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                                                                     EXHIBIT 3.4



                          CERTIFICATE OF INCORPORATION
                                       OF
                         AMERICAN BUILDING CONTROL, INC.
                                   AS AMENDED
                                       TO
                                DECEMBER 20, 2002

1.       The name of the Corporation is American Building Control, Inc.

2.       The address of the Corporation's registered office in the State of
         Delaware is 1209 Orange Street, Corporation Trust Center, in the City
         of Wilmington, County of New Castle. The name of its registered agent
         at such address is The Corporation Trust Company.

3.       The purpose of the Corporation is to engage in any lawful act or
         activity for which corporations may be organized under the General
         Corporation Law of Delaware.

4.       Capital Stock

A.       Common Stock.

                  The aggregate number of common shares which this Corporation
         shall have the authority to issue is Fifty Million (50,000,000) shares
         with a par value of One Cent ($0.01) each, which shares shall be
         designated "Common Stock".

B.       Preferred Stock.

                  The aggregate number of preferred shares which this
         Corporation shall have authority to issue is Two Million (2,000,000)
         shares with a par value of Five Dollars ($5.00) each, which shares
         shall be designated "Preferred Stock". Included in such number of
         shares of Preferred Stock are 195,351 shares which have been designated
         as "Series "A" 12% Cumulative Convertible Preferred Stock," the rights
         and preferences of which are set forth in full or referred to in
         paragraph H of this Article 4.

                  Shares of Preferred Stock may be issued from time to time in
         one or more series, each such series to have distinctive serial
         designations (other than a designation containing the term "Series A")
         as shall be determined in the resolution or resolutions providing for
         the issue of such Preferred Stock from time to time adopted by the
         Board of Directors pursuant to authority so to do which is hereby
         vested in the Board of Directors, which resolutions shall be filed with
         the Secretary of State of the State of Delaware as required by law.

                  Each series of Preferred Stock as shall be established by the
         Board of Directors

                  (a) may have such number of shares;

                  (b) may have such voting powers, full or limited, or may be
         without voting powers;

                  (c) may be subject to redemption at such time or times and at
         such prices;

                  (d) may be entitled to receive dividends (which may be
         cumulative or noncumulative) at such rate or rates, on such conditions,
         from such date or dates, and at such


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         times, and payable in preference to, or in such relation to, the
         dividends payable on any other class or classes or series of stock;

                  (e) may have such rights upon the dissolution of, or upon any
         distribution of the assets of, the Corporation;

                  (f) may be made convertible into, or exchangeable for, shares
         of any other class or classes or of any other series of the same or any
         other class or classes of stock of the Corporation at such price or
         prices or at such rates of exchange, and with such adjustments;

                  (g) may be entitled to the benefit of a sinking fund or
         purchase fund to be applied to the purchase or redemption of shares of
         such series in such amount or amounts;

                  (h) may be entitled to the benefit of conditions and
         restrictions upon the creation of indebtedness of this Corporation or
         any subsidiary, upon the issue of any additional stock (including
         additional shares of such series or of any other series), and upon the
         payment of dividends or the making of other distributions on, and the
         purchase, redemption or other acquisition by this Corporation or any
         subsidiary of any outstanding stock of this Corporation; and

                  (i) may have such other relative, participating, optional or
         other special rights, qualifications, limitations or restrictions
         thereof;

         all as shall be stated in said resolution or resolutions providing for
         the issue of such Preferred Stock.

         C. Treasury Shares.

                  Shares of any series of Preferred Stock which have been
         redeemed (whether through the operation of a sinking fund or otherwise)
         or purchased by the Corporation, or which, if convertible or
         exchangeable, have been converted into or exchanged for shares of stock
         of any other class or classes, shall have the status of authorized and
         unissued shares of Preferred Stock and may be reissued as a part of the
         series of which they were originally a part or may be reclassified and
         reissued as part of a new series of Preferred Stock to be created by
         resolution or resolutions of the Board of Directors or as part of any
         other series of Preferred Stock, all subject to the conditions or
         restrictions on issuance set forth in the resolution or resolutions
         adopted by the Board of Directors providing for the issue of any series
         of Preferred Stock and to any filing required by law.

