EXHIBIT 3.24

Exhibit 3.24


BYLAWS

Bylaws for the regulation, except as otherwise provided by statute or its
Articles of Incorporation ("Articles"), of

VERATECH, INC.
(a California corporation)

ARTICLE I

MEETINGS OF SHAREHOLDERS

SECTION 1. ANNUAL MEETINGS. The annual meeting of shareholders
shall be held between 30 and 120 days following the end of the fiscal year of
the corporation and at such precise date and time and at such place as fixed
by the resolution of the Board of Directors ("Board"). At such meeting,
directors shall be elected, reports of the affairs of the corporation shall
be considered, and any other business may be transacted which is within the
powers of the shareholders.

SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders, for any purpose or purposes whatsoever, may be called at any
time by the Board, the Chairman of the Board, the President, or by the
holders of shares entitled to cast not less than 10% of the votes at the
meeting or by such other persons as may be provided in the Articles or in
these Bylaws.

SECTION 3. NOTICE. Written notice of each meeting shall be given
to each shareholder entitled to vote, either personally or by mail or other
means of written communication, charges prepaid, addressed to such
shareholder at his address appearing on the books of the corporation or given
by him to the corporation for the purpose of notice. If no such address
appears or is given, notice shall be deemed to have been given to him 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 by
publication of notice at least once in some newspaper of general circulation
in the county in which said office is located. All such notices shall be sent
to each shareholder entitled thereto not less than 10 nor more than 60 days
before such meeting. Such notice shall specify the place, the date, and the
hour of such meeting.


In the case of a special meeting, the notice shall state the general
nature of business to be transacted and no other business shall be transacted at
such meeting.

In the case of an annual meeting, the notice shall state those matters
which the Board, at the time of the mailing of the notice, intends to present
for action by the shareholders. However, any proper matter may be presented at
the meeting for action but action on the following matters shall be valid only
if the general nature of the proposal so approved was stated in the notice of
the meeting or in a written notice, unless the matter was unanimously approved
by those entitled to vote:

(a) The approval of a contract or other transaction between
the corporation and one or more of its directors or with any corporation,
firm, or association in which one or more of its directors has a material
financial interest;

(b) An amendment to the Articles;

(c) A reorganization (as defined in Section 181 of the General
Corporation Law) required to be approved by Section 1201 of the General
Corporation Law;

(d) The voluntary winding up and dissolution of the
corporation; or

(e) A plan of distribution under Section 2007 of the General
Corporation Law in respect of a corporation in the process of winding up.

The notice of any meeting at which directors are to be elected shall
include the names of the nominees intended at the time of the notice to be
presented by management for election.

The notice shall state such other matters, if any, as may be expressly
required by statute.

SECTION 4. ADJOURNED MEETING AND NOTICE THEREOF. When a
shareholders' meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof are announced
at the meeting at which the adjournment is taken. At the adjourned meeting,
the corporation may transact any business which might have been transacted at
the original meeting. If the adjournment is for more than 45 days or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each shareholder of record
entitled to vote at the meeting.

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SECTION 5. QUORUM. Unless otherwise provided in the Articles, the
presence in person or by proxy of the persons entitled to vote a majority of
the voting shares at any meeting shall constitute a quorum for the
transaction of business. The shareholders present at a duly called or held
meeting at which a quorum is present may continue to transact 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. In the
absence of a quorum, any meeting of shareholders may be adjourned from time
to time by the vote of a majority of the shares represented either in person
or by proxy, but no other business may be transacted, except as provided
above.

SECTION 6. CONSENT OF ABSENTEES. The transactions of any meeting
of shareholders, however called and noticed and wherever held, are as valid
as though had at a meeting duly held after regular call and notice, if a
quorum is present either in person or by proxy, and if, either before or
after the meeting, each of the persons entitled to vote, not present in
person or by proxy, signs a written waiver of notice, or a consent to the
holding of the meeting, or an approval of the minutes thereof. All such
waivers, consents, and approvals shall be filed with the corporate records or
made a part of the minutes of the meeting.

