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                                                                     EXHIBIT 3.1

                                     BY-LAWS
                                       OF
                            3333 HOLDING CORPORATION
                             (a Nevada corporation)

            [Amended and restated effective as of November 27, 2001]

                                      * * *

                                    ARTICLE I
                                     OFFICES

         Section 1. The registered office of 3333 Holding Corporation (the
"Corporation") shall be located in Carson City, County of Washoe, State of
Nevada.

         Section 2. The Corporation may also have its executive offices and
other offices at such other places, within and without the State of Nevada, as
the Board of Directors may from time to time determine or as the business of the
Corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         Section 1. All annual meetings of stockholders shall be held at the
offices of the Corporation in the City of Dallas, State of Texas, or at such
other place, within or without the State of Texas, as may be designated by the
Board of Directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof. Special meetings of stockholders may be held at such
place, within or without the State of Texas, and at such time as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual meetings of stockholders, commencing with the year
2002 shall be held on such business day in July at 10:00 a.m. as may be
designated by the Board of Directors, or if the Board of Directors does not so
designate an annual meeting date for any year then the annual meeting for that
year shall be held on the last Thursday of July if not a legal holiday, and if a
legal holiday, then on the next secular day following at 10:00 a.m.. At such
annual meeting, the stockholders shall elect by a plurality vote a board of
directors, and transact such other business as may properly be brought before
the meeting.


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         Section 3. Special meetings of the stockholders may be called only by
the Chairman of the Board of Directors or a majority of the directors of the
Board of Directors.

         Section 4. Written or printed notice signed by the Chairman of the
Board, the President, a Vice President, the Secretary, or an Assistant Secretary
and stating the place, day and hour of the meeting of the stockholders and the
purpose or purposes for which the meeting is called shall be given to each
stockholder of record entitled to vote at such meeting either by delivering such
notice personally to such stockholder or by depositing such notice in the United
States mail addressed to the stockholder at the stockholder's address as it
appears on the stock transfer books of the Corporation, with proper postage
prepaid, not less than 10 nor more than 60 days before the day of the meeting,
by or at the direction of the Chairman of the Board, the President, the
Secretary, or the officer or person calling the meeting.

         Section 5. Business transacted at any special meeting shall be confined
to the purposes stated in the notice thereof.

         Section 6. The holders of a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at meetings of
stockholders except as otherwise provided in the Articles of Incorporation (the
"Articles of Incorporation"). If, however, a quorum shall not be present or
represented at any meeting of the stockholders, the stockholders present in
person or represented by proxy shall have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted that might have
been transacted at the meeting as originally notified and called. The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of some stockholders
prior to adjournment.

         Section 7. The vote of the holders of a majority of the shares entitled
to vote and represented at a meeting at which a quorum is present shall be the
act of the meeting of stockholders, unless the vote of


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a greater number is required by applicable and governing law or by the Articles
of Incorporation for the particular proposed action.

         Section 8. Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
stockholders, except to the extent that the voting rights of the shares of any
class or series within a class are limited or denied by the Articles of
Incorporation or by the resolutions of the Board of Directors establishing such
class or series pursuant to the Articles of Incorporation. At any election for
directors, every stockholder entitled to vote at any such election shall have
the right to vote, in person or by proxy, the number of shares owned by such
stockholder for as many persons as there are directors to be elected and for
whose election such stockholder has a right to vote. Stockholders the
Corporation are expressly prohibited from cumulating their votes in any election
for directors of the Corporation.

         Section 9. A stockholder may vote in person or may be represented and
vote by a proxy or proxies appointed by such stockholder by an instrument in
writing. In the event that any such instrument in writing shall designate two or
more persons to act as proxies, and such instrument does not specify the manner
in which such proxies may exercise the powers conferred by such instrument, then
a majority of such persons present at the meeting, or, if only one shall be
present, then that one shall have and may exercise all of the powers conferred
by such written instrument upon all of the persons so designated. No such
appointment of proxy shall be valid except for the meeting (including all
adjourned sessions thereof) for which it was given. No such appointment of proxy
shall be valid after the expiration of 6 months following the date of its
execution, unless coupled with an interest, or unless the person executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed the earlier of 11 months following the date of its
execution or the conclusion of the meeting (including all adjourned sessions
thereof) for which such appointment of proxy was given. Subject to the above,
any appointment of proxy duly executed is not revoked and continues in full
force and effect until an instrument revoking it or a duly


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executed appointment of proxy bearing a later date is filed with the Secretary
of the Corporation. Each appointment of proxy shall be revocable unless
expressly provided therein to be irrevocable.

