BYLAWS
                            OF
                       TMS, INC.
                  (An Oklahoma Corporation)
                  -------------------------
                        ARTICLE I

                        DEFINITIONS


1.01.     Definitions. Unless the context clearly requires
         ------------
otherwise, in these Bylaws:

          (a) "Board" means the board of directors of the
          Corporation.

          (b) "Bylaws" means these bylaws as adopted by the
          Board and includes amendments subsequently
          adopted by the Board or by the Shareholders.

          (c) "Certificate of Incorporation" means the
          Certificate of Incorporation of TMS Inc. as filed
          with the Secretary of State of the State of
          Oklahoma and includes all amendments thereto
          subsequently filed.

          (d) "Corporation" means Time Management Software
          Inc.

          (e) "Section" refers to sections of these Bylaws.

          (f) "Shareholder" means a shareholder of record
          of the Corporation.

1.02.     Offices.  The title of an office refers to the person
          -------
or persons who at any given time perform the duties of that
particular office for the Corporation.

                        ARTICLE II

                         OFFICES


  2.01. Principal Office. The Corporation may locate its
        -----------------
principal office within or without the state of
incorporation as the Board may determine.

  2.02. Registered Office. The registered office of the
        -----------------
Corporation required by law to be maintained in the State of
Oklahoma may be, but need not be, identical with the
principal office of the Corporation. The Board may change
the address of the registered office from time to time.

<PAGE>

  2.03. Other Offices. The Corporation may have offices at
        ---------------
such other places, either within or without the State of
Oklahoma, as the Board may designate or as the business of
the Corporation may require from time to time.

                         ARTICLE III

                   MEETINGS OF SHAREHOLDERS

  3.01. Annual Meetings. The Shareholders of the Corporation
        ----------------
shall hold their annual meetings for the purpose of electing
directors and for the transaction of such other proper
business as may come before such meetings at such time, date
and place as the Board shall determine by resolution.

  3.02. Special Meetings. The Board or a committee of the
        -----------------
Board duly designated and whose powers and authority include
the power to call meetings may call special meetings of the
Shareholders of the Corporation at any time for any purpose
or purposes.

  3.03. Place of Meetings. The Shareholders shall hold all
        ------------------
meetings at such places, within or without the State of
Oklahoma, as the Board or a committee of the Board shall
specify in the notice or waiver of notice for such meetings.

  3.04. Notice of Meetings. Except as otherwise required by
        ------------------
law, the Board or a committee of the Board shall give notice
of each meeting of shareholders, whether annual or special,
not less than 10 nor more than 60 days before the date of
the meeting. The Board or a committee of the Board shall
deliver a notice to each Shareholder entitled to vote at
such meeting by delivering a typewritten or printed notice
thereof to him personally, or by depositing such notice in
the United States mail, in a postage prepaid envelope,
directed to him at his address as it appears on the records
of the Corporation, or by transmitting a notice thereof to
him at such address by telegraph, telecopy, cable or
wireless. If mailed, notice is given on the date deposited
in the United States mail, postage prepaid, directed to the
Shareholder at his address as it appears on the records of
the Corporation. An affidavit of the Secretary or an
Assistant Secretary or of the Transfer Agent of the
Corporation that he has given notice shall constitute, in
the absence of fraud, prima facie evidence of the facts
stated therein.

<PAGE> 2

     Every notice of a meeting of the Shareholders shall
state the place, date and hour of the meeting and, in the
case of a special meeting, also shall state the purpose or
purposes of the meeting. Furthermore, if the Corporation
will maintain the list at a place other than where the
meeting will take place, every notice of a meeting of the
Shareholders shall specify where the Corporation will
maintain the list of Shareholders entitled to vote at the
meeting.

  3.05. Waiver of Notice. Whenever these Bylaws require
        -----------------
written notices, a written waiver thereof, signed by the
person entitled to notices, whether before or after the time
stated therein, shall constitute the equivalent of notice.
Attendance of a person at any meeting shall constitute a
waiver of notice of such meeting, except when the person
attends the meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or
convened. No written waiver of notice need specify either
the business to be transacted at, or the purpose or purposes
of any regular or special meeting of the Shareholders,
directors or members of a committee of the Board.

  3.06. Adjournment of Meeting. When the Shareholders adjourn
        -----------------------
a meeting 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 Shareholders may transact any
business which they may have transacted at the original
meeting. If the adjournment is for more than 30 days or, if
after the adjournment, the Board or a committee of the Board
fixes a new record date for the adjourned meeting, the Board
or a committee of the Board shall give notice of the
adjourned meeting to each Shareholder of record entitled to
vote at the meeting.

  3.07. Quorum. Except as otherwise required by law, the
        -------
holders of a majority of all of the shares of the stock
entitled to vote at the meeting, present in person or by
proxy, shall constitute a quorum for all purposes at any
meeting of the Shareholders. In the absence of a quorum at
any meeting or any adjournment thereof, the holders of a
majority of the shares of stock entitled to vote who are
present, in person or by proxy, or, in the absence therefrom
of all the Shareholders, any officer entitled to preside at,
or to act as secretary of, such meeting may adjourn such
meeting to another places, date or time.

     If the chairman of the meeting gives notice of any
adjourned special meeting of Shareholders to all
Shareholders entitled to vote thereat, stating that those
present shall constitute a quorum, then, except as otherwise
required by law, those present at such adjourned meeting
shall constitute a quorum and a majority of the votes cast
at such meeting shall determine all matters.

