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EXHIBIT 3.2

AMENDED AND RESTATED BYLAWS

INTERNATIONAL AIRCRAFT INVESTORS

(a California corporation)

TABLE OF CONTENTS

Page

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

SECTION 1. PRINCIPAL EXECUTIVE OFFICE.................................. 1

SECTION 2. OTHER OFFICES............................................... 1

ARTICLE II. SHAREHOLDERS.................................................................. 1

SECTION 1. PLACE OF MEETINGS........................................... 1

SECTION 2. ANNUAL MEETINGS............................................. 1

SECTION 3. SPECIAL MEETINGS............................................ 1

SECTION 4. NOTICE OF ANNUAL OR SPECIAL
MEETINGS.................................................... 2

SECTION 5. QUORUM...................................................... 3

SECTION 6. ADJOURNED MEETINGS AND NOTICE
THEREOF..................................................... 3

SECTION 7. VOTING...................................................... 4

SECTION 8. RECORD DATE................................................. 6

SECTION 9. CONSENT OF ABSENTEES........................................ 6

SECTION 10. ACTION WITHOUT MEETING...................................... 7

SECTION 11. PROXIES..................................................... 7

SECTION 12. INSPECTORS OF ELECTION...................................... 7

SECTION 13. CONDUCT OF MEETING.......................................... 8

SECTION 14. NOMINATION OF DIRECTORS..................................... 8

ARTICLE III. DIRECTORS..................................................................... 9

SECTION 1. POWERS...................................................... 9

SECTION 2. NUMBER OF DIRECTORS......................................... 10

SECTION 3. ELECTION AND TERM OF OFFICE................................. 10

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SECTION 4. VACANCIES................................................... 10

SECTION 5. PLACE OF MEETING............................................ 11

SECTION 6. REGULAR MEETINGS............................................ 11

SECTION 7. SPECIAL MEETINGS............................................ 11

SECTION 8. QUORUM...................................................... 12

SECTION 9. PARTICIPATION IN MEETINGS BY
CONFERENCE TELEPHONE........................................ 12

SECTION 10. WAIVER OF NOTICE............................................ 12

SECTION 11. ADJOURNMENT................................................. 12

SECTION 12. FEES AND COMPENSATION....................................... 13

SECTION 13. ACTION WITHOUT MEETING...................................... 13

SECTION 14. RIGHTS OF INSPECTION........................................ 13

SECTION 15. COMMITTEES.................................................. 13

ARTICLE IV. OFFICERS...................................................................... 14

SECTION 1. OFFICERS.................................................... 14

SECTION 2. ELECTION.................................................... 14

SECTION 3. SUBORDINATE OFFICERS........................................ 14

SECTION 4. REMOVAL AND RESIGNATION..................................... 14

SECTION 5. VACANCIES................................................... 15

SECTION 6. CHAIRMAN OF THE BOARD....................................... 15

SECTION 7. PRESIDENT................................................... 15

SECTION 8. VICE PRESIDENTS............................................. 15

SECTION 9. SECRETARY................................................... 15

SECTION 10. CHIEF FINANCIAL OFFICER..................................... 16

SECTION 11. COMPENSATION................................................ 16

ARTICLE V. INDEMNIFICATION................................................................ 17

SECTION 1. INDEMNIFICATION OF OFFICERS
AND DIRECTORS............................................... 17

SECTION 2. INDEMNIFICATION OF EMPLOYEES
AND AGENTS.................................................. 18

SECTION 3. RIGHT OF DIRECTORS AND OFFICERS TO
BRING SUIT.................................................. 18

SECTION 4. SUCCESSFUL DEFENSE.......................................... 18

SECTION 5. INDEMNITY AGREEMENTS........................................ 19

SECTION 6. SUBROGATION................................................. 19

SECTION 7. NONEXCLUSIVITY OF RIGHTS.................................... 19

SECTION 8. INSURANCE................................................... 19

SECTION 9. EXPENSES AS A WITNESS....................................... 19

SECTION 10. NONAPPLICABILITY TO
FIDUCIARIES OF EMPLOYEE
BENEFIT PLANS............................................... 19

SECTION 11. SEPARABILITY................................................ 19

SECTION 12. EFFECT OF REPEAL OR
MODIFICATION................................................ 20

ARTICLE VI. OTHER PROVISIONS...................................................... 20

SECTION 1. INSPECTION OF CORPORATE
RECORDS..................................................... 20

SECTION 2. INSPECTION OF BYLAWS........................................ 21

SECTION 3. ENDORSEMENT OF DOCUMENTS;
CONTRACTS................................................... 21

SECTION 4. CERTIFICATES OF STOCK....................................... 21

SECTION 5. REPRESENTATION OF SHARES OF
OTHER CORPORATIONS.......................................... 22

SECTION 6. STOCK PURCHASE PLANS........................................ 22

SECTION 7. CONSTRUCTION AND DEFINITIONS................................ 23

SECTION 8. AMENDMENTS.................................................. 23

SECTION 9. ANNUAL REPORT TO SHAREHOLDERS............................... 23

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AMENDED AND RESTATED BYLAWS

for the regulation, except
as otherwise provided by statute or
its Articles of Incorporation,

INTERNATIONAL AIRCRAFT INVESTORS
(a California corporation)

The Bylaws of International Aircraft Investors are hereby
amended and restated in their entirety to read as follows:

ARTICLE I. OFFICES

SECTION 1. PRINCIPAL EXECUTIVE OFFICE. The corpo ration's principal
executive office shall be fixed and located at such place as the Board of
Directors (herein called the "Board") shall determine. The Board is granted full
power and authority to change said principal executive office from one location
to another.