SECTION 7. ACTION WITHOUT MEETING. Unless otherwise provided in
the Articles, any action which may be taken at any annual or special meeting
of shareholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted;
provided, however, that:

(a) Unless the consents of all shareholders entitled to vote
have been solicited in writing, notice of any shareholder approval:

(1) Of a contract or other transaction between the
corporation and one or more of its directors or with any corporation, firm,
or association in which one or more of its directors has a material financial
interest;

(2) Of an indemnity pursuant to Section 317 of the
General Corporation Law;

(3) Of a reorganization (as defined in Section 181 of
the General Corporation Law) required to be approved by Section 1201 of the
General Corporation Law; or


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(4) Of a plan of distribution under Section 2007 of the
General Corporation Law in respect of a corporation in the process of winding
up, which approval was obtained without a meeting by less than unanimous
written consent,

shall be given at least 10 days before the consummation of the action authorized
by such approval; and

(b) Prompt notice shall be given of the taking of any other
corporate action approved by shareholders without a meeting by less than
unanimous written consent, to those shareholders entitled to vote who have
not consented in writing. Notice of such approval shall be given in the same
manner as required by Article 1, Section 3, of these Bylaws.

Any shareholder giving a written consent, or the shareholder's
proxyholder or proxyholders, or a transferee of the shares, or a personal
representative of the shareholder, or their respective proxyholder or
proxyholders, may revoke the consent by a writing received by the corporation
prior to the time that written consents of the number of shares required to
authorize the proposed action have been filed with the Secretary of the
corporation, but may not do so thereafter. Such revocation is effective upon
its receipt by the Secretary of the corporation.

Notwithstanding the above provisions, directors may not be elected by
written consent except by unanimous written consent of all shares entitled to
vote for the election of directors.

SECTION 8. RECORD DATES. For purposes of determining the
shareholders entitled to notice of any meeting or to vote or entitled to
exercise any other rights, the Board may fix, in advance, a record date,
which shall not be more than 60 nor less than 10 days prior to the date of
such meeting nor more than 60 days prior to any other action. If no record
date is fixed by the Board:

(a) 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 day on which the meeting is held;

(b) 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 is necessary, shall be the day on which the first written
consent is given; and

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(c) The record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the Board
adopts the resolution relating thereto, or the 60th 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 fixes a new record
date for the adjourned meeting, but the Board shall fix a new record date if
the meeting is adjourned for more than 45 days.

SECTION 9. PROXIES. Every person entitled to vote shares may
authorize another person or persons to act by proxy with respect to such
shares. No proxy shall be valid after the expiration of 11 months from the
date thereof unless otherwise provided in the proxy. Every proxy continues in
full force and effect until revoked as specified in Section 705(b) of the
General Corporation Law or unless it states that it is irrevocable. A proxy
which states that it is irrevocable is irrevocable for the period specified
therein when it is held by a person specified in Section 705(e) of the
General Corporation Law.

SECTION 10. VOTING, CUMULATIVE V0TING AND NOTICE THEREOF. Votes on
any matter may be VIVA VOCE but shall be by ballot upon demand made by a
shareholder at any election and before the voting begins. No shareholder
shall be entitled to cumulate votes for election of directors (i.e., cast for
any one or more candidates for election as directors a number of votes
greater than the number of the shareholder's shares) unless such candidate or
candidates' names have been placed in nomination prior to the voting and the
shareholder has given notice at the meeting prior to the voting of the
shareholder's intention to cumulate the shareholder's votes. If any one
shareholder has given such notice, all shareholders may cumulate their votes
for candidates in nomination. If cumulative voting is proper, every
shareholder entitled to vote at any election of directors may cumulate such
shareholder's votes and give one candidate a number of votes equal to the
number of directors to be elected multiplied by the number of votes to which
the shareholder's shares are entitled, or distribute the shareholder's votes
on the same principle among as many candidates as the shareholder thinks fit.
In any election of directors, the candidates receiving the highest number of
votes of the shares entitled to be voted for them up to the number of
directors to be elected by such shares are elected.

Except for election of directors, provided above, votes on other
substantive and procedural matters shall be taken on the basis of one vote for
each share represented at the meeting.

Fractional shares shall not be entitled to any voting rights.

