BYLAWS

                                       OF

                           MULTIPLEX TECHNOLOGY, INC.



                                   ARTICLE I

                                     OFFICES



      Section 1. PRINCIPAL OFFICE. The board of directors shall fix the location

of the principal executive office of the corporation at any place within or

outside the State of California. If the principal executive office is located

outside the State of California, and the corporation has one or more business

offices in the State of California, the board of directors shall likewise fix

and designate a principal business office in the State of California.



      Section 2. OTHER OFFICES. The corporation may also establish offices at

such other places, both within and outside the State of California, as the board

of directors may from time to time determine or the business of the corporation

may require.



                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS



      Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at

any place within or outside the State of California designated by the board of

directors. In the absence of any such designation, shareholders' meetings shall

be held at the principal executive office of the corporation.



      Section 2. ANNUAL MEETINGS. The annual meeting of shareholders shall be

held on the first Monday of March in each year at six o'clock, P.M., or such

other date or time as may be fixed by the board of directors; provided, however,

that should said day fall upon a legal holiday, such annual meeting of

shareholders shall be held at the same time on the next succeeding day which is

a full business day. At such meeting, directors shall be elected and any other

proper business may be transacted.



      Section 3. SPECIAL MEETINGS. A special meeting of the shareholders may be

called at any time by the board of directors, the chairman of the board, the

president, or one or more shareholders holding in the aggregate shares entitled

to cast not less than 10% of the votes at any such meeting.



      If a special meeting is called by any one other than the board of

directors, the request shall be in writing, specifying the time of the meeting

and the general nature of the business proposed to be transacted, and shall be

delivered personally or sent by registered mail or by telegraphic or other

facsimile transmission to the chairman of the board, the president, any vice

president or the secretary of the corporation. The officer receiving such

request forthwith shall cause notice to be given to the shareholders entitled to

vote, in accordance with the provisions of Sections 4 and 5 of this Article II,

that a meeting will be held at the time requested by the person







or persons calling the meeting, not less than thirty-five (35) nor more than

sixty (60) days after the receipt of the request. If the notice is not given

within twenty (20) days after receipt of the request, the person or persons

requesting the meeting may give the notice. Nothing contained in this paragraph

of this Section 3 shall be construed as limiting, fixing or affecting the time

when a meeting of shareholders called by action of the board of directors may be

held.



      Section 4. NOTICE OF MEETINGS. All notices of meetings of shareholders

shall be sent or otherwise given in accordance with Section 5 of this Article II

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