AMENDED AND RESTATED

                                 BYLAWS OF

                         RELIABILITY INCORPORATED
                              (the "Company")



                                 ARTICLE I

                                  Offices


          Section  1.1.  Offices.   The  principal  business  office of the
Company shall be 16400 Park Row, Houston, Texas. The Company may  have such
other business offices within or without the State of Texas as the board of
directors may from time to time establish.

                                ARTICLE II

                               Capital Stock

          Section  2.1.  Certificate  Representing  Shares.  Shares of  the
capital stock of the Company shall be represented by  certificates  in such
form  or  forms  as  the board of directors may approve, provided that such
form or forms shall comply  with  all  applicable requirements of law or of
the articles of incorporation. Such certificates  shall  be  signed  by the
chairman  of  the  board  or  the  president,  and  by  the secretary or an
assistant secretary, of the Company and may be sealed with  the seal of the
Company or imprinted or otherwise marked with a facsimile of such seal. The
signature  of  any or all of the foregoing officers of the Company  may  be
represented by a printed facsimile thereof. If any officer whose signature,
or a facsimile thereof,  shall  have  been  set  upon any certificate shall
cease, prior to the issuance of such certificate, to occupy the position in
right of which his signature, or facsimile thereof,  was  so  set upon such
certificate, the Company may nevertheless adopt and issue such  certificate
with the same effect as if such officer occupied such position as  of  such
date  of  issuance;  and  issuance  and delivery of such certificate by the
Company shall constitute adoption thereof  by the Company. The certificates
shall be consecutively numbered, and as they  are  issued, a record of such
issuance shall be entered in the books of the Company.

          Section  2.2.  Stock  Certificate  Records  and  Shareholders  of
Record.   The  secretary  of  the Company shall maintain, or  cause  to  be
maintained, among other records,  stock certificate records which shall set
forth the names and addresses of the  holders  of  all issued shares of the
Company,  the  number  of shares held by each, the number  of  certificates
representing such shares,  the  date  of  issue  of  such certificates, and
whether or not such shares originate from original issue  or from transfer.
The  names  and  addresses  of  shareholders  as  they appear on the  stock
certificate records shall be the official list of shareholders of record of
the Company for all purposes. The Company shall be  entitled  to  treat the
holder  of record of any shares as the owner thereof for all purposes,  and
shall not

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be bound to recognize any equitable or other claim to, or interest in, such
shares or  any  rights  deriving  from such shares on the part of any other
person,  including,  but  without limitation,  a  purchaser,  assignee,  or
transferee, unless and until such other person becomes the holder of record
of such shares, whether or  not  the  Company  shall  have either actual or
constructive notice of the interest of such other person.

          Section  2.3.  Shareholder's  Change  of  Name or  Address.  Each
shareholder  shall  promptly notify the secretary of the  Company,  at  its
principal business office, by written notice sent by certified mail, return
receipt requested, of any change in name or address of the shareholder from
that as it appears upon  the official list of shareholders of record of the
Company. The secretary of  the  Company  shall then enter such changes into
all affected Company records, including, but  not  limited to, the official
list of shareholders of record.

          Section 2.4. Transfer of Stock.  The shares  represented  by  any
certificate  of  the  Company  are  transferable  only  on the books of the
Company by the holder of record thereof or by his duly authorized  attorney
or  legal representative upon surrender of the certificate for such shares,
properly  endorsed  or assigned. The board of directors may make such rules
and  regulations  concerning   the   issue,   transfer,   registration  and
replacement of certificates as they deem desirable or necessary.

          Section  2.5.  Transfer  Agent  and  Registrar.   The  board   of
directors  may  appoint  one  or  more transfer agents or registrars of the
shares,  or  both,  and may require all  share  certificates  to  bear  the
signature of a transfer agent or registrar, or both.

          Section  2.6.   Lost,  Stolen  or  Destroyed  Certificates.   The
Company may issue a new certificate for shares of stock in the place of any
certificate theretofore  issued  and  alleged  to have been lost, stolen or
destroyed, but the board of directors may require  the  owner of such lost,
stolen or destroyed certificate, or his legal representative, to furnish an
affidavit as to such loss, theft, or destruction and to give a bond in such
form and substance, and with such surety or sureties, with  fixed  or  open
penalty, as the board may direct, in order to indemnify the Company and its
transfer  agents and registrars, if any, against any claim that may be made
on account of the alleged loss, theft or destruction of such certificate.

          Section  2.7.  Fractional Shares.  Only whole shares of the stock
of the Company shall be issued.  In  case  of  any transaction by reason of
which a fractional share might otherwise be issued,  the  directors, or the
officers in the exercise of powers delegated by the directors,  shall  take
such  measures  consistent  with the law, the articles of incorporation and
these bylaws, including (for  example,  and  not  by way of limitation) the
payment  in  cash of an amount equal to the fair value  of  any  fractional
share, as they  may  deem  proper  to  avoid the issuance of any fractional
share.






