BY-LAWS
                               OF
                  TTI INDUSTRIES, INCORPORATED



                            ARTICLE I
                             Offices

     Section 1.1    Registered Office.  The initial registered
office of the corporation in the State of Texas shall be in the
City of Dallas, Texas, at 6350 LBJ Freeway, Suite 148, Dallas,
Texas, 75240, and the name of its initial registered agent shall
be David C. Spivey.

     Section 1.2    Other Offices.  The corporation may also have
offices at such other places both within and without the state of
Texas as the Board of Directors may from time to time determine
or the business of the corporation may require.


                           ARTICLE II
                     Meeting of Stockholders

     Section 2.1    Place of Meeting.  All meetings of
stockholders for the election of directors shall be held at such
place, either within or without the State of Texas, as shall be
designated from time to time by the Board of Directors and stated
in the notice of the meeting.

     Section 2.2    Annual Meeting. The annual meeting of
stockholders shall be held at such date and time as shall be
designated from time to time by the Board of Directors and stated
in the notice of the meeting.

     Section 2.3    Voting List.  The officer who has charge of
the stock ledger of the corporation shall prepare and make, at
least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the
name of each stockholder.  Such list shall be open to the
examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified,
at the place where the meeting is to be held.  The list shall
also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any
stockholder who is present.  the stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the
stock ledger, the list required by this Section 2.3 or the books
of the corporation, or to vote in person or by proxy at any
meeting of stockholders.


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     Section 2.4    Special Meeting.  Special meetings of the
stockholders, for any purpose or purposes, unless otherwise
prescribed by statute or by the Certificate of Incorporation, may
be called by the President and shall be called by the President
or Secretary at the require in writing of a majority of the Board
of Directors, or at the request in writing of stockholders owning
a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote.  The
person so calling any such meeting shall fix the time and any
place, either within or without the State of Texas, as the place
for holding such meeting.

     Section 2.5    Notice of Meeting.  Written notice of each
meeting of stockholders, stating the place, date and hour of the
meeting, and in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given to each
stockholder entitled to vote thereat not less than ten (10) nor
more than sixty (60) days before the meeting.  Business
transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.

     Section 2.6    Quorum.  The holders of a majority of the
shares of capital stock issued and outstanding and entitled to
vote thereat, present in person or represented by proxy, shall
constitute a quorum at any meeting of stockholders for the
transaction of business, except as otherwise provided by statute
or by the Certificate of Incorporation.  Notwithstanding the
other provisions of these By-Laws, the holders of a majority of
the shares of capital stock entitled to vote thereat, present in
person or represented by proxy, whether or not a quorum is
present, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting,
until a quorum shall be present or represented.  If the
adjournment is for more than thirty (30) 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
stockholder of record entitled to vote at the meeting.  At such
adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been
transacted at the original meeting.

     Section 2.7    Voting.  When a quorum is present at any
meeting of the stockholders, the vote of the holders of a
majority of the shares of capital stock entitled to vote thereon,
present in person or represented by proxy, shall decide any
question brought before such meeting, unless the question is one
upon which, by express provision of the statutes, of the
Certificate of Incorporation or of these By-Laws, a different
vote is required, in which case such express provision shall
govern and control the decision of such question.  Every
stockholder having the right to vote shall be entitled to vote in
person, or by proxy appointed by an instrument in writing
subscribed by such stockholder, bearing a date not more than
three (3) years prior to voting, unless such instrument provides
for a longer period, and filed with the Secretary of the
corporation before, or at the time of, the meeting.  If

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such instrument shall designate two or more persons to act as
proxies, unless such instrument shall provide the contrary, a
majority of such persons present at any meeting at which their
powers thereunder are to be exercised shall have and may exercise
all the powers of voting or giving consents thereby conferred, or
if only one be present, then such powers may be exercised by that
one; or, if an even number attended and a majority do not agree
on any particular issue, each proxy so attending shall be
entitled to exercise such powers in respect of the shares
proportionately.

