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FIBERSTARS, INC.

Last amendment: April 22, 2005

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ARTICLE I CORPORATE OFFICES	1

	1.1	PRINCIPAL OFFICE	1
	1.2	OTHER OFFICES	1

ARTICLE II MEETINGS OF SHAREHOLDERS

2.1	PLACE OF MEETINGS	1
2.2	ANNUAL MEETING	1
2.3	SPECIAL MEETING	1
2.4	NOTICE OF SHAREHOLDERS MEETINGS	2
2.5	MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE	2
2.6	QUORUM	3
2.7	ADJOURNED MEETING; NOTICE	3
2.8	VOTING	4
2.9	VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT	5
2.10	SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING	5

2.11	RECORD DATE FOR SHAREHOLDER NOTICE;VOTING; GIVING CONSENTS	5
2.12	PROXIES	6
2.13	INSPECTORS OF ELECTION	6

ARTICLE III DIRECTORS

3.1	POWERS	7
3.2	NUMBER OF DIRECTORS	7
3.3	ELECTION AND TERM OF OFFICE OF DIRECTORS	8
3.4	RESIGNATION AND VACANCIES	8
3.5	PLACE OF MEETINGS; 9 MEETINGS BY TELEPHONE	8
3.6	REGULAR MEETINGS	9
3.7	SPECIAL MEETINGS; NOTICE	9
3.8	QUORUM	9
3.9	WAIVER OF NOTICE	9
3.10	ADJOURNMENT	10
3.11	NOTICE OF ADJOURNMENT	10
3.12	BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING	10
3.13	FEES AND COMPENSATION OF DIRECTORS	10
3.14	APPROVAL OF LOANS TO OFFICERS	10

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ARTICLE IV COMMITTEES	11

	4.1	COMMITTEES OF DIRECTORS	11
	4.2	MEETINGS AND ACTION OF COMMITTEES	11

ARTICLE V OFFICERS

5.1	OFFICERS	12
5.2	ELECTION OF oFFICERS	12
5.3	SUBORDINATE OFFICERS	12
5.4	REMOVAL AND RESIGNATION OF OFFICERS	12
5.5	VACANCIES IN OFFICES	13
5.6	CHAIRMAN OF THE BOARD	13
5.7	PRESIDENT	13
5.8	VICE PRESIDENTS	13
5.9	SECRETARY	13
5.10	CHIEF FINANCIAL OFFICER	14

ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS

6.1	INDEMNIFICATION OF DIRECTORS AND OFFICERS	14
6.2	INDEMNIFICATION OF OTHERS	15
6.3	PAYMENT OF EXPENSES IN ADVANCE	15
6.4	INDEMNITY NOT EXCLUSIVE	15
6.5	INSURANCE INDEMNIFICATION	15
6.6	CONFLICTS	15

ARTICLE VII RECORDS AND REPORTS

7.1	MAINTENANCE AND INSPECTION OF SHARE REGISTER	16
7.2	MAINTENANCE AND INSPECTION OF BYLAWS	16
7.3	MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS	17
7.4	INSPECTION BY DIRECTORS	17
7.5	ANNUAL REPORT TO SHAREHOLDERS; WAIVER	17
7.6	FINANCIAL STATEMENTS	18
7.7	REPRESENTATION OF SHARES OF OTHER CORPORATIONS	18

ARTICLE VIII GENERAL MATTERS

8.1	RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING	18
8.2	CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS	19
8.3	CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED	19
8.4	CERTIFICATES FOR SHARES	19
8.5	LOST CERTIFICATES	19
8.6	CONSTRUCTION; DEFINITIONS	20

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ARTICLE IX AMENDMENTS

	9.1	AMENDMENT BY SHAREHOLDERS	20
	9.2	AMENDMENT BY DIRECTORS	20

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1.1 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 such state and the corporation has one or more business offices in such state, then the board of directors shall fix and designate a principal business office in the State of California.

The board of directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.

MEETINGS OF SHAREHOLDERS

2.1 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.

The annual meeting of shareholders shall be held each year on a date and at a time desig-nated by the board of directors. In the absence of such designation, the annual meeting of share-holders shall be held on the first Wednesday of May in each year at 10:00 a.m. However, if such day falls on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding full business day. At the meeting, directors shall be elected, and any other proper business may be transacted.

A special meeting of the shareholders may be called at any time by the board of directors, or by the chairman of the board, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting.

If a special meeting is called by any person or persons other than the board of directors or the president or the chairman of the board, then the request shall be in writing, specifying the time of such 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 the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of these Bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting, so long as that time is 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, then the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.3 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.

2.4 NOTICE OF SHAREHOLDERS MEETINGS

All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.5 of these Bylaws not less than ten (10) (or, if sent by third-class mail pursuant to Section 2.5 of these Bylaws, thirty (30)) nor more than sixty (60) days before the date of the meeting. The notice shall specify 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 (no business other than that specified in the notice may be transacted) or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the shareholders (but subject to the provisions of the next paragraph of this Section 2.4 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 name of any nominee or nominees who, at the time of the notice, the board intends to present for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 3.10 of the Corporations Code of California (the Code), (ii) an amendment of the articles of incorporation, pursuant to Section 902 of the Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of the Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of the Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of the Code, then the notice shall also state the general nature of that proposal.

2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

Written notice of any meeting of shareholders shall be given either (i) personally or (ii) by first-class mail or (iii) by third-class mail but only if the corporation has outstanding shares held of record by five hundred (500) or more persons (determined as provided in Section 605 of the Code) on the record date for the shareholders meeting, or (iv) by telegraphic or other written communication. Notices not personally delivered shall be sent charges prepaid and shall be addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporations books or is given, notice shall be deemed to have been given if sent to that shareholder by mail or telegraphic or other written communication to the corporations principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, then all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one (1) year from the date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any shareholders meeting, executed by the secretary, assistant secretary or any transfer agent of the corporation giving the notice, shall be prima facie evidence of the giving of such notice.

The presence in person or by proxy of the holders of a majority of the shares entitled to vote thereat constitutes a quorum for the transaction of business at all meetings 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.

2.7 ADJOURNED MEETING; NOTICE

Any shareholders meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy. In the absence of a quorum, no other business may be transacted at that meeting except as provided in Section 2.6 of these Bylaws.