EXHIBIT 3.(ii)














BYLAWS

OF

TEMECULA VALLEY BANCORP INC.


TABLE OF CONTENTS


ARTICLE 1. STOCKHOLDERS	3
Section 1.1.	Annual Meeting.	3
Section 1.2.	Special Meetings.	3
Section 1.3.	Notice of Meetings.	3
Section 1.4.	Quorum.	4
Section 1.5.	Organization.	4
Section 1.6.	Conduct of Business.	4
Section 1.7.	Notice of Stockholder Business.	4
Section 1.8.	Proxies and Voting.	5
Section 1.9.	Stock List.	6
Section 1.10.	Stockholder Action by Written Consent.	6
ARTICLE 2. BOARD OF DIRECTORS	6
Section 2.1.	Number and Term of Office.	6
Section 2.2.	Vacancies and Newly Created
Directorships.	7
Section 2.3.	Removal.	7
Section 2.4.	Regular Meetings.	7
Section 2.5.	Special Meetings.	7
Section 2.6.	Quorum.	8
Section 2.7.	Participation in Meetings by Conference
Telephone.	8
Section 2.8.	Conduct of Business.	8
Section 2.9.	Powers.	8
Section 2.10.	Compensation of Directors.	9
Section 2.11.	Nomination of Director Candidates.	9
Section 2.12.	Honorary and Advisory Directors.	9
ARTICLE 3. COMMITTEES	9
Section 3.1.	Committees of the Board of Directors.	10
Section 3.2.	Conduct of Business.	10
ARTICLE 4. OFFICERS	10
Section 4.1.	Generally.	10
Section 4.2.	Chairman of the Board.	11
Section 4.3.	President.	11
Section 4.4.	Vice President.	11
Section 4.5.	Chief Financial Officer.	11
Section 4.6.	Secretary.	12
Section 4.7.	Delegation of Authority.	12
Section 4.8.	Removal.	12
Section 4.9.	Action With Respect to Securities of
Other Corporations.	12
ARTICLE 5. STOCK	12
Section 5.1.	Certificates of Stock.	12
Section 5.2.	Transfers of Stock.	13
Section 5.3.	Record Date.	13
Section 5.4.	Lost, Stolen or Destroyed Certificates.	13
Section 5.5.	Regulations.	13
ARTICLE 6. NOTICES	13
Section 6.1.	Notices.	13
Section 6.2.	Waivers.	14
ARTICLE 7. MISCELLANEOUS	14
Section 7.1.	Facsimile Signatures.	14
Section 7.2.	Corporate Seal.	14
Section 7.3.	Reliance Upon Books, Reports and
Records.	14
Section 7.4.	Fiscal Year.	14
Section 7.5.	Time Periods.	14
ARTICLE 8. INDEMNIFICATION OF DIRECTORS AND OFFICERS	15
Section 8.1.	Right to Indemnification.	15
Section 8.2.	Right of Claimant to Bring Suit.	16
Section 8.3.	Non-Exclusivity of Rights.	16
Section 8.4.	Indemnification Contracts.	17
Section 8.5.	Insurance.	17
Section 8.6.	Effect of Amendment.	17
ARTICLE 9. AMENDMENTS	17



BYLAWS
OF
TEMECULA VALLEY BANCORP INC.


ARTICLE 1.
STOCKHOLDERS

Section 1.1.	Annual Meeting.
An annual meeting of the stockholders of Temecula Valley Bancorp
Inc. (the "Corporation"), for the election of directors and for
the transaction of such other business as may properly come
before the meeting, shall be held at such place, on such date,
and at such time as the Board of Directors shall each year fix,
which date shall be within thirteen months subsequent to the
later of the date of incorporation or the last annual meeting of
stockholders.

Section 1.2.	Special Meetings.
Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by (1) the
Board of Directors pursuant to a resolution adopted by a majority
of the total number of authorized directors (whether or not there
exist any vacancies in previously authorized directorships at the
time any such resolution is presented to the Board for adoption),
(2) the Chairman of the Board, (3) the President or (4) the
holders of shares entitled to cast not less than twenty percent
(20%) of the votes at the meeting, and shall be held at such
place, on such date, and at such time as they shall fix.
Business transacted at special meetings shall be confined to the
purpose or purposes stated in the notice.