     Section 2.8    Voting of Stock of Certain Holders.  Shares
standing in the name of another corporation, domestic or foreign,
may be voted by such officer, agent or proxy as the By-Laws of
such corporation may prescribe, or in the absence of such
provision, as the Board of Directors or a duly authorized
managing director of such corporation may determine.  Shares
standing in the name of a deceased person may be voted by the
executor or administrator of such deceased person, either in
person or by proxy.  Shares standing in the name of a guardian,
conservator or trustee may be voted by such fiduciary, either in
person or by proxy, but no such fiduciary shall be entitled to
vote shares held in such fiduciary capacity without a transfer of
such shares into the name of such fiduciary.  Shares standing in
the name of a receiver may be voted by such receiver.  A
stockholder whose shares are pledged shall be entitled to vote
such shares, unless in the transfer by the pledgor on the books
of the corporation he has expressly empowered the pledgee to vote
thereon, in which case only the pledgee, or his proxy, may
represent the stock and vote thereon.

     Section 2.9    Treasury Stock.  The corporation shall not
vote, directly or indirectly, shares of its own stock owned by
it; and such shares shall not be counted in determining the total
number of issued and outstanding shares for the purpose of
determining the presence of a quorum at any meeting of
stockholders.

     Section 2.10   Fixing Record Date.  In order that the
corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend
or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which
shall not be more than sixty (60) nor less than ten (10) days
before the date of such meeting, nor more than sixty (60) days
prior to any other action, for the determination of the
stockholders entitled to notice of, and to vote at, any such
meeting or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the
purpose of any

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other lawful action.  If the Board of Directors fix, in advance,
a record date as herein provided, then, in such case, such
stockholders, and only such stockholders, as shall be
stockholders of record on the date so fixed shall be entitled to
such notice of, and to vote at, any such meeting or any
adjournment thereof, or to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other
lawful action, as the case may be, notwithstanding any transfer
of any stock on the books of the corporation after any such
record date is fixed as aforesaid.


                           ARTICLE III
                       Board of Directors

     Section 3.1    Powers.  The business and affairs of the
corporation shall be managed by or under the direction of its
Board of Directors, which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these By-
Laws directed or required to be exercised or done by the
stockholders.

     Section 3.2    Number, Selection and Term.  The number of
directors which shall constitute the whole Board shall from time
to time be fixed and determined by resolution adopted by the
Board of Directors, but in no event shall the number of Directors
be less than one.  Each director's term of office shall expire at
the annual meeting of stockholders.  At each annual election,
directors shall be chosen for a full term to serve until the next
annual meeting of stockholders.  The number to be elected at any
meeting of stockholders shall be set forth in the notice of any
meeting of stockholders held for such purpose.  Directors need
not be residents of Texas or stockholders of the corporation.

     Section 3.3    Vacancies, Additional Directors and Removal
From Office.  If any vacancy occurs in the Board of Directors
caused by death, resignation, retirement, disqualification or
removal from office of any director, or otherwise, or if any new
directorship is created by an increase in the authorized number
of directors, a majority of the directors then in office, though
less than a quorum, or a sole remaining director, may choose a
successor to fill such vacancy or the newly created directorship;
and a director so chosen shall hold office until the term of the
director whose vacancy is filled expires and until his successor
shall be duly elected and shall qualify, or until his earlier
death, resignation, retirement, disqualification or removal.
Except as otherwise provided by law, any director may be removed
from office, with or without cause, by the holders of a majority
of the shares then entitled to vote at an election of directors
at any special meeting of stockholders duly called and held for
such purpose.

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     Section 3.4    Resignation.  Any director may resign at any
time by written notice to-the corporation.  Any such resignation
shall take effect at the date of 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.  Any director who does not, for
any reason whatsoever, stand for election at any meeting of
stockholders called for the purpose of election his class of
directors shall be conclusively deemed to have resigned,
effective as of the date of such meeting, for the purposes of
these By-Laws, and the corporation need not receive any written
notice to evidence such resignation.