         D. Dividends.

                  Dividends in cash, property or shares of the Corporation may
         be paid upon the Common Stock as and when declared by the Board of
         Directors, out of funds of the Corporation to the extent and in the
         manner permitted by law, except that no Common Stock dividend shall be
         paid for any year unless the holders of Preferred Stock, if any, shall
         receive the maximum allowable Preferred Stock dividend for such year
         applicable to each respective series, plus any required dividends
         accumulated from prior years.

         E. Distribution Upon Liquidation.


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                  Except as otherwise provided by the resolution or resolutions
         of the Board of Directors providing for the issue of any series of
         Preferred Stock, upon any liquidation, dissolution or winding up of the
         Corporation, and after paying or adequately providing for the payment
         of all its obligations, the remainder of the assets of the Corporation
         shall be distributed, either in cash or in kind, first pro rata to the
         holders of Preferred Stock until the required amount to be distributed
         to the Preferred Stock has been distributed, and the remainder pro rata
         to the holders of the Common Stock.

         F. Voting.

                  Each outstanding share of Common Stock shall be entitled to
         one vote. Cumulative voting shall not be allowed in the election of
         directors of the Corporation. Except as provided in paragraph H of this
         Article 4 with respect to Series A Cumulative Convertible Preferred
         Stock, shares of Preferred Stock shall not be entitled to any vote,
         except as required by law, in which case each share of Preferred Stock
         shall be entitled to one vote, or except as otherwise provided by the
         resolution or resolutions of the Board of Directors providing for the
         issue of any series of the Preferred Stock.

         G. Preemptive Rights.

                  Except as otherwise provided by the resolution or resolutions
         of the Board of Directors providing for the issue of any series of
         Preferred Stock, no holder of any shares of the Corporation, whether
         now or hereafter authorized, shall have any preemptive or preferential
         right to acquire any shares or securities of the Corporation, including
         shares or securities held in the treasury of the Corporation.

         H. Series A 12% Cumulative Convertible Preferred Stock.

                  One Hundred Ninety-five Thousand Three Hundred Fifty-one
         (195,351) shares of the Corporation's Preferred Stock shall be
         designated as "Series "A" 12% Cumulative Convertible Preferred Stock"
         (the "Series A Preferred Stock") and shall have the rights and
         preferences set forth or referred to in this paragraph H. Certain other
         capitalized terms used in this paragraph H are defined in subparagraph
         7 of this paragraph H.

                  1. Dividends.

                           (a) When and as declared by the Board of Directors of
                  the Corporation and to the extent permitted under the General
                  Corporation Law of Delaware, the Corporation will pay
                  preferential dividends to the holders of Series A Preferred
                  Stock. Except as otherwise provided herein, dividends on each
                  share of Series A Preferred Stock will accrue cumulatively at
                  the rate of $0.15 per fiscal quarter to and including the
                  earlier of (i) the date on which the Redemption Price of such
                  share is paid if such share is redeemed, or (ii) the date on
                  which such share is converted or (iii) the date upon which any
                  dissolution, liquidation or winding up of the Corporation is
                  effected. Dividends will be payable on each March 31, June 30,
                  September 30 and December 31. All dividends will accrue
                  whether or not such dividends have been declared and whether
                  or not there are profits, surplus or other funds of the
                  Corporation legally available for the payment of dividends.
                  The date on which the Corporation initially issues any share
                  of Series A Preferred Stock will be deemed to be its "date of
                  issuance" regardless of the number of times a transfer of such
                  share is made on the stock records maintained by or for the


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                  Corporation and regardless of the number of certificates which
                  may be issued to evidence such share.

                           (b) To the extent not paid on each March 31, June 30,
                  September 30 and December 31, all dividends which have accrued
                  on each share of Series A Preferred Stock then outstanding
                  during the three-month period ending upon such date will be
                  added to the Liquidation Value of such share and will remain a
                  part thereof until such dividends are paid.

                           (c) If at any time the Corporation pays less than the
                  total amount of dividends then accrued with respect to the
                  Series A Preferred Stock, such payment will be distributed
                  among the holders of the Series A Preferred Stock so that an
                  equal amount will be paid with respect to each outstanding
                  share of Series A Preferred Stock.