Section 1.3.	Notice of Meetings.
Written notice of the place, date and time of all meetings of the
stockholders shall be given not less than ten (10) nor more than
sixty (60) days before the date on which the meeting is to be
held, to each stockholder entitled to vote at such meeting,
except as otherwise provided herein or required by law (meaning,
here and hereinafter, as required from time to time by the
Delaware General Corporation Law or the Certificate of
Incorporation of the Corporation).

	When a meeting is adjourned to another place, date or time,
written notice need not be given of the adjourned meeting if the
place, date and time thereof are announced at the meeting at
which the adjournment is taken; provided, however, that if the
date of any adjourned meeting is more than thirty (30) days after
the date for which the meeting was originally noticed, or if a
new record date is fixed for the adjourned meeting, written
notice of the place, date and time of the adjourned meeting shall
be given in conformity herewith.  At any adjourned meeting, any
business may be transacted which might have been transacted at
the original meeting.

Section 1.4.	Quorum.
At any meeting of the stockholders, the holders of a majority of
all of the shares of the stock entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum for all
purposes, unless or except to the extent that the presence of a
larger number may be required by law or by the Certificate of
Incorporation or Bylaws of this Corporation.

	If a quorum shall fail to attend any meeting, the chairman
of the meeting or the holders of a majority of the shares of
stock entitled to vote who are present, in person or by proxy,
may adjourn the meeting to another place, date, or time.

	If a notice of any adjourned special meeting of stockholders
is sent to all stockholders entitled to vote thereat, stating
that it will be held with those present constituting a quorum,
then except as otherwise required by law, those present at such
adjourned meeting shall constitute a quorum, and all matters
shall be determined by a majority of the votes cast at such
meeting.

Section 1.5.	Organization.
Such person as the Board of Directors may have designated or, in
the absence of such a person, the Chief Executive Officer of the
Corporation or, in his absence, such person as may be chosen by
the holders of a majority of the shares entitled to vote who are
present, in person or by proxy, shall call to order any meeting
of the stockholders and act as chairman of the meeting.  In the
absence of the Secretary of the Corporation, the Secretary of the
meeting shall be such person as the Chairman appoints.

Section 1.6.	Conduct of Business.
The chairman of any meeting of stockholders shall determine the
order of business and the procedure at the meeting, including
such regulation of the manner of voting and the conduct of
discussion as seem to him in order.

Section 1.7.	Notice of Stockholder Business.
At an annual or special meeting of the stockholders, only such
business shall be conducted as shall have been properly brought
before the meeting.  To be properly brought before a meeting,
business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of
Directors, (b) properly brought before the meeting by or at the
direction of the Board of Directors, (c) properly brought before
an annual meeting by a stockholder, or (d) properly brought
before a special meeting by a stockholder, but if, and only if,
the notice of a special meeting provides for business to be
brought before the meeting by stockholders.  For business to be
properly brought before a meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation.  To be timely, a stockholder
proposal to be presented at an annual meeting shall be received
at the Corporation's principal executive offices not less than
120 calendar days in advance of the date that the Corporation's
(or the Corporation's predecessor's) proxy statement was released
to stockholders in connection with the previous year's annual
meeting of stockholders, except that if no annual meeting was
held in the previous year or the date of the annual meeting has
been changed by more than 30 calendar days from the date
contemplated at the time of the previous year's proxy statement,
or in the event of a special meeting, notice by the stockholder
to be timely must be received not later than the close of
business on the tenth day following the day on which such notice
of the date of the meeting was mailed or such public disclosure
was made.  A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before
the annual or special meeting (a) a brief description of the
business desired to be brought before the annual or special
meeting and the reasons for conducting such business at the
annual or special meeting, (b) the name and address, as they
appear on the Corporation's books, of the stockholder proposing
such business, (c) the class and number of shares of the
Corporation which are beneficially owned by the stockholder, and
(d) any material interest of the stockholder in such business.
Notwithstanding anything in the Bylaws to the contrary, no
business shall be conducted at an annual or special meeting
except in accordance with the procedures set forth in this
Section 1.7.  The chairman of an annual or special 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 1.7, and if he
should so determine, he shall so declare to the meeting and any
such business not properly brought before the meeting shall not
be transacted.

Section 1.8.	Proxies and Voting.
At any meeting of the stockholders, every stockholder entitled to
vote may vote in person or by proxy authorized by an instrument
in writing filed in accordance with the procedure established for
the meeting.