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                                ARTICLE III

                             The Shareholders

          Section 3.1. Annual Meeting.   Commencing  in  the  calendar year
1984, the annual meeting of the shareholders, for the election of directors
and for the transaction of such other business as may properly  come before
the meeting, shall be held at the principal office of the Company, at 10:00
a.m. local time, during the fourth week in April of each year, or  at  such
other  place  and  time  as  may  be  designated by the board of directors.
Failure to hold any annual meeting or meetings  shall not work a forfeiture
or dissolution of the Company.

          Section 3.2. Special Meetings.  Except  as  otherwise provided by
law  or  by  the  articles  of  incorporation,  special  meetings   of  the
shareholders  may be called by the chairman of the board of directors,  the
president, any one of the directors, or the holders of at least ten percent
of all the shares having voting power at such meeting, and shall be held at
the principal office  of  the  Company  or at such other place, and at such
time, as may be stated in the notice calling  such meeting. The record date
for determining shareholders entitled to call a special meeting is the date
on which the first shareholder signs the notice  of  that meeting. Business
transacted at any special meeting of shareholders shall  be  limited to the
purpose stated in the notice of such meeting given in accordance  with  the
terms of Section 3.3.

          Section  3.3.  Notice  of  Meetings - Waiver.  Written or printed
notice of each meeting of shareholders,  stating the place, day and hour of
any meeting and, in case of a special shareholders' 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  such  meeting,  either
personally or by  mail,  by  or  at  the  direction  of  the president, the
secretary,  or  the  persons  calling  the meeting, to each shareholder  of
record entitled to vote at such meeting.  If  mailed,  such notice shall be
deemed to be delivered when deposited in the United States  mail  addressed
to  the  shareholder  at his address as it appears on the stock certificate
records of the Company,  with  postage  thereon  prepaid.  Such  further or
earlier notice shall be given as may be required by law. The signing  by  a
shareholder  of  a  written  waiver of notice of any shareholders' meeting,
whether before or after the time stated in such waiver, shall be equivalent
to the receiving by him of all  notice required to be given with respect to
such meeting. Attendance by a shareholder,  whether  in person or by proxy,
at  a  shareholders' meeting shall constitute a waiver of  notice  of  such
meeting. No notice of any adjournment of any meeting shall be required.

          Section   3.4.  Discharge  of  Notice  Requirement.   The  notice
provided for in Section 3.3. of these bylaws is not required to be given to
any shareholder if either notice of two consecutive annual meetings and all
notices of meetings held  during the period between such annual meetings or
all payments, provided that  there  were at least two such payments and all
payments were sent by first class mail,  of  distributions  or  interest on
securities   during   a  twelve-month  period  have  been  mailed  to  such
shareholder, addressed  to  the  address  as  shown  on  the records of the
Company and have been returned undeliverable.  Any action or meeting  taken
or held  without notice  to such a shareholder


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shall have the same force and effect as if the notice had  been  duly given
and any articles or document filed with the Secretary of State pursuant  to
action  taken  may  state that notice was duly given to all persons to whom
notice was required to  be  given.  The requirement that notice be given to
such a shareholder shall be reinstated  if  such  shareholder  delivers  to
the Company a written notice setting forth his then current address.

          Section  3.5.  Closing  of Transfer Books and Fixing 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 a distribution  by the Company (other than
a distribution involving a purchase or redemption  by the Company of any of
its own shares) or a share dividend, or in order to make a determination of
shareholders for any other proper purpose, the board  of  directors  of the
Company  may  provide  that the stock transfer books shall be closed for  a
stated period in no case  to exceed sixty days. If the stock transfer books
shall be closed for the purpose  of  determining  shareholders  entitled to
notice  of  or  to  vote at a meeting of shareholders, such books shall  be
closed for at least the  ten  days  immediately  preceding such meeting. In
lieu of closing the stock transfer books, the board of directors may fix in
advance  a  date  as  the  record  date  for  any  such  determination   of
shareholders,  such  date in no case to be more than sixty days nor, in the
case of a meeting of shareholders,  less than ten days prior to the date on
which the particular action requiring such determination of shareholders is
to be taken. If the stock transfer books  are not closed and no record date
is fixed for the determination of shareholders  entitled to notice of or to
vote at a meeting of shareholders, or shareholders  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 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 of 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, such determination shall apply to  any adjournment thereof
except where the determination has been made through  the  closing of stock
transfer books and the stated period of closing has expired.