                  2. Liquidation.

                           Upon any liquidation, dissolution or winding up of
                  the Corporation, the holders of Series A Preferred Stock will
                  be entitled to be paid, before any distribution or payment is
                  made upon any other equity securities of the Corporation, an
                  amount in cash equal to the sum of the aggregate Liquidation
                  Value of all shares of Series A Preferred Stock outstanding,
                  and the holders of Series A Preferred Stock will not be
                  entitled to any further payment. If upon any such liquidation,
                  dissolution or winding up, the assets of the Corporation to be
                  distributed among the holders of the Series A Preferred Stock
                  are insufficient to permit payment to such holders of the
                  aggregate amount which they are entitled to be paid, then the
                  entire assets to be distributed will be distributed ratably
                  among such holders based upon the aggregate Liquidation Value
                  of the Series A Preferred Stock held by such holder. The
                  Corporation will mail written notice of such liquidation,
                  dissolution or winding up, not less than 60 days prior to the
                  payment date stated therein, to each record holder of Series A
                  Preferred Stock. Neither the consolidation or merger of the
                  Corporation into or with any other Corporation or
                  Corporations, nor the sale or transfer by the Corporation of
                  all or any part of its assets, nor the reduction of the
                  capital stock of the Corporation, will be deemed to be a
                  liquidation, dissolution or winding up of the Corporation
                  within the meaning of this subparagraph b.

                  3. Redemptions.

                           (a) Upon resolution of the Board of Directors, the
                  Corporation may redeem shares of Series A Preferred Stock. For
                  each such share which may be redeemed, if any, the Corporation
                  will be obligated to pay to the holder thereof the Redemption
                  Price.

                           (b) In the event of redemption the Corporation will
                  mail, unless waived by the holders, written notice (the
                  "Notice of Redemption") of each such redemption to each record
                  holder not less than 10 days prior to the date on which such
                  redemption is to be made. Upon mailing any Notice of
                  Redemption, the Corporation will become obligated (i) to
                  redeem from each holder the number of shares of Series A
                  Preferred Stock, as stated in the Notice of Redemption, to be
                  redeemed from such holder, and (ii) to send each record holder
                  a cashier's or certified check in an amount equal to the
                  Redemption Price of such number of shares of Series A
                  Preferred Stock at least five business days prior to the date
                  specified for redemption in the notice. Upon receipt of such
                  check, the record holder of the shares of Series A Preferred
                  Stock to be redeemed will become


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                  obligated to surrender the certificates representing such
                  number of shares on or before the date specified for
                  redemption in the Notice of Redemption. In case fewer than the
                  total number of shares represented by any certificate are
                  redeemed, a new certificate representing the number of
                  unredeemed shares will be issued to the record holder thereof
                  in such holder's or such holder's nominee's name, without cost
                  to such holder.

                           (c) No share of Series A Preferred Stock is entitled
                  to any dividends accruing after redemption. On redemption all
                  rights of the holder of such share will cease, and such share
                  will not be deemed to be outstanding.

                           (d) Any shares of Series A Preferred Stock which are
                  redeemed or otherwise acquired by the Corporation will be
                  cancelled and will not be reissued, sold or transferred.

                           (e) Neither the Corporation nor any Subsidiary will
                  redeem or otherwise acquire any Series A Preferred Stock,
                  except as expressly authorized herein or pursuant to a
                  purchase offer made pro rata to all holders of Series A
                  Preferred Stock on the basis of the number of shares of such
                  class owned by each such holder.

                  4. Conversion.

                           (a) Any holder of Series A Preferred Stock may
                  convert all or any of such shares held by such holder into
                  shares of Common Stock at any time prior to redemption as
                  referred to in subparagraph 3(a) of this paragraph 6, after
                  receipt of Notice of Redemption. The number of shares of
                  Common Stock which any such holder will receive in return for
                  the shares converted by such holder will be 2.083.

                           (b) Each conversion of Series A Preferred Stock will
                  be deemed to have been effected as of the close of business on
                  the date on which the certificate or certificates representing
                  the shares of Series A Preferred Stock to be converted have
                  been surrendered at the principal office of the Corporation.
                  At such time as such conversion has been effected, the rights
                  of the holder of such Series A Preferred Stock as such holder
                  will cease and the Person or Persons in whose name or names
                  any certificate or certificates for shares of Common Stock are
                  to be issued upon such conversion will be deemed to have
                  become the holder or holders of record of the shares of Common
                  Stock represented thereby.