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SECTION 11. CHAIRMAN OF MEETING. The Board may select any person
to preside as Chairman of any meeting of shareholders, and if such person
shall be absent from the meeting, or fail or be unable to preside, the Board
may name any other person in substitution therefor as Chairman. In the
absence of an express selection by the Board of a Chairman or substitute
therefor, the Chairman of the Board shall preside as Chairman. If the
Chairman of the Board shall be absent, fail or be unable to preside, the
President shall preside. If the President shall be absent, fail or be unable
to preside, the Vice President or Vice Presidents in order of their rank as
fixed by the Board, the Secretary, or the Chief Financial Officer, shall
preside as Chairman, in that order. The Chairman of the meeting shall
designate a Secretary for such meeting, who shall take and keep or cause to
be taken and kept minutes of the proceedings thereof.

The conduct of all shareholders' meetings shall at all times be within
the discretion of the Chairman of the meeting and shall be conducted under such
rules as he may prescribe. The Chairman shall have the right and power to
adjourn any meeting at any time, without a vote of the shares present in person
or represented by proxy, if the Chairman shall determine such action to be in
the best interests of the corporation and its shareholders.

SECTION 12. INSPECTORS OF ELECTION. In advance of any meeting of
shareholders, the Board may appoint any persons other than nominees for
office as inspectors of election to act at the meeting and any adjournment
thereof. If inspectors of election are not so appointed, or if any such
persons fail to appear or refuse to act, the Chairman of any such meeting
may, and on the request of any shareholder or his proxy shall, make such
appointment at the meeting. The number of inspectors shall be either one or
three. If appointed at a meeting on the request of one or more shareholders
or proxies, the majority of shares present in person or by proxy shall
determine whether one or three inspectors are to be appointed.

The inspectors of election shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, the authenticity, validity and effect of proxies,
receive votes, ballots or consents, hear and determine all challenges and
questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine when the polls shall close, determine
the result and do such acts as may be proper to conduct the election or vote
with fairness to all shareholders.

If there are three inspectors of election, the decision, act, or
certificate of a majority is effective in all respects as the decision, act, or
certificate of all.

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ARTICLE II

DIRECTORS

SECTION 1. POWERS. Subject to any limitations in the Articles or
these Bylaws and to any provision of the General Corporation Law relating to
action required to be approved by the shareholders or by the outstanding
shares, the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised by or under the direction of the Board.
The Board may delegate the management of the day-to-day operation of the
business of the corporation to a management company or other person provided
that the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised under the ultimate direction of the Board.

SECTION 2. NUMBER. The authorized number of directors of the
corporation shall be two (2).

After the issuance of shares, a Bylaw specifying or changing a fixed
number of directors or the maximum or minimum number of directors or changing
from a fixed to a variable board or vice versa may only be adopted by approval
of the outstanding shares; provided, however, that a Bylaw or amendment of the
Articles reducing the number or the minimum number of directors to a number less
than five cannot be adopted if the votes cast against its adoption at a meeting
or the shares not consenting in the case of action by written consent are equal
to more than 16-2/3 percent of the outstanding shares entitled to vote.

SECTION 3. ELECTION AND TERM OF OFFICE. The directors shall be
elected at each annual meeting of shareholders, and the directors may be
elected at any special meeting of shareholders held for that purpose. Each
director, including a director elected to fill a vacancy, shall hold office
until the expiration of the term for which elected and until a successor has
been elected and qualified.

SECTION 4. ORGANIZATION MEETING. Immediately following each
annual meeting of shareholders the Board shall hold a regular meeting for the
purpose of organization, election of officers, and the transaction of other
business.

SECTION 5. REGULAR MEETINGS. Regular meetings of the Board shall
be held at such times and places within or without the state as may be
designated in the notice of the meeting or which are designated by resolution
of the Board. In the absence of designation of place, regular meetings shall
be held at the principal office of the corporation.

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SECTION 6. SPECIAL MEETINGS. Special meetings of the Board for
any purpose or purposes may be called at any time by the Chairman of the
Board, the President, or by any Vice President or the Secretary or any two
Directors. Special meetings of the Board may be held at such times and places
within or without the state as may be designated in the notice of the meeting
or which are designated by resolution of the Board.

