BYLAWS
OF
Tri-Mark Mfg., Inc.

ARTICLE I

Shareholders

Section 1.1  Annual Meetings.  An annual meeting of shareholders shall
be held for the election of directors on a date and at a time and place
either within or without the State of California fixed by resolution of
the Board of Directors.  Any other proper business may be transacted at
the annual meeting, except as limited by the notice requirements of
subdivisions (a) and (d) of Section 601 of the California General
Corporation Law.

Section 1.2.  Special Meetings.  Special meetings of the shareholders
may be called at any time by the Board of Directors, the Chairman of
the Board or the holders of shares entitled to cast not less than ten
percent of the votes at the meeting, such meeting to be held on a date
and at a time and place either within or without the State of
California as may be stated in the notice of the meeting.

Section 1.3  Notice of Meetings.  Whenever shareholders are required or
permitted to take any action at a meeting a written notice of the
metting 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 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.  The notice of any meeting at
which directors are to be elected shall include a list of the names of
the nominees intended at the time of the mailing of the notice to be
presented by the Board for election.

Notice of a shareholders' meeting or any report shall be given either
personally or by first-class mail or 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.  The notice or report shall be deemed to
have been given at the time when delivered personally or deposited in
the mail or sent by other means of written communication.  An affidavit
of mailing of any notice or report in accordance with the provisions of
this by-law, executed by the Secretary, Assistant Secretary or any
transfer agent, shall be prima facie evidence of the giving of the
notice or report.

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

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notice or report to the shareholder at such address, all future notices
or reports shall be deemed to have been duly given without further
mailing if the same shall be available for the shareholder upon written
demand of the shareholder at the principal executive office of the
corporation for a period of one year from the date of the giving of the
notice or report to all other shareholders.

Except as otherwise prescribed by the Board of Directors in particular
instances and except as otherwise provided by subdivision (c) of
Section 601 of the California General Corporation Law, the Secretary
shall prepare and give, or cause to be prepared and given, the notice
of meetings of shareholders.

Section 1.4.  Adjournments.  When a shareholders' meeting is adjourned
to another time or place, except as otherwise provided in this Section
1.4, notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment
is taken.  At the adjourned meeting the corporation may transact any
business which might have been transacted at the original meeting.  If
the adjournment is for more than 45 days or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder of record entitled
to vote at the meeting.

Section 1.5.  Validating Meeting of Shareholders; Waiver of Notice.
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 records or made a part of the
minutes of the meeting.  Attendance of a person at a meeting shall
constitute a waiver of notice of and presence at such meeting, except
when the person objects, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called
or convened and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters required by 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
required by subdivision (f) of Section 601 of the California General
Corporation law.

Section 1.6.  Quorum.  A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a
meeting of the shareholders.  The shareholders present at a duly called
or meld meeting at which a quorum is present may continue to transact
business until adjournment notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken (other
than adjournment) is approved by at least a majority of the shares
require to constitute a quorum.  In the absence of a quorum, any

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meeting of shareholders may be adjourned from time to time by the vote
of a majority of the shares represented either in person or by proxy,
but no other business may be transacted, except as provided in this
Section 1.6.

Section 1.7.  Organization.  Meetings of shareholders shall be presided
over by the Chairman of the Board of Directors, if any or in the
absence of the Chairman of the Board by the Vice Chairman of the Board,
if any,, or in the absence of the Vice Chairman of the Board by the
President, or in the absence of the foregoing persons by a chairman
designated by the Board of Directors, or in the absence of such
designation by a chairman chosen at the meeting.  The Secretary, or in
the absence of the Secretary, an Assistant Secretary, shall act as
secretary of the meeting, or in their absence the chairman of the
meeting may appoint any person to act as secretary of the meeting.

Section 1.8.  Voting.  Unless otherwise provided in the articles of
incorporation, each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote of
shareholders.  Except as otherwise provided by California law or by the
articles of incorporation or these bylaws, the affirmative vote of the
holders of a majority of the shares entitled to vote on the subject
matter at a meeting in which a quorum is present shall be the act of
the shareholders.