                           (c) As soon as possible after a conversion has been
                  effected, the Corporation will deliver to the converting
                  holder:

                                    (i) a certificate or certificates
                           representing the number of shares of Common Stock
                           issuable by reason of such conversion in such name or
                           names and such denomination or denominations as the
                           converting holder has specified;

                                    (ii) payment in an amount equal to all
                           accrued dividends with respect to such shares of
                           Series A Preferred Stock converted, which have not
                           been paid prior thereto; and

                                    (iii) a certificate representing any shares
                           of Series A Preferred Stock which were represented by
                           the certificate or certificates delivered to the
                           Corporation in connection with such conversion but
                           which were not converted.


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                           (d) If for any reason the Corporation is unable to
                  pay any accrued dividends on the Series A Preferred Stock
                  being converted, the Corporation will pay such dividends to
                  the converting holder as soon thereafter as funds of the
                  Corporation are legally available for such payment and such
                  obligation will be evidenced by the Corporation's promissory
                  note payable to such holder and bearing interest at the prime
                  rate of interest at the United Bank of Denver, N.A., or a
                  successor thereto, as in effect during the time such note is
                  outstanding.

                           (e) The issuance of certificates for shares of Common
                  Stock upon conversion of Series A Preferred Stock will be made
                  without charge to the holders of such Series A Preferred Stock
                  for any issuance tax in respect thereof or other cost incurred
                  by the Corporation in connection with such conversion and the
                  related issuance of shares of Common Stock.

                           (f) The Corporation will not close its books against
                  the transfer of Series A Preferred Stock or of Common Stock
                  issued or issuable upon conversion of Series A Preferred Stock
                  in any manner which interferes with the timely conversion of
                  Series A Preferred Stock.

                           (g) The Conversion Price for the Common Stock will be
                  $2.40 per share of Common Stock and will not be subject to
                  adjustment except as otherwise specifically set forth herein.

                           (h) Prior to the consummation of any Organic Change,
                  the Corporation will make appropriate provisions (in form and
                  substance satisfactory to the holders of a majority of the
                  Series A Preferred Stock then outstanding) to insure that each
                  of the holders of Series A Preferred Stock will thereafter
                  have the right to acquire and receive in lieu of or in
                  addition to the shares of Common Stock immediately theretofore
                  acquirable and receivable upon the conversion of such holder's
                  Series A Preferred Stock, such shares of stock, securities or
                  assets as such holder would have received in connection with
                  such Organic Change if such holder had converted his Series A
                  Preferred Stock immediately prior to such Organic Change. In
                  any such case appropriate provisions (in form and substance
                  satisfactory to the holders of a majority of the Series A
                  Preferred Stock then outstanding) will be made to insure that
                  the provisions of this subparagraph 4 will thereafter be
                  applicable to Series A Preferred Stock (including, in the case
                  of any such consolidation, merger or sale in which the
                  successor Corporation or purchasing Corporation is other than
                  the Corporation, an immediate adjustment of the Conversion
                  Price to the value for the Common Stock reflected by the terms
                  of such consolidation, merger or sale, and a corresponding
                  immediate adjustment in the number of shares of Common Stock
                  acquirable and receivable upon conversion of Series A
                  Preferred Stock, if the value so reflected is less than the
                  Conversion Price in effect immediately prior to such
                  consolidation, merger or sale). The Corporation will not
                  effect any such consolidation, merger or sale, unless prior to
                  the consummation thereof, the successor corporation (if other
                  than the Corporation) resulting from such consolidation or
                  merger or the corporation purchasing such assets assumes by
                  written instrument (in form reasonably satisfactory to the
                  holders of a majority of the Series A Preferred Stock then
                  outstanding), the obligation to deliver to each such holder
                  such shares of stock, securities or assets as, in accordance
                  with the foregoing provisions, such holder may be entitled to
                  acquire.

                           (i) If the Corporation subdivides (by any stock
                  split, stock dividend or otherwise) one or more classes of its
                  outstanding shares of Common Stock into a greater


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                  number of shares, the Conversion Price in effect immediately
                  prior to such subdivision will be proportionately reduced, and
                  if the Corporation combines (by reverse stock split or
                  otherwise) one or more classes of its outstanding shares of
                  Common Stock into a smaller number of shares, the Conversion
                  Price in effect immediately prior to such combination will be
                  proportionately increased.

                           (j) The Corporation will send written notice to all
                  holders of Series A Preferred Stock at least 20 days prior to
                  the date on which the Corporation closes its books or takes a
                  record for determining rights to vote with respect to any
                  Organic Change, dissolution or liquidation. The Corporation
                  will also give to the holders of shares of Series A Preferred
                  Stock at least 30 days prior written notice of the date on
                  which any Organic Change, dissolution or liquidation will take
                  place.