SECTION 7. NOTICE OF MEETINGS. When notice of a meeting of the
Board is required, at least four days notice by mail or 48 hours notice
delivered personally or by telephone or telegraph shall be given to each
director. Such notice need not specify the purpose of the meeting. Notice
of a meeting need not be given to any director who signs a waiver of notice,
whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to such
director.

SECTION 8. PARTICIPATION BY TELEPHONE. Members of the Board may
participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such
meeting can hear one another. Participation in a meeting pursuant to this
Section constitutes presence in person at such meeting.

SECTION 9. QUORUM. A majority of the authorized number of
directors constitutes a quorum of the Board for the transaction of business.
A meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the required quorum for such meeting. A
majority of the directors present, whether or not a quorum is present, may
adjourn any meeting to another time and place.

SECTION 10. VOTING. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present is the act of the Board, subject to Section 9 of this Article and to:

(a) The provisions of Section 310 of the General Corporation
Law regarding votes in respect of a contract or other transaction between the
corporation and one or more of its directors or with any corporation, firm,
or association in which one or more of its directors has a material financial
interest, and

(b) The provisions of Section 317 of the General Corporation
Law regarding votes in respect of indemnification of agents of the
corporation who are members of the Board.

SECTION 11. ACTION WITHOUT MEETING. Any action required or
permitted to be taken by the Board may be taken without a meeting if all
members of the Board

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shall individually or collectively consent in writing to such action. Such
written consent or consents shall be filed with the minutes of the
proceedings of the Board. Such action by written consent shall have the same
force and effect as a unanimous vote of such directors.

SECTION 12. VALIDATION OF MEETING. The transactions of any
meeting of the Board, however called and noticed or wherever held, shall be
as valid as though had at a meeting duly held after regular call and notice
if a quorum is present and if, either before or after the meeting, each of
the directors not present signs a written waiver of notice, a consent to
holding the meeting or an approval of the minutes thereof. All such waivers,
consents, and approvals shall be filed with the corporate records or made a
part of the minutes of the meeting.

SECTION 13. RESIGNATION. Any director may resign effective upon
giving written notice to the Chairman of the Board, the President, the
Secretary, or the Board of the corporation, unless the notice specifies a
later time for the effectiveness of such resignation. If the resignation is
effective at a future time, a successor may be elected to take office when
the resignation becomes effective.

SECTION 14. VACANCIES. Except for a vacancy created by the
removal of a director, vacancies on the Board may be filled by a majority of
the directors then in office, whether or not less than a quorum, or by a sole
remaining director. Vacancies occurring in the Board by reason of the
removal of directors may be filled only by approval of the shareholders. The
shareholders may elect a director at any time to fill any vacancy not filled
by the directors. Any such election by written consent requires the consent
of a majority of the outstanding shares entitled to vote.

No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of office.

SECTION 15. ADJOURNMENT. A majority of the directors present,
whether or not a quorum is present, may adjourn any meeting to another time
and place. If the meeting is adjourned for more than 24 hours, notice of any
adjournment to another time or place shall be given prior to the time of the
adjourned meeting to the directors who were not present at the time of the
adjournment. Such notice need not comply with the time in which notice must
be given prior to a meeting as required by Section 7 of Article II of the
Bylaws, but should be given as far in advance as is reasonably practicable
under all the circumstances existing at the time of adjournment.

SECTION 16. VISITORS. No person other than a director may attend
any meeting of the Board without the consent of a majority of the directors
present; provided,

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however, that a representative of legal counsel for the corporation and a
representative of the independent certified public accountant for the
corporation may attend any such meeting upon the invitation of any director.

SECTION 17. FEES AND COMPENSATION. Directors and members of
committees may receive such compensation for their services and such
reimbursement for expenses as may be fixed or determined by resolution of the
Board.

SECTION 18. COMMITTEES. The Board may, by resolution adopted by a
majority of the authorized number of directors, designate one or more
committees, each consisting of two or more directors, to serve at the
pleasure of the Board. The Board may designate one or more directors as
alternate members of any committee, who may replace any absent member at any
meeting of the committee. Any such committee, to the extent provided in the
resolution of the Board or in the Bylaws, shall have all the authority of the
Board, except with respect to:

(a) The approval of any action for which the General
Corporation Law also requires shareholders' approval or approval of the
outstanding shares;

(b) The filling of vacancies on the Board or in any committee;

(c) The fixing of compensation of the directors for serving on
the Board or on any committee;

(d) The amendment or repeal of Bylaws or the adoption of new
Bylaws;

(e) The amendment or repeal of any resolution of the Board
which by its express terms is not so amendable or repealable;

(f) A distribution to the shareholders of the corporation (as
defined in Section 166 of the General Corporation Law), except at a rate or
in the periodic amount or within a price range determined by the Board; and

(g) The appointment of other committees of the Board or the
members thereof.