Any holder of shares entitled to vote on any matter may vote part of
the shares in favor of the proposal and refrain from voting the
remaining shares or vote them against the proposal, other than
elections to office, but, if the shareholder fails to specify the
number of shares such shareholder is voting affirmatively, it will be
conclusively presumed that the shareholder's approving vote is with
respect to all shares such shareholder is entitled to vote.

Except as otherwise provided in the articles of incorporation and
subject to the requirements of this Section 1.8, every shareholder
entitled to vote at any election of directors may cumulate such
shareholder's votes and give one candidate a number of votes equal to
the number of directors to be elected multiplied by the number of votes
to which the shareholder's shares are normally entitled, or distribute
the shareholder's votes on the same principle among as many candidates
as the shareholder thinks fit.  No shareholder shall be entitled to
cumulate votes unless such candidate or candidates' names have been
placed in nomination prior to the voting and the shareholder has given
notice at the meeting prior to the voting of the shareholder's
intention to cumulate the shareholder's votes.  If any one shareholder
has given such notice, all shareholders may cumulate their votes for
candidates in nomination.  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.  Elections for directors need not be by ballot
unless a shareholder demands election by ballot at the meeting and
before the voting begins.


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Section 1.9.  Shareholder's Proxies.  Every person entitled to vote
shares may authorize another person or persons to act by proxy with
respect to such shares.  Any proxy purporting to be executed in
accordance with the provisions of Section 705 of the California General
Corporation law shall be presumptively valid.  No proxy shall be valid
after the expiration of eleven months from the date thereof unless
otherwise provided in the proxy.  Every proxy continues in full force
and effect until revoked by the person executing it prior to the vote
pursuant thereto, except as otherwise provided in this Section 1.9.
Such revocation may be effected by a writing delivered to the
corporation stating that the proxy is revoked or by a subsequent proxy
executed by the person executing the prior proxy and presented to the
meeting, or as to any meeting by attendance at such meeting and voting
in person by the person executing the proxy.  A proxy is not revoked by
the death or incapacity of the maker unless, before the vote is
counted, written notice of such death or incapacity is received by the
corporation.  A proxy may be made irrevocable under the circumstances
set forth in subdivision 9e) of Section 705 of the California General
Corporation Law.  Any form of proxy distributed to ten or more
shareholders shall conform to the requirements of Section 604 of the
California General Corporation Law.

Section 1.10.  Inspectors.  In advance of any meeting of shareholders
the Board of Directors may appoint inspectors of election to act at the
meeting and any adjournment thereof.  If inspectors of election are not
so appointed, or if any persons so appointed fail to appear or refuse
to act, the chairman of any meeting of shareholders may, and on their
request of any shareholder or a shareholder's proxy shall, appoint
inspectors of election (or persons to replace those who so fail or
refuse) at the meeting.  The number of inspectors shall be either one
or three.  If appointed at a meeting on the request of one or more
shareholders or proxies, the majority of shares represented in person
or by proxy shall determine whether one or three inspectors are to e
appointed.

The inspectors o election shall determine the number of shares
outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum and the authenticity, validity and
effect of proxies, receive votes, ballots or consents, hear and
determine all challenges and questions in any way arising in connection
with the right to vote, count and tabulate all votes or consents,
determine when the polls shall close, determine the result and do such
acts as may be proper to conduct the election or vote with fairness to
all shareholders.

The inspectors of election shall perform their duties impartially, in
good faith, to the best of their ability and as expeditiously as is
practical.  If there are three inspectors of election, the decision,
act or certificate of a majority is effective in all respects as the
decision, act or certificate of all.  Any report or certificate made by
the inspectors of election is prima facie evidence of the facts stated
therein.



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Section 1.11.  Fixing Date for Determination of Shareholders oF Record.
In order that the corporation may determine the shareholders entitled
to notice of any meeting or to vote or to express consent to corporate
action in writing without a meeting 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 of Directors may fix, in advance, a record date, which shall
not be more than sixty nor less than ten days prior to the date of such
meeting nor more than sixty days prior to any other action.