     Section 3.5    Regular Meeting.  A regular meeting of the
Board of Directors shall be held each year, without notice other
than this By-Law, at the place of, and immediately following, the
annual meeting of stockholders; and other regular meetings of the
Board of Directors shall be held each year, at such time and
place as the Board of Directors may provide, by resolution,
either within or without the State of Texas, without other notice
than such resolution.

     Section 3.6    Special Meeting.  A special meeting of the
Board of Directors may be called by the President and shall be
called by the President or Secretary upon the written request of
two (2) directors.  The person so calling any such meeting shall
fix the time and place, either within or without the State of
Texas, as the place for holding such meeting.

     Section 3.7    Notice of Special Meeting.  Written notice of
special meetings of the Board of Directors shall be given to each
director at least twenty-four (24) hours prior to the time of
such meeting.  Any director may waive notice of any meeting.  The
attendance of a director at any meeting shall constitute a waiver
of notice of such meeting, except where a director attends a
meeting solely for the purpose of objecting to the transaction of
any business because the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the
purpose of, any special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting,
except that notice shall be given with respect to any matter to
be acted upon at such special meeting where notice is required by
statute.

     Section 3.8    Quorum.  A majority of the Board of Directors
shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and the act of a majority of
the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be
otherwise specifically provided by statute, by the Certificate of
Incorporation or by these By-Laws.  If a quorum shall not be
present at any meeting of the Board of Directors, a majority of
the directors present thereat, though less than a quorum, MAY
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

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     Section 3.9    Action Without Meeting.  Unless otherwise
restricted by the Certificate of Incorporation or these By-Laws,
any action required or permitted to be taken at any meeting of
the Board of Directors, or of any committee thereof as provided
in Article IV of these By-Laws, may be taken without a meeting,
if a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written
consent is filed with the minutes of proceedings of the Board or
committee.

     Section 3.10   Compensation.  Directors may be paid their
expenses, if any, of attendance at each meeting of the Board of
Directors or a fixed amount for each meeting or a stated salary
as director.  No provision of these By-Laws shall be construed to
preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.


                           ARTICLE IV
                     Committee of Directors

     Section 4.1    Designation, Powers and Name.  The Board of
Directors may, by resolution passed by a majority of the whole
Board, designate one or more committees, each such committee to
consist of two or more of the directors of the corporation.  Such
committee shall have and may exercise such of the powers of the
Board of Directors in the management of the business and affairs
of the corporation as may be provided in such resolution;
provided, however, that no such committee shall have the power or
authority in reference to amending the Certificate of
Incorporation, adopting an agreement (,f merger or consolidation,
recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the By-
Laws of the corporation; and, provided further, that, unless the
resolution establishing such committee expressly so provides, no
such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.  The committee
may authorize the seal of the corporation to be affixed to all
papers which may require it.  The Board of Directors may
designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at
any meeting.

     Section  4.2    Minutes.  Each committee of directors  shall
keep  regular minutes of its proceedings and report the  same  to
the Board of Directors when required.

     Section 4.3    Compensation.  Members of special or standing
committees may be allowed compensation for attending committee
meetings, if the Board of Directors shall so determine.

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                            ARTICLE V
                             Notice

     Section 5.1    Methods of Giving Notice. Whenever under the
provisions of any Certificate of Incorporation or these By-Laws
notice is required to be given to any director member of any
committee or stockholder, such notice shall be in writing and
delivered personally or mailed to such director, member or
stockholder; provided, however, that in the case of a director or
a member of any committee, such notice, unless required by
statute, the Certificate of Incorporation or these By-Laws to be
in writing, may be given by telegram.  If mailed, notice to a
director, member of a committee or stockholder shall be deemed to
be given when deposited in the United States mail first class in
a sealed envelope, with postage thereon prepaid, addressed, in
the case of a stockholder, to the stockholder at the
stockholder's address as it appears on the records of the
corporation or, in the case of a director or a member of a
committee, to such person at his business address.  If sent by
telegraph, notice, to a director or member of a committee shall
be deemed to be given when the telegram, so addressed, is
delivered to the telegraph company.

