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TABLE OF CONTENTS


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ARTICLE I OFFICES				1

	Section 1.1	Principal Executive Office		1

	Section 1.2	Other Offices		1

ARTICLE II MEETINGS OF SHAREHOLDERS				1

	Section 2.1	Place of Meetings		1

	Section 2.2	Annual Meetings		1

	Section 2.3	Special Meetings		1

	Section 2.4	Notice of Meetings or Reports		2

	Section 2.5	Adjourned Meetings and Notice Thereof		2

	Section 2.6	Voting		3

	Section 2.7	Quorum		3

	Section 2.8	Consent of Absentees		3

	Section 2.9	Action Without Meeting.		4

	Section 2.10	Proxies		5

ARTICLE III DIRECTORS				5

	Section 3.1	Powers		5

	Section 3.2	Number of Directors		5

	Section 3.3	Election and Term of Office		5

	Section 3.4	Resignation		5

	Section 3.5	Removal		6

	Section 3.6	Vacancies		6

	Section 3.7	Organization Meeting		6

	Section 3.8	Other Regular Meetings		6

	Section 3.9	Calling Meetings		7

	Section 3.10	Place of Meetings		7

	Section 3.11	Meetings By Conference Telephone or Other Communications Equipment		7

	Section 3.12	Notice of Special Meetings		7

	Section 3.13	Waiver of Notice		8

	Section 3.14	Action Without Meeting		8

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TABLE OF CONTENTS

(continued)


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	Section 3.15	Quorum		8

	Section 3.16	Adjournment		8

	Section 3.17	Inspection Rights		8

	Section 3.18	Fees and Compensation		9

ARTICLE IV EXECUTIVE COMMITTEE AND OTHER COMMITTEES				9

	Section 4.1	Executive Committee.		9

	Section 4.2	Other Committees		9

	Section 4.3	Minutes and Reports		9

	Section 4.4	Meetings		9

	Section 4.5	Term of Office of Committee Members		10

ARTICLE V OFFICERS				10

	Section 5.1	Officers		10

	Section 5.2	Election		10

	Section 5.3	Subordinate Officers, etc.		10

	Section 5.4	Removal and Resignation		10

	Section 5.5	Vacancies		11

	Section 5.6	Chairman of the Board		11

	Section 5.7	President		11

	Section 5.8	Vice President		11

	Section 5.9	Secretary		11

	Section 5.10	Treasurer and Chief Financial Officer		12

	Section 5.11	Assistant Secretary		12

	Section 5.12	Compensation		12

ARTICLE VI GENERAL MATTERS				12

	Section 6.1	Record Date		12

	Section 6.2	Inspection of Corporate Records		13

	Section 6.3	Execution of Corporate Instruments		13

	Section 6.4	Ratification by Shareholders		13

	Section 6.5	Annual Report		13

	Section 6.6	Representation of Shares of Other Corporations		14

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TABLE OF CONTENTS

(continued)


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	Section 6.7	Inspection of Bylaws		14

ARTICLE VII SHARES OF STOCK				14

	Section 7.1	Form of Certificates		14

	Section 7.2	Transfer of Shares		14

	Section 7.3	Lost Certificates		15

ARTICLE VIII INDEMNIFICATION				15

	Section 8.1	Indemnification by Corporation		15

	Section 8.2	Right of Claimant to Bring Suit		16

	Section 8.3	Indemnification of Employees and Agents of the Corporation		16

	Section 8.4	Rights Not Exclusive		16

	Section 8.5	Indemnity Agreements		16

	Section 8.6	Insurance		17

	Section 8.7	Amendment, Repeal or Modification		17

ARTICLE IX AMENDMENTS				17

	Section 9.1	Power of Shareholders		17

	Section 9.2	Power of Directors		17

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BYLAWS

CALIFORNIA URBAN BUILDERS, INC.

ARTICLE I

OFFICES

Section 1.1 Principal Executive 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 and may change said principal office from one location to another. If the principal executive office is located outside California and the corporation has one or more business offices in California, then the Board of Directors shall fix and designate a principal business office in California.

Section 1.2 Other Offices.

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