If no record date is fixed: (1) the record date for determining
shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the business day next
preceding the day on which notice is given or, if notice is waived, at
the close of business on the business day next preceding the day on
which the meeting is held; (2) the record date for determining
shareholders entitled to give consent to corporate action in writing
without a meeting, when no prior action by the Board has been taken,
shall be the day on which the first written consent is given; and (3)
the record date for determining shareholders for any other purpose
shall be at the close of business on the day on which the Board adopts
the resolution relating thereto or the sixtieth day prior to the date
of such other action, whichever is later.  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, but the Board
shall fix a new record date if the meeting is adjourned for more than
45 days from the date set for the original meeting.

Section 11.2.  Consent of Shareholders in Lieu of Meeting.  Except as
otherwise provided in the articles of incorporation or in this Section
1.12, any action which may be taken at any annual or special meeting of
the shareholders may be taken without a meeting and without prior
notice, if a consent in writing, setting forth the action so take,
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 alls hares entitled to vote
thereon were present and voted.

Directors may not be elected by written consent except by unanimous
consent of all shares entitled to vote for the election of directors.
Notwithstanding the foregoing sentence, except for vacancies created by
removal, shareholders may fill any vacancy in the Board of Directors
not filled by the Board of Directors by electing a director through
written consent of a majority of outstanding shares entitled to vote.

Any shareholder giving a written consent, or such shareholder's
proxyholder, or a transferee of the shares or a personal representative
of such shareholder or its respective proxyholder, 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.

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Unless all shareholders entitled to vote consent in writing, notice of
any shareholder approval without a meeting shall be given as provided
in subdivision (b) of Section 603 of the California General Corporation
Law, or any successor thereof.


ARTICLE II

Board of Directors

Section 2.1.  Powers; Number; Qualifications.  The business affairs of
the Corporation shall be managed by, and all corporate powers shall be
exercised by or under, the direction of the Board of Directors, except
as otherwise provided in these by-laws or in the articles of
incorporation.  The number of directors comprising the Board of
Directors shall be one (1).

Section 2.2.  Election; Term of Office; Resignation; Removal;
Vacancies.  At each annual meeting of shareholders, directors shall be
elected to fill a vacancy, shall hold office until the expiration of
the term for which elected and until a successor has been elected and
qualified.  Any director may resign effective upon giving written
notice to the Chairman of the Board, the Secretary or the Board of
Directors of the corporation, unless the notice specifies a later time
for the effectiveness of such resignation.  If the resignation is
effective at a future time, a successor may be elected to take office
when the resignation becomes effective.

Any or all of the directors may be removed without cause if such
removal is approved by a majority of the outstanding voting shares then
entitled to vote on the election of directors, except that no director
may be removed (unless the entire Board of Directors is removed) when
the votes cast against removal, or not consenting in writing to such
removal) when the votes cast against removal, or not consenting in
writing to such removal, would be sufficient to elect such director if
voted cumulatively at an election at which the same total number of
votes were cast (or, if such action is taken by written consent, all
shares entitled to vote were voted) and the entire number of directors
authorized at the time of the director's most recent election were then
being elected.

Any reductions in the authorized number of directors does not remove
any director prior to the expiration of such director's term in office.

A vacancy in the Board of Directors shall be deemed to exist (a) if a
director dies, resigns, or is removed by the shareholders or an
appropriate court, as provided in Sections 303 or 304 of the California
General Corporation Law; (b) if the Board of Directors declares vacant
the office of a director who has been convicted of a felony or declared
of unsound mind by an order of court; (c) if the authorized number of
directors is increased; or (d) if at any shareholders' meeting at which
one or more directors are elected the shareholders fail to elect the
full authorized number of directors to be voted for at that meeting.
Unless otherwise provided in the articles of incorporation or these by-

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laws and except for a vacancy caused by the removal of a director,
vacancies on the Board may be filled by appointment by the Board.  A
vacancy on the Board caused by the removal of a director may be filled
only by the shareholders, except that a vacancy created by the Board
declaring an office of a director vacant because a director has been
convicted of a felony or declared of unsound mind by an order of court
may be filled by the Board.