          Section 3.6. Distributions and Share Ownership as of Record Date.
Distributions  of  cash, tangible property or intangible property  made  or
payable by the Company,  whether  in liquidation or from earnings, profits,
assets or capital, including all distributions  that  were  payable but not
paid  to  the  registered  owner  of  the shares, his heirs, successors  or
assigns but that are now being held in suspense by the Company or that were
paid  or  delivered  by  it into an escrow  account  or  to  a  trustee  or
custodian, shall be payable  by  the  Company,  escrow  agent,  trustee  or
custodian  to the person registered as owner of the shares in the Company's
stock certificate  records  as  of  the  record  date  determined  for that
distribution,  as  provided  in  Section  3.5  of  these bylaws, his heirs,
successors  or assigns. The person in whose name the  shares  are  or  were
registered in the stock certificate records of the Company as of the record
date shall be  deemed  to be the owner of the shares registered in his name
at that time.




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          Section 3.7. Voting  List.  The officer or agent having charge of
the stock certificate records for  shares  of  the  Company  shall make, at
least ten days before each meeting of shareholders, a complete  list of the
shareholders  entitled to vote at such meeting or any adjournment  thereof,
arranged in alphabetical  order,  with  the  address  of  and the number of
shares  held  by each, which list, for a period of ten days prior  to  such
meeting, shall  be kept on file at the registered office of the Company and
shall be subject to lawful inspection by any shareholder at any time during
the usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of
any shareholder during  the  whole  time  of the meeting. Failure to comply
with this section shall not affect the validity of any action taken at such
meeting.

          Section 3.8. Quorum and Officers.   Except  as otherwise provided
by law, by the articles of incorporation or by these bylaws, the holders of
a majority of the shares entitled to vote and represented  in  person or by
proxy  shall  constitute  a  quorum  at a meeting of shareholders, but  the
shareholders  present at any meeting, although  representing  less  than  a
quorum, may from  time  to  time  adjourn the meeting to some other day and
hour,  without  notice  other  than  announcement   at   the  meeting.  The
shareholders present at a duly organized meeting may continue  to  transact
business  until  adjournment,  notwithstanding  the  withdrawal  of  enough
shareholders  to  leave  less  than  a quorum. The vote of the holders of a
majority of the shares entitled to vote  and  thus represented at a meeting
at which a quorum is present shall be the act of the shareholders' meeting,
unless the vote of a greater number is required by law. The chairman of the
board or the president shall preside at, and the  secretary  shall keep the
records of, each meeting of shareholders, and in the absence of either such
officer,  his duties shall be performed by any other officer authorized  by
these bylaws  or  any  person  appointed  by resolution duly adopted at the
meeting.

          Section 3.9. Voting at Meetings.  Each outstanding share shall be
entitled to one vote on each matter submitted  to  a  vote  at a meeting of
shareholders except to the extent that the articles of incorporation or the
laws of the State of Texas provide otherwise.

          Section 3.10. Proxies.  A shareholder may vote either  in  person
or  by  proxy  executed  in  writing  by  the  shareholder,  or by his duly
authorized  attorney-in-fact.  No  proxy  shall be valid after eleven  (11)
months  from the date of its execution unless  otherwise  provided  in  the
proxy. A  proxy  shall  be  revocable  unless  the proxy form conspicuously
states  that  the proxy is irrevocable and the proxy  is  coupled  with  an
interest.

          Section 3.11. Balloting.  Upon the demand of any shareholder, the
vote upon any question  before  the  meeting  shall  be  by ballot. At each
meeting inspectors of election may be appointed by the presiding officer of
the  meeting, and at any meeting for the election of directors,  inspectors
shall  be  so  appointed  on  the  demand  of  any  shareholder  present or
represented by proxy and entitled to vote in such election of directors. No
director or candidate for the office of director shall be appointed as such
inspector.  The number of votes cast by shares in the election of directors
shall be recorded in the minutes.
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          Section 3.12. Voting Rights, Prohibition of Cumulative Voting for
Directors.  Each outstanding share of common stock shall be entitled to one
(1) vote upon each matter submitted to a vote at a meeting of shareholders.
No shareholder  shall have the right to cumulate his votes for the election
of directors but  each  share shall be entitled to one vote in the election
of  each  director.  In  the   case  of  any  contested  election  for  any
directorship, the candidate for  such position receiving a plurality of the
votes cast in such election shall be elected to such position.

          Section 3.13. Record of  Shareholders.  The Company shall keep at
its principal business office, or the  office  of  its  transfer  agents or
registrars, a record of its shareholders, giving the names and addresses of
all shareholders and the number and class of the shares held by each.  This
list,  compiled  from  the stock certificate records, shall be the official
list of shareholders of  the Company for all purposes and shall be the same
list required by Section 2.2 hereof.