<PAGE>  3

  3.08. Organization. Such person as the Board may have
        -------------
designated or, in the absence of such a persons, the highest
ranking officer of the Corporation who is present shall call
to order any meeting of the Shareholders, determine the
presence of a quorum, and act as chairman of the meeting. In
the absence of the Secretary or an Assistant Secretary of
the Corporation, the chairman shall appoint the secretary of
the meeting.

  3.09. Conduct of Business. The chairman of any meeting of
        --------------------
Shareholders shall determine the order of business and the
procedure at the meeting, including such regulations of the
manner of voting and the conduct of discussion as he deems
in order.

  3.10. List of Shareholders. At least 10 days before every
        ---------------------
meeting of Shareholders, the Secretary shall prepare a list
of the Shareholders entitled to vote at the meeting or any
adjournment thereof, arranged in alphabetical order, showing
the address of each Shareholder and the number of shares
registered in the name of each Shareholder. The Corporation
shall make the list available for examination by any
Shareholder for any purpose germane to the meetings either
at a place within the city where the meeting will take place
or at the place designated in the notice of the meeting. The
Secretary shall produce and keep the list at the meeting
during the entire duration of the meeting, and any
Shareholder who is present may inspect the list at the
meeting. The list shall constitute presumptive proof of the
identity of the Shareholders entitled to vote at the meeting
and the number of shares each Shareholder holds. A
determination of Shareholders entitled to vote at any
meeting of Shareholders pursuant to this Section shall apply
to any adjournment thereof.

  3.11. Closing of Transfer Books or Fixing of Record Date.
        ------------------------------------------------------
For the purpose of determining Shareholders entitled to
notice of or to vote at any meeting of Shareholders or any
adjournment thereof, or Shareholders entitled to receive
payment of any dividend, or in order to make a determination
of Shareholders for any other proper purposes the Board or a
committee of the Board may provide that the Corporation
shall close the stock transfer books for a stated period not
to exceed 60 days. If the Corporation closes the stock
transfer books for the purpose of determining Shareholders
entitled to notice of or to vote at a meeting of
Shareholders, the Corporation shall close such books a
minimum of 10 days and a maximum of 60 days immediately
preceding such meeting.

     In lieu of closing the stock transfer books, the Board
or a committee of the Board may fix in advance a date as the
record date for any such determination of Shareholders.
However, the Board shall not fix such date, in any case,
more than 60 days prior to the date of the particular
action.

<PAGE>  4

     If the Board or a committee of the Board does not
close the stock transfer books and does not fix a record
date for the determination of Shareholders entitled to
notice of or to vote at a meeting of Shareholders, the date
of the mailing of notice of the date on which the Board
adopts the resolution declaring a dividend, as the case may
be, shall be the record date for such determination of
Shareholders.

  3.12. Voting of Shares. Each Shareholder shall have one
        -----------------
vote for every share of stock having voting rights
registered in his name on the record date for the meeting.
The Corporation shall not have the right to vote treasury
stock of the Corporation, nor shall another corporation have
the right to vote its stock of the Corporation if the
Corporation holds, directly or indirectly, a majority of the
shares entitled to vote in the election of directors of such
other corporation. Persons holding stock of the Corporation
in a fiduciary capacity shall have the right to vote such
stock. Persons who have pledged their stock of the
Corporation shall have the right to vote such stock unless
in the transfer on the books of the Corporation the pledgor
expressly empowered the pledgee to vote such stock. In that
event, only the pledgee, or his proxy, may represent such
stock and vote thereon.

     A plurality of the votes cast shall determine all
elections of directors and, except when the law or the
Certificate of Incorporation requires otherwise, a majority
of the votes cast shall determine all other matters.

     The Shareholders may vote by voice vote on all
matters.  However, upon demand by a Shareholder entitled to
vote, or his proxy, the Shareholders shall vote by ballot.
In that event, each ballot shall state the name of the
Shareholder or proxy voting the number of shares voted and
such other information as the Corporation may require under
the procedure established for the meeting.

  3.13. Judges. At any meeting in which the Shareholders vote
        --------
by ballot, the chairman may appoint a judge or judges. Each
judge shall subscribe an oath to execute the duties of a
judge at such meeting faithfully, with strict impartiality,
and according to the best of his ability. The judge or
judges shall decide the qualification of the voters and
shall report the number of shares represented at the meeting
and entitled to vote on any question, shall conduct and
accept the votes, and, when the Shareholders have completed
voting, ascertain and report the number of shares voted
respectively for and against the question. The judge or
judges shall prepare a subscribed, written report and shall
deliver the report to the Secretary of the Corporation. A
judge need not be a Shareholder of the Corporation, and any
officer of the Corporation may be a judge on any question
other than a vote for or against a proposal in which he has
a material interest.

<PAGE>  5

  3.14. Proxies. A Shareholder may exercise any voting rights
        ---------
in person or by his proxy appointed by an instrument in
writing, which he or his authorized attorney-in-fact has
subscribed and which the proxy has delivered to the
secretary of the meeting.

     A proxy is not valid after the expiration of three
years after the date of its execution, unless the person
executing it specifies thereon the length of time for which
it is to continue in force(which length may exceed three
years) or limits its use to a particular meeting.

     The attendance at any meeting of a Shareholder who
previously has given a proxy shall not have the effect of
revoking the same unless he notifies the Secretary in
writing prior to the voting of the proxy.