The shareholders may elect a director at any time to fill a vacancy not
filled by the Board of Directors.

If the number of directors then in office is less than a quorum,
vacancies on the Board of Directors may be filled by the unanimous
written consent of the directors then in office, the affirmative vote
of a majority of the directors then in office at a meeting held
pursuant to notice or waivers of notice complying with Section 2.4
hereof or a sole remaining director.

Section 2.3.  Regular Meetings.  Regular meetings of the Board of
Directors may be held without notice at such places within or without
the State of California and at such times as the Board may from time to
time determine.

Section 2.4.  Special Meetings; Notice of Meetings; Waiver of Notice.
Special meetings of the Board of Directors may be held at any time or
place within or without the State of California whenever called by the
Chairman of the Board, by the Vice Chairman of the Board, if any, or by
any two directors.  Special meetings shall be held on four days' notice
by mail or 48 hours' notice delivered personally or by telephone,
telegraph or any other means of communication authorized by Section 307
of the California General Corporation Law.  Notice delivered personally
or by telephone may be transmitted to a person at the director's office
who can reasonably be expected to deliver such notice promptly to the
director.

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.  A notice, or waiver of
notice, need not specify the purpose of any regular or special meeting
of the Board.

Section 2.5.  Participation in Meetings by Conference Telephone
Permitted.  Members of the Board, or any committee designated by the
Board, may participate in a meeting of the Board or of such committee,
as the case may be, through the use of conference telephone or similar
communications equipment permitted by Section 307 of the California
General Corporation Law, so long as all members participating in such
meeting can hear one another, and participation in a meeting pursuant
to this Section 2.5 shall constitute presence in person at such
meeting.

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Section 2.6. Quorum; Adjournment; Vote Required for Action.  At all
meetings of the Board of Directors one-half of the authorized number of
directors shall constitute a quorum for the transaction of business.
Subject to the provisions of Sections 310 and 317(e) of the California
General Corporation Law, every act or decision done or made by a
majority of the directors present at a meeting at which a quorum is
present shall be a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board unless the
articles of incorporation or these by-laws shall require a vote of a
greater number.

A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time or place.  If the
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 tine of
the adjournment.

Section 2.7. Organization.  Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, or in absence of the
Chairman of the Board by the Vice Chairman of the Board, if any, or in
their absence by a chairman chosen at the meeting.  The Secretary, or
in the absence of the Secretary and any Assistant Secretary the
chairman of the meeting may appoint any person to act as secretary of
the meeting.

Section 2.8. Action by Directors Without a Meeting.  Any action
required or permitted to be taken by the Board of Directors, or any
committee thereof, may be taken without a meeting if all members of the
Board or of such committee, as the case may be, shall individually or
collectively consent in writing to such action.  Such written consent
or consents shall be filed with the minutes of the proceedings of the
Board.  Such action by written consent shall have the same force and
effect as a unanimous vote of such directors.

Section 2.9.  Compensation of Directors.  The Board of Directors shall
have the authority to fix the compensation of directors for services in
any capacity.


ARTICLE III

Executive and Other Committees.

Section 3.1. Executive and Other Committees of Directors.  The Board of
Directors, by resolution adopted by a majority of the authorized number
of directors, may designate an executive committee and other
committees, each consisting of two or more directors, to serve at the
pleasure of the Board, and each of which, to the extent provided in the
resolution, shall have all the authority of the Board, except that no
such committee shall have power or authority with respect to the
following matters:


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(1)  The approval of any action for which the California General
Corporation Law also requires the approval of the shareholders or of
the outstanding shares;
(2)  The filling of vacancies in the Board or in any committee thereof;
(3) the fixing of compensation of the directors for serving on the
Board or on any committee thereof;
(4)  The amendment or repeal of the by-laws, or the adoption of new by-
laws;
(5)  The amendment or repeal of any resolution of the Board which, by
its terms, shall not be so amendable or repealable;
(6)  The making of distributions to shareholders, except at a rate or
in a periodic amount or within a price range set forth in the articles
or determined by the Board of Directors;
(7)  The appointment of other committees of the Board or the members
thereof;
(8)  The removal or indemnification of any director; or
(9)  The changing of the number of authorized directors on the Board.