          Section 3.14. Action  Without  Meeting.  Any  action  required by
statute to be taken at a meeting of the shareholders of the Company, or any
action  which  may be taken at a meeting of the shareholders, may be  taken
without a meeting  if  a  consent  in  writing, setting forth the action so
taken, shall be signed by all of the shareholders  entitled  to  vote  with
respect  to the subject matter thereof and such consent shall have the same
force and  effect  as a unanimous vote of the shareholders. Any such signed
consent, or a signed  copy  thereof,  shall be placed in the minute book of
the Company.

                                ARTICLE IV

                          The Board of Directors

          Section 4.1. Number, Qualifications  and  Term.  The business and
affairs  of the Company shall be managed and controlled  by  the  board  of
directors; and, subject to any restrictions imposed by law, by the articles
of incorporation,  or  by these bylaws, the board of directors may exercise
all the powers of the Company. The board of directors shall consist of five
members. Such number may  be  increased  or decreased by amendment of these
bylaws, provided that no decrease shall effect  a shortening of the term of
any  incumbent  director.  Directors  need  not be residents  of  Texas  or
shareholders  of  the  Company absent provision  to  the  contrary  in  the
articles of incorporation  or  laws  of  the  State  of  Texas.  Except  as
otherwise  provided  in  Section 4.3. of these bylaws, each position on the
board of directors shall be  filled  by  election  at the annual meeting of
shareholders.  Any  such  election  shall be conducted in  accordance  with
Section 3.8. of these bylaws. Each person  elected  a  director  shall hold
office,  unless  removed  in  accordance  with Section 4.2 of these bylaws,
until the next annual meeting of the shareholders  and  until his successor
shall have been duly elected and qualified.







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<PAGE>

          Section  4.2.  Removal.  Any  director  or  the entire  board  of
directors may be removed from office, with or without cause, at any special
meeting of shareholders by the affirmative vote of a majority of the shares
of the shareholders present in person or by proxy and entitled  to  vote at
such meeting, if notice of the intention to act upon such matter shall have
been  given in the notice calling such meeting. If the notice calling  such
meeting  shall  have so provided, the vacancy caused by such removal may be
filled at such meeting  by  the affirmative vote of a majority in number of
the shares of the shareholders  present  in person or by proxy and entitled
to vote.

          Section 4.3. Vacancies.  Any vacancy  occurring  in  the board of
directors  may  be  filled  by  the  vote  of  a  majority of the remaining
directors, even if such remaining directors comprise  less than a quorum of
the  board  of  directors.  A director elected to fill a vacancy  shall  be
elected for the unexpired term  of  his predecessor in office. Any position
on the board of directors to be filled  by  reason  of  an  increase in the
number  of  directors  shall  be  filled by the vote of a majority  of  the
directors, election at an annual meeting  of  the  shareholders,  or  at  a
special meeting of shareholders duly called for such purpose, provided that
the  board of directors may fill no more than two such directorships during
the period between any two successive annual meetings of shareholders.

          Section  4.4. Regular Meetings.  Regular meetings of the board of
directors  shall be held  immediately  following  each  annual  meeting  of
shareholders,  at  the  place  of such meeting, and at such other times and
places as the board of directors  shall determine. No notice of any kind of
such regular meetings needs to be given to either old or new members of the
board of directors.

          Section 4.5. Special Meetings.   Special meetings of the board of
directors shall be held at any time by call  of  the chairman of the board,
the president, the secretary or any one director.  The secretary shall give
notice of each special meeting to each director at his  usual  business  or
residence  address  by  mail  at  least three days before the meeting or in
person, by telegraph, telefax or telephone  at  least  one  day before such
meeting.  If  mailed,  such  notice  shall  be deemed to be delivered  when
deposited in the United States mail with postage thereon prepaid. Except as
otherwise provided by law, by the articles of  incorporation,  or  by these
bylaws,  such notice need not specify the business to be transacted at,  or
the purpose  of,  such  meeting.  No  notice  shall  be  necessary  for any
adjournment  of  any meeting. The signing of a written waiver of notice  of
any special meeting  by  the  person  or  persons  entitled to such notice,
whether before or after the time stated therein, shall be equivalent to the
receiving of such notice. Attendance of a director at  a meeting shall also
constitute  a  waiver  of notice of such meeting, except where  a  director
attends a meeting for the express and announced purpose of objecting to the
transaction of any business  on the ground that the meeting is not lawfully
called or convened.

          Section 4.6. Quorum.  A majority of the number of directors fixed
by these bylaws shall constitute  a  quorum for the transaction of business
and the act of not less than a majority  of  such  quorum  of the directors
shall be required in order to constitute the act of the board of directors,
unless  the  act  of  a  greater  number shall be required by law,  by  the
articles of incorporation or by these bylaws.