SECTION 19. MEETINGS AND ACTION OF COMMITTEES. Meetings and
action of committees shall be governed by, and held and taken in accordance
with, the provisions of this Article, Sections 5 (Regular Meetings), 6
(Special Meetings), 7 (Notice of Meetings), 8

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(Participation by Telephone), 9 (Quorum), 10 (Voting), 11 (Action without
Meeting), 12 (Validation of Meeting), and 15 (Adjournment), with such changes
in the context of those Bylaws as are necessary to substitute the committee
and its members for the Board and its members, except that the time of
regular meetings of committees may be determined by resolution of the Board
as well as the committee, special meetings of committees may also be called
by resolutions of the Board and notice of special meetings of committees
shall also be given to all alternate members, who shall have the right to
attend all meetings of the committee. The Board may adopt rules for the
government of any committee not inconsistent with the provisions of these
Bylaws.

ARTICLE III

OFFICERS

SECTION 1. OFFICERS. The officers of the corporation shall be a
Chairman of the Board or a President, or both, a Secretary, a Chief Financial
Officer and any other Officers elected by the Board.

SECTION 2. ELECTION. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 3
or Section 5 of this Article, shall be chosen annually by the Board, and each
shall hold office until resignation or removal or other disqualification to
serve, or the election of a successor.

SECTION 3. SUBORDINATE OFFICERS. The Board may empower the
Chairman of the Board or President to appoint, such other officers as the
business of the Corporation may require, each of whom shall hold office for
such period, have such authority and perform such duties as are provided in
the Bylaws or as the Board may from time to time determine. Such
Subordinate Officers are not Corporate Officers, the latter being
distinguished by the requirement that they be elected by the Board and not
appointed by the Board designee.

SECTION 4. REMOVAL AND RESIGNATION. Any officer may be removed,
either with or without cause, by action of the Board duly taken, or, except
in case of an officer chosen by the Board, by any officer upon whom such
power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the
corporation, to the attention of the Secretary. Any such resignation shall take
effect at the date of the receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

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SECTION 5. VACANCIES. A vacancy in any office shall be filled in
the manner prescribed in the Bylaws for regular appointments to such office.

SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if
there shall be such an officer, shall be the Chief Executive Officer of the
Company and shall, if present, preside at all meetings of the Board, cause
Minutes thereof to be taken, and exercise and perform such other powers and
duties as may be from time to time assigned to him by the Board or prescribed
by the Bylaws. In the absence or disability, the Chairman of the Board shall
also have the authority and perform the duties as provided for the President
in the following Section of this Article. He shall be ex off icio a member
of all the standing committees, including the Executive Committee, if any,
and shall have the general powers and duties of management usually vested in
the office of Chairman and Chief Executive Officer of a corporation, and
shall have such other powers and duties as may be prescribed by the Board or
the Bylaws.

SECTION 7. PRESIDENT. Subject to such supervisory powers, if any,
as may be given by the Board to the Chairman of the Board, if there be such
an officer, the President shall be the Chief Operating Officer of the
corporation and shall, subject to the control of the Board, have general
supervision, direction, and control of the business and officers of the
corporation. In the absence of the Chairman of the Board, or if there is
none, the President shall preside at all meetings of the Board. He shall be
ex officio a member of all the standing committees, including the Executive
Committee, if any, and shall have the general powers and duties of management
usually vested in the office of President and Chief Operating Officer of a
corporation, and shall have such other powers and duties as may be prescribed
by the Board or the Bylaws.