	Each stockholder shall have one vote for every share of
stock entitled to vote which is registered in his name on the
record date for the meeting, except as otherwise provided herein
or required by law.

	All voting, except where otherwise required by law, may be
by a voice vote provided, however, that upon demand therefor by a
stockholder entitled to vote or by his or her proxy, a stock vote
shall be taken.  Every stock vote shall be taken by ballots, each
of which shall state the name of the stockholder or proxy voting
and such other information as may be required under the procedure
established for the meeting.  Every vote taken by ballots shall
be counted by an inspector or inspectors appointed by the
chairman of the meeting.

	All elections shall be determined by a plurality of the
votes cast, and except as otherwise required by law (see General
California Corporations Law Section 2115(b), if applicable) or
these Bylaws, all other matters shall be determined by a majority
of the votes cast.

Section 1.9.	Stock List.
A complete list of stockholders entitled to vote at any meeting
of stockholders, arranged in alphabetical order for each class of
stock and showing the address of each such stockholder and the
number of shares registered in his or her name, shall be open to
the examination of any such stockholder, for any purpose germane
to the meeting, during ordinary business hours for a period of at
least ten (10) days prior to the meeting, either at a place
within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held.

	The stock list shall also be kept at the place of the
meeting during the whole time thereof and shall be open to the
examination of any such stockholder who is present.  This list
shall presumptively determine the identity of the stockholders
entitled to vote at the meeting and the number of shares held by
each of them.

Section 1.10.	Stockholder Action by Written Consent.
Any action which may be taken at any annual or special meeting of
stockholders may be taken without a meeting and without prior
notice, if a consent in writing, setting forth the actions so
taken, is signed by the holders of outstanding shares having not
less than the minimum number of votes which would be necessary to
authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.  All such
consents shall be filed with the Secretary of the Corporation and
shall be maintained in the corporate records.  Prompt notice of
the taking of a corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders
who have not consented in writing.

ARTICLE 2.
BOARD OF DIRECTORS

Section 2.1.	Number and Term of Office.
The number of directors shall initially be six (6), and,
thereafter, shall be fixed from time to time exclusively by the
Board of Directors pursuant to a resolution adopted by a majority
of the total number of authorized directors (whether or not there
exist any vacancies in previously authorized directorships at the
time any such resolution is presented to the Board for adoption)
provided that the number fixed shall be no less than five (5) and
no more than twenty five (25).  Each director shall hold office
until his successor is elected and qualified or until his earlier
death, resignation, retirement, disqualification or removal.

Section 2.2.	Vacancies and Newly Created Directorships.
Newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of
Directors resulting from death, resignation, retirement,
disqualification, or other cause (other then removal from office
by a vote of the stockholders) may be filled only by a majority
vote of the directors then in office, though less than a quorum,
and directors so chosen shall hold office for a term expiring at
the next annual meeting of stockholders.  No decrease in the
number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.

Section 2.3.	Removal.
Any director, or the entire Board of Directors, may be removed
from office at any time, with or without cause, but only by the
affirmative vote of the holders of at least a majority of the
voting power of all of the then outstanding shares of stock of
the Corporation entitled to vote generally in the election of
directors, voting together as a single class, subject, however,
to the provisions of Section 2115(b) of the General Corporation
Law of California, if applicable.  Vacancies in the Board of
Directors resulting from such removal may be filled by (i) a
majority of the directors then in office, though less than a
quorum, or (ii) the stockholders at a special meeting of the
stockholders properly called for that purpose, by the vote of the
holders of a majority of the shares entitled to vote at such
special meeting subject to the provisions of Section 2115(b) of
the General Corporation Law of California, if applicable.
Directors so chosen shall hold office until the next annual
meeting of stockholders.

Section 2.4.	Regular Meetings.
Regular meetings of the Board of Directors shall be held at such
place or places, on such date or dates, and at such time or times
as shall have been established by the Board of Directors and
publicized among all directors.  A notice of each regular meeting
shall not be required.

