BY-LAWS



                                       OF



                               XANTECH CORPORATION

                            A CALIFORNIA CORPORATION



                                    ARTICLE I

                                     OFFICES



         Section 1. PRINCIPAL EXECUTIVE OFFICE. The principal executive office

of the corporation is hereby fixed and located at 13038 Saticoy Street, City of

North Hollywood, State of California. The Board of Directors is hereby granted

full power an authority to change said principal executive office from one

location to another. The location of the principal executive office of the

corporation need not be in the State of California.



         Section 2. OTHER OFFICES. Branch or subordinate offices may at any time

be established by the Board of Directors at any place or places.



                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS



         Section 1. PLACE OF MEETINGS. All meetings of shareholders shall be

held either at the principal executive office or at any other place within or

without the State of California which may be designated either by the Board of

Directors pursuant to authority hereinafter granted to said Board, or by written

consent of all shareholders entitled to vote thereat, given either before or

after the meeting, filed with the Secretary of the corporation.



         Section 2. ANNUAL MEETINGS. The annual meetings of shareholders,

commencing with the meeting to be held in 1978, shall be held at 10:00 o'clock

A.M. on the 15th day of January if not a legal holiday, and if a legal holiday,

then on the next business day following which is not a legal holiday, or at such

other time and date as may be designated by the Board of Directors. At such

meeting the shareholders shall elect a Board of Directors in accordance with the

provisions of Article II, Section 6 of the By-Laws, and transact such other

business as may properly be brought before the meeting.



         Written notice of each annual meeting shall be given to each

shareholder entitled to vote thereat, either personally or by mail or other

means of written communication, charges prepaid, addressed to such shareholder

at his or her address appearing on the books of the corporation or given by him

or her to the corporation for the purpose of notice. If any notice or report

addressed to the shareholder at the address of such 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 or report to the shareholder at such address, all

future notices or reports shall be deemed to have been duly given without

{PAGE}

further mailing if the same shall be available to the shareholder upon written

demand of the shareholder at the principal executive office of the corporation

for a period of one year from the date of the giving of the notice or report to

all other shareholders. If a shareholder gives no address, notice shall be

deemed to have been given him or her if sent by mail or other means of written

communication addressed to the place where the principal executive office of the

corporation is situated, or if published at least once in some newspaper of

general circulation in the county in which said office is located.

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