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

ARTICLE II. SHAREHOLDERS

SECTION 1. PLACE OF MEETINGS. Meetings of share holders shall be
held either at the principal executive office of the corporation or at any other
place within or without the State of California which may be designated either
by the Board or by the written consent of all persons entitled to vote thereat,
given either before or after the meeting and filed with the Secretary.

SECTION 2. ANNUAL MEETINGS. The annual meetings of shareholders
shall be held on such date and at such time as may be fixed by the Board. At
such meetings, directors shall be elected and any other proper business may be
transacted.

SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders
may be called at any time by the Board, the Chairman of the Board, the
President, or by the holders of shares entitled to cast not less than ten
percent of the votes at such 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 nor more than sixty days after the receipt of the request. If
the notice is not given within twenty days after receipt of the request, the
persons entitled to call the meeting may give the notice.

SECTION 4. NOTICE OF ANNUAL OR SPECIAL MEETINGS. Written notice of
each annual or special meeting of shareholders shall be given not less than ten
nor more than sixty days before the date of the meeting to each shareholder
entitled to vote thereat. 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 businesses 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. To be properly brought before an
annual meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board, (b) otherwise
properly brought before the meeting by or at the direction of the Board, or (c)
otherwise properly brought before the meeting by a shareholder. For business to
be properly brought before an annual meeting by a shareholder, the shareholder
must have given timely notice thereof in writing to the Secretary of the
corporation. To be timely, a shareholder's notice must be delivered to or mailed
and received at the principal executive offices of the corporation, not less
than 60 days nor more than 90 days prior to the anniversary date of the
immediately preceding annual meeting of shareholders; provided, however, that in
the event that the annual meeting is called for a date that is not within 30
days before or after such anniversary date, notice by the shareholder to be
timely must be so received not later than the close of business on the 15th day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. A shareholder's notice to the
Secretary shall set forth as to each matter the shareholder proposes to bring
before the annual meeting (a) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (b) the name and address, as they appear on the
corporation's books, of the shareholder proposing such business, (c) the class
and number of shares of the corporation which are beneficially owned by the
shareholder, and (d) any material interest of the shareholder in such business.
Notwithstanding anything in the Bylaws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set
forth in this Section 4. The Chairman of the annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting and in accordance with the provisions of this Section
4, and if he should so determine, he shall so declare to the meeting and any

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such business not properly brought before the meeting shall not be transacted.

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.

Notice of a shareholders' meeting shall be given either personally
or by first-class mail or, if the corporation has outstanding shares held of
record by 500 or more persons on the record date for the meeting, notice may be
given by third-class mail, or by other means of written communication, addressed
to the shareholder at the address of such shareholder appearing on the books of
the corporation or given by the shareholder to the corporation for the purpose
of notice, or, if no such address appears or is given, at the place where the
principal executive office of the corporation is located or by publication at
least once in a newspaper of general circulation in the county in which the
principal executive office is located. Notice by mail shall be deemed to have
been given at the time a written notice is deposited in the United States mails,
postage prepaid. Any other written notice shall be deemed to have been given at
the time it is personally delivered to the recipient or is delivered to a common
carrier for transmission, or actually transmitted by the person giving the
notice by electronic means, to the recipient.

SECTION 5. QUORUM. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders. If a quorum is present, the affirmative vote of a majority of the
shares represented and voting at the meeting (which shares voting affirmatively
also constitute at least a majority of the required quorum) shall be the act of
the shareholders, unless the vote of a greater number or voting by classes is
required by law or by the Articles, except as provided in the following
sentence. The shareholders 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.

SECTION 6. ADJOURNED MEETINGS 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 represented either in person or by
proxy, but in the absence of a quorum (except as provided in Section 5 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 45 days or,
if after adjournment a new record date is fixed for the adjourned

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meeting, notice of the adjourned meeting shall be given as in the case of an
original meeting.

SECTION 7. VOTING. The shareholders entitled to notice of any
meeting or to vote at any such meeting shall be only persons in whose name
shares stand on the stock records of the corporation on the record date
determined in accordance with Section 8 of this Article.

The election of directors by the shareholders shall not be by
cumulative voting. At each election of directors, each shareholder entitled to
vote may vote all the shares held by that shareholder for each of the several
nominees for director up to the number of directors to be elected. The
shareholder may not cast more votes for any single nominee than the number of
shares held by that shareholder. This paragraph shall become effective only when
the corporation becomes a "listed corporation" within the meaning of Section
301.5(d) of the California General Corporation Law.

Elections need not be by ballot; provided, however, that all
elections for directors must be by ballot upon demand made by a shareholder at
the meeting and before the voting begins.

In any election of directors, the candidates receiving the highest
number of votes of the shares entitled to be voted for them up to the number of
directors to be elected by such shares are elected.

Voting shall in all cases be subject to the provisions of Chapter 7
of the California General Corporation Law, and to the following provisions:

(a) Subject to clause (g), shares held by an administrator,
executor, guardian, conservator or custodian may be voted by such holder either
in person or by proxy, without a transfer of such shares into the holder's name;
and shares standing in the name of a trustee may be voted by the trustee, either
in person or by proxy, but no trustee shall be entitled to vote shares held by
such trustee without a transfer of such shares into the trustee's name.

