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                          AMENDED AND RESTATED BYLAWS

                                      OF
                                        
                         KENT ELECTRONICS CORPORATION
                                (the "Company")


                                   ARTICLE I

                                    Offices

     Section 1.1  Offices.  The principal business office of the Company and the
Company's other business offices may be at such locations within or without the
State of Texas as the board of directors may from time to time establish.

                                  ARTICLE II

                                 Capital Stock

     Section 2.1 Certificate Representing Shares. Shares of the capital stock of
the Company shall be represented by certificates in such form or forms as the
board of directors may approve, provided that such form or forms shall comply
with all applicable requirements of law or of the articles of incorporation.
Such certificates shall be signed by the chairman of the board, the president or
a vice president, and by the secretary or an assistant secretary, of the Company
and may be sealed with the seal of the Company or imprinted or otherwise marked
with a facsimile of such seal. In the case of any certificate countersigned by
any transfer agent or registrar, provided such countersigner is not the Company
itself or an employee thereof, the signature of any or all of the foregoing
officers of the Company may be represented by a printed facsimile thereof. If
any officer whose signature, or a facsimile thereof, shall have been set upon
any certificate shall cease, prior to the issuance of such certificate, to
occupy the position in right of which his signature, or facsimile thereof, was
so set upon such certificate, the Company may nevertheless adopt and issue such
certificate with the same effect as if such officer occupied such position as of
such date of issuance; and issuance and delivery of such certificate by the
Company shall constitute adoption thereof by the Company. The certificates shall
be consecutively numbered, and as they are issued, a record of such issuance
shall be entered in the books of the Company.

     Section 2.2  Stock Certificate Book and Shareholders of Record.  Except as
to any class of the Company's stock as to which it has appointed a transfer
agent and registrar pursuant to Section 2.5, the secretary of the Company shall
maintain, among other records, a stock certificate book, the stubs in which
shall set forth the names and addresses of the holders of all issued shares of
the Company, the number of shares held by each, the number of certificates
representing such
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shares, the date of issue of such certificates, and whether or not such shares
originate from original issue or from transfer. The names and addresses of
shareholders as they appear on the stock certificate book or the records of such
transfer agent shall be the official list of shareholders of record of the
Company for all purposes. The Company shall be entitled to treat the holder of
record of any shares as the owner thereof for all purposes, and shall not be
bound to recognize any equitable or other claim to, or interest in, such shares
or any rights deriving from such shares on the part of any other person,
including, but without limitation, a purchaser, assignee, or transferee, unless
and until such other person becomes the holder of record of such shares, whether
or not the Company shall have either actual or constructive notice of the
interest of such other person.

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

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

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

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

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

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equal to the fair value of any fractional share of common stock as they may deem
proper to avoid the issuance of any fractional share of common stock. The
Company may issue fractional shares of preferred stock.

                                  ARTICLE III

                               The Shareholders

     Section 3.1 Annual Meeting. The annual meeting of the shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting, shall be held at the principal office of the
Company, at 2:00 p.m. local time, on the second Tuesday in August of each year
commencing in the calendar year 1987, unless such day is a legal holiday, in
which case such meeting shall be held at such hour on the first day thereafter
which is not a legal holiday; or at such other place and time as may be
designated by the board of directors. Failure to hold any annual meeting or
meetings shall not work a forfeiture or dissolution of the Company.

     Section 3.2  Special Meetings.  Except as otherwise provided by law or by
the articles of incorporation, special meetings of the shareholders may be
called by the chairman of the board of directors, the president, any one of the
directors, or the holders of not less than one-tenth of all the shares having
voting power at such meeting, and shall be held at the principal office of the
Company or at such other place, and at such time, as may be stated in the notice
calling such meeting. Business transacted at any special meeting of shareholders
shall be limited to the purpose stated in the notice of such meeting given in
accordance with the terms of Section 3.3.