         Section 10. The officer or agent having charge of the stock transfer
books shall make, at least ten days before each meeting of stockholders, a
complete list of the stockholders entitled to vote at such meeting or any
adjournment thereof, arranged in alphabetical order, with the address of and
number of shares held by each. For a period of 10 days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any stockholder 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 stockholder during the
entire meeting. The original stock transfer books shall be prima facie evidence
as to who are the stockholders entitled to examine such list or transfer book or
to vote at any such meeting of stockholders.

         Section 11. Subject to the rights of the holders of the preferred stock
or any other class or series of stock that may have a preference over the common
stock as to dividends or upon liquidation, any action required or permitted to
be taken by the stockholders of the Corporation must be effected at a duly
called annual or special meeting of stockholders of the Corporation and may not
be effected by any consent in writing by such stockholders.

         Section 12. Voting at meetings of stockholders may be oral or by ballot
at the discretion of the Chairman of the meeting, except that such voting shall
be by written ballot if a vote by written ballot is demanded by a majority of
the stockholders present at such meeting.

         Section 13. Subject to the rights of the holders of any class or series
of stock having a preference over the common stock as to dividends or upon
liquidation, nominations for the election of directors may be made by the Board
of Directors or by any stockholder entitled to vote for the election or
directors. Any stockholder entitled to vote for the election of directors at a
meeting may nominate persons for election as directors only if written notice of
such stockholder's intent to make such nomination is given, either by


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personal delivery or by United States mail, postage prepaid, to the Secretary of
the Corporation not later than (i) with respect to an election to be held at an
annual meeting of stockholders, 90 days in advance of such meeting, and (ii)
with respect to an election to be held at a special meeting of stockholders for
the election of directors, the close of business on the 7th day following the
date on which notice of such meeting is first given to stockholders. Each such
notice shall set forth: (a) the name and address of the stockholder who intends
to make the nomination and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder; (d) such other information regarding each nominee proposed by
such stockholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
each nominee been nominated, or intended to be nominated by the Board of
Directors; and (e) the consent of each nominee to serve as a director of the
Corporation if so elected. The Chairman of the meeting may refuse to acknowledge
the nomination of any person not made in accordance with the foregoing
procedure.

         Section 14. The Chairman of the Board shall have the power and
authority to limit attendance at any meeting of the stockholders to (a) the
Corporation's stockholders and (b) their validly appointed proxies.

         Section 15. The Chairman of the Board or, in the Chairman's absence,
the Chief Executive Officer, shall be the chairman of any meeting of the
stockholders and shall determine the order of business and rules for the conduct
of any such meeting.


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                                   ARTICLE III
                                    DIRECTORS

         Section 1. The number of directors of the Corporation shall be not
fewer than 3 nor more than 13 as shall be established from time to time by
resolution of the Board of Directors of the Corporation. The directors shall be
elected at the annual meeting of the stockholders, except as provided in Section
2 of this Article, and each director elected shall hold office until the next
succeeding annual meeting of the stockholders of the Corporation or until such
person's successor is duly elected or until such person's earlier death or
resignation or removal from such office. Directors need not be residents of the
State of Nevada or stockholders of the Corporation.

         Section 2. All vacancies occurring in the Board of Directors, including
those resulting from an increase in the number of directors and any vacancies on
the Board of Directors resulting from death, resignation, disqualification,
removal or other cause shall be filled by the affirmative vote of a majority of
the remaining directors then in office, even though such remaining directors may
constitute less than a quorum of the Board of Directors, or by the sole
remaining director. If not filled in that manner, any vacancy shall be filled by
election at an annual meeting or a special meeting of the stockholders entitled
to vote called for that purpose. Any director elected in accordance with the
preceding sentence shall hold office for the remainder of the full term of the
class of directors in which the new directorship was created or the vacancy
occurred and until such director's successor shall have been elected and
qualified. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

         Section 3. The business and affairs of the Corporation shall be managed
by its Board of Directors. The Board of Directors may exercise all such powers
of the Corporation and do all such lawful acts and things as are not by statute
or by the Articles of Incorporation or by these By-laws directed or required to
be exercised and done by the stockholders.