                  5. Voting Rights.

                           Holders of shares of Series A Preferred Stock will be
                  entitled to vote on all matters which are or may be submitted
                  to a vote of shareholders of the Corporation permitted under
                  the laws of the State of Delaware. Each share, until redeemed
                  or converted, shall have voting rights equal to 16.667 shares
                  of Common Stock. Holders of the shares of Series A Preferred
                  Stock shall further have the same rights accorded to holders
                  of Common Stock on all matters relating to the voting of such
                  Common Stock provided by the laws of the State of Delaware.

                  6. Purchase Rights.

                           If at any time the Corporation grants, issues or
                  sells any options, convertible securities or rights to
                  purchase stock, warrants, securities or other property pro
                  rata to the record holders of Common Stock (the "Purchase
                  Rights"), then each holder of Series A Preferred Stock will be
                  entitled to acquire, upon the terms applicable to such
                  Purchase Rights, the aggregate Purchase Rights which such
                  holder could have acquired if such holder had held the number
                  of shares of Common Stock acquirable upon conversion of such
                  holder's Series A Preferred Stock immediately before the date
                  on which a record is taken for the grant, issuance or sale of
                  such Purchase Rights, or, if no such record is taken, the date
                  as of which the record holders of Common Stock are to be
                  determined for the grant, issue or sale of Purchase Rights.

                  7. Definitions.

                           "Conversion Price" means $2.40, subject to adjustment
                  as provided in subparagraph 4(i) of this paragraph H.

                           "Liquidation Value" of any share of Series A
                  Preferred Stock as of any particular date will be equal to
                  $5.00 plus any unpaid dividends on such share of Series A
                  Preferred Stock; and, in the event of any liquidation,
                  dissolution or winding up of the Corporation or the redemption
                  of such share of Series A Preferred Stock, unpaid dividends on
                  such share of Series A Preferred Stock, regardless of whether
                  they have become payable, will be added to the Liquidation
                  Value of such share of Series A Preferred Stock, on the
                  payment date in any liquidation, dissolution or winding up, or
                  on the Redemption Date, as the case may be, accrued to the
                  close of business on such payment date or Redemption Date.


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                           "Organic Change" means any capital reorganization,
                  reclassification, consolidation, merger or any sale of all or
                  substantially all of the Corporation's assets to another
                  Person which is effected in such a way that holders of Common
                  Stock are entitled to receive (either directly or upon
                  subsequent liquidation) stock, securities or assets with
                  respect to or in exchange for Common Stock.

                           "Redemption Date" as to any share of Series A
                  Preferred Stock means the date specified in the Notice of any
                  Redemption provided that no such date will be a Redemption
                  Date unless the applicable Redemption Price is actually paid
                  in full on or before such date, and if not so paid in full,
                  the Redemption Date will be the date on which such Redemption
                  Price is fully paid. If, however, the full Redemption Price is
                  not paid on the Redemption Date solely because a holder has
                  not surrendered his certificate(s) at the Corporation's
                  principal office as provided in subparagraph 3(b) of this
                  paragraph H, then as to such holder the date specified herein
                  for the scheduled redemption shall be the Redemption Date.

                           "Person" means an individual, a partnership, a joint
                  venture, a corporation, a trust, an unincorporated
                  organization or a government or any department or agency
                  thereof.

                           "Redemption Price" means an amount equal to the
                  Liquidation Value.

                           "Subsidiary" means any corporation of which shares of
                  stock having at least a majority of the ordinary voting power
                  in electing the board of directors, is, at the time as of
                  which any determination is being made, owned by the
                  Corporation either directly or indirectly through one or more
                  Subsidiaries.

                  8. Miscellaneous

                           (a) The Corporation will keep at its principal office
                  a register for the registration of Series A Preferred Stock.
                  Upon the surrender of any certificate representing Series A
                  Preferred Stock at such place, the Corporation will, at the
                  request of the record holder of such certificate, execute and
                  deliver (at the Corporation's expense) a new certificate or
                  certificates in exchange therefor representing in the
                  aggregate the number of shares represented by the surrendered
                  certificate. Each such new certificate will be registered in
                  such name and will represent such number of shares of Series A
                  Preferred Stock as is requested by the holder of the
                  surrendered certificate and will be substantially identical in
                  form to the surrendered certificate, and dividends will accrue
                  on the Series A Preferred Stock represented by such new
                  certificate from the date to which dividends have been fully
                  paid on such Series A Preferred Stock represented by the
                  surrendered certificate.