     Section 5.2    Written Waiver.  Whenever any notice is
required to be given under provisions of any statute, the
Certificate of Incorporation or these By-Laws, a waiver thereof
in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.


                           ARTICLE VI
                            Officers

     Section 6.1    Officers.  The officers shall be a Chairman
of the Board, a President, one or more Vice Presidents (any one
or more of whom may be designated Executive Vice President or
Senior Vice President and any one of whom may also be designated
as the Chief Financial Officer), a Secretary and a Treasurer.
The Board of Directors may appoint a Chief Executive Officer, a
Chief Operating Officer, and such other officers and agents,
including Assistant Vice Presidents.  Assistant Secretaries and
Assistant Treasurers, as it shall deem necessary, who shall hold
their offices for such terms and shall exercise such powers and
perform such duties as shall be determined by the Board.  Any two
or more officers, other than the offices of President and
Secretary, may be held by the same person.  No officer shall
execute, acknowledge, verify or countersign any instrument on
behalf of the corporation in more than one capacity, if such
instrument is required by law, by these By-Laws or by any act of
the corporation to be executed, acknowledged, verified or
countersigned by two or more officers.  The Chairman of the
Board, Chief Executive Officer (if such, office be created by the
Board) and the President shall be elected from among the
directors.  With the foregoing exceptions, none of the other

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officers need be a director, and none of the officers need be a
stockholder of the corporation.

     Section 6.2    Election and Term of Office.  The officers of
the corporation shall be elected annually by the Board of
Directors at its first regular meeting held after the annual
meeting of stockholders or as soon thereafter as conveniently
practicable.  Each officer shall hold office until his successor
shall have been elected or appointed and shall have qualified or
until his death or the effective date of his resignation or
removal, or until he shall cease to be a director in the case of
the Chairman of the Board, Chief Executive Officer or the
President.

     Section 6.3    Removal and Resignation.  Any officer or
agent elected or appointed by the Board of Directors may be
removed without cause by the affirmative vote of a majority of
the Board of Directors whenever, in its judgment, the best
interests of the corporation shall be served thereby, but such
removal shall be without prejudice to the contractual rights, if
any, of the person so removed.  Any officer may resign at any
time by giving written notice to the corporation.  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.

     Section 6.4    Vacancies.  Any vacancy occurring in any
office of the corporation by death, resignation, removal or
otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.

     Section 6.5    Salaries. The salaries of all officers and
agents of the corporation shall be fixed by the Board of
Directors or pursuant to its direction; and no officer shall be
prevented from receiving such salary by reason of his also being
a director.

     Section 6.6    Chairman of the Board.  The Chairman of the
Board (who may also hold the office of Chief Executive Officer,
if such office is created by the Board, President or other
offices) shall preside at all meetings of the Board of Directors
and of the stockholders of the corporation.  In the Chairman's
absence, such duties shall be attended to by the President or
such other person as the Board shall designate.  The Chairman
shall formulate and submit to the Board of Directors matters of
general policy for the corporation and shall perform such other
duties as usually appertain to the office and such other duties
as may be prescribed by the stockholders or the Board of
Directors from time to time.  The Chairman of the Board may sign,
with the Secretary or any other officer of the corporation
thereunto authorized by the Board of Directors, certificates for
shares of the corporation and any deed, bonds, mortgages,
contracts, checks, notes, drafts or other instruments the issue
or execution of which shall have been authorized by resolution of
the Board of Directors, except in cases where the signing and
execution thereof has been expressly delegated by these

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By-Laws or by the Board of Directors to some other officer or
agent of the corporation, or shall be acquired by law to be
otherwise executed.