(b) Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into the receiver's name if authority
to do so is contained in the order of the court by which such receiver was
appointed.

(c) Subject to the provisions of Section 705 of the California
General Corporation Law and except where otherwise agreed in writing between the
parties, a shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and

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thereafter the pledgee shall be entitled to vote the shares so transferred.

(d) Shares standing in the name of a minor may be voted and the
corporation may treat all rights incident thereto as exercisable by the minor,
in person or by proxy, whether or not the corporation has notice, actual or
constructive, of the nonage, unless a guardian of the minor's property has been
appointed and written notice of such appointment given to the corporation.

(e) Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent or proxyholder as the bylaws of
such other corporation may prescribe or, in the absence of such provision, as
the Board of Directors of such other corporation may determine or, in the
absence of such determination, by the chairman of the board, president or any
vice president of such other corporation, or by any other person authorized to
do so by the chairman of the board, president or any vice president of such
other corporation. Shares which are purported to be voted or any proxy purported
to be executed in the name of a corporation (whether or not any title of the
person signing is indicated) shall be presumed to be voted or the proxy executed
in accordance with the provisions of this clause, unless the contrary is shown.

(f) Shares of the corporation owned by its subsidiary shall not be
entitled to vote on any matter.

(g) Shares held by the corporation in a fiduciary capacity, and
shares of the issuing corporation held in a fiduciary capacity by any
subsidiary, shall not be entitled to vote on any matter, except to the extent
that the settlor or beneficial owner possesses and exercises a right to vote or
to give the corporation binding instructions as to how to vote such shares.

(h) If shares stand of record in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
husband and wife as community property, tenants by the entirety, voting
trustees, persons entitled to vote under a shareholder voting agreement or
otherwise, or if two or more persons (including proxyholders) have the same
fiduciary relationship respecting the same shares, unless the secretary of the
corporation is given written notice to the contrary and is furnished with a copy
of the instrument or order appointing them or creating the relationship wherein
it is so provided, their acts with respect to voting shall have the following
effect:

(i) If only one votes, such act binds all;

(ii) If more than one vote, the act of the majority so
voting binds all;

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(iii) If more than one vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionately.

If the instrument so filed or the registration of the shares shows that any such
tenancy is held in unequal interests, a majority or even split for the purpose
of this section shall be a majority or even split in interest.

SECTION 8. RECORD DATE. The Board may fix, in advance, a record date
for the determination of the shareholders entitled to notice of any meeting or
to vote or entitled to receive payment of any dividend or other distribution, or
any allotment of rights, or to exercise rights in respect of any other lawful
action. The record date so fixed shall be not more than 60 days nor less than 10
days prior to the date of the meeting nor more than 60 days prior to any other
action. When a record date is so fixed, only shareholders of record on that date
are entitled to notice of and to vote at the meeting or to receive the dividend,
distribution, or allotment or rights, or to exercise of the rights, as the case
may be, notwithstanding any transfer of shares on the books of the corporation
after the record date. A determination of shareholders of record entitled to
notice of or to vote at a meeting of shareholders shall apply to any adjournment
of the meeting unless the Board 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 days.

If no record date is fixed by the Board, 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. The record date for determining shareholders for any purpose other than
set forth in this Section 8 or Section 10 of this Article shall be at the close
of business on the day on which the Board adopts the resolution relating
thereto, or the sixtieth day prior to the date of such other action, whichever
is later.

SECTION 9. CONSENT OF ABSENTEES. The transactions of any meeting of
shareholders, however called and noticed, and wherever held, are as valid as
though had at a meeting duly held after regular call and notice, if a quorum is
present either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote, not present in person or by
proxy, signs a written waiver of notice, or a consent to the holding of the
meeting or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Attendance of a person at a meeting shall constitute a
waiver of notice of and presence at such meeting, except when the person
objects, at the beginning of the meeting, to the transaction of

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any business because the meeting is not lawfully called or convened and except
that attendance at a meeting is not a waiver of any right to object to the
consideration of matters required by the California General Corporation
Law to be included in the notice but not so included, if such objection is
expressly made at the meeting. Neither the business to be transacted at nor the
purpose of any regular or special meeting of shareholders need be specified in
any written waiver of notice, consent to the holding of the meeting or approval
of the minutes thereof, except as provided in Section 601(f) of the California
General Corporation Law.

SECTION 10. ACTION WITHOUT MEETING. Any action required or permitted
to be taken by the shareholders of the corporation must be effected at an annual
or special meeting of shareholders of the corporation and may not be effected by
any consent in writing of such shareholders.

SECTION 11. PROXIES. Every person entitled to vote shares has the
right to do so either in person or by one or more persons authorized by a
written proxy executed by such shareholder and filed with the Secretary with
respect to such shares. Any proxy duly executed is not revoked and continues in
full force and effect until revoked by the person executing it prior to the vote
pursuant thereto. Such revocation may be effected either, (i) by a writing
delivered to the Secretary of the Corporation stating that the proxy is revoked,
(ii) or by a subsequent proxy executed by the person executing the prior proxy
and presented to the meeting, or (iii) by attendance at the meeting and voting
in person by the person executing the proxy; provided, however, that no proxy
shall be valid after the expiration of eleven months from the date of its
execution unless otherwise provided in the proxy.