         Section 4. Any director of the Corporation may be removed or discharged
with or without cause by the affirmative vote therefor by stockholders
representing not less than two-thirds of the issued and outstanding capital
stock entitled to vote in the election of directors.


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                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 5. Meetings of the Board of Directors, regular or special, may
be held either within or without the State of Nevada.

         Section 6. The first meeting of each newly elected Board of Directors
shall be at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting of stockholders and no notice of such meeting
shall be necessary to the newly elected directors in order legally to constitute
the meeting, provided a quorum shall be present. In the event of the failure of
the stockholders to fix the time and place of such first meeting of the newly
elected Board of Directors, or in the event such meeting of the newly elected
Board of Directors is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors, or as shall be specified in a written waiver signed by all
of the directors.

         Section 7. Regular meetings of the Board of Directors, commencing in
October 2001, shall be held on the third Tuesday of February, May, July and
October in each year, if not a legal holiday, and if a legal holiday, then on
the next secular day following, and in addition a fifth flexible meeting date
may be determined from time to time by the Board of Directors. However, the
Chairman of the Board may designate a day in each such month other than the
third Tuesday as the date for any such regular meeting. Each such meeting shall
be held at such time as shall be designated by the Chairman of the Board. At
such meetings, the Board of Directors may transact such business as may properly
come before the meetings

         Section 8. Special meetings of the Board of Directors may be called by
the Chairman of the Board of Directors or the President and shall be called by
the Secretary on the written request of two of the directors. Written notice of
special meetings of the Board of Directors shall be given to each director at
least 24 hours before the day of the meeting. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.


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         Section 9. A majority of the directors shall constitute a quorum for
the transaction of business. The act of at least a majority of the directors
present at a meeting at which a quorum is present shall be required to
constitute the act of the Board of Directors, unless a greater number is
required or a lesser number is permitted by the Articles of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
At such adjourned meeting at which a quorum shall be present, any business may
be transacted that might have been transacted at the meeting as originally
notified and called.

         Section 10. Any director may resign at any time by mailing or
delivering or by transmitting written notice of resignation by mail, telegram,
cable or other electronic transmission to the Board of Directors, the Chairman
of the Board, the President, or to the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein or, if no time is
specified therein, then such resignation shall take effect immediately upon the
receipt thereof.

         Section 11. Any action required or permitted to be taken at any meeting
of the Board of Directors, or of any committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the members of the Board of Directors or of such committee, as
the case may be, and such consent shall have the same force and effect as a
unanimous vote at a duly called and constituted meeting of the Board of
Directors or such committee. All such unanimous written consents shall be filed
with the minutes of the proceedings of the Board of Directors or such committee.

         Section 12. Members of the Board of Directors, or of any committee
thereof, may participate in a meeting of such Board of Directors or committee by
means of a conference telephone network by which all persons participating in
the meeting can hear each other.


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                             COMMITTEES OF DIRECTORS

         Section 13. The Board of Directors may, by resolution adopted by a
majority of the Board of Directors, designate one or more directors to
constitute an Executive Committee that, to the extent provided in such
resolution (if not expressly denied by applicable law or the Articles of
Incorporation) shall have and may exercise the powers of the Board of Directors
in the management of the business and affairs of the Corporation and may have
power to authorize the seal of the Corporation to be affixed to all papers that
may require it. Vacancies in the membership of the Executive Committee shall be
filled by resolution adopted by a majority of the Board of Directors at a
regular or special meeting of the Board of Directors. The Executive Committee
shall keep regular minutes of its proceedings and report such minutes to the
Board of Directors when required. The designation of such committee and the
delegation of authority thereto shall not operate to relieve the Board of
Directors or any member thereof of any responsibility imposed on the Board of
Directors or such member by law.