                           (b) Upon receipt of evidence and an agreement to
                  indemnify reasonably satisfactory to the Corporation (an
                  affidavit of the registered holder, without bond, will be
                  satisfactory) of the ownership and the loss, theft,
                  destruction or mutilation of any certificate evidencing one or
                  more shares of Series A Preferred Stock the Corporation will
                  (at its expense) execute and deliver in lieu of such
                  certificate a new certificate representing the number of
                  shares of Series A Preferred Stock represented by such lost,
                  stolen, destroyed or mutilated certificate, and dividends will
                  accrue on the Series A Preferred Stock represented by such new
                  certificate from the date to which dividends have been fully
                  paid on such lost, stolen, destroyed or mutilated certificate.


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                           (c) Amendments, modifications or waivers of any of
                  the terms hereof will be binding and effective if the prior
                  written consent of holders of at least 75% of the Series A
                  Preferred Stock outstanding at the time such action is taken
                  is obtained; provided that no such action will change (i) the
                  rate of or the manner in which dividends on the Series A
                  Preferred Stock accrue or the times at which such dividends
                  become payable or the amount payable on redemption of the
                  Series A Preferred Stock, unless the prior written consent of
                  the holders of at least 90% of the Series A Preferred Stock
                  then outstanding is obtained, (ii) except asset forth in
                  subparagraph 4(i) of this paragraph 8, the Conversion Price of
                  the Series A Preferred Stock or the number of shares or class
                  of stock into which the Series A Preferred Stock is
                  convertible, unless the prior written consent of the holders
                  of at least 90% of the Series A Preferred Stock then
                  outstanding is obtained or (iii) the percentage required to
                  approve any change described in clauses (i) and (ii) above,
                  unless the prior written consent of the holders of at least
                  90% of the Series A Preferred Stock then outstanding is
                  obtained; and provided further that no such change in the
                  terms hereof may be accomplished by merger or consolidation of
                  the Corporation with another corporation unless the
                  Corporation has obtained the prior written consent of the
                  holders of the applicable percentage of the Series A Preferred
                  Stock.

                           (d) All notices referred to herein, except as
                  otherwise expressly provided, will be hand delivered or mailed
                  by registered or certified mail, return receipt requested,
                  postage prepaid, and will be deemed to have been given when so
                  hand delivered or mailed.

                           (e) The Board of Directors shall not have any
                  authority to increase the number of authorized shares of
                  Series A Preferred Stock.

                           (f) Except as expressly authorized in this paragraph
                  H, the shares of Series A Preferred Stock, and the holders
                  thereof, shall be subject to the provisions of paragraphs C,
                  D, E, F, and G of this Article 4.

5.       The name and mailing address of the incorporator is:

                           Timothy K. Skipworth
                           Gardere & Wynne, L.L.P.
                           Suite 3000
                           1601 Elm Street
                           Dallas, Texas 75201

6.       The number of directors of the Corporation shall be fixed in the manner
         provided in the Bylaws of the Corporation, and until changed in the
         manner provided in the Bylaws shall be five (5). The names and mailing
         addresses of the persons who are to serve as directors until the first
         annual meeting of shareholders or until their successors are elected
         and qualified are as follows:

<Table>
<Caption>
                  Name                               Address
                  ----                               -------
<S>                              <C>
         George K. Broady        1220 Champion Circle, Suite 100
                                 Carrollton, Texas 75006

         William C. Lee          1220 Champion Circle, Suite 100
                                 Carrollton, Texas 75006
</Table>

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<PAGE>


         Charles C. Neal         1220 Champion Circle, Suite 100
                                 Carrollton, Texas 75006

         James D. Pritchett      1220 Champion Circle, Suite 100
                                 Carrollton, Texas 75006

         Robert F. Sexton        1220 Champion Circle, Suite 100
                                 Carrollton, Texas 75006

