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                                                                     EXHIBIT 4.2

Pages from the Articles of Incorporation, as amended, defining the rights of
holders of Common Stock:

                                  ARTICLE FOUR

         The total number of shares of all classes of capital stock which the
Corporation shall have authority to issue is forty-five million (45,000,000), of
which (a) forty million (40,000,000) shares shall be designated as Common Stock,
par value $.01 per share, and (b) five million (5,000,000) shares shall be
designated as Preferred Stock, par value $.01 per share.

         The following is a statement of the designations, preferences,
limitations, and relative rights, including voting rights, in respect of the
classes of stock of the Corporation and of the authority with respect thereto
expressly vested in the Board of Directors of the Corporation:

COMMON STOCK

         (1) Each share of Common Stock of the Corporation shall have identical
rights and privileges in every respect. The holders of shares of Common Stock
shall be entitled to vote upon all matters submitted to a vote of the
shareholders of the Corporation and shall be entitled to one vote for each share
of Common Stock held.

         (2) Subject to the prior rights and preferences, if any, applicable to
shares of the Preferred Stock or any series thereof, the holders of shares of
the Common Stock shall be entitled to receive such dividends (payable in cash,
stock, or otherwise) as may be declared thereon by the Board of Directors at any
time and from time to time out of any funds of the Corporation legally available
therefor.


         (3) In the event of any voluntary or involuntary liquidation,
dissolution, or winding-up of the Corporation, after distribution in full of the
preferential amounts, if any, to be distributed to the holders of shares of the
Preferred Stock or any series thereof, the holders of shares of the Common Stock
shall be entitled to receive all of the remaining assets of the Corporation
available for distribution to its shareholders, ratably in proportion to the
number of shares of the Common Stock held by them. A liquidation, dissolution,
or winding-up of the Corporation, as such terms are used in this Paragraph (3),
shall not be deemed to be occasioned by or to include any merger of the
Corporation with or into one or more corporations or other entities, any
acquisition or exchange of the outstanding shares of one or more classes or
series of the Corporation, or any sale, lease, exchange, or other disposition of
all or a part of the assets of the Corporation.

PREFERRED STOCK

         (1) Shares of the Preferred Stock may be issued from time to time in
one or more series, the shares of each series to have such designations,
preferences, limitations, and relative rights,

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including voting rights, as shall be stated and expressed herein or in a
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors of the Corporation. Each such series of Preferred Stock shall
be designated so as to distinguish the shares thereof from the shares of all
other series and classes. The Board of Directors of the Corporation is hereby
expressly authorized, subject to the limitations provided by law, to establish
and designate series of the Preferred Stock, to fix the number of shares
constituting each series, and to fix the designations and the preferences,
limitations, and relative rights, including voting rights, of the shares of each
series and the variations of the relative rights and preferences as between
series, and to increase and to decrease the number of shares constituting each
series, provided that the Board of Directors may not decrease the number of
shares within a series to less than the number of shares within such series that
are then issued. The relative powers, rights, preferences, and limitations may
vary between and among series of Preferred Stock in any and all respects so long
as all shares of the same series are identical in all respects, except that
shares of any such series issued at different times may have different dates
from which dividends thereon cumulate. The authority of the Board of Directors
of the Corporation with respect to each series shall include, but shall not be
limited to, the authority to determine the following:

                  (a)      The designation of such series;

                  (b)      The number of shares initially constituting such
                           series;

                  (c)      The rate or rates and the times at which dividends on
                           the shares of such series shall be paid, the periods
                           in respect of which dividends are payable, the
                           conditions upon such dividends, the relationship and
                           preferences, if any, of such dividends to dividends
                           payable on any other class or series of shares,
                           whether or not such dividends shall be cumulative,
                           partially cumulative, or noncumulative, if such
                           dividends shall be cumulative or partially
                           cumulative, the date or dates from and after which,
                           and the amounts in which, they shall accumulate,
                           whether such dividends shall be share dividends, cash
                           or other dividends, or any combination thereof, and
                           if such dividends shall include share dividends,
                           whether such share dividends shall be payable in
                           shares of the same or any other class or series of
                           shares of the Corporation (whether now or hereafter
                           authorized), or any combination thereof and the other
                           terms and conditions, if any, applicable to dividends
                           on shares of such series. The Board of Directors of
                           the Corporation is hereby expressly empowered,
                           subject to the limitations provided by law, to
                           authorize the Corporation to pay share dividends on
                           any class or series of capital stock of the
                           Corporation (whether now or hereafter authorized)
                           payable in shares of the same or any other class or
                           series of capital stock of the Corporation (whether
                           now or hereafter authorized) or any combination
                           thereof;