SECTION 8. VICE PRESIDENT. In the absence or disability of the
President and the Chairman of the Board, the Vice Presidents in order of
their rank as fixed by the Board or, if not ranked, the Vice President
designated by the Board, shall perform all the duties of the President, or,
if there be none, the Chairman of the Board, and when so acting shall have
all the powers of, and be subject to all the restrictions upon, the President
or Chairman of the Board. The Vice Presidents shall have such other powers
and perform such other duties as from time to time may be prescribed for each
of them by the Board or the Bylaws.

SECTION 9. SECRETARY. The Secretary shall keep or cause to be
kept at the principal executive office a book of minutes of all meetings and
consents to action without a meeting of directors, committees, and
shareholders, with the time and place of holding, whether regular or special,
and, if special, how authorized, the notice thereof given, the names of those
present at directors' and committee meetings, the number of shares present or
represented at shareholders' meetings, and the proceedings thereof.

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The Secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent or
registrar, a record of its shareholders showing the names of the shareholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the Board required by the Bylaws or by law
to be given.

The Secretary shall keep the seal of the corporation in safe custody,
and shall have such other powers and perform such other duties as may be
prescribed by the Board or by the Bylaws.

SECTION 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer
shall keep and maintain, or cause to be kept and maintained, adequate and
correct accounts of the properties and business transactions of the
corporation, including changes in financial position, accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, surplus, and
shares. Any surplus shall be classified according to source and shown in a
separate account.

The Chief Financial Officer shall deposit all monies and other
valuables in the name and to the credit of the corporation with such
depositaries as may be designated by the Board. He shall disburse the funds
of the corporation as may be ordered by the Board or by any officer having
authority therefor, shall render to the President and directors, whenever
they request it, an account of all of his transactions and of the financial
condition of the corporation, and shall have such other powers and perform
such other duties as may be prescribed by the Board or the Bylaws.

ARTICLE IV

MISCELLANEOUS

SECTION 1. LOANS TO OR GUARANTIES FOR THE BENEFIT OF OFFICERS OR
DIRECTORS; LOANS UPON THE SECURITY OF SHARES OF THE CORPORATION.

(a) Except as expressly provided in subsection (b) hereof, the
corporation shall not make any loan of money or property to or guarantee the
obligation of:


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(1) Any director or officer of the corporation or of its
parent or any subsidiary, or

(2) Any person upon the security of shares of the
corporation or of its parent, unless the loan or guaranty is otherwise
adequately secured, except by the vote of the holders of a majority of the
shares of all classes, regardless of limitations or restrictions on voting
rights, other than shares held by the benefited director, officer, or
shareholder.

(b) The corporation may lend money to, or guarantee any
obligation of or otherwise assist any officer or other employee of the
corporation or of any subsidiary, including any officer or employee who is
also a director, pursuant to an employee benefit plan (including, without
limitation, any stock purchase or stock option plan) available to executives
or other employees, whenever the Board determines that such loan or guaranty
may reasonably be expected to benefit the corporation. If such plan includes
officers or directors, it shall be approved by the shareholders after
disclosure of the right under such plan to include officers or directors
thereunder. Such loan or guaranty or other assistance may be with or without
interest and may be unsecured or secured in such manner as the Board shall
approve, including, without limitation, a pledge of shares of the
corporation. The corporation may advance money to a director or officer of
the corporation or of its parent or any subsidiary for expenses reasonably
anticipated to be incurred in the performance of the duties of such director
or officer, provided that in the absence of such advance such director or
officer would be entitled to be reimbursed for such expenses by such
corporation, its parent, or any subsidiary.

SECTION 2. RECORD DATE AND CLOSING STOCK BOOKS. When a record
date is fixed, only shareholders of record on that date are entitled to
notice of and to vote at the meeting or to receive a 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.

The Board may close the books of the corporation against transfers
of shares during the whole or any part of a period not more than 60 days
prior to the date of a shareholders' meeting, the date when the right to any
dividend, distribution, or allotment of rights vests, or the effective date
of any change, conversion, or exchange of shares.

SECTION 3. INSPECTION OF CORPORATE RECORDS. The record of
shareholders, the accounting books and records of the corporation, and
minutes of proceedings of the shareholders, the Board and committees of the
Board shall be open to inspection upon the written demand of any shareholder
or holder of a voting trust certificate, at any time during usual business
hours for a purpose reasonably related to his interests as a shareholder or
as the holder

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of a voting trust certificate. Such inspection may be made in person or by
an agent or attorney, and shall include the right to copy and make extracts.
Demand of inspection shall be made in writing upon the corporation to the
attention of the Secretary.