Section 2.5.	Special Meetings.
Special meetings of the Board of Directors may be called by two
(2) or more of the directors then in office (rounded up to the
nearest whole number), by the Chairman of the Board or by the
Chief Executive Officer and shall be held at such place, on such
date, and at such time as they or he shall fix.  Notice of the
place, date and time of each such special meeting shall be given
each director by whom it is not waived by mailing written notice
not less than five (5) days before the meeting (one (1) day
before the meeting if delivered by an overnight courier service
and two (2) days before the meeting if by overseas courier
service) or by telephoning, telecopying, telegraphing or
personally delivering the same not less than twenty-four (24)
hours before the meeting.  Unless otherwise indicated in the
notice thereof, any and all business may be transacted at a
special meeting.

Section 2.6.	Quorum.
At any meeting of the Board of Directors, a majority of the total
number of authorized directors shall constitute a quorum for all
purposes.  If a quorum shall fail to attend any meeting, a
majority of those present may adjourn the meeting to another
place, date or time, without further notice or waiver thereof.

Section 2.7.	Participation in Meetings by Conference Telephone.
Members of the Board of Directors, or of any committee of the
Board of Directors, may participate in a meeting of such Board or
committee by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other and such
participation shall constitute presence in person at such
meeting.

Section 2.8.	Conduct of Business.
At any meeting of the Board of Directors, business shall be
transacted in such order and manner as the Board may from time to
time determine, and all matters shall be determined by the vote
of a majority of the directors present, except as otherwise
provided herein or required by law.  Action may be taken by the
Board of Directors without a meeting if all members thereof
consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors.

Section 2.9.	Powers.
The Board of Directors may, except as otherwise required by law,
exercise all such powers and do all such acts and things as may
be exercised or done by the Corporation, including, without
limiting the generality of the foregoing, the unqualified power:

(1)	To declare dividends from time to time in
accordance with law;

(2)	To purchase or otherwise acquire any
property, rights or privileges on such terms as it shall
determine;

(3)	To authorize the creation, making and
issuance, in such form as it may determine, of written
obligations of every kind, negotiable or non-negotiable, secured
or unsecured, and to do all things necessary in connection
therewith;

(4)	To remove any officer of the Corporation with
or without cause, and from time to time to pass on the powers and
duties of any officer upon any other person for the time being;

(5)	To confer upon any officer of the Corporation
the power to appoint, remove and suspend subordinate officers,
employees and agents;

(6)	To adopt from time to time such stock option,
stock purchase, bonus or other compensation plans for directors,
officers, employees and agents of the Corporation and its
subsidiaries as it may determine;

(7)	To adopt from time to time such insurance,
retirement and other benefit plans for directors, officers,
employees and agents of the Corporation and its subsidiaries as
it may determine; and

(8)	To adopt from time to time regulations, not
inconsistent with these Bylaws, for the management of the
Corporation's business and affairs.

Section 2.10.	Compensation of Directors.
Directors, as such, may receive, pursuant to resolution of the
Board of Directors, fixed fees and other compensation for their
services as directors, including, without limitation, their
services as members of committees of the Board of Directors.

Section 2.11.	Nomination of Director Candidates.
Nominations for the election of directors may be made by the
Board of Directors or a proxy committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election
of directors.

Section 2.12.	Honorary and Advisory Directors.
The Board of Directors of the Corporation may appoint any
individual as Honorary Director, Director Emeritus or member of
any advisory board established by the Board of Directors.  Any
individual so appointed may be compensated as provided in Section
2.10, but such individual may not vote at any meeting of the
Board of Directors or be counted in determining a quorum for any
purpose, and shall not have any responsibility or be subject to
any liability imposed upon a director or otherwise be deemed a
director.

ARTICLE 3.
COMMITTEES

Section 3.1.	Committees of the Board of Directors.
The Board of Directors, by a vote of a majority of the whole
Board, may from time to time designate committees of the Board,
with such lawfully delegable powers and duties as it thereby
confers, to serve at the pleasure of the Board and shall, for
those committees and any others provided for herein, elect a
director or directors to serve as the member or members,
designating, if it desires, other directors as alternate members
who may replace any absent or disqualified member at any meeting
of the committee.  Any committee so designated may recommend that
the Board of Directors declare a dividend, authorize the issuance
of stock or adopt an agreement of merger or consolidation if the
resolution which designates the committee or a supplemental
resolution of the Board of Directors shall so provide.  In the
absence or disqualification of any member of any committee and
any alternate member in his place, the member or members of the
committee present at the meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may by
unanimous vote appoint another member of the Board of Directors
to act at the meeting in the place of the absent or disqualified
member.  Each committee of the Board shall consist of one or more
members.