The Board of Directors may designate one or more directors as alternate
members of any such committee, who may replace any absent member or
members at any meeting of such committee.

Unless the Board of Directors otherwise provides, each committee
designated by the Board may adopt, amend and repeal rules for the
conduct of its business.  In the absence of a provision by the Board of
Directors or a provision in the rules of such committee to the
contrary, each committee shall conduct its business in the same manner
as the Board of Directors conducts its business pursuant to Article II
of these by-laws.


ARTICLE IV

Officers

Section 4.1.  Officers; Election.  As soon as practicable after the
annual meeting of shareholders in each year, the Board of Directors
shall elect a President, a Treasurer and a Secretary.  The Board may
also elect one or more Vice Presidents, one or more Assistant
Secretaries, and such other officers as the Board may deem desirable or
appropriate and may give any of them such further designations or
alternate titles as it considers desirable.  Any number of offices may
be held by the same person.

Section 4.2.  Term of Office; Resignation; Removal; Vacancies.  Except
as otherwise provided in the resolution of the Board of Directors
electing any officer, each officer shall hold office until the first
meeting of the Board after the annual meeting of shareholders next
succeeding his or her election, and until his or her successor is
elected and qualified or until his or her earlier resignation or
removal.  Any officer may resign at any time upon written notice to the
Board or to the Chairman of the Board or the Secretary of the
corporation.  Such resignation shall take effect at the time specified
therein, and unless otherwise specified therein no acceptance of such
resignation shall be necessary to make it effective.  The Board may

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remove any officer with or without cause at any time.  Any such removal
shall be without prejudice to the contractual rights of such officer,
if any, with the corporation, but the election of an officer shall not
of itself create contractual rights.  Any vacancy occurring in any
office of the corporation by death, resignation, removal or otherwise
may be filled for the unexpired portion of the term by the Board at any
regular or special meeting.

Section 4.3. Powers and Duties.  The officers of the corporation shall
have such powers and duties in the management of the corporation as
shall be stated in these by-laws or in a resolution o the Board of
Directors which is not5 inconsistent with these by-laws and, to the
extent not so stated, as generally pertain to their respective offices,
subject to the control of the Board.  The Secretary shall have the duty
to record the proceedings of the meetings of the shareholders, the
Board of Directors and any committee in a book to be kept for that
purpose.  The Board may require any officer, agent or employee to give
security for the faithful performance of his or her duties.


ARTICLE V

Forms of Certificates; Loss and Transfer of Shares

Section 5.1.  Forms of certificates.  Every holder of shares in the
corporation shall be entitled to have a certificate signed in the name
of the corporation by (1) the President, any Vice President, Chairman
of the Board or Vice Chairman, and (2) by the Chief Financial Officer,
Treasurer, Assistant Treasurer, Secretary or Assistant Secretary, of
the corporation, certifying the number of shares and the class or
series of shares owned by such shareholder.  If such certificate is
manually signed by one officer or manually countersigned by a transfer
agent or by a registrar, any other signature on the certificate may be
a facsimile.  In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate
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 such officer, transfer
agent or registrar at the date of issue.

If the Corporation is authorized to issue more than one class of stock
or more than one series of any class, the powers designations,
preferences, relative or other special rights, qualifications,
restrictions and limitations of each class or series shall be set forth
in full or summarized on the face or back of the certificate
representing such class or series of stock, provided that I lieu of the
foregoing, there may be set forth on the back or face of the
certificate a statement that the Corporation will furnish without
charge to each stockholder who requests the powers, designations,
preferences, relative or other special rights, qualifications,
restrictions and limitations of such class or series.