SECTION 12. INSPECTORS OF ELECTION. In advance of any meeting of
shareholders, the Board may appoint inspectors of election to act at such
meeting and any adjournment thereof. If inspectors of election be not so
appointed, or if any persons so appointed fail to appear or refuse to act, the
chairman of any such meeting may, and on the request of any shareholder or
shareholder's proxy shall, make such appointment at the meeting. The number of
inspectors shall be either one or three. If appointed at a meeting on the
request of one or more shareholders or proxies, the majority of shares present
shall determine whether one or three inspectors are to be appointed.

The duties of such inspectors shall be as prescribed by Section
707(b) of the California General Corporation Law and shall include: determining
the number of shares outstanding and the voting power of each; determining the
shares represented at the meeting; determining the existence of a quorum;
determining 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

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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 inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or certificate of
all.

SECTION 13. CONDUCT OF MEETING. The President shall preside as
chairman at all meetings of the shareholders. The chairman shall conduct each
such meeting in a businesslike and fair manner, but shall not be obligated to
follow any technical, formal or parliamentary rules or principles of procedure.
The chairman's rulings on procedural matters shall be conclusive and binding on
all shareholders, unless at the time of a ruling a request for a vote is made to
the shareholders holding shares entitled to vote and which are represented in
person or by proxy at the meeting, in which case the decision of a majority of
such shares shall be conclusive and binding on all shareholders. Without
limiting the generality of the foregoing, the chairman shall have all of the
powers usually vested in the chairman of a meeting of shareholders.

SECTION 14. NOMINATION OF DIRECTORS. Only persons who are nominated
in accordance with the procedures set forth in this Section 14 shall be eligible
for election as directors. Nominations of persons for election to the Board of
the corporation may be made at a meeting of shareholders by or at the direction
of the Board or by any shareholder of the corporation entitled to vote for the
election of directors at the meeting who complies with the notice procedures set
forth in this Section 14. Such nominations, other than those made by or at the
direction of the Board, shall be made pursuant to timely notice in writing to
the Secretary of the corporation. To be timely, a shareholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
corporation not less than 60 days nor more than 90 days prior to the anniversary
date of the immediately preceding annual meeting of shareholders; provided,
however, that in the event that the annual meeting is called for a date that is
not within 30 days before or after such anniversary date, notice by the
shareholder to be timely must be so received not later than the close of
business on the 15th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. Such shareholder's
notice shall set forth (a) as to each person whom the shareholder proposes to
nominate for election or re-election as a director, (i) the name, age, business
address and residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of the
corporation which are beneficially owned by such person and (iv) any other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as

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amended (including without limitation such persons' written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected); and (b) as to the shareholder giving the notice (i) the name and
address, as they appear on the corporation's books, of such shareholder and (ii)
the class and number of shares of the corporation which are beneficially owned
by such shareholder. At the request of the Board any person nominated by the
Board for election as a director shall furnish to the Secretary of the
corporation that information required to be set forth in a shareholder's notice
of nomination which pertains to the nominee. No person shall be eligible for
election as a director of the corporation unless nominated in accordance with
the procedures set forth in this Section 14. The Chairman of the meeting shall,
if the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the procedures prescribed by the Bylaws, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

ARTICLE III. DIRECTORS

SECTION 1. POWERS. Subject to limitations of the Articles, of these
Bylaws and of the California General Corporation Law 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. The Board may delegate the
management of the day-to-day operation of the business of the corporation to a
management company or other person provided that the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised under
the ultimate direction of the Board. Without prejudice to such general powers,
but subject to the same limitations, it is hereby expressly declared that the
Board shall have the following powers in addition to the other powers enumerated
in these Bylaws:

(a) To select and remove all the other officers, agents and
employees of the corporation, prescribe the powers and duties for them as may
not be inconsistent with law, the Articles or these Bylaws, fix their
compensation and require from them security for faithful service.

(b) To conduct, manage and control the affairs and business of the
corporation and to make such rules and regu lations therefor not inconsistent
with law, the Articles or these Bylaws, as they may deem best.

(c) To adopt, make and use a corporate seal, and to prescribe the
forms of certificates of stock, and to alter the form of such seal and of such
certificates from time to time as they may deem best.

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

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

SECTION 2. NUMBER OF DIRECTORS. The authorized number of directors
shall not be less than five nor more than nine until changed by amendment of the
Articles or by a Bylaw duly adopted by the shareholders amending this Section 2.
The exact number of directors shall be fixed, within the limits specified by
amendment to the next sentence duly adopted either by the Board or the
shareholders. The exact number of directors shall be seven until changed as
provided in this Section 2.

SECTION 3. ELECTION AND TERM OF OFFICE. The directors shall be
elected at each annual meeting of the shareholders, but if any such annual
meeting is not held or the directors are not elected thereat, the directors may
be elected at any special meeting of shareholders held for that purpose. Each
director shall hold office until the next annual meeting and until a successor
has been elected and qualified.

SECTION 4. VACANCIES. Any director may resign effective upon giving
written notice to the Chairman of the Board, the President, the Secretary or the
Board, unless the notice specifies a later time for the effectiveness of such
resignation. If the resignation is effective at a future time, a successor may
be elected to take office when the resignation becomes effective.