     Section 3.3  Notice of Meetings - Waiver.  Written or printed notice of 
each meeting of shareholders, stating the place, day and hour of any meeting,
and in the case of a special shareholder's meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten (10) nor more
than sixty (60) days before the date of the meeting, either personally or by
mail, by or at the direction of the president, the secretary or the officer or
person calling the meeting, to each shareholder entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail addressed to the shareholder at his address as it
appears on the stock transfer books of the Company, with postage thereon
prepaid. Such further or earlier notice shall be given as may be required by
law. The signing by a shareholder of a written waiver of notice of any
shareholders' meeting, whether before or after the time stated in such waiver,
shall be equivalent to the receiving by him of all notice required to be given
with respect to such meeting. Attendance by a shareholder, whether in person or
by proxy, at a shareholders' meeting shall constitute a waiver of notice of such
meeting. No notice of any adjournment of any meeting shall be required.

     Section 3.4  Closing of Transfer Books and Fixing Record Date.  For the
purpose of determining shareholders entitled to notice of, or to vote at, any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend or in order to

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make a determination of shareholders for any other proper purpose, the board of
directors of the Company may provide that the stock transfer books shall be
closed for a stated period in no case to exceed sixty (60) days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least the ten days immediately preceding such meeting. In lieu
of closing the stock transfer books, the board of directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
no case to be more than sixty (60) days nor, in the case of a meeting of
shareholders, less than ten (10) days prior to the date on which the particular
action requiring such determination of shareholders is to be taken. If the stock
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the board
of directors declaring such dividend is adopted, as the case may be, shall be
the record date of such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made, as
provided in this section, such determination shall apply to any adjournment
thereof except where the determination has been made through the closing of
stock transfer books and the stated period of closing has expired.

     Section 3.5 Voting List. The officer or agent having charge of the stock
transfer books for shares of the Company shall make, at least ten days before
each meeting of shareholders, a complete list of the shareholders entitled to
vote at such meeting or any adjournment thereof, arranged in alphabetical order,
with the address of and the number of shares held by each, which list, for a
period of ten days prior to such meeting, shall be kept on file at the
registered office of the Company and shall be subject to lawful inspection by
any shareholder at any time during the usual business hours. Such list shall
also be produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole time of the
meeting. Failure to comply with this section shall not affect the validity of
any action taken at such meeting.

     Section 3.6  Quorum and Officers.  Except as otherwise provided by law, by
the articles of incorporation or by these bylaws, the holders of a majority of
the shares entitled to vote and represented in person or by proxy shall
constitute a quorum at a meeting of shareholders, but the shareholders present
at any meeting, although representing less than a quorum, may from time to time
adjourn the meeting to some other day and hour, without notice other than
announcement at the meeting.  The shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum. The vote of the
holders of a majority of the shares entitled to vote and thus represented at a
meeting at which a quorum is present shall be the act of the shareholders'
meeting, unless the vote of a greater number is required by law.  The chairman
of the board, or in his absence the president, of the Company shall preside at,
and the secretary shall keep the records of, each meeting of shareholders, and
in the absence of any such officer, his duties shall be performed

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by any other officer authorized by these bylaws or any person appointed by
resolution duly adopted at the meeting.

     Section 3.7  Voting at Meetings. Each outstanding share shall be entitled
to one vote on each matter submitted to a vote at a meeting of shareholders
except to the extent that the articles of incorporation, or bylaws of the
Company or the laws of the State of Texas provide otherwise.

     Section 3.8  Proxies. A shareholder may vote either in person or by proxy
executed in writing by the shareholder, or by his duly authorized attorney-in-
fact. No proxy shall be valid after eleven (11) months from the date of its
execution unless otherwise provided in the proxy. A proxy shall be revocable
unless expressly provided therein to be irrevocable and unless otherwise made
irrevocable by law.

     Section 3.9  Balloting.   Upon the demand of any shareholder, the vote upon
any question before the meeting shall be by ballot.  At each meeting inspectors
of election may be appointed by the presiding officer of the meeting, and at any
meeting for the election of directors, inspectors shall be so appointed on the
demand of any shareholder present or represented by proxy and entitled to vote
in such election of directors.  No director or candidate for the office of
director shall be appointed as such inspector. The number of votes cast by
shares in the election of directors shall be recorded in the minutes.

     Section 3.10  Prohibition of Cumulative Voting for Directors.   No
shareholder shall have the right to cumulative voting in the election of
directors, but each share shall be entitled to one vote in the election of each
director.  In the case of any contested election for any directorship, the
candidate for such position receiving a plurality of the votes cast in such
election shall be elected to such position.