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Section 5.2.  Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates.  The corporation may issue a new share certificate or
a new certificate for any other security in the place of any
certificate theretofore issued by it, alleged to have been lost, stolen
or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or such owner's legal representative,
to give the corporation a bond sufficient to indemnify it against any
claim that may be made against it (including any expense or liability)
on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.


ARTICLE VI

Records and Reports

Section 6.1.  Shareholder Records.  The corporation shall keep at its
principal executive office or at the office of its transfer agent or
registrar a record of the names and addresses of all shareholders and
the number and class of shares held by each shareholder.

Section 6.2 By-laws.  The corporation shall keep at its principal
executive office, or if its principal executive office is not in the
State of California, at its principal business office in this state,
the original or a copy of the by-laws as amended to date, which shall
be open to inspection by the shareholders at all reasonable times
during office hours.  If the principal executive office of the
corporation is outside the State of California and the corporation has
no principal business office in this state, the Secretary shall, upon
the written request of any shareholder, furnish to that shareholder a
copy of the by-laws as amended to date.

Section 6.3.  Minutes and Accounting Records.  The minutes of
proceedings of the shareholders, the Board of Directors, and committees
of the Board, and the accounting books and records shall be kept at the
principal executive office of the corporation, or at such other place
or places as designated by the Board of Directors.  The minutes shall
be kept in written form, and the accounting books and records shall be
kept either in written form or in a form capable of being converted
into written form.  The minutes and accounting books and records shall
be open to inspection upon the written demand of any shareholder or
holder of a voting trust certificate at any reasonable time during
usual business hours, for a purpose reasonably related to the holder's
interests as a shareholder or holder of a voting trust certificate.
The inspection may be made in person or by an agent or attorney, and
shall include the right to copy and make extracts.  These rights of
inspection shall extend to the records of each subsidiary of the
corporation.

Section 6.4.  Inspection by Directors.  Every director shall have the
absolute right at any reasonable time to inspect all books, records,
and documents of every kind and the physical properties of the
corporation and each of its subsidiary corporations.  This inspection



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by a director may be made in person or by an agent or attorney and the
right of inspection includes the right to copy and make extracts of
documents.

Section 6.5.  Annual Report to Shareholders.  Inasmuch as, and for as
long as, there are fewer than 100 shareholders, the requirement of an
annual report to shareholders referred to in Section 1501 of the
California General Corporation Law is expressly waived.  However,
nothing in this provision shall be interpreted as prohibiting the Board
of Directors from issuing annual or other periodic reports to the
shareholders, as the Board considers appropriate.

If, at any time and for as long as, the number of shareholders shall
exceed 100, the Board of Directors shall cause an annual report to be
sent to the shareholders not later than 120 days after the close of the
fiscal year adopted by the corporation.  This report shall b sent at
least 15 days (if third-class mail is used, 35 days) before the annual
meeting of shareholders to be held during the next fiscal year and in
the manner specified for giving notice to shareholders in these by-
laws.  The annual report shall contain a balance sheet as of the end of
the fiscal year and an income statement and a statement of changes in
financial position for the fiscal year prepared in accordance with
generally accepted accounting principles applied on a consistent basis
and accompanied by any report of independent accountants, or, if there
is no such report, the certificate of an authorized officer of the
corporation that the statements were prepared without audit from the
corporation's books and records.

Section 6.6.  Financial Statements.  The corporation shall keep a copy
of each annual financial statement, quarterly or other periodic income
statement, and accompanying balance sheets prepared by the corporation
on file in the corporation's principal office for 12 months; these
documents shall be exhibited at all reasonable times, or copies
provided, to any shareholder on demand.

Section 6.7.  Form of Records.  Any records maintained by the
corporation in the regular course of its business, with the exception
of minutes of the proceedings of the shareholders, and of the Board of
Directors and its committees, but including the corporation's stock
ledger and books of account, may be kept on, or be in the form of
magnetic tape, photographs, microphotographs or any other information
storage device, provided that the records so kept can be converted into
clearly legible form within a reasonable time.  The corporation shall
so convert any records so kept upon the request of any person entitled
to inspect the same.