  3.15. Consent of Shareholders in Lieu of Meeting. The
        -------------------------------------------
Shareholders may take any action which they could take at
any annual or special meeting without a meeting, prior
notice and a vote if the holders of outstanding stock having
not less than the minimum number of votes necessary to
authorize or take the action at a meeting at which all
shares entitled to vote were present and voted sign, a
consent in writing, setting forth the action taken.

     The Secretary or an Assistant Secretary shall give
prompt notice of the taking of any corporate action without
a meeting by less than unanimous consent to the Shareholders
who have not consented in writing.

                    ARTICLE IV
                 BOARD OF DIRECTORS
                 -------------------
  4.01. General Powers. The Board shall manage the property
        ---------------
business and affairs of the Corporation.

  4.02. Number. The number of directors who shall constitute
        --------
the Board shall equal not less than one nor more than 15, as
the Board may determine by resolution from time to time.

  4.03. Election of Directors and Term of Office. The Share-
        ------------------------------------------
holders of the Corporation shall elect the directors at the
annual or adjourned annual meeting (except as otherwise
provided herein for the filling of vacancies). Each director
shall hold office until his death, resignation, retirement,
removal, or disqualification, or until his successor shall
have been elected and qualified.

  4.04. Resignations. Any director of the Corporation may
        --------------
resign at any time by giving written notice to the Board or
to the Secretary of the corporation. Any resignation shall
take effect upon receipt or at the time specified in the
notice. Unless the notice specifies otherwise, the
effectiveness of the resignation shall not depend upon its
acceptance.

<PAGE>  6

  4.05. Removal. Shareholders holding a majority of the out-
        --------
standing shares entitled to vote at an election of directors
may remove any director at any time with or without cause.

  4.06. Vacancies. A majority of the remaining directors,
        -----------
although less than a quorum, may fill any vacancy in the
Board, whether because of death, resignation,
disqualification, an increase in the number of directors, or
any other cause. Each director so chosen shall hold office
until his death, resignation, retirement, removal, or
disqualification, or until his successor shall have been
elected and qualified.

  4.07. Chairman of the Board. At the initial and annual
        ----------------------
meeting of the Board, the directors may elect from their
number a Chairman of the Board of Directors. The Chairman
shall preside at all meetings of the Board and shall perform
such other duties as the Board may direct. The Board also
may elect a Vice Chairman and other officers of the Board,
with such powers and duties as the Board may designate from
time to time.

  4.08. Compensation. The Board may compensate directors for
        -------------
their services and may provide for the payment of all
expenses the directors incur by attending meetings of the
Board.

                    ARTICLE V
              MEETINGS OF DIRECTORS
              ----------------------

  5.01. Regular Meetings. The Board may hold regular meetings
        -----------------
at such places, dates and times as the Board shall establish
by resolution. If any day fixed for a meeting falls on a
legal holiday, the Board shall hold the meeting at the same
place and time on the next succeeding business day. The
Board need not give notice of regular meetings.

  5.02. Place of Meetings. The Board may hold any of its
        ------------------
meetings in or out of the State of Oklahoma, at such places
as the Board may designate, at such places as the notice or
waiver of notice of any such meeting may designate, or at
such places as the persons calling the meeting may
designate.

  5.03. Meetings by Telecommunications. The Board or any
        -------------------------------
committee of the Board may hold meetings by means of
conference telephone or similar telecommunications equipment
that enable all persons participating in the meeting to hear
each other. Such participation shall constitute presence in
person at such meeting.

<PAGE>  7

  5.04. Special Meetings. The Chairman of the Board, the
        -----------------
President, or one-third of the directors then in office may
call a special meeting of the Board. The person or persons
authorized to call special meetings of the Board may fix any
place, either in or out of the State of Oklahoma as the
place for the meeting.

  5.05. Notice of Special Meetings. The person or persons
        ---------------------------
calling a special meeting of the Board shall give written
notice to each director of the time, place, date and purpose
of the meeting of not less than three business days if by
mail and not less than 24 hours if by telegraph or in
person. A director may waive notice of any special meeting,
and any meeting shall constitute a legal meeting without
notice if all the directors are present or if those not
present sign either before or after the meeting a written
waiver of notice, a consent to such meeting, or an approval
of the minutes of the meeting. A notice or waiver of notice
need not specify the purposes of the meeting or the business
which the Board will transact at the meeting.

  5.06. Waiver by Presence. Except when expressly for the
        --------------------
purpose of objecting to the legality of a meeting, a
director's presence at a meeting shall constitute a waiver
of notice of such meeting.

  5.07. Quorum. A majority of the directors then in office
        --------
shall constitute a quorum for all purposes at any meeting of
the Board. In the absence of a quorum, a majority of
directors present at any meeting may adjourn the meeting to
another place, date or time without further notice.

  5.08. Conduct of Business. The Board shall transact
        --------------------
Business in such order and manner as the Board may
determine. Except as the law requires otherwise, the Board
shall determine all matters by the vote of a majority of the
directors present. The directors shall act as a Board, and
the individual directors shall have no power as such.

  5.09. Action by Consent. The Board or a committee of the
        ------------------
Board may take any required or permitted action without a
meeting if all members of the Board or committee sign a
written consent and file the consent with the minutes of the
proceedings of the Board.

                      ARTICLE VI
                      COMMITTEES
                      -----------

  6.01. Committees of the Board. The Board may designate, by
       ------------------------
a vote of a majority of the directors then in office,
committees of the Board. The committees shall serve at the
pleasure of the Board and shall possess such lawfully
delegable powers and duties as the Board may confer.