Section 3.2.	Conduct of Business.
Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith,
except as otherwise provided herein or required by law.  Adequate
provision shall be made for notice to members of all meetings and
all matters shall be determined by a majority vote of the members
present.  Action may be taken by any committee without a meeting
if all members thereof consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings
of such committee.

ARTICLE 4.
OFFICERS

Section 4.1.	Generally.
The officers of the Corporation shall consist of a President, a
Secretary and a Chief Financial Officer.  The Corporation may
also have, at the discretion of the Board of Directors, a
Chairman of the Board, a Chief Executive Officer, one or more
Vice Presidents, and such other officers as may from time to time
be appointed by the Board of Directors.  Each officer shall hold
office until his or her successor is elected and qualified or
until his or her earlier resignation or removal.  Any number of
offices may be held by the same person.

Section 4.2.	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 of
Directors, and exercise and perform such other powers and duties
as may be from time to time assigned to him by the Board of
Directors or as provided by these Bylaws.

Section 4.3.	President.
Subject to such supervisory powers of the Chairman of the Board,
if there be such an officer, the President shall be the general
manager and Chief Executive Officer of the Corporation and shall,
subject to the control of the Board of Directors, have general
supervision, direction and control of the business and officers
of the Corporation.  He shall preside at all meetings of the
stockholders.  He shall be ex officio a member of all the
standing committees, including the executive committee, if any,
and shall have the general powers and duties of management
usually vested in the office of President of a Corporation, and
shall have such other powers and duties as may be prescribed by
the Board of Directors or by these Bylaws.

Section 4.4.	Vice President.
In the absence or disability of the President, the Vice
Presidents in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the
Board of Directors, shall perform the duties of the President,
and when so acting shall have all the powers of, and be subject
to all the restrictions upon, the President.  The Vice Presidents
shall have such other powers and perform such other duties as
from time to time may be prescribed for them respectively by the
Board of Directors or these Bylaws.

Section 4.5.	Chief Financial Officer.
The Chief Financial Officer shall keep and maintain or cause to
be kept and maintained, adequate and correct books and records of
account in written form or any other form capable of being
converted into written form.

	The Chief Financial Officer shall deposit all monies and
other valuables in the name and to the credit of the Corporation
with such depositaries as may be designated by the Board of
Directors.  He shall disburse all funds of the Corporation as may
be ordered by the Board of Directors, shall render to the
President and directors, whenever they request it, an account of
all of his transactions as Chief Financial Officer and of the
financial condition of the Corporation and shall have such other
powers and perform such other duties as may be prescribed by the
Board of Directors or by these Bylaws.

Section 4.6.	Secretary.
The Secretary shall keep, or cause to be kept, a book of minutes
in written form of the proceedings of the Board of Directors,
committees of the Board, and stockholders.  Such minutes shall
include all waivers of notice, consents to the holding of
meetings, or approvals of the minutes of meetings executed
pursuant to these Bylaws or the Delaware 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, a record of its stockholders, giving the
names and addresses of all stockholders and the number and class
of shares held by each.

	The Secretary shall give or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors
required by these Bylaws or by law to be given, and 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 of Directors or these Bylaws.

Section 4.7.	Delegation of Authority.
The Board of Directors may from time to time delegate the powers
or duties of any officer to any other officers or agents,
notwithstanding any provision hereof.

Section 4.8.	Removal.
Any officer of the Corporation may be removed at any time, with
or without cause, by the Board of Directors.

Section 4.9.	Action With Respect to Securities of Other
Corporations.
Unless otherwise directed by the Board of Directors, the
President or any officer of the Corporation authorized by the
President shall have power to vote and otherwise act on behalf of
the Corporation, in person or by proxy, at any meeting of
stockholders of or with respect to any action of stockholders of
any other corporation in which this Corporation may hold
securities and otherwise to exercise any and all rights and
powers which this Corporation may possess by reason of its
ownership of securities in such other corporation.

ARTICLE 5.
STOCK

Section 5.1.	Certificates of Stock.
Each stockholder shall be entitled to a certificate signed by, or
in the name of the Corporation by, the President or a Vice
President, and by the Secretary or an Assistant Secretary, or the
Chief Financial Officer, certifying the number of shares owned by
him or her.  Any of or all the signatures on the certificate may
be facsimile.