ARTICLE VII

Miscellaneous

Section 7.1.  Principal Executive or Business Offices.  The Board of
Directors shall fix the location of the principal executive office of
the corporation at any place either within or without the State of

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California.  If the principal executive office is located outside
California and the corporation has one or more business offices in
California, the Board shall designate one of these offices as the
corporation's principal business office in California.

Section 7.2.  Fiscal year.  The fiscal year of the corporation shall be
determined by the Board of Directors.

Section 7.3. Seal.  The corporation may have a corporate seal which
shall have the name of the corporation inscribed thereon and shall be
in such form as may be approved from time to time by the Board of
Directors.  The corporate seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any other manner reproduced.

Section 7.4.  Interested Directors; Quorum.  Non contract or
transaction between the Corporation and one or more of its directors or
between the corporation and any other corporation, firm or association
in which one or more of its directors are directors, or have a
financial interest, shall be void or voidable solely for this reason,
or solely because such director or directors are present at the meeting
of the Board of Directors or committee thereof which authorizes,
approves or ratifies the contract or transaction, or solely because his
or her or their votes are counted for such purpose, if: (1) the
material facts as to his or her relationship or interest and as to the
contract or transaction are fully disclosed or are known to the
shareholders and such contract or transaction is approved by the
shareholders in good faith with the shares owned by the interested
director or directors are not being entitled to vote thereon;  (2) the
material facts as to his or her relationship or interest nd as to the
contract or transaction are fully disclosed or are known to the Board
or the committee, and the Board or committee authorizes, approves or
ratifies the contract or transaction in good faith by a vote sufficient
without counting the vote of the interested director or directors and
the contract or transaction is just and reasonable as to the
corporation at the time it was authorized, approved or ratified; or (3)
the contract or transaction is fair as to the Corporation of the time
its is authorized, approved or ratified, by the Board , a committee
thereof or the shareholders.  Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the
Boar or of a committee which authorizes the contract or transaction.

Section 7.5.  Indemnification.  The corporation shall have the power to
indemnify, to the maximum extent and in the manner permitted by the
California General Corporation Law (the "Code"), each of its directors,
officers, employees and agents against expenses (as defined in
subdivision (a) of Section 317 of the Code), judgments, fines,
settlements, and other amounts actually and reasonably incurred I
connection with any proceeding (as defined in subdivision (a) of
Section 317 of the Code), arising by reason of the fact that such
person is or was an agent of the corporation.  For purposes of this
Section 7.5, a "director" or "officer" of the corporation includes any
person (i) who is or was a director or officer of the corporation, (ii)
who is or was serving at the request of the corporation as a director
or officer of another corporation, partnership, joint venture, trust or

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other enterprise, or (iii) who was a director or officer of a
corporation which was a predecessor corporation of the corporation or
of another enterprise at the request of such predecessor corporation.

The corporation shall have the power, to the extent and in the manner
permitted by the Code, to indemnify each of its employees and agents
(other than directors and officers) against expenses (as defined in
subdivision (a) of Section 317 of the Code), judgments, fines,
settlements, and other amounts actually and reasonably incurred in
connection with any proceeding (as defined in subdivision 9a) of
Section 317 of the Code), arising by reason of the fact that such
person is or was an agent of the corporation.  For purposes of this
Section 7.5,, an "employee" or "agent" of the corporation includes any
person (i) who is or was an employee or agent of the corporation, (ii)
who is or was serving at the request of the corporation as an employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise, or (iii) who was an 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 7.6.  Amendment of By-Laws.  To the extent permitted by law
these by-laws ay be amended or repealed, and new by-laws adopted, by
the Board of Directors.  The shareholders entitled to vote, however,
retain the right to adopt additional by-laws and ay amend or repeal any
by-law whether or not adopted by them.