<PAGE>  8

  6.02. Selection of Committee Members. The Board shall
        -------------------------------
elect by a vote of a majority of the directors then in
office a director or directors to serve as the member of
members of a committee. By the same votes, the Board may
designate other directors as alternative members who may
replace any absent or disqualified member at any meeting of
a committee. In the absence or disqualification of any
member of any committee and any alternate member in his
place, the member or members of the committee present at the
meeting and not disqualified from voting, whether or not he
or they constitute a quorum, may appoint by unanimous vote
another member of the Board to act at the meeting in the
place of the absent or disqualified member.

  6.03. Conduct of Business. Each committee may determine the
        --------------------
procedural rules for meeting and conducting its business and
shall act in accordance therewith, except as the law or
these Bylaws require otherwise. Each committee shall make
adequate provision for notice of all meetings to members. A
majority of the members shall constitute a quorum, unless
the committee consists of one or two members. In that event,
one member shall constitute a quorum. A majority vote of the
members present shall determine all matters.  A committee
may take action without a meeting if all the members of the
committee consent in writing and file the consent or
consents with the minutes of the proceedings of the
committee.

  6.04. Authority. Any committee to the extent the Board
        -----------
provides, shall have and may exercise all the powers and
authority of the Board in the management of the business and
affairs of the Corporation, and may authorize the
affixation of the Corporation's seal to all instruments
which may require or permit it. However, no committee shall
have any power or authority with regard to amending the
Certificate of Incorporation, adopting an agreement of
merger or consolidation, recommending to the Shareholders
the sale, lease or exchange of all or substantially all of
the Corporation's property, recommending to the Shareholders
a dissolution of the Corporations, or amending these Bylaws
of the Corporation. Unless a resolution of the Board
expressly provides, no committee shall have the power or
authority to declare a dividend or to authorize the issuance
of stock.

  6.05. Minutes. Each committee shall keep regular minutes of
        --------
its proceedings and report the same to the Board when
required.

                      ARTICLE VII
                       OFFICERS
                      -----------

  7.01. Officers of the Corporation. The officers of the
        ----------------------------
Corporation shall consist of a President, a Secretary, a
Treasurer and such Vice Presidents, Assistant Secretaries,
Assistant Treasurers, and other officers as the Board may
designate and elect from time to time. The same person may
hold at the same time any two offices, except the offices of
President and Secretary.

<PAGE>  9

  7.02. Election and Term. The Board shall elect the officers
        ------------------
of the Corporation. Each officer shall hold office until his
deaths, resignation, retirement, removal or
disqualification, or until his successor shall have been
elected and qualified.

  7.03. Compensation of Officers. The Board shall fix the
        ------------------------
compensation of all officers of the Corporation. No officer
shall serve the Corporation in any other capacity and
receive compensation, unless the Board authorizes the
additional compensation.

  7.04. Removal of Officers and Agents. The Board may remove
        -------------------------------
any officer or agent it has elected or appointed at any
time, with or without cause.

  7.05. Resignation of Officers and Agents. Any officer or
        -----------------------------------
agent the Board has elected or appointed may resign at any
time by giving written notice to the Board, the Chairman of
the Board, the President, or the Secretary of the
Corporation. Any such resignation shall take effect at the
date of the receipt of such notice or at any later time
specified. Unless otherwise specified in the notice, the
Board need not accept the resignation to make it effective.

  7.06. Bond. The Board may require by resolution any
        -----
officer, agent, or employee of the Corporation to give bond
to the Corporation, with sufficient sureties conditioned on
the faithful performance of the duties of his respective
office or agency. The Board also may require by resolution
any officer, agent or employee to comply with such other
conditions as the Board may require from time to time.

  7.07. President. The President shall be the principal
        ---------
executive officer of the Corporation and, subject to the
Board's control, shall supervise and control all of the
business and affairs of the Corporation. When present, he
shall sign (with or without the Secretary, an Assistant
Secretary or any other officer or agent of the Corporation
which the Board has authorized) deeds, mortgages, bonds,
contracts or other instruments which the Board has
authorized an officer or agent of the Corporation to
execute. However, the President shall not sign any
instrument which the law, these Bylaws, or the Board
expressly require some other officer or agent of the
Corporation to sign and execute. In general, the President
shall perform all duties incident to the office of President
and such other duties as the Board may prescribe from time
to time.

<PAGE>  10

  7.08. Vice Presidents. In the absence of the President or
        ----------------
In the event of his death, inability or refusal to act, the
Vice Presidents in the order of their length of service as
Vice Presidents, unless the Board determines otherwise,
shall perform the duties of the President. When acting as
the President, a Vice President shall have all the powers
and restrictions of the Presidency. A Vice President shall
perform such other duties as the President or the Board may
assign to him from time to time.

  7.09. Secretary. The Secretary shall (a) keep the minutes
        ----------
of the meetings of the Shareholders and of the Board in one
or more books for that purpose; (b) give all notices which
these Bylaws or the law requires; (c) serve as custodian of
the records and seal of the Corporation; (d) affix the seal
of the Corporation to all documents which the Board has
authorized execution on behalf of the Corporation under
seal; (e) maintain a register of the address of each
Shareholder of the Corporation; (f) sign, with the
President, a Vice President, or any other officer or agent
of the Corporation which the Board has authorized,
certificates for shares of the Corporation; (g) have charge
of the stock transfer books of the Corporation, and (h)
perform all duties which the President or the Board may
assign to him from time to time.