Section 5.2.	Transfers of Stock.
Transfers of stock shall be made only upon the transfer books of
the Corporation kept at an office of the Corporation or by
transfer agents designated to transfer shares of the stock of the
Corporation.  Except where a certificate is issued in accordance
with Section 5.4 of these Bylaws, an outstanding certificate for
the number of shares involved shall be surrendered for
cancellation before a new certificate is issued therefor.

Section 5.3.	Record Date.
The Board of Directors may fix a record date, which shall not be
more than sixty (60) nor fewer than ten (10) days before the date
of any meeting of stockholders, nor more than sixty (60) days
prior to the time for the other action hereinafter described, as
of which there shall be determined the stockholders who are
entitled:  to notice of or to vote at any meeting of stockholders
or any adjournment thereof; to receive payment of any dividend or
other distribution or allotment of any rights; or to exercise any
rights with respect to any change, conversion or exchange of
stock or with respect to any other lawful action.

Section 5.4.	Lost, Stolen or Destroyed Certificates.
In the event of the loss, theft or destruction of any certificate
of stock, another may be issued in its place pursuant to such
regulations as the Board of Directors may establish concerning
proof of such loss, theft or destruction and concerning the
giving of a satisfactory bond or bonds of indemnity.

Section 5.5.	Regulations.
The issue, transfer, conversion and registration of certificates
of stock shall be governed by such other regulations as the Board
of Directors may establish.

ARTICLE 6.
NOTICES

Section 6.1.	Notices.
Except as otherwise specifically provided herein or required by
law, all notices required to be given to any stockholder,
director, officer, employee or agent shall be in writing and may
in every instance be effectively given by hand delivery to the
recipient thereof, by depositing such notice in the mails,
postage paid, or by sending such notice by prepaid telegram,
mailgram, telecopy or commercial courier service.  Any such
notice shall be addressed to such stockholder, director, officer,
employee or agent at his last known address as the same appears
on the books of the Corporation.  The time when such notice shall
be deemed to be given shall be the time such notice is received
by such stockholder, director, officer, employee or agent, or by
any person accepting such notice on behalf of such person, if
hand delivered, or the time such notice is dispatched, if
delivered through the mails or by telegram, courier or mailgram.

Section 6.2.	Waivers.
A written waiver of any notice, signed by a stockholder,
director, officer, employee or agent, whether before or after the
time of the event for which notice is to be given, shall be
deemed equivalent to the notice required to be given to such
stockholder, director, officer, employee or agent.  Neither the
business nor the purpose of any meeting need be specified in such
a waiver.  Attendance of a person at a meeting shall constitute a
waiver of notice for such meeting, except when the person attends
a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.

ARTICLE 7.
MISCELLANEOUS

Section 7.1.	Facsimile Signatures.
In addition to the provisions for use of facsimile signatures
elsewhere specifically authorized in these Bylaws, facsimile
signatures of any officer or officers of the Corporation may be
used whenever and as authorized by the Board of Directors or a
committee thereof.

Section 7.2.	Corporate Seal.
The Board of Directors may provide a suitable seal, containing
the name of the Corporation, which seal shall be in the charge of
the Secretary.  If and when so directed by the Board of Directors
or a committee thereof, duplicates of the seal may be kept and
used by the Chief Financial Officer or by an Assistant Secretary
or other officer designated by the Board of Directors.

Section 7.3.	Reliance Upon Books, Reports and Records.
Each director, each member of any committee designated by the
Board of Directors, and each officer of the Corporation shall, in
the performance of his duties, be fully protected in relying in
good faith upon the books of account or other records of the
Corporation, including reports made to the Corporation by any of
its officers, by an independent certified public accountant or by
an appraiser.

Section 7.4.	Fiscal Year.
The fiscal year ending of the Corporation shall be on the 31st
day of December of each year.

Section 7.5.	Time Periods.
In applying any provision of these Bylaws which require that an
act be done or not done a specified number of days prior to an
event or that an act be done during a period of a specified
number of days prior to an event, calendar days shall be used,
the day of the doing of the act shall be excluded, and the day of
the event shall be included.