                  (d)      Whether or not the shares of such series shall be
                           redeemable or subject to repurchase at the option of
                           the Corporation or the holder thereof or upon the
                           happening of a specified event, if such shares shall
                           be redeemable, the terms and conditions of such
                           redemption, including but not limited to the date or


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                           dates upon or after which such shares shall be
                           redeemable, the amount per share which shall be
                           payable upon such redemption, which amount may vary
                           under different conditions and at different
                           redemption dates, and whether such amount shall be
                           payable in cash, property, or rights, including
                           securities of the Corporation or another corporation;

                  (e)      The rights of the holders of shares of such series
                           (which may vary depending upon the circumstances or
                           nature of such liquidation, dissolution, or winding
                           up) in the event of the voluntary or involuntary
                           liquidation, dissolution, or winding up of the
                           Corporation and the relationship or preference, if
                           any, of such rights to rights of holders of stock of
                           any other class or series. A liquidation,
                           dissolution, or winding up of the Corporation, as
                           such terms are used in this subparagraph (e), shall
                           not be deemed to be occasioned by or to include any
                           merger of the Corporation with or into one or more
                           corporations or other entities, any acquisition or
                           exchange of the outstanding shares of one or more
                           classes or series of the Corporation, or any sale,
                           lease, exchange, or other disposition of all or a
                           part of the assets of the Corporation;

                  (f)      Whether or not the shares of such series shall have
                           voting powers and, if such shares shall have such
                           voting powers, the terms and conditions thereof,
                           including, but not limited to, the right of the
                           holders of such shares to vote as a separate class
                           either alone or with the holders of shares of one or
                           more other classes or series of stock and the right
                           to have more (or less) than one vote per share;
                           provided, however, that the right to cumulate votes
                           for the election of directors is expressly denied and
                           prohibited;

                  (g)      Whether or not a sinking fund shall be provided for
                           the redemption of the shares of such series and, if
                           such a sinking fund shall be provided, the terms and
                           conditions thereof;

                  (h)      Whether or not a purchase fund shall be provided for
                           the shares of such series and, if such a purchase
                           fund shall be provided, the terms and conditions
                           thereof;

                  (i)      Whether or not the shares of such series, at the
                           option of either the Corporation or the holder or
                           upon the happening of a specified event, shall be
                           convertible into stock of any other class or series
                           and, if such shares shall be so convertible, the
                           terms and conditions of conversion, including, but
                           not limited to, any provision for the adjustment of
                           the conversion rate or the conversion price;

                  (j)      Whether or not the shares of such series, at the
                           option of either the Corporation or the holder or
                           upon the happening of a specified event, shall be
                           exchangeable for securities, indebtedness, or
                           property of the Corporation and, if such shares shall
                           be so exchangeable, the terms and conditions of


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                           exchange, including, but not limited to, any
                           provision for the adjustment of the exchange rate or
                           the exchange price; and

                  (k)      Any other preferences, limitations, and relative
                           rights as shall not be inconsistent with the
                           provisions of this Article Four or the limitations
                           provided by law.

         (2) Except as otherwise required by law or in any resolution of the
Board of Directors creating any series of Preferred Stock, the holders of shares
of Preferred Stock and all series thereof who are entitled to vote shall vote
together with the holders of shares of Common Stock, and not separately by
class.

                                  ARTICLE FIVE

         No holder of any shares of capital stock of the Corporation, whether
now or hereafter authorized, shall, as such holder, have any preemptive or
preferential right to receive, purchase, or subscribe to (a) any unissued or
treasury shares of any class of stock (whether now or hereafter authorized) of
the Corporation, (b) any obligations, evidences of indebtedness, or other
securities of the Corporation convertible into or exchangeable for, or carrying
or accompanied by any rights to receive, purchase, or subscribe to, any such
unissued or treasury shares, (c) any right of subscription to, any right to
receive, or any warrant or option for the purchase of, any of the foregoing
securities, or (d) any other securities that may he issued or sold by the
Corporation.

                                  ARTICLE SEVEN

         Cumulative voting for the election of directors is expressly denied and
prohibited.

                                  ARTICLE NINE

         Any action of the Corporation which, under the provisions of the Texas
Business Corporation Act or any other applicable law, is required to be
authorized or approved by the holders of any specified fraction which is in
excess of one-half or any specified percentage which is in excess of fifty
percent of the outstanding shares (or of any class or series thereof) of the
Corporation shall, notwithstanding any law, be deemed effectively and properly
authorized or approved if authorized or approved by the vote of the holders of
more than fifty percent of the outstanding shares entitled to vote thereon (or,
if the holders of any class or series of the Corporation's shares shall be
entitled by the Texas Business Corporation Act or any other applicable law to
vote thereon separately as a class, by the vote of the holders of more than
fifty percent of the outstanding shares of each such class or series). Without
limiting the generality of the foregoing, the foregoing provisions of this
Article Nine shall be applicable to any required shareholder authorization or
approval of: (a) any amendment to these articles of incorporation; (b) any plan
of merger, share exchange, or reorganization involving the Corporation; (c) any
sale, lease, exchange, or other disposition of all, or substantially all, the
property and assets of the Corporation; and (d) any voluntary dissolution of the
Corporation.