7.       Indemnification

         A. Actions Other Than by or in the Right of the Corporation.

                  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 he is or was a
         director, officer, employee or agent of the Corporation or is or was
         serving at the request of the Corporation as a director, officer,
         employee or agent of another corporation, partnership, joint venture,
         trust or other enterprise (all of such persons being hereafter referred
         to in this Article as a "Corporate Functionary"), against expenses
         (including attorneys' fees), judgments, fines and amounts paid in
         settlement actually and reasonably incurred by him in connection with
         such action, suit or proceeding, if he acted in good faith and in a
         manner he reasonably believed to be in or not opposed to the best
         interests of the Corporation and, with respect to any criminal action
         or proceeding, had no reasonable cause to believe his conduct was
         unlawful. The termination of any action, suit or proceeding by
         judgment, order, settlement or conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, of itself, create a
         presumption that the person did not act in good faith and in a manner
         which he reasonably believed to be in or not opposed to the best
         interests of the Corporation or, with respect to any criminal action or
         proceeding, that he had reasonable cause to believe that his conduct
         was unlawful.

         B. Actions by or in the Right of the Corporation.

                  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 its favor by reason of the fact that he is or was
         a Corporate Functionary against expenses(including attorneys' fees)
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by him in connection with the defense or settlement of such
         action or suit, if he acted in good faith and in a manner he reasonably
         believed to be in or not opposed to the best interests of the
         Corporation, except 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 to the Corporation, unless and only to the extent
         that the Court of Chancery or the court in which such action or suit
         was brought shall determine upon application that, despite the
         adjudication of liability but in view of all the circumstances of the
         case, such person is fairly and reasonably entitled to indemnity for
         such expenses which the Court of Chancery or such other court shall
         deem proper.

         C. Determination of Right to Indemnification.

                  Any indemnification under paragraphs A or B of this Article 7
         (unless ordered by a court) shall be made by the Corporation only as
         authorized in the specific case upon a determination that


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         indemnification of the Corporate Functionary is proper in the
         circumstances because he has met the applicable standard of conduct set
         forth in paragraphs A or B of this Article 7. Such determination shall
         be made (i) by a majority vote of the directors who are not parties to
         such action, suit or proceeding, even though less than a quorum, or(ii)
         if there are no such directors, or if such directors so direct, by
         independent legal counsel in a written opinion or (iii) by the
         shareholders.

         D. Right to Indemnification.

                  Notwithstanding the other provisions of this Article 7, to the
         extent that a Corporate Functionary has been successful on the merits
         or otherwise in defense of any action, suit or proceeding referred to
         in paragraphs A or B of this Article 7 (including the dismissal of a
         proceeding without prejudice or the settlement of a proceeding without
         admission of liability), or in defense of any claim, issue or matter
         therein, he shall be indemnified against expenses(including attorneys'
         fees) actually and reasonably incurred by him in connection therewith.

         E. Prepaid Expenses.

                  Expenses incurred by a Corporate Functionary in defending a
         civil, criminal, administrative or investigative action, suit or
         proceeding shall be paid by the Corporation in advance of the final
         disposition of such action, suitor proceeding, upon receipt of an
         undertaking by or on behalf of the Corporate Functionary to repay such
         amount if it shall ultimately be determined he is not entitled to be
         indemnified by the Corporation as authorized in this Article 7.

         F. Right to Indemnification upon Application; Procedure upon
            Application.

                  Any indemnification of a Corporate Functionary under
         paragraphs B, C or D, or any advance of expenses under paragraph E, of
         this Article 7 shall be made promptly upon, and in any event within 60
         days after, the written request of the Corporate Functionary, unless
         with respect to applications under paragraphs B, C, or D of this
         Article 7, a determination is reasonably and promptly made by a
         majority vote of the directors who are not parties to such action, suit
         or proceeding, even though less than a quorum, that such Corporate
         Functionary acted in a manner set forth in such paragraphs as to
         justify the Corporation in not indemnifying or making an advance of
         expenses to the Corporate Functionary. If there are no such directors,
         the Board of Directors shall promptly direct that independent legal
         counsel shall decide whether the Corporate Functionary acted in a
         manner set forth in such paragraphs as to justify the Corporation's not
         indemnifying or making an advance of expenses to the Corporate
         Functionary. The right to indemnification or advance of expenses
         granted by this Article 7 shall be enforceable by the Corporate
         Functionary in any court of competent jurisdiction if the Board of
         Directors or independent legal counsel denies his claim, in whole or in
         part, or if no disposition of such claim is made within 60 days. The
         expenses of the Corporate Functionary incurred in connection with
         successfully establishing his right to indemnification, in whole or in
         part, in any such proceeding shall also be indemnified by the
         Corporation.