ARTICLE 8.
INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 8.1.	Right to Indemnification.
Each person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative
("proceeding"), by reason of the fact that he or she or a person
of whom he or she is the legal representative, is or was a
director or, officer of the Corporation or is or was serving at
the request of the Corporation as a director, officer or employee
of another corporation, or of a partnership, joint venture, trust
or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged
action in an official capacity as a director, officer or employee
or in any other capacity while serving as a director, officer or
employee, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the laws of
Delaware, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader
indemnification rights than said laws permitted the Corporation
to provide prior to such amendment) against all expenses,
liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties, amounts paid or to be paid in
settlement and amounts expended in seeking indemnification
granted to such person under applicable law, this Bylaw or any
agreement with the Corporation) reasonably incurred or suffered
by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a director,
officer or employee and shall inure to the benefit of his or her
heirs, executors and administrators; provided, however, that,
except as provided in Section 8.2, the Corporation shall
indemnify any such person seeking indemnity in connection with an
action, suit or proceeding (or part thereof) initiated by such
person only if (a) such indemnification is expressly required to
be made by law, (b) the action, suit or proceeding (or part
thereof) was authorized by the Board of Directors of the
Corporation, (c) such indemnification is provided by the
Corporation, in its sole discretion, pursuant to the powers
vested in the Corporation under the Delaware General Corporation
Law, or (d) the action, suit or proceeding (or part thereof) is
brought to establish or enforce a right to indemnification under
an indemnity agreement or any other statute or law or otherwise
as required under Section 145 of the Delaware General Corporation
Law.  Such right shall be a contract right and shall include the
right to be paid by the Corporation expenses incurred in
defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General
Corporation Law then so requires, the payment of such expenses
incurred by a director or officer of the Corporation in his or
her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while
a director or officer, including, without limitation, service to
an employee benefit plan) in advance of the final disposition of
such proceeding, shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it should be
determined ultimately that such director or officer is not
entitled to be indemnified under this Section or otherwise.  The
foregoing is qualified to the extent of General Corporation Law
of California at Section 2115(b), if applicable.

Section 8.2.	Right of Claimant to Bring Suit.
If a claim under Section 8.1 is not paid in full by the
Corporation within ninety (90) days after a written claim has
been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if such suit is not frivolous or
brought in bad faith, the claimant shall be entitled to be paid
also the expense of prosecuting such claim.  It shall be a
defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding
in advance of its final disposition where the required
undertaking, if any, has been tendered to this Corporation) that
the claimant has not met the standards of conduct which make it
permissible under the Delaware General Corporation Law for the
Corporation to indemnify the claimant for the amount claimed, but
the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to
have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard
of conduct set forth in the Delaware General Corporation Law, nor
an actual determination by the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders)
that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption
that a claimant has not met such applicable standard of conduct.

Section 8.3.	Non-Exclusivity of Rights.
The rights conferred on any person by Sections 8.1 and 8.2 shall
not be exclusive of any other right which such persons may have
or hereafter acquire under any statute, provision of the
Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.

Section 8.4.	Indemnification Contracts.
The Board of Directors is authorized to enter into a contract
with any director, officer, employee or agent of the Corporation,
or any person serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including
employee benefit plans, providing for indemnification rights
equivalent to or, if the Board of Directors so determines,
greater than, those provided for in this Article VIII.

Section 8.5.	Insurance.
The Corporation may maintain insurance to the extent reasonably
available, at its expense, to protect itself and any such
director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether
or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under Delaware
General Corporation Law.

Section 8.6.	Effect of Amendment.
Any amendment, repeal or modification of any provision of this
Article VIII by the stockholders or the directors of the
Corporation shall not adversely affect any right or protection of
a director or officer of the Corporation existing at the time of
such amendment, repeal or modification.

ARTICLE 9.
AMENDMENTS

	Subject to any contrary or limiting provisions contained in
the Certificate of Incorporation, the Board of Directors is
expressly empowered to adopt, amend or repeal Bylaws of the
Corporation, subject to the right of the stockholders to adopt,
amend, alter or repeal the Bylaws of the Corporation.  Any
adoption, amendment or repeal of Bylaws of the Corporation by the
Board of Directors shall require the approval of a majority of
the total number of authorized directors (whether or not there
exist any vacancies in previously authorized directorships at the
time any resolution providing for adoption, amendment or repeal
is presented to the Board).  The holders of at least a majority
of the shares of the stock of the Corporation shall also have
power to adopt, amend or repeal the Bylaws of the Corporation.





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