         Section 14. The Board of Directors may, by resolution adopted by a
majority of the Board of Directors, designate one or more committees in addition
to the Executive Committee, each such other committee to consist of one or more
directors of the Corporation, which committee or committees, to the extent
provided in such resolution or resolutions (if not theretofore granted to the
Executive Committee and if not expressly denied by applicable law or the
Articles of Incorporation), shall have and may exercise all of the authority of
the Board of Directors in the business and affairs of the Corporation, and may
have power to authorize the seal of the Corporation to be affixed to all papers
that may require it. Vacancies in the membership of any such committees shall be
filled by resolution adopted by a majority of the Board of Directors at a
regular or special meeting of the Board of Directors. Each committee shall keep
regular minutes of its proceedings and report such minutes to the Board of
Directors when required. The designation of such committees and the delegation
of authority thereto shall not operate to relieve the Board of Directors, or any
member thereof, or any responsibility imposed upon the Board of Directors or
such member by law.


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                            COMPENSATION OF DIRECTORS

         Section 15. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed similar compensation for
attending committee meetings.

                                   ARTICLE IV
                                     NOTICES

         Section 1. Notices to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
respective addresses appearing on the books of the Corporation. Notice by mail
shall be deemed to be given at the time when such notice shall be mailed. Notice
to directors may also be given by telegram, facsimile or other electronic
transmission, and shall be deemed delivered when such notice shall be deposited
at a telegraph office for transmission and all appropriate fees therefor have
been paid or upon receipt of confirmation of other electronic transmission.

         Section 2. Whenever any notice is required to be given to any
stockholder or director under the provisions of applicable law or of the
Articles of Incorporation or of these By-laws, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be equivalent to the giving of such notice.

         Section 3. Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a 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 V
                                    OFFICERS

         Section 1. The officers of the Corporation shall consist of a Chairman
of the Board, a Chief Executive Officer, a President, one or more Vice
Presidents (one or more of which may be designated Executive Vice President or
Senior Vice President), a Secretary and a Treasurer, each of whom shall be


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elected by the Board of Directors. Any two or more offices may be held by the
same person, except that one person shall not simultaneously hold the offices of
Chairman of the Board and Secretary, Chief Executive Officer and Secretary, or
President and Secretary.

         Section 2. The Board of Directors, at its first meeting after each
annual meeting of stockholders, shall elect a Chairman of the Board, a Chief
Executive Officer, a President, one or more Vice Presidents (one or more of
which may be designated Executive Vice President or Senior Vice President), a
Secretary and a Treasurer, none of whom need be a member of the Board of
Directors, except the Chairman of the Board.

         Section 3. The Board of Directors or the Chairman of the Board may from
time to time elect or appoint a Controller and such assistant officers as the
Board of Directors or the Chairman of the Board, as the case may be, may deem
necessary or desirable. Any such elections or appointments made by the Chairman
of the Board shall be reported to the Board of Directors at its next succeeding
regular meeting.

         Section 4. The salaries of all executive officers of the Corporation
shall be fixed by the Board of Directors.

         Section 5. Each officer and assistant officer of the Corporation shall
hold office until the next annual meeting of the Board of Directors or until a
successor is duly elected or appointed, or until such person's death,
resignation, or removal from such office. Any officer or member of any committee
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 Corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Any vacancy occurring in any office of
the Corporation by death, resignation, removal or otherwise shall be filled by
the Board of Directors.

                            THE CHAIRMAN OF THE BOARD
                       AND THE VICE CHAIRMAN OF THE BOARD

         Section 6. The Chairman of the Board shall be selected from the members
of the Board of Directors of the Corporation. The Chairman of the Board, or in
the Chairman's absence, the Chief Executive


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Officer or the President, shall preside at meetings of the stockholders and the
Board of Directors. The Chairman of the Board shall advise and counsel the Chief
Executive Officer and the President and other officers and shall exercise such
powers and perform such duties as shall be assigned to or required of the
Chairman of the Board from time to time by the Board of Directors or these
By-laws. The Chairman of the Board does not have the general and active
management of the business and does not have authority to execute and deliver on
behalf of the Corporation contracts and other instruments and documents relating
to the usual and ordinary business of the Corporation, except where required by
law to be otherwise executed, and except where the execution thereof shall be
expressly delegated by the Board of Directors to the Chairman of the Board. The
Board may, in its discretion, create the office of Vice Chairman of the Board.
The Vice Chairman of the Board shall be selected from the members of the Board
of the Corporation and shall have such authority, powers and duties as the Board
shall provide. During the absence or disability of the Chairman of the Board,
the Vice Chairman of the Board shall perform the duties of the Chairman of the
Board.