  7.10. Assistant Secretaries. In the absence of the
        ----------------------
Secretary or in the event of his death, inability or refusal
to act, the Assistant Secretaries in the order of their
length of service as Assistant Secretary, unless the Board
determines otherwise, shall perform the duties of the
Secretary. When acting as the Secretary, an Assistant
Secretary shall have the powers and restrictions of the
Secretary. An Assistant Secretary shall perform such other
duties as the President, Secretary or Board may assign from
time to time.

  7.11. Treasurer. The treasurer shall (a) have
        ----------
responsibility for all funds and securities of the
Corporation, (b) receive and give receipts for monies due
and payable to the Corporation from any source whatsoever,
(c) deposit all monies in the name of the Corporation in
depositories which the Board selects, and (d) perform all
of the duties which the President or the Board may assign to
him from time to time.

  7.12. Assistant Treasurers. In the absence of the Treasurer
        --------------------
or in the event of his death., inability or refusal to act,
the Assistant Treasurers in the order of their length of
service as Assistant Treasurer, unless the Board determines
otherwise, shall perform the duties of the Treasurer. When
acting as the Treasurer, an Assistant Treasurer shall have
the powers and restrictions of the Treasurer. An Assistant
Treasurer shall perform such other duties as the Treasurer,
the President, or the Board may assign to him from time to
time.

  7.13. Delegation of Authority Notwithstanding any provision
        ------------------------
of these Bylaws to the contrary, the Board may delegate the
powers or duties of any officer to any other officer or
agent.

<PAGE>  11

  7.14. Action with Respect to Securities of Other Corpora-
        ----------------------------------------------------
tions. Unless the Board directs otherwise, the President
shall have the power to vote and otherwise act on behalf of
the Corporation, in person or by proxy, at any meeting of
Shareholders of or with respect to any action of
Shareholders of any other corporation in which the
Corporation holds securities. Furthermore, unless the
Board directs otherwise, the President shall exercise any
and all rights and powers which the Corporation possesses by
reason of its ownership of securities in another
corporation.

  7.15. Vacancies. The Board may fill any vacancy in any
        -----------
office because of death, resignation, removal,
disqualification or any other cause in the manner which
these Bylaws prescribe for the regular appointment to such
office.

                  ARTICLE VIII

    CONTRACTS, LOANS, DRAFTS, DEPOSITS AND ACCOUNTS
    ------------------------------------------------

  8.01. Contracts. The Board may authorize any officer or
        ----------
officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name and on behalf
of the certificates in the name of the Corporation. Any or
all certificates may contain facsimile signatures. In case
any officer, transfer agent, or registrar, who has signed a
certificate, or whose facsimile signature appears on a
certificate, ceases to serve as such officer, transfer
agent, or registrar before the Corporation issues the
certificate, the Corporation may issue the certificate with
the same effect as though the person who signed such
certificate, or whose facsimile signature appears on the
certificate, was such officer, transfer agent, or registrar
at the date of issue. The Secretary, transfer agent, or
registrar of the Corporation shall keep a record in the
stock transfer books of the Corporation of the names of the
persons, firms or corporations owning the stock represented
by the certificates, the number and class of shares
represented by the certificates and the dates thereof and,
in the case of cancellation, the dates of cancellation. The
Secretary, transfer agent, or registrar of the Corporation
shall cancel every certificate surrendered to the
Corporation for exchange or transfer. Except in the case of
a lost, destroyed or mutilated certificate, the Secretary,
transfer agent, or registrar of the Corporation shall not
issue a new certificate in exchange for an existing
certificate until he has cancelled the existing certificate.

  8.02. Transfer of Shares. The holder of record of shares of
        -------------------
the Corporation's stock, or his attorney-in-fact authorized
by power of attorney duly executed and filed with the
Secretary, transfer agent or registrar of the Corporation,
may transfer his shares only on the stock transfer books of
the Corporation. Such person shall furnish to the Secretary,
transfer agent, or registrar of the corporation

<PAGE>  12

proper evidence of his authority to make the transfer and
shall properly endorse and surrender for cancellation his
existing certificate or certificates for such shares.
Whenever the holder of record of shares of the Corporation's
stock makes a transfer of shares for collateral security,
the Secretary, transfer agent, or registrar of the
Corporation shall state such fact in the entry of transfer
if the transferor and the transferee request.

  8.03. Lost, Stolen, Destroyed and Mutilated Certificates.
        ----------------------------------------------------
The Board may direct the Secretary, transfer agent, or
registrar of the Corporation to issue a new certificate to
any holder of record of shares of the Corporation's stock
claiming that he has lost such certificate, or that someone
has stolen, destroyed or mutilated such certificate, upon
the receipt of an affidavit from such holder to such fact.
When authorizing the issue of a new certificate, the
Board, in its discretion, may require as a condition
precedent to the issuance that the owner of such certificate
give the Corporation a bond of indemnity in such form and
amount as the Board may direct.

  8.04. Regulations. The Board may make such rules and
        -------------
Regulations, not inconsistent with these Bylaws, as it deems
expedient concerning the issue, transfer and registration of
certificates for shares of the stock of the Corporation. The
Board may appoint or authorize any officer or officers to
appoint one or more transfer agent, or one or more
registrar, and may require all certificates for stock to
bear the signature or signatures of any of them.

  8.05. Holder of Record. The Corporation may treat as
        ----------------
absolute owners of shares the person in whose name the
shares stand of record as if that person had full
competency, capacity and authority to exercise all rights of
ownership, despite any knowledge or notice to the contrary
or any description indicating a representative pledge or
other fiduciary relation, or any reference to any other
instrument or to the rights of any other person appearing
upon its record or upon the share certificate. However, the
Corporation shall treat any person furnishing proof of his
appointment as a fiduciary as if he were the holder of
record of the shares.

