Exhibit 3.102

                                     BYLAWS

                                       OF

                             ANDRITA STUDIOS, INC.,
                            a California Corporation

                               ARTICLE I. OFFICES

     SECTION 1.  PRINCIPAL EXECUTIVE OFFICE. The principal executive office of
the corporation is hereby fixed and located at: 3030 Andrita Street, Los
Angeles, California 90065. The Board of Directors (herein called the "Board") is
hereby granted full power and authority to change said principal executive
office from one location to another. Any such change shall be noted on the
Bylaws opposite this Section, or this Section may be amended to state the new
location.

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

                            ARTICLE II. SHAREHOLDERS

     SECTION 1.  PLACE OF MEETINGS. Regular or special meetings of the
shareholders shall be held at any place within or without the State of
California which has been designated in the notice of meeting or, if not stated
in the notice or there is no notice, designated by resolution of the Board. In
the absence of such designation regular meetings shall be held at the principal
executive office of the corporation.

     SECTION 2.  ANNUAL MEETINGS. The annual meetings of shareholders shall be
held at such place and at such time as may be determined from time to time by
the Board of Directors; provided, however, that should said day fall upon a
Saturday, Sunday, or legal holiday observed by the corporation at its principal
executive office, then any such annual meeting of shareholders shall be held at
the same time and place on the next day thereafter ensuing which is a full
business day. 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 10 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 the 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,

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not less than 35 nor more than 60 days after the receipt or request. If the
notice is not given within 20 days after receipt of the request, the persons
entitled to call the meeting may give the notice.

     SECTION 4.  NOTICE OF ANNUAL OR SPECIAL MEETING. Written notice of each
annual or special meeting of shareholders shall be given not less than 10 nor
more than 60 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, but, subject to
the provisions of applicable law, any proper matter may be presented at the
meeting for such action. The notice of any meeting at which directors are to be
elected shall include the names of nominees intended at the time of the notice
to be presented by management for election.

                 Notice of a shareholders meeting shall be given either
personally or by 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.
The shareholders present at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum.

     SECTION 6.  ADJOURNED MEETING AND NOTICE THEREOF. Any shareholders'
meeting, whether or not a quorum is present, may be adjourned from time to time
by the vote of a majority of the shares, the holders of which are either present
in person or represented by proxy thereat, but in the absence of a quorum
(except as provided in Section 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
meeting, notice of the adjourned meeting shall be given as in the case of an
original meeting.

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     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.

                 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 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 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 subdivision, unless the contrary is
shown.

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

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                 (g)  Shares held by the corporation in a fiduciary capacity,
and shares of the 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 proxy-holders) 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;

                      (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.

                      Subject to the following sentence and to the provisions of
Section 708 of the California General Corporation Law, 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 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 for any candidate or candidates pursuant to the
preceding sentence 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.

                      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.

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                      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.

     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 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 of 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 45 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 of 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, except as provided in Section
601(f) of the California General Corporation Law.

     SECTION 10. ACTION WITHOUT MEETING. Subject to Section 603 of the
California General Corporation Law, any action which, under any provision of the
California General Corporation Law, may be taken at any annual or special
meeting of shareholders, may be taken without a meeting and without prior notice
if a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Unless a
record date for voting purpose be fixed as provided in Section 8 of this
Article, the record date for

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determining shareholders entitled to give consent pursuant to this Section 10,
when no prior action by the Board has been taken, shall be the day on which the
first written consent is given.

     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. 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 by a writing
delivered to the corporation stating that the proxy is revoked or by a
subsequent proxy executed by, or 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 11 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 any persons other than nominees for office
as 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; the shares
represented at the meeting, the existence of a quorum; the authenticity,
validity, and effect of proxies; receiving votes, ballots, or consents; hearing
and determining all challenges and questions in any way arising in connection
with the right to vote; counting and tabulating all votes or consents,
determining when the polls shall close; determining the result; and doing such
acts as may be proper to conduct the election or vote with fairness to all
shareholders. If there are three inspectors of election, the decision, act, or
certificate of a majority is effective in all respects as the decision, act, or
certificate of all.

                             ARTICLE III. DIRECTORS

     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:

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                 (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, or with 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 regulations therefor not
inconsistent with law, or with 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 in their judgment they may deem best.

                 (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 AND QUALIFICATION OF DIRECTORS. The authorized number of
directors shall be two (2) until changed by amendment of the Articles or by a
Bylaw duly adopted by the shareholders amending this Section 2.