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          Section 4.7. Procedure at  Meetings.   The  board of directors at
each  regular  meeting  held  immediately following the annual  meeting  of
shareholders shall appoint one  of their number as chairman of the board of
directors. The chairman of the board  shall  preside  at  meetings  of  the
board.  In  his  absence  at  any  meeting, any officer authorized by these
bylaws or any member of the board selected  by  the  members  present shall
preside.  The  secretary  of  the  Company  shall  act as secretary at  all
meetings of the board. In his absence, the presiding officer of the meeting
may designate any person to act as secretary. At meetings  of  the board of
directors, the business shall be transacted in such order as the  board may
from time to time determine.

          Section  4.8.  Presumption of Assent. Any director of the Company
who is present at a meeting  of  the  board of directors at which action on
any corporate matter is taken shall be  presumed  to  have  assented to the
action  taken  unless  his dissent shall be entered in the minutes  of  the
meeting or unless he shall file his written dissent to such action with the
person  acting as the secretary  of  the  meeting  before  the  adjournment
thereof or  shall  forward such dissent by registered mail to the secretary
of the Company immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a director who voted in favor of such action.

          Section 4.9.  Action  Without  a Meeting.  Any action required by
statute to be taken at a meeting of the directors  of the Company, or which
may be taken at such meeting, may be taken without a  meeting  if a consent
in  writing,  setting  forth  the action so taken, shall be signed by  each
director entitled to vote at such  meeting, and such consent shall have the
same force and effect as a unanimous  vote  of  the  directors. Such signed
consent, or a signed copy thereof, shall be placed in  the  minute  book of
the Company.

          Section   4.10.   Compensation.   Directors  shall  receive  such
compensation for their services  as  is  set  by resolution of the board of
directors, and reimbursement for reasonable expenses of attendance, if any,
may be allowed for attendance at each regular or  special  meeting  of  the
board  of  directors  or  at  any  meeting  of  the  executive committee of
directors, if any, to which such director may be elected in accordance with
the following Section 4.11; but nothing herein shall preclude  any director
from  serving  the  Company in any other capacity or receiving compensation
therefor.

          Section 4.11.  Executive  Committee.   The board of directors, by
resolution  adopted  by  a  majority of the full board  of  directors,  may
designate an executive committee,  which  committee shall consist of two or
more of the directors of the Company. Such executive committee may exercise
such authority of the board of directors in the business and affairs of the
Company as the board of directors may, by resolution duly adopted, delegate
to it except as prohibited by law. The designation  of  such  committee and
the delegation thereto of authority shall not operate to relieve  the board
of directors, or any member thereof, of any responsibility imposed  upon it
or him by law. Any member of the executive committee may be removed by  the
board  of  directors. The executive committee shall keep regular minutes of
its proceedings  and  report  the  same  to  the  board  of  directors when
required.  The minutes of the proceedings of the executive committee  shall
be placed in  the  minute  book  of  the  Company. Members of the executive
committee shall receive such compensation as  may  be approved by the board
of  directors  and  will  be  reimbursed  for reasonable expenses  actually
incurred by reason of membership on the executive committee.
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<PAGE>

          Section  4.12. Other Committees.   The  board  of  directors,  by
resolution adopted by  a  majority  of  the  full  board  of directors, may
appoint  one  or  more  committees  of  two  or  more directors each.  Such
committees may exercise such authority of the board  of  directors  in  the
business  and  affairs  of  the  Company  as the board of directors may, by
resolution  duly  adopted,  delegate,  except as  prohibited  by  law.  The
designation of any committee and the delegation  thereto of authority shall
not operate to relieve the board of directors, or  any  member  thereof, of
any  responsibility  imposed on it or him by law. Any member of a committee
may be removed at any  time  by the board of directors. Members of any such
committees shall receive such  compensation as may be approved by the board
of  directors  and  will be reimbursed  for  reasonable  expenses  actually
incurred by reason of membership on a committee.

                                 ARTICLE V

                                 Officers

          Section 5.1. Officers.  The officers of the Company shall consist
of a president, one or  more  vice presidents, a secretary and a treasurer;
and, in addition, such other officers  and assistant officers and agents as
may  be  deemed appropriate or desirable.  Officers  shall  be  elected  or
appointed by the board of directors. Any two or more offices may be held by
the same person.  In  its  discretion,  the  board  of  directors may leave
unfilled any office except those of president, treasurer and secretary.

          Section  5.2. Election; Term; Qualification.  Officers  shall  be
chosen by the board  of  directors  annually at the meeting of the board of
directors following the annual shareholders'  meeting.  Each  officer shall
hold office until his successor has been chosen and qualified, or until his
death, resignation, or removal.

          Section 5.3. Removal.  Any officer or agent elected or  appointed
by the board of directors may be removed by the board of directors whenever
in  its  judgment the best interests of the Company will be served thereby,
but such removal shall be without prejudice to the contract rights, if any,
of the person  so  removed.  Election or appointment of an officer or agent
shall not of itself create any contract rights.