                           THE CHIEF EXECUTIVE OFFICER

         Section 7. The Chief Executive Officer of the Corporation shall have
general and active management of the business of the Corporation and, subject to
the Chairman of the Board if a different person holds such office, shall see
that all orders and resolutions of the Board of Directors are carried into
effect. The Chief Executive Officer shall have such additional duties as may be
assigned to the Chief Executive Officer from time to time by the Board of
Directors or the Chairman of the Board. The Chief Executive Officer shall have
authority, without further authorization from the Board, to execute and deliver
on behalf of the Corporation all bonds, deeds, mortgages and other instruments
(and if any such instrument requires a seal of the Corporation, then under such
seal) relating to the usual and ordinary business of the Corporation.


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                                  THE PRESIDENT

         Section 8. The President shall be the Chief Operating Officer of the
Corporation and shall assist the Chief Executive Officer in the general and
active management of the operations of the Corporation. The President shall have
such additional duties as may be assigned to the President from time to time by
the Board of Directors, the Chairman of the Board or the Chief Executive
Officer. The President shall have the same authority as the Chief Executive
Officer to execute on behalf of the Corporation bonds, deeds, mortgages and
other instruments requiring a seal and contracts and other documents. During any
absence or disability of the Chief Executive Officer, the President shall
perform the duties of the Chief Executive Officer.

                               THE VICE PRESIDENTS

         Section 9. The Vice Presidents, in the order of their seniority, unless
otherwise determined by the Board of Directors, shall, in the absence or
disability of the President, perform the duties and exercise the powers of the
President. Executive Vice Presidents shall be senior to Senior Vice Presidents
and Vice Presidents. Senior Vice Presidents shall be senior to Vice Presidents.
They shall perform such other duties and have such other powers as the Board of
Directors, the Chairman of the Board, the Chief Executive Officer and the
President shall from time to time prescribe. The Vice Presidents shall have the
same authority as the Chairman of the Board and the President to execute on
behalf of the Corporation bonds, deeds, mortgages and other instruments
requiring a seal and contracts and other documents.

                      THE SECRETARY AND ASSISTANT SECRETARY

         Section 10. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the stockholders of the Corporation and of the Board of
Directors in a book or books to be kept for that purpose and shall perform
similar duties for any committees of the Board of Directors when required. The
Secretary shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors, the Chairman
of the Board, the Chief


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Executive Officer or the President. The Secretary shall keep in safe custody the
seal of the Corporation and, when authorized by the Board of Directors, affix
such seal to any instrument requiring it and, when so affixed, it may be
attested by the Secretary's signature or by the signature of the Treasurer or an
Assistant Secretary.

         Section 11. The Assistant Secretaries in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary. They shall perform such other duties and have such other powers as
the Board of Directors, the Chairman of the Board, the Chief Executive Officer,
the President or the Secretary may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 12. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

         Section 13. The Treasurer shall disburse the funds of the Corporation
as may be ordered or authorized by the Board of Directors, taking proper
vouchers of such disbursements, and shall render to the Chairman of the Board,
the Chief Executive Officer, the President and the Board of Directors at its
regular meetings or when the Board of Directors so requires an account of all of
the Treasurer's transactions as Treasurer and of the financial condition of the
Corporation. The Treasurer shall have such other duties as may be prescribed
from time to time by the Board of Directors, the Chairman of the Board, the
Chief Executive Officer and the President.

         Section 14. If required by the Board of Directors, the Treasurer shall
give the Corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of the Treasurer's office and for the restoration to the Corporation,
in case of death,


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resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in the Treasurer's possession or under
the Treasurer's control belonging to the Corporation.

         Section 15. The Assistant Treasurers in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer. They shall perform such other duties and have such other powers as
the Board of Directors, the Chairman of the Board, the Chief Executive Officer,
the President or the Treasurer may from time to time prescribe.

                                   ARTICLE VI
                       ELIMINATION OF DIRECTOR AND OFFICER
                        LIABILITY AND INDEMNIFICATION OF
                         OFFICERS, DIRECTORS AND OTHERS

         Section 1. Elimination of Director or Officer Liability. No director or
officer of the Corporation shall be personally liable to the Corporation or any
of its stockholders for damages for breach of fiduciary duty as a director or
officer involving any act or omission of any such director or officer occurring
on or after July 15, 1987; provided, however, that the foregoing provision shall
not eliminate or limit the liability of a director or officer (a) for acts or
omissions that involve intentional misconduct, fraud or a knowing violation of
law, or (b) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes.