     SECTION 3.  ELECTION AND TERM OF OFFICE. The directors shall be elected at
each annual meeting of 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, 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, including 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

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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.

                 The shareholders may elect a director or directors at any time
to fill any vacancy or vacancies not filled by the directors. Any such election
by written consent requires the consent of a majority of the outstanding shares
entitled to vote. If the Board accepts the resignation of a director tendered to
take effect at a future time, the Board or the shareholders shall have power to
elect a successor to take office when the resignation is to become effective.

                 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.

     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, or the Secretary or by any two directors.

                 Special meetings of the Board shall be held upon four days'
written notice or 48 hours' notice given personally or by telephone, telegraph,
telex, or other similar means of communication. 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 hereinafter provided. 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 OR OTHER
COMMUNICATIONS EQUIPMENT. Members of the Board of Directors may participate in a
meeting through use of conference telephone, electronic video screen
communication, or other communications equipment, provided, however, that
nothing in this paragraph is intended to permit presence at a meeting via
participation through any communications equipment except as set forth in
section 307(a)(6) of the California Corporations Code, or to impose any
additional restrictions beyond those set forth in that section. Participation in
a meeting through use of conference telephone constitutes presence in person at
that meeting as long as all members participating in the meeting are able to
hear one another. Participation in a meeting through the use of electronic video
screen communication or other communications equipment (other than conference
telephone) constitutes presence in person at that meeting if all of the
following apply: (i) each member participating in the meeting can communicate
with all of the other members concurrently; (ii) each member is provided the
means of participating in all matters before the board, including, without
limitation, the capacity to propose, or to interpose an objection to, a specific
action to be taken by the corporation; and (iii) it is possible to verify both
that each person participating in the meeting is a director or other person
entitled to participate in the board meeting, and that all actions of, or votes
by, the board are taken or cast only by the directors and not by persons who are
not directors. The way that the corporation shall verify both that each person
participating in the meeting is a director or other person entitled to
participate in the board meeting, and that all actions of, or votes by, the
Board are taken or cast only by directors and not by persons who are not
directors shall be determined from time to time by the Board of Directors.

     SECTION 10. WAIVER OF NOTICE. The transactions of any meeting of the Board,
however called and noticed or wherever held, are as valid as though had at a
meeting duly held after regular call and notice if a quorum be present and if,
either before or after the meeting, each of the directors not present signs a
written waiver of notice, a consent to holding such meeting or an approval of
the minutes thereof. All such waivers, consents, or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.

     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. 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 time of the
adjournment.

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     SECTION 12. FEES AND COMPENSATION. Directors and members 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.

     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 on the Board or on any committee;

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

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

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

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

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

                 Any such committee must be appointed by resolution adopted by a
majority of the authorized number of directors and may be designated an
Executive Committee or by such other name as the Board shall specify. 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

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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 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, a treasurer, one or more
vice-presidents, one or more assistant secretaries, one or more assistant
treasurers, 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 corporation, except such officers
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 of Directors 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.

                 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.

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     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 PRESIDENT. 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 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
the meetings of the shareholders and of the Board and of any committees thereof
required by these Bylaws or by law to be given, shall keep the seal of the
corporation in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board.

     SECTION 10. THE CHIEF FINANCIAL OFFICER. The Chief Financial Officer 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

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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 Chief Financial Officer shall cause all moneys and other
valuables to be deposited in the name and to the credit of the corporation with
such depositaries as may be designated by the Board. The Chief Financial Officer
shall disburse the funds of the corporation as may be ordered by the Board,
shall render to the President and directors, whenever they request it, an
account of all 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.

     SECTION 11. EXCESSIVE COMPENSATION. If the Internal Revenue Service
disallows as a business deduction to the corporation any part of any salary,
fees, other compensation, or other amounts paid by the corporation for services
rendered to any officer, director, employee, independent contractor, or the
like, as being excessive and not an ordinary and necessary business expense,
that part disallowed shall be repaid to the corporation by such officer,
director, employee, independent contractor or the like.

                           ARTICLE V. 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 such voting shares and have filed a Schedule
14B 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.

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                 (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 certificate at any reasonable time during usual
business hours, for a purpose reasonably related to such holders' 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 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 of the corporation is outside
the State of California and the corporation has no principal business office in
such state it shall upon the written notice of any shareholder send 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
endorsement thereof executed or entered into between this 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 Chief Financial
Officer, the Treasurer or any Assistant Treasurer of this corporation shall be
valid and binding on this corporation in the absence of actual knowledge on the
part of the other person that the signing officers 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, unless
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 Chief Financial Officer or the treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary, certifying the number of shares and the
class or series of shares owned by the shareholder. Any or all of the signatures
on the certificate may be facsimile. 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.

