BYLAWS



                              HB ACQUISITION CORP.



                           (a California corporation)



                            ARTICLE I - SHAREHOLDERS



               1. CERTIFICATES FOR SHARES. Each certificate for shares of the

corporation shall set forth thereon the name of the record holder of the shares

represented thereby, the number of shares and the class or series of shares

owned by said holder, the par value, if any, of the shares represented thereby,

and such other statements, as applicable, prescribed by Sections 416-419,

inclusive, and other relevant Sections of the General Corporation Law of the

State of California (the "General Corporation Law") and such other statements,

as applicable, which may be prescribed by the Corporate Securities Law of 1968

of the State of California and any other applicable provision of law. Each such

certificate issued shall be signed in the name of the corporation by the

Chairman of the Board of Directors, if any, or the Vice Chairman of the Board of

Directors, if any, the President, if any, or a Vice President, if any, and by

the chief financial officer or a Treasurer, an Assistant Treasurer or the

Secretary or an Assistant Secretary. Any or all of the signatures on a

certificate for shares may be facsimile. In case any officer, transfer agent or

registrar who has signed or whose facsimile signature has been placed upon a

certificate for shares 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.



               In the event that the corporation shall issue the whole or any

part of its shares as partly paid and subject to call for the remainder of the

consideration to be paid therefor, any such certificate for shares shall set

forth thereon the statements prescribed by Section 409 of the General

Corporation Law.



               The corporation may issue a new certificate for shares or for any

other security in the place of any other certificate theretofore issued by it,

which is alleged to have been lost, stolen or destroyed. As a condition to such

issuance, the corporation may require any such owner of the allegedly lost,

stolen or destroyed certificate or any such owner's legal representative to give

the corporation a bond, or other adequate security, sufficient to indemnify it

against any claim that may be made against it, including any expense or

liability, on account of the alleged loss, theft or destruction of any such

certificate or the issuance of such new certificate.







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               2. FRACTIONAL SHARES. Subject to, and in compliance with, the

provisions of Section 407 and any other provisions of the General Corporation

Law the corporation may, but need not, issue fractions of a share originally or

upon transfer. If the corporation does not issue fractions of a share, it shall

in connection with any original issuance of shares arrange for the disposition

of fractional interest by those entitled thereto, or pay in cash the fair value

of fractions of a share as of the time when those entitled to receive such

fractions are determined, or issue scrip or warrants in registered or bearer

form which shall entitle the holder to receive a certificate for a full share

upon the surrender of such scrip or warrants aggregating a full share. A

certificate for a fractional share shall, but scrip or warrants shall not unless

otherwise provided therein, entitle the holder to exercise voting rights, to

receive dividends thereon and to participate in any of the assets of the

corporation in the event of liquidation. The Board of Directors may cause scrip

or warrants to be issued subject to the condition that they shall become void if

not exchanged for a certificate or certificates representing a full share or

full shares, as the case may be, before a specified date or that any of the

shares for which scrip or warrants are exchangeable may be sold by the

corporation, and any proceeds thereof distributed to the holder of any such

scrip or warrants or any other condition which the Board of Directors may

impose.



               3. SHARE TRANSFERS. Upon compliance with any provisions of the

General Corporation Law and/or the Corporate Securities Law of 1968 which may

restrict the transferability of shares, transfers of shares of the corporation

shall be made only on the record of shareholders of the corporation by the

registered holder thereof, or by his attorney thereunto authorized by power of

attorney duly executed and filed with the Secretary of the corporation or with a

transfer agent or a registrar, if any, and on surrender of the certificate or

certificates for such shares properly endorsed and the payment of all taxes, if

any, due thereon.



               4. RECORD DATE FOR SHAREHOLDERS. In order that the corporation

may determine the shareholders entitled to notice of any meeting or to vote or

be entitled to receive payment of any dividend or other distribution or

allotment of any rights or entitled to exercise any rights in respect of any

other lawful action, the Board of Directors may fix, in advance, a record date,

which shall not be more than sixty days or fewer than ten days prior to the date

of such meeting or more than sixty days prior to any other action.



               If the Board of Directors shall not have fixed a record date as

aforesaid, 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







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day on which the meeting is held; the record date for determining shareholders

entitled to give consent to corporate action in writing without a meeting, when

no prior action by the Board of Directors has been taken, shall be the day on

which the first written consent is given; and the record date for determining

shareholders for any other purpose shall be at the close of business on the day

on which the Board of Directors adopts the resolution relating thereto, or the

sixtieth day prior to the date of such other action, whichever is later.



               A determination of shareholders of record entitled to notice of

or to vote at a meeting of shareholders shall apply to any adjournment of the

meeting unless the Board of Directors fixes a new record date for the adjourned

meeting, but the Board of Directors shall fix a new record date if the meeting

is adjourned for more than forty-five days from the date set for the original

meeting.



               Except as may be otherwise provided by the General Corporation

Law, shareholders at the close of business on the record date shall be entitled

to notice and to vote or to receive any dividend, distribution or allotment of

rights or to exercise the rights, as the case may be, notwithstanding any

transfer of any shares on the books of the corporation after the record date.



               5. MEANING OF CERTAIN TERMS. As used in these Bylaws in respect

of the right to notice of a meeting of shareholders or a waiver thereof or to

participate or vote thereat or to assent or consent or dissent in writing in

lieu of a meeting, as the case may be, the term "share" or "shares" or

"shareholder" or "shareholders" refers to an outstanding share or shares and to

a holder or holders of record of outstanding shares when the corporation is

authorized to issue only one class of shares, and said reference is also

intended to include any outstanding share or shares and any holder or holders of

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