         Section 2. Indemnification. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise, or by
reason of the fact that such person is or was a director, officer or employee of
the Corporation serving in any fiduciary capacity with respect to any profit
sharing pension or other type of welfare plan or trust for the benefit of
employees of the


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Corporation or any subsidiary of the Corporation, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by such person in connection with the action, suit or
proceeding, if such person acted in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the
Corporation or of such employee benefit plan or trust, and, with respect to any
criminal action or proceeding had no reasonable cause to believe such person's
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement 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 such person reasonably believed to
be in or not opposed to the best interests of the Corporation, or of such
employee benefit plan or trust, and that, with respect to any criminal action or
proceeding, such person had reasonable cause to believe that such person's
conduct was unlawful.

         Section 3. 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 or by or in the
right of any employee benefit plan or trust to procure a judgment in its favor
by reason of the fact that such person 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, or by reason of the fact
that such person is or was a director, officer or employee of the Corporation
serving in any fiduciary capacity with respect to any profit sharing pension or
other type of welfare plan or trust for the benefit of employees of the
Corporation or any subsidiary of the Corporation, against expenses, including
amounts paid in settlement and attorneys' fees, actually and reasonably incurred
by such person in connection with the defense or settlement of the action or
suit if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Corporation or of
such employee benefit plan or trust. Indemnification may not be made for any
claim, issue or matter as to which such a person has been adjudged by a court of
competent


                                      -16-
<PAGE>


jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
Corporation or of such employee benefit plan or trust, or for amounts paid in
settlement to the Corporation, unless and only to the extent that the court in
which the action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnity for such expenses as
the court deems proper.

         Section 4. To the extent that a director, officer, employee or agent of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 2 and 3 of this Article VI,
or in defense of any claim, issue or matter therein, such person must be
indemnified by the Corporation against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense.

         Section 5. Any indemnification under Sections 2 and 3 of this Article
VI, unless ordered by a court or advanced pursuant to Section 6 of this Article
VI, must be made by the Corporation only as authorized in the specific case upon
a determination that indemnification of the director, officer, employee or agent
is proper in the circumstances. The determination must be made (a) by the Board
of Directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding, or (b) if a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion, or (c) if a quorum
consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion, or (d) by
the stockholders.

         Section 6. The expenses of officers and directors incurred in defending
a civil or criminal action, suit or proceeding must be paid by the Corporation
as they are incurred and in advance of the final disposition of the action, suit
or proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it shall be determined by a court of competent
jurisdiction that such person is not entitled to be indemnified by the
Corporation. The provisions of this Section 6 do not affect any rights


                                      -17-
<PAGE>


to advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise.

         Section 7. The indemnification and advancement of expenses authorized
in or ordered by a court pursuant to this Article VI: (a) shall not be deemed
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any By-law, agreement, vote of
stockholders, disinterested directors, or otherwise, for either an action in
such person's official capacity or an action in another capacity while holding
office, except that indemnification, unless ordered by a court pursuant to
Section 3 of this Article VI, or for the advancement of expenses made pursuant
to Section 6 of this Article VI, may not be made to or on behalf of any director
or officer if a final adjudication establishes that such person's acts or
omissions involved intentional misconduct, fraud or a knowing violation of the
law and was material to the cause of action; and (b) continues for a person who
has ceased to be a director, officer, employee or agent and inures to the
benefit of the heirs, executors and administrators of such a person.

         Section 8. The Corporation shall have power to purchase and maintain
insurance or make other financial arrangements 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 or is or was a director, officer or employee of the Corporation
serving in any fiduciary capacity with respect to any profit sharing, pension or
other type of welfare plan or trust for the benefit of employees of the
Corporation or any subsidiary of the Corporation, for any liability asserted
against such person and any liability and expenses incurred by such person in
any such capacity or arising out of such person's status as such.