Vacancies in the Board, except those existing as a result of a
removal of a director, may be filled by a majority of the remaining directors,
though less than a quorum, or by a sole remaining director, and each director so
elected shall hold office until the next annual meeting and until such
director's successor has been elected and qualified.

A vacancy or vacancies in the Board shall be deemed to exist in case
of the death, resignation or removal of any director, or if the authorized
number of directors be increased, or if the shareholders fail, at any annual or
special meeting of shareholders at which any director or directors are elected,
to elect the full authorized number of directors to be voted for at that
meeting.

The Board may declare vacant the office of a director who has been
declared of unsound mind by an order of court or convicted of a felony.

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The shareholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the directors.

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

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

SECTION 6. REGULAR MEETINGS. Immediately following
each annual meeting of shareholders the Board shall hold a
regular meeting for the purpose of organization, election of
officers and the transaction of other business.

Other regular meetings of the Board shall be held without call on
such dates and at such times as may be fixed by the Board. Call and notice of
all regular meetings of the Board are hereby dispensed with.

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

Special meetings of the Board shall be held upon four days' written
notice or forty-eight hours' notice given personally or by telephone, including
voice messaging system or other system or technology designed to record and
communicate messages, telegraph, facsimile, electronic mail or other electronic
means. Any such notice shall be addressed or delivered to each director at such
director's address as it is shown upon the records of the corporation or as may
have been given to the corporation by the director for purposes of notice or, if
such address is not shown on such records or is not readily ascertainable, at
the place in which the meetings of the directors are regularly held.

Notice by mail shall be deemed to have been given at the time a
written notice is deposited in the United States mails, postage prepaid. Any
other written notice shall be deemed to have been given at the time it is
personally delivered to the recipient or is delivered to a common carrier for
transmission, or actually transmitted by the person giving the notice by
electronic means, to the recipient. Oral notice shall be deemed to have been
given at the time it is communicated, in person or by telephone or wireless, to
the recipient or to a person at the office of the recipient who the person
giving the notice has reason to believe will promptly communicate it to the
recipient.

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SECTION 8. QUORUM. A majority of the authorized number of directors
constitutes a quorum of the Board for the transaction of business, except to
adjourn as provided in Section 11 of this Article. 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, unless a greater
number be required by law or by the Articles. A meeting at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of directors, if any action taken is approved by at least a majority
of the required quorum for such meeting.

SECTION 9. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.
Members of the Board may participate in a meeting through use of conference
telephone, electronic video screen communication or other communications
equipment. Participation in a meeting pursuant to this Section 9 constitutes
presence in person at that meeting if all of the following apply:

(A) Each member participating in the meeting can communicate with
all of the other members concurrently;

(B) Each member is provided the means of participating in all
matters before the Board, including the capacity to propose, or to
interpose an objection, to a specific action to be taken by the
corporation;

(i) A person communicating by telephone, electronic video
screen, or other communications equipment is a director entitled to
participate in the Board meeting; and

All statements, questions, actions, or votes were made by
that director and not by another person not permitted to participate
as a director.

SECTION 10. WAIVER OF NOTICE. Notice of a meeting need not be given
to any director who signs a waiver of notice or a consent to holding the meeting
or an approval of the minutes thereof, whether before or after the meeting, or
who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such director. All such waivers, consents
and approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

SECTION 11. 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, except as provided in the next sentence. If the

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meeting is adjourned for more than 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 12. FEES AND COMPENSATION. Directors and member of
committees may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by the Board. This
section shall not preclude any director from serving the corporation as an
officer, agent, employee, or in any other capacity, and receiving compensation
for those services.

SECTION 13. ACTION WITHOUT MEETING. Any action required or permitted
to be taken by the Board may be taken without a meeting if all members of the
Board shall individually or collectively consent in writing to such action. Such
consent or consents shall have the same effect as a unanimous vote of the Board
and shall be filed with the minutes of the proceedings of the Board.

SECTION 14. RIGHTS OF INSPECTION. Every director shall have the
absolute right at any reasonable time to inspect and copy all books, records and
documents of every kind and to inspect the physical properties of the
corporation and also of its subsidiary corporations, domestic or foreign. Such
inspection by a director may be made in person or by agent or attorney and
includes the right to copy and obtain extracts.

SECTION 15. COMMITTEES. The Board may appoint one or more
committees, each consisting of two or more directors, and delegate to such
committees any of the authority of the Board except with respect to:

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

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

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

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

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

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

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

ARTICLE IV. 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, a Chairman of the Board, one or more
Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Chief
Financial Officers, and such other officers as may be elected or appointed in
accordance with the provisions of Section 3 of this Article.

SECTION 2. ELECTION. The officers of the corpora tion, except such
officer as may be elected or appointed in accordance with the provisions of
Section 3 or Section 5 of this Article, shall be chosen annually by, and shall
serve at the pleasure of, the Board, and shall hold their respective offices
until their resignation, removal, or other disqualification from service, or
until their respective successors shall be elected.

SECTION 3. SUBORDINATE OFFICERS. The Board may elect, 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 these Bylaws or as the
Board may from time to time determine.

SECTION 4. REMOVAL AND RESIGNATION. Any officer may be removed,
either with or without cause, by the Board at any time or, except in the case of
an officer chosen by the Board, by any officer upon whom such power of removal
may be conferred by the Board. Any such removal shall be without prejudice to
the rights, if any, of the officer under any contract of employment of the
officer.

