Section 1 of this Article X, and the limitations of
Section 204(a)(5) and Section 212, the Board of Directors may adopt, amend or
repeal any of these Bylaws other than a bylaw or amendment thereof changing the
authorized number of Directors.

Section 3. Record of Amendments.

Whenever an amendment or new bylaw is adopted, it shall be copied in
the book of Bylaws with the original Bylaws, in the appropriate place. If any
bylaw is repealed, the fact of repeal with the date of the meeting at which the
repeal was enacted or written assent was filed shall be stated in said book.

ARTICLE XI

MISCELLANEOUS

Section 1. Construction and Definitions.

Unless the context otherwise requires, the general provisions, rules of
construction, and definitions contained in the General Provisions of the
California Corporations Code and in the Corporations Code 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.

Section 2. Representation of Shares of Other Corporations.

The President, Chairman of the Board, or any other Officer or Officers
authorized by the Board or the President are each authorized to vote, represent,
and exercise on behalf of the Corporation all rights incident to any and all
shares of any other Corporation or corporations standing in the name of the
Corporation. The authority herein granted may be exercised either by any such
Officer in person or by any other person authorized so to do by proxy or power
of attorney duly executed by said Officer.

Section 3. Seal.

The corporate seal shall be circular in form, and shall have inscribed
thereon the name of the Corporation, the date of its incorporation, and the word
"California".