     Section 6.7    President.  In the absence of the Chairman of
the Board, or in the event of his inability or refusal to act,
the President shall preside at all meetings of the Board of
Directors and of the stockholders.  The President may also
preside at any such meeting attended by the Chairman of the Board
if so designated by the Chairman.  The President shall keep the
Board of Directors fully informed and shall consult them
concerning the business -of the corporation.  The President may
sign, with the Secretary or any other officer of the corporation
thereunto authorized by the Board of Directors, certificates for
shares of the corporation and any deeds, bonds, mortgages,
contracts, checks, notes, drafts or other instruments the issue
or execution of which shall have been authorized by resolution of
the Board of Directors, except in cases where the signing and
execution thereof has been expressly delegated by these By-Laws
or by the Board of Directors to some other officer or agent of
the corporation, or shall be required by law to be otherwise
executed.  The President shall vote, or give a proxy to any other
officer of the corporation to vote, all shares of stock of any
other corporation standing in the name of the corporation. In
general, the President shall perform all other duties normally
incident to or as usually appertain to the office of President
and such other duties as may be prescribed by the stockholders or
the Board of Directors from time to time.

     Section 6.8    Chief Executive Officer; Chief Operating
Officer.  The Board of Directors may create the offices of Chief
Executive Officer and Chief Operating Officer and may designate
either the Chairman of the Board or the President to fill either
or both such offices.  If a Chief Executive Officer be so
designated, he shall perform such duties and exercise such powers
as usually appertain to such title and such other duties as may
be prescribed by the Board of Directors from time to time,
including, without limitation, the power to appoint and remove
subordinate officers, agents and employees, except that the Chief
Executive Officer may not remove those elected or appointed by
the Board of Directors.  If a Chief Operating Officer shall be
designated, he shall perform such duties and exercise such powers
as usually appertain to such title and such other duties as may
be prescribed by the Board of Directors from time to time.

     Section 6.9    Vice Presidents.  The Vice Presidents in the
order of their seniority, unless otherwise determined by the
Board of Directors, shall, in the absence or disability of the
President, perform the duties and exercise the powers of the
President.  They shall perform such other duties and have such
other powers as the Board of Directors may from time to time
prescribe.

     Section 6.10   Secretary.  The Secretary shall attend all
meetings of the Board of Directors and all meetings of the
stockholders and record

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all the proceedings of the meetings of the corporation and of the
Board of Directors in a book to be kept for that purpose and
shall perform like duties for the standing committees when
required.  He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or President, under whose
supervision he shall be.  He shall keep in safe custody the seal
of the corporation and, when authorized by the Board of
Directors, affix the same to any instrument requiring it and,
when so affixed, it shall be attested by his signature or by the
signing of the Treasurer or an Assistant Secretary.

     Section 6.11   Assistant Secretaries.  The Assistant
Secretaries in the order of their seniority, unless otherwise
determined by the Board of Directors, shall, in the absence or
disability of the Secretary, perform the duties and exercise the
powers of the Secretary.  They shall perform such other duties
and have such other powers as the Board of Directors may from
time to time prescribe.

     Section 6.12   Treasurer.  The Treasurer shall have the
custody of the corporate funds and-securities and shall keep full
and accurate accounts of receipts and disbursements in books
belonging to the corporation and shall deposit all moneys and
other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the
Board of Directors.  He shall disburse the funds of the
corporation as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the
President and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires, an account of all his
transactions as treasurer and of the financial condition of the
corporation.  If required by the Board of Directors, he shall
give the corporation a bond (which shall be renewed every six
years) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration
to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control belonging to the corporation.

     Section 6.13   Assistant Treasurers.  The Assistant
Treasurers in the order of their seniority, unless otherwise
determined by the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer.  They shall perform such other duties
and have such other powers as the Board of Directors may from
time to time prescribe.

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                           ARTICLE VII
                 Contracts, Checks and Deposits

     Section 7.1    Contracts.  Subject to the provisions of
Section 6.1, the Board of Directors may authorize any officer,
officers, agent or agents, to enter into any contract or execute
and deliver any instrument for and in the name of and on behalf
of the corporation, and such authority may be general or confined
to specific instances.