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

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 these Bylaws for regular election or appointment to such
office.

SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if
there shall be such an officer, shall, if present, preside at all meetings of
the Board and exercise and perform such other powers and duties as may be from
time to time assigned by the Board.

SECTION 7. PRESIDENT. Subject to such powers, if any, as may be
given by the Board to the Chairman of the Board, if there be such an officer,
the President is the general manager and chief executive officer of the
corporation and has, subject to the control of the Board, general supervision,
direction and control of the business and officers of the corporation. The
President shall preside at all meetings of the shareholders and, in the absence
of the Chairman of the Board, or if there be none, at all meetings of the Board.
The President has the general powers and duties of management usually vested in
the office of president and general manager of a corporation and such other
powers and duties as may be prescribed by the Board.

SECTION 8. VICE PRESIDENTS. In the absence or disability of the
President, the Vice Presidents in order of their rank as fixed by the Board or,
if not ranked, the Vice President designated by the Board, 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.

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

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executive office or business office in accordance with Section 213 of the
California General Corporation Law.

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
meetings of the shareholders and of the Board and 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. The Chief Financial Officer,
who may also be referred to as the Treasurer, is the chief financial officer of
the corporation and shall keep and maintain, or cause to be kept and maintained,
adequate and correct accounts of the properties and business transactions of the
corporation, and shall send or cause to be sent to the shareholders of the
corporation such financial statements and reports as are by law or these Bylaws
required to be sent to them. The books of account shall at all times be open to
inspection by any director.

The Treasurer 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. The Treasurer shall disburse the funds of the
corporation as may be ordered by the Board, shall render to the President and
the directors, whenever they request it, an account of all transactions as
Treasurer and of the financial condition of the corporation, and shall have such
other powers and perform such other duties as may be prescribed by the Board.

SECTION 11. COMPENSATION. Salaries of officers and other
shareholders employed by the corporation shall be fixed from time to time by the
Board or established under employment agreements approved by the Board. No
officer shall be prevented from receiving this salary because he or she is also
a director of the corporation.

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ARTICLE V. INDEMNIFICATION

SECTION 1. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

(a) Indemnification. Each person who was or is a party or is
threatened to be made a party or is otherwise involved in any action, suit, or
proceeding, whether civil, criminal, administrative, or investigative (a
"proceeding"), by reason of being or having been a director or officer of the
corporation, or of any predecessor corporation, or being or having been a
director or officer serving at the request of the corporation as a director,
officer, employee, or other agent of another corporation, partnership, joint
venture, trust, or other enterprise (including service with respect to
corporation- sponsored employee benefit plans), whether the basis of the
proceeding is alleged action or inaction in an official capacity as a director
or officer or in any other capacity while serving as a director or officer,
shall, subject to the terms of any agreement between the corporation and that
person, be indemnified and held harmless by the corporation to the fullest
extent permissible under California law and the Articles, against all expense,
liability, and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties, and amounts paid in settlement) actually and reasonably
incurred or suffered by that person in connection therewith, except that amounts
shall be payable in settlement of a proceeding only if the settlement is
approved in writing by the corporation. This indemnification shall continue as
to a person who has ceased to be a director or officer for acts performed while
a director or officer and shall inure to the benefit of his or her heirs,
executors, and administrators. Notwithstanding the foregoing, the corporation
shall indemnify any such person in connection with a proceeding (or part
thereof) initiated by that person only if the proceeding (or part thereof) was
authorized by the Board. The right to indemnification conferred in this Article
shall include the right to be paid by the corporation the expenses incurred in
defending and proceeding in advance of final disposition to the fullest extent
permitted by law, except that payment under this Article of such expenses in
advance of the final disposition of a proceeding shall be conditioned upon
delivery to the corporation of a written request for such payment and of an
undertaking by or on behalf of the director or officer to repay all amounts so
advanced if it shall be ultimately determined that the director or officer is
not entitled to be indemnified.

(b) Exclusions. Notwithstanding the foregoing or any other
provisions under this Article, the corporation shall not be liable under this
Article to indemnify a director or officer against expenses, liabilities, or
losses incurred or suffered in connection with, or to make any advances with
respect to, any proceeding against a director or officer: (i) as to which the
corporation is prohibited by applicable law from paying an indemnity; (ii) with
respect to expenses of defense or investigation, if the expenses were or are
incurred without the

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corporation's consent (which consent may not be unreasonably withheld); (iii)
for which final payment is actually made to the director or officer under an
insurance policy maintained by the corporation, except in respect of any excess
beyond the amount of payment under the policy; (iv) for which payment is
actually made to the director or officer under an indemnity by the corporation
otherwise than pursuant to this Article, except in respect of any excess beyond
the amount of payment under that indemnify; (v) based upon or attributable to
the director or officer gaining in fact any personal profit or advantage to
which not legally entitled; (vi) for an accounting of profits made from the
purchase or sale by the director or officer of securities of the corporation
pursuant to the provisions of Section 16(b) of the Securities Exchange Act of
1934 and amendments thereto or similar provisions of any federal, state or local
statutory law; or (vii) based upon acts or omissions involving intentional
misconduct or a knowing and culpable violation of law.