A shareholder or shareholders holding at least five percent in the
aggregate of the outstanding voting shares of the corporation or who hold at
least one percent of such voting shares and have filed a schedule 14-B with the
United States Securities and Exchange Commission relating to the election of
directors of the corporation shall have an absolute right to access to a list of
shareholders as provided in Section 1600(a) of the General Corporation Law.

SECTION 4. ANNUAL REPORT. The Board shall cause an annual report
to be sent to the shareholders not later than 120 days after the close of the
fiscal year. Such report shall contain a balance sheet as of the end of such
fiscal year and an income statement and statement of changes in financial
position for such fiscal year, accompanied by any report thereon of
independent accountants, or if there is no such report, the certificate of an
authorized officer of the corporation that such statements were prepared
without audit from the books and records of the corporation. Such report
shall be sent to the shareholders at least 15 days prior to the annual
meeting of shareholders to be held during the next fiscal year, but this
requirement shall not limit the requirement for holding an annual meeting as
required by Section 1 of Article I of the Bylaws.

SECTION 5. EXECUTION OF CONTRACTS. Any contract or other
instrument in writing entered into by the corporation, when signed by the
Chairman of the Board, the President or any Vice President and the Secretary,
any Assistant Secretary, the Chief Financial Officer or any Assistant
Financial Officer is not invalidated as to the corporation by any lack of
authority of the signing officers in the absence of actual knowledge on the
part of the other party to the contract or other instrument that the signing
officers had no authority to execute the same. Contracts or other instruments
in writing made in the name of the corporation which are authorized or
ratified by the Board, or are done within the scope of authority, actual or
apparent, conferred by the Board or within the agency power of the officer
executing it, bind the corporation.

SECTION 6. SHARE CERTIFICATES. A certificate or certificates for
shares of the capital stock of the corporation shall be issued to each
shareholder when any such shares are fully paid. Every shareholder in the
corporation shall be entitled to have a certificate signed in the name of the
corporation by the Chairman of the Board or the President or a Vice President
and by the Chief Financial Officer or an Assistant Financial Officer or the
Secretary or any Assistant Secretary, certifying the number of shares and the
class or series of shares owned by the shareholders. Any or all of the
signatures on the certificate may be facsimile.

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The corporation may 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. On the certificates issued to represent any partly paid shares
the total amount of the consideration to be paid therefor and the amount paid
thereon shall be stated.

No new certificate for shares shall be issued in lieu of an old
certificate unless the latter is surrendered and cancelled at the same time;
provided, however, that a new certificate may be issued without the surrender
and cancellation of the old certificate if:

(a) The old certificate is lost, stolen, or destroyed;

(b) The request for the issuance of the new certificate is
made within a reasonable time after the owner of the old certificate has
notice of its loss, destruction, or theft;

(c) The request for the issuance of a new certificate is made
prior to the receipt of notice by the corporation that the old certificate
has been acquired by a bona fide purchaser; and

(d) The owner satisfies any other reasonable requirements
imposed by the corporation including, at the election of the Board, the
filing of sufficient indemnity bond or undertaking with the corporation or
its transfer agent. In the event of the issuance of a new certificate, the
rights and liabilities of the corporation, and of the holders of the old and
new certificates, shall be governed by the provisions of Sections 8104 and
8405 of the California Commercial Code.

SECTION 7. REPRESENTATION OF SECURITIES OF OTHERS. Unless
otherwise determined by the Board or the Executive Committee, the President,
or any other officer of the corporation designated in writing by the
President, is authorized to vote, represent, and exercise on behalf of the
corporation all rights incident to any and all securities of any other person
or entity standing in the name of the corporation. The authority herein
granted may be exercised either in person, or by proxy.

SECTION 8. INSPECTION OF BYLAWS. The corporation shall keep in
its principal executive or business office in this state, the original or a
copy of its Bylaws as amended to date, which shall be open to inspection by
the shareholders at all reasonable times during office hours.