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         Directors of the Corporation shall be elected by a plurality of the
votes cast by the holders of shares entitled to vote in the election of
directors of the Corporation at a meeting of shareholders at which a quorum is
present.

         Except as otherwise provided in this Article Nine or as otherwise
required by the Texas Business Corporation Act or other applicable law, with
respect to any matter, the affirmative vote of the holders of a majority of the
Corporation's shares entitled to vote on, and voted for or against, that matter
at a meeting of shareholders at a meeting of shareholders at which a quorum is
present shall be the act of the shareholders.

         Nothing contained in this Article Nine is intended to require
shareholder authorization or approval of any action of the Corporation
whatsoever unless such approval is specifically required by the other provisions
of these articles of incorporation, the bylaws of the Corporation, or by the
Texas Business Corporation Act or other applicable law.



Pages from the Bylaws, as amended, defining the rights of holders of Common
Stock:

                            ARTICLE TWO: SHAREHOLDERS

         2.01 Annual Meetings. An annual meeting of shareholders of the
Corporation shall be held during each calendar year on such date and at such
time as shall be designated from time to time by the board of directors and
stated in the notice of the meeting, if not a legal holiday in the place where
the meeting is to be held, and, if a legal holiday in such place, then on the
next business day following, at the time specified in the notice of the meeting.
At such meeting, the shareholders shall elect directors and transact such other
business as may properly be brought before the meeting.

         2.02 Special Meetings. A special meeting of the shareholders may be
called at any time by the president, board of directors, or the holders of not
less than fifty percent of all shares entitled to vote at such meeting. Only
business within the purpose or purposes described in the notice of special
meeting may be conducted at such special meeting.

         2.03 Place of Meetings. The annual meeting of shareholders may be held
at any place within or without the State of Texas designated by the board of
directors. Special meetings of shareholders may be held at any place within or
without the State of Texas designated by the person or persons calling such
special meeting as provided in Section 2.02 above. Meetings of shareholders
shall be held at the principal office of the Corporation unless another place is
designated for meetings in the manner provided herein.

         2.04 Notice. Except as otherwise provided by law, written or printed
notice stating the place, day, and hour of each meeting of the shareholders and,
in case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten nor more than sixty days before the
date of the meeting by or at the direction of the president, the secretary, or
the person calling the meeting, to each shareholder of record entitled to vote
at such meeting.

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Notice need not be given to a shareholder if (i) notice of two consecutive
annual meetings and all notices of meetings held during the period between those
annual meetings, if any, or (ii) all (but in no event less than two) payments
(if sent by first class mail) of distributions or interest on securities during
a 12-month period, have been mailed to that shareholder, addressed at his
address as shown on the share transfer records of the Corporation, and have been
returned undeliverable. Any action or meeting taken or held without notice to
such shareholder shall have the same force and effect as if the notice had been
duly given and, if the action taken by the Corporation is reflected in any
articles or document filed with the Texas Secretary of State, those articles or
that document may state that notice was duly given to all persons to whom notice
was required to be given. If such a shareholder delivers to the Corporation a
written notice setting forth his then current address, the requirement that
notice be given to that shareholder shall be reinstated.

         2.05 Voting List. At least ten days before each meeting of
shareholders, the secretary shall prepare a complete list of shareholders
entitled to vote at such meeting, arranged in alphabetical order, including the
address of each shareholder and the number of voting shares held by each
shareholder. For a period of ten days prior to such meeting, such list shall be
kept on file at the registered office or principal place of business of the
Corporation and shall be subject to inspection by any shareholder during usual
business hours. Such list shall be produced at such meeting, and at all times
during such meeting shall be subject to inspection by any shareholder. The
original share transfer records shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer records or to vote at any
meeting of shareholders.