SECTION 2. INDEMNIFICATION OF EMPLOYEES AND AGENTS. A person who was
or is a party or is threatened to be made a party to or is involved in any
proceeding by reason of being or having been an employee or agent of the
corporation or being or having been an employee or agent of the corporation
serving at the request of the corporation as an employee or agent of another
enterprise, including service with respect to corporation- sponsored employee
benefit plans, whether the basis of such action is alleged action or inaction in
an official capacity or in any other capacity while serving as an employee or
agent, may, upon appropriate action by the corporation and subject to the terms
of any agreement between the corporation and that person, be indemnified and
held harmless by the corporation up to the fullest extent permitted by
California law and the Articles, against all expense, liability, and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties,
and amounts paid or to be paid in settlement) actually and reasonably incurred
or suffered by that person in connection therewith.

SECTION 3. RIGHT OF DIRECTORS AND OFFICERS TO BRING SUIT. If a claim
under Section 1 of this Article is not paid by the corporation or on its behalf
within 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 claim, and, if successful in whole or in part,
the claimant also shall be entitled to be paid the expense of prosecuting the
claim.

SECTION 4. SUCCESSFUL DEFENSE. Notwithstanding any other provision
of this Article, to the extent that a director or officer has been successful on
the merits or otherwise (including the dismissal of a proceeding without
prejudice or the settlement with the written consent of the corporation of a
proceeding without admission of liability), in defense of any proceeding
referred to in Section 1 or in defense of any claim, issue, or matter therein,
that director or officer shall be indemnified

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against expenses (including attorneys' fees) actually and reasonably incurred in
connection therewith.

SECTION 5. INDEMNITY AGREEMENTS. The corporation may enter into
agreements with any director, officer, employee, or agent of the corporation
providing for indemnification to the fullest extent permissible under applicable
law and the Articles.

SECTION 6. SUBROGATION. In the event of payment by the corporation
of a claim under Section 1 or Section 2 of this Article, the corporation shall
be subrogated to the extent of such payment to all of the rights of recovery of
the indemnified person, who shall execute all papers required and shall do
everything that may be necessary or appropriate to secure such rights, including
the execution of such documents necessary or appropriate to enable the
corporation effectively to bring suit to enforce such rights.

SECTION 7. NONEXCLUSIVITY OF RIGHTS. The right to indemnification
provided by this Article shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, bylaw, agreement, vote
of shareholders or disinterested directors, or otherwise.

SECTION 8. INSURANCE. The corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee, or agent of the
corporation or another corporation, partnership, joint venture, trust, or other
enterprise against any expense, liability, or loss, whether or not the
corporation would have the power to indemnify that person against such expense,
liability, or loss under California law.

SECTION 9. EXPENSES AS A WITNESS. To the extent that any director,
officer, or employee of the corporation is by reason of that position a witness
in any action, suit, or proceeding, he or she will be indemnified against all
costs and expenses actually and reasonably incurred by him or her or on his or
her behalf in connection therewith.

SECTION 10. NONAPPLICABILITY TO FIDUCIARIES OF EMPLOYEE BENEFIT
PLANS. This Article does not apply to any proceeding against any trustee,
investment manager, or other fiduciary of an employee benefit plan in that
person's capacity as such, even though that person may also be an agent of the
corporation. The corporation shall have power to indemnify that trustee,
investment manager, or other fiduciary to the extent permitted by Corporations
Code Section 207(f).

SECTION 11. SEPARABILITY. Each and every paragraph,
sentence, term, and provision of this Article is separate and distinct so that
if any paragraph, sentence, term, or provision shall be held to be invalid or
unenforceable for any reason, its invalidity or unenforceability shall not
affect the validity or enforceability of any other paragraph, sentence, term, or

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provision of this Article. To the extent required, any paragraph, sentence,
term, or provision of this Article may be modified by a court of competent
jurisdiction to preserve its validity and to provide the claimant with, subject
to the limitations set forth in this Article and any agreement between the
corporation and the claimant, the broadest possible indemnification permitted
under applicable law.

SECTION 12. EFFECT OF REPEAL OR MODIFICATION. No repeal or
modification of this Article shall adversely affect any right of indemnification
of a director, officer, employee, or agent of the corporation existing at the
time of the repeal or modification with respect to any action or omission
occurring prior to such repeal or modification.

ARTICLE VI. OTHER PROVISIONS

SECTION 1. INSPECTION OF CORPORATE RECORDS.

(a) A shareholder or shareholders holding at least five percent in
the aggregate of the outstanding voting shares of the corporation or who hold at
least one percent of those voting shares and have filed a Schedule 14A with the
United States Securities and Exchange Commission relating to the election of
directors of the corporation shall have an absolute right to do either or both
of the following:

(i) Inspect and copy the record of shareholders' names and addresses
and shareholdings during usual business hours upon five business days'
prior written demand upon the corporation; or

(ii) Obtain from the transfer agent, if any, for the corporation,
upon five business days' prior written demand and upon the tender of its
usual charges for such a list (the amount of which charges shall be stated
to the shareholder by the transfer agent upon request), a list of the
shareholders' names and addresses who are entitled to vote for the election
of directors and their shareholdings, as of the most recent record date for
which it has been compiled or as of a date specified by the shareholder
subsequent to the date of demand.

(b) The record of shareholders shall also be open to inspection and
copying by any shareholder or holder of a voting trust certificate at any time
during usual business hours upon written demand on the corporation, for a
purpose reasonably related to such holder's interest as a shareholder or holder
of a voting trust certificate.