         G. Other Rights and Remedies.

                  The indemnification and advancement of expenses provided by or
         granted pursuant to this Article 7 shall not be deemed exclusive of any
         other rights to which any person seeking indemnification and/or
         advancement of expenses may be entitled under any other provision of
         this Certificate of Incorporation, or any agreement, vote of
         shareholders or disinterested directors,


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<PAGE>


         or otherwise, both as to action in his official capacity and as to
         action in another capacity while holding such office, and shall, unless
         otherwise provided when authorized or ratified, continue as to a person
         who has ceased to be a Corporate Functionary and shall inure to the
         benefit of the heirs, executors and administrators of such a person.
         Any repeal or modification of this Certificate of Incorporation or
         relevant provisions of the General Corporation Law of Delaware and
         other applicable law, if any, shall not affect any then existing rights
         of a Corporate Functionary to indemnification or advancement of
         expenses.

         H. Insurance.

                  Upon resolution passed by the Board of Directors, the
         Corporation may purchase and maintain insurance on behalf of any person
         who is or was a director, officer, employee or agent of the
         Corporation, or is or was serving at the request of the Corporation as
         a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise against any
         liability asserted against him and incurred by him in any such
         capacity, or arising out of his status as such, whether or not the
         Corporation would have the power to indemnify him against such
         liability under the provisions of this Article 7 or the General
         Corporation Law of Delaware.

         I. Mergers.

                  For purposes of this Article 7, references to "the
         Corporation" shall include, in addition to the resulting or surviving
         corporation, constituent corporations (including any constituent of a
         constituent) absorbed in a consolidation or merger which, if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, employees or agents, so that any
         person who is or was a director, officer, employee or agent of such
         constituent corporation or is or was serving at the request of such
         constituent corporation as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other
         enterprise shall stand in the same position under the provisions of
         this Article 7 with respect to the resulting or surviving corporation
         as he would have with respect to such constituent corporation if its
         separate existence had continued.

         J. Savings Provision.

                  If this Article 7 or any portion hereof shall be invalidated
         on any ground by a court of competent jurisdiction, the Corporation
         shall nevertheless indemnify each Corporate Functionary as to expenses
         (including attorneys' fees), judgments, fines and amounts paid in
         settlement with respect to any action, suit, proceeding or
         investigation, whether civil, criminal or administrative, including a
         grand jury proceeding or action or suit brought by or in the right of
         the Corporation, to the full extent permitted by any applicable portion
         of this Article 7 that shall not have been invalidated.


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8.       The Corporation reserves the right to amend, alter, change or repeal
         any provision contained in this Certificate of Incorporation, in the
         manner prescribed by statute, and all rights conferred upon
         shareholders herein are granted subject to this reservation.

9.       A director of the Corporation shall not, to the fullest extent
         permitted by the General Corporation Law of Delaware as the same exists
         or may hereafter be amended, be liable to the Corporation or its
         shareholders for monetary damages for breach of his or her fiduciary
         duty to the Corporation or its shareholders.

10.      No contract or other transaction between the Corporation and one or
         more of its directors or any other corporation, firm, association or
         entity in which one or more of its directors are directors or officers
         or are financially interested shall be either void or voidable solely
         because of such relationship or interest or solely because such
         directors are present at the meeting of the Board of Directors or a
         committee thereof which authorizes, approves or ratifies such contract
         or transaction or solely because their votes are counted for such
         purpose if:

                  (a) The fact of such relationship or interest is disclosed or
         known to the Board of Directors or committee which authorizes, approves
         or ratifies the contract or transaction by a vote or consent sufficient
         for the purpose without counting the votes or consents of such
         interested directors; or

                  (b) The fact of such relationship or interest is disclosed or
         known to the shareholders entitled to vote and they authorize, approve
         or ratify such contract or transaction by vote or written consent; or

                  (c) The contract or transaction is fair and reasonable to the
         Corporation.

         Common or interested directors may be counted in determining the
         presence of a quorum at a meeting of the Board of Directors or a
         committee thereof which authorizes, approves or ratifies such contract
         or transaction.

11.      In furtherance of, and not in limitation of, the powers conferred by
         statute, the Board of Directors is expressly authorized to adopt, amend
         or repeal the Bylaws of the Corporation.



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