                                   ARTICLE VII
                             CERTIFICATES FOR SHARES

         Section 1. The Corporation shall deliver certificates representing all
shares to which stockholders are entitled. Such certificates shall be signed by
the Chairman of the Board, or the President,


                                      -18-
<PAGE>


or a Vice President, and the Secretary or an Assistant Secretary of the
Corporation, and may be sealed with the seal of the Corporation or a facsimile
thereof. No certificate shall be issued for any share until the consideration
therefor has been fully paid. Such certificate representing shares shall state
upon the face thereof that the Corporation is organized under the laws of the
State of Nevada, the name of the person to whom issued, the number and class and
the designation of the series, if any, which such certificate represents, and
may, in addition, state upon the face thereof the par value of each share
represented by such certificate or that the shares are without par value.

         Section 2. The signatures of the Chairman of the Board, the President
or Vice President and the Secretary or Assistant Secretary upon a certificate
may be facsimiles, if the certificate is countersigned by a transfer agent and
registered by a registrar, other than the Corporation itself or an employee of
the Corporation. In case any officer who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the Corporation with the
same effect as if such person were such officer at the date of issuance.

                                LOST CERTIFICATES

         Section 3. The Board of Directors may direct a new certificate or
certificates to be issued or empower the Corporation's transfer agent to issue a
new certificate or certificates in place of any certificate or certificates
theretofore issued by the Corporation that are alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or such person's legal
representative, to advertise the same in such manner as it shall require and/or
to give the Corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.


                                      -19-
<PAGE>


         Section 4. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE

         Section 5. For the purpose of determining stockholders entitled to of
or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other purpose, the Board of Directors may provide that
the stock transfer books shall be closed for a stated period not to exceed, in
any case, 60 days. If the stock transfer books shall be closed for the purpose
of determining stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least 10 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 stockholders, such date in any case to be not more than 60
days, and, in case of a meeting of stockholders, not less than 10 days, prior to
the date on which the particular action requiring such determination of
stockholders is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of stockholders entitled to notice of
or to vote at a meeting of stockholders, or stockholders entitled to receive
payment of a dividend, the date on which the notice of the meeting is mailed or
the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of stockholders. When a determination of stockholders entitled to
vote at any meeting of stockholders 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.


                                      -20-
<PAGE>


                             REGISTERED STOCKHOLDERS

         Section 6. The Corporation shall be entitled to recognize the exclusive
rights of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of the State of Nevada.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

         Section 1. The Board of Directors may declare and the Corporation may
pay dividends on its outstanding shares in cash, property, or its own shares
pursuant to law and subject to the provisions of its Articles of Incorporation.

         Section 2. The Board of Directors may by resolution create a reserve or
reserves out of earned surplus for any proper purpose or purposes, and may
abolish any such reserve in the same manner.

                             REPORT TO STOCKHOLDERS

         Section 3. The Board of Directors must, when required by the holders of
at least 1/3 of the outstanding shares of the Corporation, present written
reports of the situation and amount of business of the Corporation.

                                     CHECKS

         Section 4. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
may from time to time be designated by the Board of Directors or by such
officers of the Corporation who may be authorized by the Board of Directors to
make such designations.

                                  FISCAL YEAR

         Section 5. The fiscal year of the Corporation shall be fixed by the
resolution of the Board of Directors.


                                      -21-
<PAGE>


                                      SEAL

         Section 6. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Nevada". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.

                                   ARTICLE IX
                                   AMENDMENTS

         Section 1. These By-laws may be altered, amended or repealed or
rescinded, or new by-laws may be adopted, by the vote of a majority of the
entire Board of Directors at any meeting thereof, provided that such proposed
action in respect thereof shall be stated in the notice of such meeting. The
stockholders of the Corporation shall have the power to alter, amend, repeal or
rescind any provision of these By-laws, or adopt new by-laws, only to the extent
and in the manner provided in the following sentence. In addition to any
requirements of law and any other provision of these By-laws or the
Corporation's Articles of Incorporation or any resolution or resolutions of the
Board of Directors adopted pursuant to Article IV of the Corporation's Articles
of Incorporation (and notwithstanding the fact that a lesser percentage may be
specified by law, these By-laws, the Corporation's Articles of Incorporation or
any such resolution or resolutions), the affirmative vote of the holders of 66
2/3 percent or more of the combined voting power of the then outstanding shares
of stock entitled to vote generally in the election of directors, voting
together as a single class, shall be required to alter, amend, repeal or rescind
any provision of these By-laws, or adopt new by-laws.


                                      -22-