         2.06 Voting of Shares. Treasury shares, shares of the Corporation's own
stock owned by another corporation the majority of the voting stock of which is
owned or controlled by the Corporation, and shares of the Corporation's own
stock held by the Corporation in a fiduciary capacity shall not be shares
entitled to vote or to be counted in determining the total number of outstanding
shares. Shares standing in the name of another domestic or foreign corporation
of any type or kind may be voted by such officer, agent, or proxy as the bylaws
of such corporation may authorize or, in the absence of such authorization, as
the board of directors of such corporation may determine. Shares held by an
administrator, executor, guardian, or conservator may be voted by him, either in
person or by proxy, without transfer of such shares into his name so long as
such shares form a part of the estate served by him and are in the possession of
such estate. Shares held by a trustee may be voted by him, either in person or
by proxy, only after the shares have been transferred into his name as trustee.
Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without transfer of such shares into his name if authority to do so is contained
in the court order by which such receiver was appointed. A shareholder whose
shares are pledged shall be entitled to vote such shares until they have been
transferred into the name of the pledgee, and thereafter, the pledgee shall be
entitled to vote such shares.

         2.07 Quorum; Withdrawal of Quorum. A quorum shall be present at a
meeting of shareholders if the holders of a majority of the shares entitled to
vote are represented at the meeting in person or by proxy, except as otherwise
provided by law or the articles of incorporation. If a quorum shall not be
present at any meeting of shareholders, the shareholders represented in person
or by proxy at such meeting may adjourn the meeting until such time and to such
place as may be

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determined by a vote of the holders of a majority of the shares represented in
person or by proxy at that meeting. Once a quorum is present at a meeting of
shareholders, the shareholders represented in person or by proxy at the meeting
may conduct such business as may be properly brought before the meeting until it
is adjourned, and the subsequent withdrawal from the meeting of any shareholder
or the refusal of any shareholder represented in person or by proxy to vote
shall not affect the presence of a quorum at the meeting.

         2.08 Majority Vote. Directors of the Corporation shall be elected by a
plurality of the votes cast by the holders of shares entitled to vote in the
election of directors of the Corporation at a meeting of shareholders at which a
quorum is present. Except as otherwise provided by law, the articles of
incorporation, or these bylaws, with respect to any matter, the affirmative vote
of the holders of a majority of the Corporation's shares entitled to vote on,
and voted for or against, that matter at a meeting of shareholders at which a
quorum is present shall be the act of the shareholders.

         2.09 Method of Voting; Proxies. Every shareholder of record shall be
entitled at every meeting of shareholders to one vote on each matter submitted
to a vote, for every share standing in his name on the original share transfer
records of the Corporation except to the extent that the voting rights of the
shares of any class or classes are increased, limited, or denied by the articles
of incorporation. Such share transfer records shall be prima facie evidence as
to the identity of shareholders entitled to vote. At any meeting of
shareholders, every shareholder having the right to vote may vote either in
person or by a proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. A telegram, telex, cablegram or similar
transmission by the shareholder, or a photographic, photostatic, facsimile, or
similar reproduction of a writing executed by the shareholder, shall be treated
as an execution in writing for purposes of this Section 2.09. Each such proxy
shall be filed with the secretary of the Corporation before, or at the time of,
the meeting. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy. If no date is stated on a
proxy, such proxy shall be presumed to have been executed on the date of the
meeting at which it is to be voted. Each proxy shall be revocable unless the
proxy form conspicuously states that the proxy is irrevocable and the proxy is
coupled with an interest.

         2.10 Closing of Transfer Records; 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 entitled to receive a distribution
(other than a distribution involving a purchase or redemption by the Corporation
of any of its own shares) or a share dividend, or in order to make a
determination of shareholders for any other proper purpose (other than
determining shareholders entitled to consent to action by shareholders proposed
to be taken without a meeting of shareholders), the board of directors may
provide that the share transfer records of the Corporation shall be closed for a
stated period but not to exceed in any event sixty days. If the share transfer
records are closed for the purpose of determining shareholders entitled to
notice of, or to vote at, a meeting of shareholders, such records shall be
closed for at least ten days immediately preceding such meeting. In lieu of
closing the share transfer records, the board of directors may FIX in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than sixty days and, in case of a meeting of
shareholders, not less than ten days prior to the date on which the particular
action requiring such determination of shareholders is to be taken. If the share
transfer records are not closed and if no record date is fixed for the
determination of

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shareholders entitled to notice of, or to vote at, a meeting of shareholders or
entitled to receive a distribution (other than a distribution involving a
purchase or redemption by the Corporation of any of its own shares) or a share
dividend, the date on which the notice of the meeting is mailed or the date on
which the resolution of the board of directors declaring such distribution or
share dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this Section 2.
10, such determination shall apply to any adjournment thereof except where the
determination has been made through the closing of the share transfer records
and the stated period of closing has expired.

         2.11 Officers' Duties at Meetings. The president shall preside at, and
the secretary shall prepare minutes of, each meeting of shareholders, and in the
absence of either such officer, his duties shall be performed by some person or
persons elected by the vote of the holders of a majority of the outstanding
shares entitled to vote, present in person or represented by proxy.