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SECTION 9. EMPLOYEE STOCK PURCHASE AND OPTION PLANS. The
corporation may adopt and carry out a stock purchase plan or agreement or
stock option plan or agreement providing for the issue and sale for such
consideration as may be fixed of its unissued shares, or of issued shares
acquired or to be acquired, to one or more of the employees or directors of
the corporation or of a subsidiary or to a trustee on their behalf and for
the payment for such shares in installments or at one time, and may provide
for aiding any such persons in paying for such shares by compensation for
services rendered, promissory notes or otherwise.

A stock purchase plan or agreement or stock option plan or agreement
may include, among other features, the fixing of eligibility for participation
therein, the class and price of shares to be issued or sold under the plan or
agreement, the number of shares which may be subscribed for, the method of
payment therefor, the reservation of title until full payment therefor, the
effect of the termination of employment, an option or obligation on the part of
the corporation to repurchase the shares upon termination of employment, subject
to the provisions of Chapter 5 of the California Corporations Code, restrictions
upon transfer of the shares and the time limits of and termination of the plan.

SECTION 10. CONSTRUCTION AND DEFINITIONS. Unless the context
otherwise requires, the general provisions, rules of construction and
definitions contained in the California General Corporation Law shall govern
the construction of these Bylaws. Without limiting the generality of the
foregoing, the masculine gender includes the feminine and neuter, the
singular number includes the plural, and the plural number includes the
singular, and the term "person" includes a corporation as well as a natural
person.

SECTION 11. ANNUAL STATEMENT OF GENERAL INFORMATION. The
corporation shall, at the times required by law, file with the Secretary of
State of the State of California, on the prescribed form, a statement setting
forth the authorized number of directors, the names and complete business or
residence addresses of all incumbent directors, the Chief Executive Officer,
Secretary, and Chief Financial Officer, the street address of its principal
executive office or principal business office in this state and the general
type of business constituting the principal business activity of the
corporation, together with a designation of the agent of the corporation for
the purpose of service of process, all in compliance with Section 1502 of the
Corporations Code of California.

SECTION 12. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All
checks, drafts, or other orders for payment of money, notes, or other
evidences of indebtedness, issued in the name of or payable to the
corporation, shall be signed or endorsed by such person or persons and in
such manner as, from time to time, shall be determined by resolution of the
Board.

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ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER AGENT

The corporation shall, to the maximum extent permitted by the
California General Corporation Law, indemnify each of its agents against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of
the fact any such person is or was an agent of the corporation. For purposes
of this Section, an "agent" of the corporation includes any person who is or
was a director, officer, employee, or other agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust
or other enterprise, or was a director, officer, employee, or agent of a
corporation which was a predecessor corporation of the corporation or of
another enterprise at the request of such predecessor corporation.

ARTICLE VI

AMENDMENTS TO BYLAWS

SECTION 1. POWER OF SHAREHOLDERS. New Bylaws may be adopted or
these Bylaws may be amended or repealed by the vote or written consent of
shareholders entitled to exercise a majority of the voting power of the
corporation.

SECTION 2. POWER OF DIRECTORS. Subject to the right of
shareholders as provided in Section 1 above to adopt, amend, or repeal
Bylaws, Bylaws may be adopted, amended, or repealed by the Board provided,
however, that after the issuance of shares a Bylaw specifying or changing a
fixed number of directors or the maximum or minimum number or changing from a
fixed to a variable Board or vice versa may only be adopted by the vote or
written consent of shareholders entitled to exercise a majority of the voting
power of the corporation.

WHEREFORE;

The undersigned, being the incorporator of VERATECH, INC. hereby
assents to the foregoing bylaws, and adopts the same as the bylaws of said
corporation.

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IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
9th day of May, 1984.

/s/ Jeffrey M. Nash
-----------------------------------
Jeffrey M. Nash
Incorporator













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CERTIFICATE OF SECRETARY



I certify:

That I am the duly elected and acting Secretary of VERATECH, INC. a
California corporation; and

That the foregoing Bylaws, comprising 16 pages, constitute the Bylaws
of such corporation on the date hereof.


IN WITNESS WHEREOF, I have executed this Certificate and affixed the
seal of such corporation on May 9, 1984.




/s/ Jeffrey M. Nash
-----------------------------------
Jeffrey M. Nash
Incorporator


(SEAL)




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