(c) The accounting books and records and minutes of proceedings of
the shareholders and the Board and committees of the Board shall be open to
inspection upon written demand on the corporation of any shareholder or holder
of a voting trust

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certificate at any reasonable time during usual business hours, for a purpose
reasonably related to such holder's interests as a shareholder or as a holder of
such voting trust certificate.

(d) Any inspection and copying under this Article may be made in
person or by agent or attorney.

SECTION 2. INSPECTION OF BYLAWS. The corporation shall keep in its
principal executive office in the State of California, or if its principal
executive office is not in such State at its principal business office in such
State, the original or a copy of these Bylaws as amended to date, which shall be
open to inspection by shareholders at all reasonable times during office hours.
If the principal executive office of the corporation is located outside the
State of California and the corporation has no principal business office in such
state, it shall upon the written request of any shareholder furnish to such
shareholder a copy of these Bylaws as amended to date.

SECTION 3. ENDORSEMENT OF DOCUMENTS; CONTRACTS. Subject to the
provisions of applicable law, any note, mortgage, evidence of indebtedness,
contract, share certificate, conveyance or other instrument in writing and any
assignment or endorsements thereof executed or entered into between the
corporation and any other person, when signed by the Chairman of the Board, the
President or any Vice President and the Secretary, any Assistant Secretary, the
Treasurer or Chief Financial Officer or any Assistant Treasurer or Assistant
Chief Financial Officer of the corporation is not invalidated as to the
corporation by any lack of authority of the signing officers in the absence of
actual knowledge on the part of the other person that the signing offi cers had
no authority to execute the same. Any such instruments may be signed by any
other person or persons and in such manner as from time to time shall be
determined by the Board, and, un less so authorized by the Board, 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 amount.

SECTION 4. CERTIFICATES OF STOCK. Every holder of shares of the
corporation shall be entitled to have a certificate signed in the name of the
corporation by the Chairman of the Board, the President or a Vice-President and
by the Treasurer or Chief Financial Officer or an Assistant Treasurer or
Assistant Chief Financial Officer or the Secretary or an Assistant Secretary,
certifying the number of shares and the class or series or shares owned by the
shareholder. Any or all of the signatures on the certificate may be facsimile.
If any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if such person were an
officer, transfer agent or registrar at the date of issue.

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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.

Except as provided in this section, no new certificate for shares
shall be issued in lieu of an old one unless the latter is surrendered and
cancelled at the same time. The Board may, however, if any certificate for
shares is alleged to have been lost, stolen or destroyed, authorize the issuance
of a new certificate in lieu thereof, and the corporation may require that the
corporation be given a bond or other adequate security sufficient to indemnify
it against any claim that may be made against it (including expense or
liability) on account of the alleged loss, theft or destruction of such
certificate or the issuance of such new certificate.

SECTION 5. REPRESENTATION OF SHARES OF OTHER COR PORATIONS. The
President 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 6. STOCK PURCHASE PLANS. The corporation may adopt and carry
out a stock purchase plan or agreement or stock option plan or agreement
providing for the issue and sale for such consideration as may be fixed of its
unissued shares, or of issued shares acquired or to be acquired, to one or more
of the employees or directors of the corporation or of a subsidiary or to a
trustee on their behalf and for the payment for such shares in installments or
at one time, and may provide for aiding any such persons in paying for such
shares by compensation for services rendered, promissory notes or otherwise.

Any such stock purchase plan or agreement or stock option plan or
agreement may include, among other features, the fixing of eligibility for
participation therein, the class and price of shares to be issued or sold under
the plan or agreement, the number of shares which may be subscribed for, the
method of payment therefor, the reservation of title until full payment
therefor, the effect of the termination of employment, an option or obligation
on the part of the corporation to repurchase the shares upon termination of
employment, restrictions upon transfer of the shares, the time limits of and
termination of the plan, and any other matters, not in violation of applicable
law, as may be included in the plan as approved or authorized by the Board or
any committee of the Board.

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SECTION 7. 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 California General Corporation Law shall govern the construction
of these Bylaws.

SECTION 8. AMENDMENTS. These Bylaws may be amended or repealed
either by the approval of the Board; or by the affirmative vote of the holders
entitled to exercise at least 66- 2/3% of the voting power of the corporation,
voting together as a single class; provided, however, that after the issuance of
shares, a bylaw specifying or changing a fixed number of directors or the
maximum or minimum number or changing from a fixed to a variable number of
directors or vice versa may only be adopted by the affirmative vote of the
holders entitled to exercise at least 66-2/3% of the voting power of the
corporation, voting together as a single class, and a bylaw reducing the fixed
number or the minimum number of directors to a number less than five shall be
subject to the provisions of Section 212(a) of the California General
Corporation Law.

SECTION 9. ANNUAL REPORT TO SHAREHOLDERS. The annual report to
shareholders referred to in Section 1501 of the California General Corporation
Law is expressly waived, but nothing herein shall be interpreted as prohibiting
the Board from issuing annual or other periodic reports to shareholders.

CERTIFICATE OF SECRETARY
OF
INTERNATIONAL AIRCRAFT INVESTORS
(a California corporation)

I hereby certify that I am the duly elected and acting Secretary of
said corporation and that the foregoing Bylaws, comprising __ pages, constitute
the Bylaws of said corporation as duly adopted at a meeting of the Board of
Directors thereof held on

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