  8.06. Treasury Shares. Treasury shares of the Corporation
        ----------------
shall consist of shares which the Corporation has issued and
thereafter acquired but not cancelled. Treasury shares shall
not carry voting or dividend rights.

                   ARTICLE IX

                 INDEMNIFICATION
                 ----------------

<PAGE>  13

  9.01. Actions Other Than By or In the Right of the Corpora-
        -----------------------------------------------------
tion. The Corporation may indemnify any person who was or is
a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation)
by reason of the fact that he is or was a shareholder,
director, officer, employee or 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 as
a member of any committee or similar body, against expenses
(including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not
create, of itself, a presumption that the person did not act
in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his
conduct was unlawful.

  9.02. Actions By or In the Right of the Corporation.
        -----------------------------------------------
The Corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of
the Corporation to procure a judgment in its favor by reason
of the fact that he is or was a shareholder, director,
officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a shareholder,
director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other
enterprise, or as a member of any committee or similar body,
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not
opposed to the best interest of the Corporation, except that
the Corporation shall make no indemnification in respect of
any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct
in the performance of his duty to the Corporation unless and
only to the extent that the court in which such action or
suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
court shall deem proper.

  9.03. Determination of Right of Indemnification.
        -------------------------------------------
The Corporation shall not indemnify any person under Section
9.01 or Section 9.02, in the absence of a court order,
unless authorized in the specific case upon a determination
that the director, officer, employee or agent

<PAGE>  14

has met the applicable standard of conduct set forth in
Section 9.01 or Section 9.02. One of the following shall
make the determination: (a) the Board, by a majority vote of
a quorum of directors not a party to the actions, suit or
proceeding; (b) absent a quorum or at the direction of a
quorum of disinterested directors, independent legal
counsel, by a written opinion; or (c) the Shareholders.

  9.04. Indemnification Against Expenses of Successful Party.
        -----------------------------------------------------
 Notwithstanding the other provisions of this Article 9, to
the extent that a shareholder, director, officer, employee
or agent of the corporation has been successful on the
merits or otherwise in defense of any actions, suit or
proceeding referred to in Section 9.01 or Section 9.02 of
these Bylaws, or in defense of any claims, issue or matter
therein the Corporation shall indemnify him against expenses
(including attorneys' fees) which he actually and reasonably
has incurred in connection therewith.

  9.05. Advance of Expenses. If the Corporation ultimately
        ----------------------
determines that the Corporation should not indemnify any
person pursuant to the provisions of this Article 9, the
Corporation nevertheless may pay his expenses incurred in
defending an action or proceeding in advance of the final
disposition of such action or proceeding upon specific
authorization by the Board and upon his delivery to the
Board of an undertaking to repay such amount.

  9.06. Other Rights and Remedies. The indemnification
        -------------------------
provided by this Article 9 shall not be deemed exclusive and
is declared expressly to be nonexclusive of any other rights
to which those seeking indemnification may be entitled under
any bylaws, agreements, vote of Shareholders or
disinterested directors or otherwise, both as to actions in
his official capacity and as to actions in another capacity
while holding such office. In addition, the indemnification
provided by this Article 9 shall continue as to any person
who has ceased to be a directors, officers, employee or
agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.

  9.07. Insurance. Upon resolution passed by the Board, the
        ----------
Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the
request of the Corporation as a shareholder, director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise or as
a member of any committee of similar body, against any
liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether
or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Article
9.

<PAGE>  15

  9.08. Constituent Corporations. For the purposes of this
        --------------------------
Article 9, references to "the Corporation" include in
addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority
to indemnify its directors, officers and employees or
agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation
or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise or as a member of any committee or similar
body, shall stand in the same position under the provisions
of this Article 9 with respect to the resulting or surviving
corporation as he would have with respect to such
constituent corporation if its existence had continued.

  9.09. Other Insurance. The Corporation shall reduce the
        ----------------
amount of the indemnification of any person pursuant to the
provisions of this Article IX by the amount which such
person collects as indemnification (a) under any policy of
insurance which the Corporation purchased and maintained on
his behalf or (b) from another corporation, partnership,
joint venture, trust or other enterprise.

  9.10. Public Policy . Nothing contained in this Article XI,
        ---------------
or elsewhere in these Bylaws, shall operate to indemnify any
director or officer if such indemnification is contrary to
law, either as a matter of public policy, or under the
provisions of the Federal Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, or
any other applicable state of Federal law.

                   ARTICLE X

                   NOTICES
                   --------

  10.01. General. Whenever these Bylaws require notice to any
        ---------
Shareholder, director, officer or agent, such notice does
not mean personal notice. A person may give effective notice
under these Bylaws in every case by depositing a writing in
a post office or letter box in a postpaid, sealed wrapper,
or by dispatching a prepaid telegram addressed to such
Shareholder, director, officer or agent at his address on
the books of the Corporation. Unless these Bylaws expressly
provide to the contrary, the time when the person sends
notice shall constitute the time of the giving of notice.

  10.02. Waiver of Notice. Whenever the law or these Bylaws
        ------------------
require notice, the person entitled to said notice may waive
such notice in writing, either before or after the time
stated therein.

<PAGE>  16


                   ARTICLE XI

                  MISCELLANEOUS
                  --------------

  11.01. Facsimile Signatures. In addition to the use of
         ----------------------
facsimile signatures which these Bylaws specifically
authorize, the Corporation may use such facsimile signatures
of any officer or officers, agents or agent, of the
Corporation as the Board or a committee of the Board may
authorize.