          Section 5.4. Vacancies.   Any vacancy in any office for any cause
may be filled by the board of directors at any meeting.

          Section 5.5. Duties.  The officers of the Company shall have such
powers  and  duties, except as modified  by  the  board  of  directors,  as
generally pertain  to  their  offices, respectively, as well as such powers
and  duties  as from time to time  shall  be  conferred  by  the  board  of
directors and by these bylaws.

          Section  5.6.  President.   The  president  shall  be  the  chief
executive  officer  of  the Company and shall have general direction of the
affairs of the Company and  general  supervision over the several officers,
subject however to the control of the  board  of  directors.  The president
shall,  at  each  annual  meeting  and  from  time  to time, report to  the
shareholders and the board of directors on all matters within his knowledge
concerning the Company,  which, in his opinion,  should  be brought  to the
notice  of such persons. In the

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<PAGE>

absence  of the chairman of the board, or at his direction,  the  president
shall preside at all meetings of shareholders of the Company. The president
shall sign  and  execute  in  the  name of the Company (i) all contracts or
other  instruments authorized by the  board  of  directors,  and  (ii)  all
contracts  or  instruments  in  the  usual  and regular course of business,
pursuant to Section 6.2 hereof, excepting those contracts where the signing
thereof has been expressly delegated by the board  or  these bylaws to some
other  officer or agent of the Company; and in general, shall  perform  all
duties incident  to  the  office  of  the  president  and a chief executive
officer and such other duties as may from time to time  be  assigned to him
by the board of directors or as are prescribed by these bylaws.

          Section  5.7.  The  Vice  Presidents.   At  the  request  of  the
president,  or  in the event of the absence or disability of the president,
the vice presidents,  in  the  order  of  their election, shall perform the
duties of the president, and, when so acting, shall have all the powers of,
and be subject to all restrictions upon, the president. Any action taken by
the vice president in the performance of the  duties of the president shall
be conclusive evidence of the absence or inability  to act as the president
at  the time such action is taken. The vice president  shall  perform  such
other duties as may, from time to time, be assigned to them by the board of
directors or the president.

          Section  5.8. Secretary.  The secretary shall keep the minutes of
all meetings of the  shareholders,  of  the  board of directors, and of the
executive  committee, if any, of the board of directors,  in  one  or  more
books provided  for  such  purpose  and shall see that all notices are duly
given in accordance with the provisions  of  these bylaws or as required by
law. He shall be custodian of the corporate records  and  of  the  seal (if
any)  of  the Company and see, if the Company has a seal, that the seal  of
the Company is affixed to all documents the execution of which on behalf of
the Company under its seal is duly authorized; shall have general charge of
the stock certificate  books,  transfer  books  and stock ledgers, and such
other books and papers of the Company as the board of directors may direct,
all of which shall, at all reasonable times, be open  to the examination of
any director, upon application at the office of the Company during business
hours;  and  in  general shall perform all duties and exercise  all  powers
incident to the office of the secretary and such other duties and powers as
the board of directors  or the president from time to time may assign to or
confer on him.

          Section 5.9. Treasurer.   The  treasurer  shall keep complete and
accurate records of account, showing at all times the  financial  condition
of  the  Company.  He  shall  be  the  legal custodian of all money, notes,
securities and other valuables which may  from  time  to time come into the
possession of the Company. He shall furnish at meetings  of  the  board  of
directors, or whenever requested, a statement of the financial condition of
the  Company,  and  shall  perform  such  other  duties as these bylaws may
require or the board of directors may prescribe.

          Section  5.10.  Assistant Officers.  Any assistant  secretary  or
assistant treasurer appointed by the board of directors shall have power to
perform, and shall perform,  all  duties  incumbent  upon  the secretary or
treasurer of the Company, respectively, subject to the general direction of
such  respective  officers,  and shall perform such other duties  as  these
bylaws may require or the board of directors may prescribe.

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<PAGE>

          Section 5.11. Salaries.   The  salaries  or other compensation of
the officers shall be fixed from time to time by the board of directors. No
officer shall be prevented from receiving such salary or other compensation
by reason of the fact that he is also a director of the Company.

          Section  5.12.  Bonds of Officers.  The board  of  directors  may
secure the fidelity of any  officer of the Company by bond or otherwise, on
such terms and with such surety  or  securities,  conditions,  penalties or
securities as shall be deemed proper by the board of directors.

          Section  5.13.  Delegation.  The board of directors may  delegate
temporarily the powers and duties of any officer of the Company, in case of
his  absence  or for any other  reason,  to  any  other  officer,  and  may
authorize the delegation by any officer of the Company of any of his powers
and duties to any  agent or employee, subject to the general supervision of
such officer.