     Section 7.2    Checks, etc.  All checks, demands, drafts or
other orders for the payment of -money, notes or other evidences
of indebtedness issued in the name of the corporation, shall be
signed by such officer or officers or such agent or agents of -
the corporation, and in such manner, as shall be determined by
the Board of Directors.

     Section 7.3    Deposits.  All funds of the corporation not
otherwise employed shall be deposited from time to time to the
credit of the corporation in such banks, trust companies or other
depositories as the Board of Directors may select.


                          ARTICLE VIII
                      Certificates of Stock

     Section 8.1    Issuance.  Each stockholder of this
corporation shall be entitled to a certificate or certificates
showing the number of shares of stock registered in such
stockholder's name on the books of the corporation.  The
certificates shall be in such form as may be determined by the
Board of Directors, shall be issued in numerical order and shall
be entered in the books of the corporation as they are issued.
They shall exhibit the holder's name and number of shares and
shall be signed by the Chairman of the Board, the President or a
Vice President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary.  Any or all of the
signatures on the certificate may be a facsimile.  If the
corporation shall be authorized to issue more than one class of
stock or more than one series of any class. the powers,
designations, preferences and relative, participating, optional
or other special rights or each class of stock or series thereof
and the qualifications, limitations or restrictions of such
preferences and rights shall be set forth in full or summarized
on the face or back of the certificate which the corporation
shall issue to represent such class or series of stock; provided,
however, that, except as other provided by statute, in lieu of
the foregoing requirements, there may be set forth on the face or
back of the certificate which the corporation shall issue to
represent such class or series of stock, a statement that the
corporation will furnish without charge to each stockholder who
so requests a copy of the powers, designations, preferences and
relative, participating, optional or other special rights of each
class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
All certificates surrendered to the corporation for

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transfer shall be canceled and no new certificate shall be issued
until the former certificate for a like number of shares shall
have been surrendered and canceled, except that in the case of a
lost, stolen destroyed or mutilated certificate a new one may be
issued therefor upon such terms and with such indemnity, if any,
to the corporation as the Board of Directors may prescribe.  '
Certificates shall not be issued representing fractional shares
of stock.

     Section 8.2    Lost Certificates.  The corporation may issue
a new certificate or certificates in place of any certificate or
certificates theretofore issued by the corporation alleged to
have been lost, stolen or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen or destroyed.  The corporation may in
its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require or to give
the corporation a bond sufficient to indemnify it against any
claim that may be made against the corporation with respect to
the certificate or certificates alleged to have been lost, stolen
or destroyed or the issuance of such new certificate.

     Section 8.3    Transfers.  Upon surrender to the corporation
or the transfer agent of the corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the
transaction upon its books.  Transfers of shares shall be made
only on the books of the corporation by the registered holder
thereof, or by such holder's attorney thereunto authorized by
power of attorney and filed with the Secretary of the corporation
or the transfer agent.

     Section 8.4    Registered Stockholders.  The corporation
shall entitled to treat the holder of record of any share or
shares of stock as the holder in fact thereof and, accordingly
shall not be bound recognize any equitable or other claim to or
interest in such share shares on the part of any other person,
whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of the State of Texas.


                           ARTICLE IX
                            Dividends

     Section 9.1    Declaration.  Dividends upon the capital
stock of the corporation, subject to the provisions of the
Certificate of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to
law.  Dividends may be paid in

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cash, in property or in shares of capital stock, subject to the
provisions of the Certificate of Incorporation.

     Section 9.2    Reserve.  Before payment of any dividend,
there may be set aside out of any funds of the corporation
available for dividends such sum or sums as the Board of
Directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies or for
equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the
Board of Directors shall think conducive to the interests of the
corporation, and the Directors may modify or abolish any such
reserve in the manner in which it was created.


                            ARTICLE X
                         Indemnification

     Section 10.1   Third Party Actions.  The corporation shall
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 such person is or was a
director, trustee, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, trustee, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such
action, suit or proceeding if such person acted in good faith and
in a manner such person 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 such person's conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contenders or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which such
person 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 reasonable cause to believe that such
person's conduct was unlawful.