  11.02. Corporate Seal. The Board may provide for a suitable
         ----------------
seal containing the name of the Corporation, of which the
Secretary shall be in charge. The Treasurer, any Assistant
Secretary, or any Assistant Treasurer may keep and use the
seal or duplicates of the seal if and when the Board or a
committee of the Board so directs.

  11.03. Fiscal Year. The Board shall have the authority to
         -------------
fix and change the fiscal year of the Corporation.

                   ARTICLE XII

                   AMENDMENTS
                   -----------


     Subject to the provisions of the Certificate of
Incorporation, the Shareholders or the Board may amend or
repeal these Bylaws at any meeting.

Adopted as of the 27 day of April, 1990, by the undersigned,
being the incorporators of the Corporation.

                               /s/ J. Richard Phillips
                                   -------------------
                                   J. Richard Phillips

                               /s/ Doyle E. Cherry
                                   -------------------
                                   Doyle E. Cherry

                               /s/ James R. Rau, M.D.
                                   -------------------
                                   James R. Rau, M.D.

The undersigned hereby certifies that the foregoing
constitutes a true and correct copy of the Bylaws of the
Corporation as adopted by the Board on the 27 day of April,
1990.

Executed as of this 27 day of April, 1990.

(SEAL)

TMS#5/BYLAWS

                               /s/ Winfrey D. Houston
                                   ---------------------
                                   Winfrey D. Houston
                                   Secretary

<PAGE>  17


                    TMS, Inc.
         Certification of Amendments to Bylaws

I, Margaret T. Adcock, Corporate Secretary of TMS, Inc. do
hereby certify that at a duly called special meeting of the
Board of Directors of TMS, Inc. held at 3:15 p.m. on
Thursday, May 20, 1993, at the corporate headquarters of
TMS, Inc., 110 West Third Street, Stillwater, Oklahoma the
following resolutions were adopted which amend the Company
Bylaws:

  RESOLVED, That Section 7.01 of the Bylaws of the Company be
amended to read in its entirety as follows:

    7.01 Officers of the Corporation. The officers of the
          ----------------------------
    Corporation shall consist of a Chairman of the Board of
    Directors, a President, a Secretary, a Treasurer, and
    such Vice Presidents, Assistant Secretaries, Assistant
    Treasurers and such other officers as the Board may
    designate and elect from time to time. The same person
    may hold at the same time any two offices except the
    offices of President and Secretary.

  RESOLVED, That Section 7.07 of the Bylaws of the Company be
amended to read in its entirety as follows:


    7.07 Chairman of the Board; President.
         ---------------------------------
    (a) The Chairman of the Board, or "Chairman," shall
    preside at all meetings of the shareholders and of the
    Board of Directors. The Chairman shall be the chief
    executive officer of the Corporation. In general, the
    Chairman shall be responsible for and perform all
    duties incident to the office of Chairman of the Board
    of Directors and such other duties as the Board may
    prescribe from time to time. (b) The President shall be
    the chief operating officer of the Corporation. In
    general, the President shall oversee the day-to-day
    operations of the Corporation and shall be responsible
    for and perform all duties incident to the office of
    President and such other duties as the Board may
    prescribe from time to time. In the absence of the
    Chairman or in the event of his death, inability or
    refusal to act, the President, unless the Board
    determines otherwise, shall perform the duties of the
    Chairman.  When acting as the Chairman, the President
    shall have all the powers and restrictions of the
    Chairman;  however, the President shall not be entitled
    to vote as a director unless: (i) the President was,
    immediately prior to assuming the duties as Chairman, a
    member of the Board of Directors, or (ii) the President
    was elected by the Board of Directors to fill a vacancy
    on the Board of Directors at the time of assuming the
    duties as Chairman.

<PAGE>  18

  RESOLVED, that Sections 7.09(f) and 7.09(h) shall be
amended, respectively, to read in their entirety as follows:

    "(f) sign, with the Chairman, President, a Vice
    President, or any other officer or agent of the
    Corporation which the Board has authorized,
    certificates for shares of the Corporation;"

    "(h) perform all duties which the Chairman of the Board
    may assign to him from time to time."

  RESOLVED, that the last sentence of Section 7.10 shall be
amended to read in its entirety as follows:

    "An Assistant Secretary shall perform such other duties
    as the Chairman, The President, Secretary or Board may
    assign from time to time."

  RESOLVED, that the last sentence of Section 7.11 shall be
amended to read in its entirety as follows:

    "An Assistant Treasurer shall perform such other duties
    as the Chairman, the President, Treasurer or Board may
    assign from time to time."

  RESOLVED, that all references to "President' in Section 7.14
shall be revised and amended to read "Chairman."

CORPORATE SEAL
                                /s/ Margaret Tomlinson Adcock
                                    -------------------------
                                    MARGARET TOMLINSON ADCOCK
                                    CORPORATE SECRETARY

<PAGE>  19


              CERTIFICATE OF AMENDMENT OF
                   BYLAWS OF TMS, INC.



    TMS Inc. (the "Company") a corporation organized and
existing under the laws of the State of Oklahoma, does
hereby certify that at a telephonic meeting of the Board of
Directors of the Company held at 4:00 p.m. on Thursday,
October 23, 1997, the following resolutions were adopted
which amend the Bylaws of the Company:

    RESOLVED that Section 7.01 of the Bylaws of the
Company be amended to read in its entirety as follows:


        7.01  Officers of the Corporation.  The officers
    of the Corporation shall consist of a Chairman of the
    Board of Directors, a President and Chief Executive
    Officer, a Secretary, a Treasurer, and such Vice
    Presidents, Assistant Secretaries, Assistant
    Treasurers, and such other officers as the Board may
    designate and elect from time to time. The same person
    may hold at the same time any two offices, except the
    offices of President and Secretary.