                                ARTICLE VI

                               Miscellaneous

          Section  6.1.   Distributions.   Distributions,  subject  to  the
provisions of the articles of incorporation and to limitations set forth by
law, if any, may be declared  by  the  board of directors at any regular or
special meeting. Distributions may be in  the form of a dividend, including
a share dividend, a purchase or redemption  by  the  Company,  directly  or
indirectly,  of  any  of  its  own  shares  or  a  payment  by  the Company
in liquidation of all or a portion of its assets. A distribution may not be
made if it would render the Company insolvent or if it exceeds the  surplus
of the Company, except as otherwise allowed by law.

          Subject  to  limitations  upon  the  authority  of  the  board of
directors  imposed  by  law  or  by  the  articles  of  incorporation,  the
declaration  of  and  provision  for  payment  of dividends shall be at the
discretion of the board of directors.

          Section 6.2. Contracts.  The president  shall  have the power and
authority to execute, on behalf of the Company, contracts or instruments in
the  usual  and regular course of business, and in addition  the  board  of
directors may  authorize  any  officer or officers, agent or agents, of the
Company to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Company, and such authority may be general
or confined to specific instances.  Unless  so  authorized  by the board of
directors or by these bylaws, no officer, agent or employee shall  have any
power or authority to bind the Company by any contract or engagement, or to
pledge its credit or to render it pecuniarily liable for any purpose  or in
any amount.

          Section  6.3.  Checks, Drafts, etc.  All checks, drafts, or other
orders for the payment of  money, notes, or other evidences of indebtedness
issued in the name of the Company  shall  be  signed  by  such  officers or
employees of the Company as shall from time to time be authorized  pursuant
to these bylaws or by resolution of the board of directors.

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<PAGE>

          Section  6.4.  Depositories.   All funds of the Company shall  be
deposited from time to time to the credit  of  the Company in such banks or
other  depositories  as  the  board  of directors may  from  time  to  time
designate, and upon such terms and conditions  as  shall  be  fixed  by the
board  of directors. The board of directors may from time to time authorize
the opening and maintaining within any such depository as it may designate,
of general  and  special  accounts,  and  may  make  such special rules and
regulations with respect thereto as it may deem expedient.

          Section 6.5. Endorsement of Stock Certificates.   Subject  to the
specific directions of the board of directors, any share or shares of stock
issued  by  any  corporation and owned by the Company, including reacquired
shares of the Company's  own  stock, may, for sale or transfer, be endorsed
in the name of the Company by the president or any vice president; and such
endorsement may be attested or  witnessed by the secretary or any assistant
secretary either with or without  the  affixing  thereto  of  the corporate
seal.

          Section 6.6. Corporate Seal.  The corporate seal, if  any,  shall
be in such form as the board of directors shall approve, and such seal,  or
a  facsimile  thereof,  may  be  impressed on, affixed to, or in any manner
reproduced upon, instruments of any  nature  required  to  be  executed  by
officers of the Company.

          Section  6.7.  Fiscal Year.  The fiscal year of the Company shall
begin and end on such dates  as  the  board  of directors at any time shall
determine.

          Section 6.8. Books and Records.  The  Company  shall keep correct
and  complete  books and records of account and shall keep minutes  of  the
proceedings of its  shareholders  and board of directors, and shall keep at
its registered office or principal  place  of business, or at the office of
its transfer agent or registrar, a record of  its  shareholders, giving the
names and addresses of all shareholders and the number  and  class  of  the
shares held by each.

          Section 6.9. Resignations.  Any director or officer may resign at
any  time. Such resignations shall be made in writing and shall take effect
at the  time specified therein, or, if no time is specified, at the time of
its receipt  by the president or secretary. The acceptance of a resignation
shall not be necessary  to  make it effective, unless expressly so provided
in the resignation.

          Section 6.10. Indemnification  of  Officers  and  Directors.  The
Company  shall indemnify to the full extent allowed by law 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, arbitrative,  or  investigative,  any  appeal  in  such  an
action,  suit,  or  proceeding, and any inquiry or investigation that could
lead to such an action, suit or proceeding by reason of the fact that he is
or was a director, officer, employee, or agent of the Company, or is or was
serving at the request  of  the  Company  as a director, officer, employee,
partner, venturer, proprietor, trustee, agent,  or  similar  functionary of
another  corporation, partnership, joint venture, trust, other  enterprise,
or employee   benefit  plan.   This indemnification  shall, to  the  extent
permitted