                 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.

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                 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, in case 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 CORPORATIONS. 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 and 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 the
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.

     SECTION 7.  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.

     SECTION 8.  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.

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                           ARTICLE VI. INDEMNIFICATION

     SECTION 1.  INDEMNIFICATION.

                 (a)  The corporation shall have the power to indemnify its
"agents" (as defined in Section 317 of the California General Corporation Law),
to the full extent permitted by said Section and applicable law.

                 (b)  The corporation shall indemnify its officers and directors
who were or are parties, or threatened to be made parties, to any "proceeding"
(as defined in Section 317 of the General Corporation Law), from and against any
and all claims, expenses (including attorney's fees and court costs) judgments,
fines, amounts paid in settlement, and other costs and amounts actually and
reasonably incurred in connection with such "proceeding" to the broadest and
maximum extent permitted by California Law if such person acted in the course
and scope of his position with the corporation, acted in good faith, and acted
in a manner such person reasonably believed to be in the best interests of the
corporation and its shareholders (and in the case of a criminal proceeding had
no reasonable cause to believe that the conduct of such person was unlawful);
provided, however, that the determination whether the officer or director has
met the applicable standard of conduct and indemnification therefor is proper
shall be determined in each specific case in accordance with Section 317 of the
General Corporation Law; and provided, further, that this indemnification shall
not apply to any acts, omissions or transactions for which indemnification is
expressly prohibited by Sections 204 or 317 of the General Corporation Law.

                 (c)  Expenses reasonably and actually incurred by an officer or
director in any "proceeding" shall be advanced by the corporation as and when
incurred prior to final disposition of the "proceeding" on receipt of an
undertaking, which need not be secured, by or on behalf of the officer or
director to repay such amount if it is ultimately determined that the officer or
director is not entitled to indemnification.

                 (d)  The Board of Directors is authorized to enter into
contracts with any "agent" of this corporation, or any person serving at the
request of this 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 to the maximum
extent permitted by California Law.

     SECTION 2.  INSURANCE. The corporation shall have power to purchase and
maintain insurance on behalf of any agent of the corporation against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such whether or not the corporation would have the
power to indemnify the agent against such liability under the provisions of this
Article.

     SECTION 3.  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

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plan in such person's capacity as such, even though such person may also be an
agent of the corporation as defined in Section 1. Nothing contained in this
Article shall limit any right to indemnification to which such a trustee,
investment manager, or other fiduciary may be entitled by contract or otherwise
which shall be enforceable to the extent permitted by applicable law other than
Section 317 of the California General Corporation Law.

                          ARTICLE VII. EMERGENCY BYLAWS

     During any emergency resulting from an attack on the United States or on a
locality in which the corporation conducts its business or customarily holds
meetings of its Board or its shareholders, or during any nuclear or atomic
disaster, or during the existence of any catastrophe, or other similar emergency
condition, as a result of which a quorum of the Board or of the executive
committee, if any, cannot readily be convened for action, a meeting of the Board
or of said committee may be called by any officer or director. Such notice may
be given only to such of the directors or members of the committee, as the case
may be, as it may be feasible to reach at the time and by such means as may be
feasible at the time.

     The director or directors in attendance at the meeting of the Board, and
the member or members of the executive committee, if any, in attendance at the
meeting of the committee shall constitute a quorum. If none is in attendance at
the meeting, the officers or other persons designated on a list approved by the
Board before the emergency, all in such order of priority and subject to such
conditions and for such period of time (not longer than reasonably necessary
after the termination of the emergency) as may be provided in the resolution
approving the list, shall, to the extent required to provide a quorum at any
meeting of the Board or of the executive committee, be deemed directors or
members of the committee, as the case may be, for such meeting.

     The Board, either before or during any such emergency, may provide, and
from time to time modify, lines of succession in the event that during such
emergency any or all officers or agents of the corporation shall for any reason
be rendered incapable of discharging their duties. The Board, either before or
during any such emergency, may, effective in the emergency, change the principal
executive office or designate several alternative offices or authorize the
officers so to do.

                            ARTICLE VIII. AMENDMENTS

     These Bylaws may be amended or repealed either by approval of the
outstanding shares or by the approval of the Board; 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 Board or vice versa may only be adopted by approval of the outstanding
shares.

                                    * * * * *

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