     Section 10.2   Derivative Actions.  The corporation shall
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 the corporation's favor by reason of the fact that such person
is or was a director, trustee, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) and

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amounts paid in settlement actually and reasonably incurred by
such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to amounts
paid in settlement the settlement of the suit or action was in
the best interests of the corporation; provided, however, that-no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable for gross negligence or willful misconduct in the
performance of such person's 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 such liability, but in view of all the
circumstances of the case, such person-is fairly and reasonably
entitled to indemnity for such expenses as such Court shall deem
proper.  The termination of any action or suit by judgment or
settlement shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best
interests of the corporation.

     Section 10.3   Successful Defense.  To the extent that a
director, trustee, officer, employee-or agent of the corporation
has been successful on the merits or otherwise, in whole or in
part, in defense of any action, suit or proceeding referred to in
Sections 10. 1 and 10. 2. or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually incurred by such person in
connection therewith.

     Section 10.4   Authorization.  Any indemnification under
Sections 10.1 and 10.2 (unless so ordered by a Court) shall be
made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director,
trustee, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard
of conduct set forth above in Section 10.1 and 10.2. Such
determination shall be made (a) by the Board of Directors of the
corporation by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or
proceeding, or (b) if such a quorum is not obtainable, by a
majority vote of directors who were not parties to such action,
suit or proceeding, or (c) by independent legal counsel (selected
by one or more of the directors, whether or not a quorum and
whether or not disinterested) in a written opinion, or (d) by the
stockholders.  Anyone making such a determination under this
Section 10.4 may determine that a person has met the standard
therein set forth as to some claims, issues or matters but not as
to others, and may reasonably prorate amounts to be paid as
indemnification.

     Section 10.5   Advances.  Expenses incurred in defending a
civil or criminal action, suit or proceeding shall be paid by the
corporation, at any time or from time to time in advance of the
final disposition of such action, suit or proceeding as
authorized in the manner provided in

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<PAGE>

Section 10.4 upon receipt of an undertaking by or on behalf of
the director, trustee, officer, employee or agent to repay such
amount unless it shall ultimately be determined that he is
entitled to be indemnified by the corporation as authorized in
this Article X.

     Section 10.6   Non-Exclusivity.  The indemnification
provided by this Article X shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any
law, By-Law, agreement, vote of stockholders of disinterested
directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director, trustee, officer, employee or agent and
shall inure to the benefit of their heirs, executors, and
administrators of such a person.

     Section 10.7   Insurance.  The corporation shall have the
power to purchase and maintain insurance on behalf of any person
who is or was a director, trustee, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against such person
and incurred by such person in any such capacity or arising out
of such person's status as such, whether or not the corporation
would have the power to indemnify such person against such
liability.

     Section 10.8   "Corporation" Defined.  For purposes of this
Article X, references to the "corporation" shall include, in
addition to the 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, trustees, officers, employees or agents, so that any
person who is or was a director, trustee, officer, employee or
agent of such constituent corporation or of any entity a majority
of the voting stock of which is owned by such constituent
corporation, or is or was serving at the request of such
constituent corporation as a director, trustee, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under
the provisions of this Article X with respect to the resulting or
surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had
continued.


                           ARTICLE XI
                          Miscellaneous

     Section 11.1   Seal.  The corporate seal shall have
inscribed thereon the name of the corporation, and the word
"Texas" The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or otherwise reproduced.

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     Section 11.2   Books.  The books of the corporation may be
kept (subject to any provision contained in the statutes) outside
the State of Texas at the offices of the corporation in such
state, or at such other place or places as may be designated from
time to time by the Board of Directors.


                           ARTICLE XII
                            Amendment

     These By-Laws may be altered, amended, repealed at any
regular or special meeting of the Board of Directors, without
prior notice, by resolution adopted thereat.

















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