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<PAGE>

by law, be against judgments, penalties,  fines, settlements and reasonable
expenses actually incurred in connection with  such  investigation, action,
suit or proceeding but if the person is found liable to  the  Company or is
found liable on the basis that personal benefit was improperly  received by
the  person,  indemnification  shall  be  limited  to  reasonable  expenses
actually incurred by the person in connection with the proceeding and shall
not  be  made in respect of any proceedings in which the person shall  have
been found  liable for willful or intentional misconduct in the performance
of his duty to  the  Company. A person acting in his official capacity as a
director of the Company  must  have  conducted  himself  in  good faith and
reasonably  believed  his  actions  to  have  been  in  the Company's  best
interests.  A  person  acting  in  any  other capacity must have  conducted
himself in good faith and reasonably have  believed  his  actions  were not
opposed  to  the  Company's  best  interests.  In  the case of any criminal
proceeding, indemnification requires that the person  indemnified  have had
no reasonable cause to believe his conduct was unlawful.

          Any  indemnification  under  this  section  shall  be made by the
Company  only as authorized in the specific case upon a determination  that
indemnification  is proper because the director, officer, employee or agent
has met the applicable  standard of conduct as set forth in the laws of the
State  of  Texas,  and  the amount  of  indemnification  (before  or  after
termination of the proceedings) shall be made only as set forth in the laws
of the State of Texas. Such  determinations  shall  be made as set forth in
the laws of the State of Texas.

          Any  indemnification of or advance of expenses  to  any  officer,
director, employee, or agent of the Company shall be reported in writing to
the shareholders  with or before the notice or waiver of notice of the next
shareholder's meeting or with or before the next submission to shareholders
of a consent to action  without  a  meeting pursuant to Section 3.14 hereof
and, in any case, within the twelve-month  period immediately following the
date of the indemnification or advance.

          Any right of indemnification granted  by this Section 6.10. shall
be  in addition to and not in lieu of any other such  right  to  which  any
director  or  officer  of the Company may at any time be entitled under the
law of the State of Texas; and if any indemnification which would otherwise
be granted by this Section 6.10. shall be disallowed by any competent court
or administrative body as  illegal  or  against  public  policy,  then  any
director  or  officer  with respect to whom such adjudication was made, and
any other officer or director,  shall  be indemnified to the fullest extent
permitted by law and public policy, it being  the  express  intent  of  the
Company  to  indemnify its officers, directors, employees and agents to the
fullest extent  possible  in  conformity  with these bylaws, all applicable
laws, and public policy.










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<PAGE>

          Section 6.11. Indemnity Insurance.  The  Company may purchase and
maintain insurance or another arrangement on behalf  of  a person who is or
was a director, officer, employee or agent of the Company  or who is or was
serving  at  the  request  of the Company as a director, officer,  partner,
venturer, proprietor, trustee,  employee,  agent  or similar functionary of
another foreign or domestic corporation, partnership,  joint  venture, sole
proprietorship, trust, employee benefit plan, or other enterprise,  against
any liability asserted against him and incurred by him in such capacity  or
arising  out  of  his  status  as such a person, whether or not the Company
would have the power to indemnify  him  against  that liability under these
bylaws  or  the  laws  of  the  State of Texas. If the insurance  or  other
arrangement is with a person or entity that is not regularly engaged in the
business of providing insurance coverage,  the insurance or arrangement may
provide for payment of a liability with respect  to which the Company would
not have the power to indemnify the person only if  the shareholders of the
Company approve the inclusion of coverage for the additional liability.

          Section 6.12. Meetings by Telephone.  Subject  to  the provisions
required or permitted by these bylaws or the laws of the State of Texas for
notice  of  meetings,  shareholders, members of the board of directors,  or
members  of  any  committee  designated  by  the  board  of  directors  may
participate in and  hold  any  meeting  required  or  permitted under these
bylaws by telephone or similar communications equipment  by  means of which
all persons participating in the meeting can hear each other. Participation
in a meeting pursuant to this Section shall constitute presence  in  person
at  such  a  meeting, except where a person participates in the meeting for
the express purpose  of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                ARTICLE VII

                                Amendments

          Section 7.1. Amendments. These bylaws may be altered, amended, or
repealed, or new bylaws  may  be  adopted,  by  a  majority of the board of
directors at any duly held meeting of directors, provided  that  notice  of
such  proposed  action  shall have been contained in the notice of any such
meeting, unless the articles  of  incorporation or the laws of the State of
Texas reserve the power exclusively  to  the  shareholders  in  whole or in
part,  or  the shareholders in amending, repealing or adopting a particular
bylaw expressly provide that the board of directors may not amend or repeal
that bylaw.  Unless the articles of incorporation or a bylaw adopted by the
shareholders provides  otherwise as to all or some portion of the Company's
bylaws, the holders of a  majority  of  the  shares represented at any duly
held meeting of the shareholders, provided that  notice  of  such  proposed
action  shall  have  been contained in the notice of any such meeting,  may
amend, repeal or adopt the Company's bylaws.







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