    FURTHER RESOLVED that Section 7.07 of the Bylaws of
the Company be amended to read in its entirety as follows:


        7.07  Chairman of the Board; President.  (a) The
    Chairman  of the Board, or "Chairman," shall preside  at
    all  meetings  of the shareholders and of the  Board  of
    Directors.   In   general,   the   Chairman   shall   be
    responsible for and perform all duties incident  to  the
    office  of Chairman of the Board of Directors  and  such
    other  duties  as the Board may prescribe from  time  to
    time.


<PAGE> 20


        (b) The President shall be the chief executive
    officer of the Corporation. In general, the President
    shall oversee the day-to-day operations of the
    Corporation and shall be responsible for and perform
    all duties incident to the office of President and such
    other duties as the Board may prescribe from time to
    time. In the absence of the Chairman or in the event of
    his death, inability or refusal to act, the President,
    unless the Board determines otherwise, shall perform
    the duties of the Chairman. When acting as the
    Chairman, the President shall have all the powers and
    restrictions of the Chairman; however, the President
    shall not be entitled to vote as a director unless: (i)
    the President was, immediately prior to assuming the
    duties as Chairman, a member of the Board of Directors,
    or (ii) the President was elected by the Board of
    Directors to fill a vacancy on the Board of Directors
    at the time of assuming the duties as Chairman.


    FURTHER RESOLVED that the last sentence of Section
7.11 shall be amended to read in its entirety as follows:

    "An Assistant Treasurer shall perform such other duties
    as the Chairman, the President, Treasurer or Board may
    assign from time to time."

    FURTHER RESOLVED, that all references to "Chairman"
in Section 7.14 shall be revised and amended to read
"President."



CORPORATE SEAL



                          /s/ Deborah D. Mosier
                              ------------------
                              DEBORAH D. MOSIER
                              SECRETARY


<PAGE> 21

              CERTIFICATE OF AMENDMENT OF
                   BYLAWS OF TMS, INC.


    TMS Inc. (the "Company") a corporation organized and
 existing under the laws of the State of Oklahoma, does
 hereby certify that at a telephonic meeting of the Board of
 Directors of the Company held at 1:00 p.m. on Friday,
 September 24, 1999, the following resolutions were adopted
           which amend the Bylaws of the Company:

    RESOLVED that Section 3.08 of the Bylaws of the
 Company be amended to read in its entirety as follows:

         3.08. Organization. Unless otherwise directed by
    the Board of Directors, the Chairman of the Board of
    Directors shall call to order any meeting of the
    Shareholders, determine the presence of a quorum, and
    act as the chairman of the meeting. In the absence of
    the Secretary or an Assistant Secretary of the
    Corporation, the chairman shall appoint the secretary
    of the meeting.

    FURTHER RESOLVED, that Section 7.01 of the Bylaws of
 the Company be amended to read in its entirety as follows:

         7.01. Officers of the Corporation. The officers
    of the Corporation shall consist of a Chairman of the
    Board of Directors, a President, a Chief Executive
    Officer, a Secretary, a Treasurer, and such Vice
    Presidents, Assistant Secretaries, Assistant Treasurers
    and such other officers as the Board may designate and
    elect from time to time. The same person may hold at
    the same time any two offices, except the offices of
    President, Chairman of the Board of Directors, Chief
    Executive Officer and Secretary.

 <PAGE>  22

    FURTHER RESOLVED, that Section 7.07 of the Bylaws of
 the Company be amended to read in its entirety as follows:

         7.07. Chairman of the Board; President; Chief
    Executive Officer. (a) The Chairman of the Board, or
    "Chairman," shall preside at all meetings of the Board
    of Directors and, unless otherwise directed by the
    Board of Directors, shall preside at all meetings of
    the shareholders. In general, the Chairman shall be
    responsible for and perform all duties incident to the
    office of chairman of the Board of Directors and such
    other duties as the Board may prescribe from time to
    time.

         (b) The President shall be the principal
    executive officer of the Corporation. In general, the
    President shall oversee the day-to-day operations of
    the Corporation and shall be responsible for and
    perform all duties incident to the office of President
    and such other duties as the Board may prescribe from
    time to time. In the absence of the Chairman or in the
    event of his death, inability or refusal to act, the
    President, unless the Board determines otherwise, shall
    perform the duties of the Chairman. When acting as the
    Chairman, the President shall have all the powers and
    restrictions of the Chairman; however, the President
    shall not be entitled to vote as a director unless; (i)
    the President was, immediately prior to assuming the
    duties as Chairman, a member of the Board of Directors,
    or (ii) the President was elected by the Board of
    Directors to fill a vacancy on the Board of Directors
    at the time of assuming the duties as Chairman.

         (c) The Chief Executive Officer, subject to such
    supervisory powers, if any, as may be given the Board
    of Directors to the chairman of the Board if there be
    such an officer, shall, subject to the control of the
    Board of Directors, have general supervision,
    discretion, and control of the business and the offices
    of the corporation.



                       CORPORATE SEAL



                              /s/ Marshall Wicker
                              ------------------------
                              MARSHALL WICKER
                              SECRETARY

<PAGE> 23