     Section 3.11  Record of Shareholders.  The Company shall keep at its
principal business office, or the office of its transfer agents or registrars, a
record of its shareholders, giving the names and addresses of all shareholders
and the number and class of the shares held by each.

     Section 3.12  Action Without Meeting.   Any action required by statute to
be taken at a meeting of the shareholders of the Company, or any action which
may be taken at a meeting of the shareholders, may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be signed by all
of the shareholders entitled to vote with respect to the subject matter thereof
and such consent shall have the same force and effect as a unanimous vote of the
shareholders. Any such signed consent, or a signed copy thereof, shall be placed
in the minute book of the Company.

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     Section 3.13  Notice of Shareholder Business.

     (a)  At an annual meeting of the shareholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall have been
brought before the meeting (i) pursuant to the Company's notice of meeting, (ii)
by or at the direction of the board of directors, or (iii) by any shareholder of
the Company who is a shareholder of record at the time of giving of the notice
provided for in this Section 3.13, who shall be entitled to vote at such meeting
and who complies with the notice procedures set forth in this Section 3.13.  For
business to be properly brought before an annual meeting by a shareholder, the
shareholder must have given timely notice thereof in writing to the Secretary of
the Company.  To be timely, a shareholder's notice must be delivered to or
mailed to, postage prepaid, and received at the principal executive offices of
the Company not less than 90 days nor more than 120 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the meeting is changed by more than 30 days from such
anniversary date, notice by the shareholder to be timely must be received no
later than the close of business on the 10th day following the earlier of the
day on which notice of the date of the meeting was mailed or public disclosure
of the date of the meeting was made.  A shareholder's notice to the Secretary
shall set forth as to each matter the shareholder proposes to bring before the
meeting (1) a brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the meeting, (2) a
representation that the shareholder is a holder of record of shares of the
Company's capital stock entitled to vote at such meeting and intends to appear
in person or by proxy to bring such matter before the meeting, (3) the name and
address, as they appear on the Company's books, of the shareholder proposing
such business, and the name and address of the beneficial owner, if any, on
whose behalf the proposal is made, (4) the class and number of shares of the
Company which are owned beneficially and of record by such shareholder of record
and by the beneficial owner, if any, on whose behalf the proposal is made, (5)
any material interest of such shareholder of record and the beneficial owner, if
any, on whose behalf the proposal is made in such business and (6) a description
of all arrangements and understandings between the shareholder of record and the
beneficial owner, if any, on whose behalf the proposal is made and any other
person or persons (naming such person or persons) pursuant to which the proposal
is to be made.

     (b)  Notwithstanding anything in these bylaws to the contrary, no business
shall be conducted, and no proposal shall be acted upon, at the annual meeting
except in accordance with the procedures set forth in this Section 3.13.  The
presiding officer of the meeting shall, if the facts warrant, determine and
declare to the meeting that business or a proposal was not properly brought
before the meeting in accordance with the procedures prescribed by these bylaws,
and if he should so determine, he shall so declare to the meeting and any such
business or proposal not properly brought before the meeting shall not be
transacted.  Notwithstanding the foregoing provisions of this Section 3.13, a
shareholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder with
respect to the matters set forth in this Section 3.13.

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                                  ARTICLE IV

                            The Board of Directors

     Section 4.1  Qualification and Number.

     (a)  The property, business and affairs of the Company shall be managed and
controlled by the board of directors and, subject to any restrictions imposed by
law, by the articles of incorporation or by these bylaws, the board of directors
may exercise all the powers of the Company.  Directors need not be residents of
Texas or shareholders of the Company absent provision to the contrary in the
articles of incorporation or laws of the State of Texas.

     (b)  The number of directors of the Company (exclusive of directors to be
elected by the holders of any one or more classes or series of preferred stock
of the Company or any other class or series of stock of the Company, other than
the common stock, which may at some time be outstanding, voting separately as a
class or classes) shall be fixed at seven and may be increased, subject to
Section 7.2 of these bylaws, or decreased (provided that any decrease does not
shorten the term of any incumbent director) from time to time by amendment of
these bylaws.  Such number shall, without the necessity of any amendment of this
Section 4.1(b), automatically be increased from time to time as may be necessary
to permit the inclusion on the board of directors of any director elected by a
separate vote of holders of any one or more classes or series of preferred stock
of the Company, or any other class or series of stock of the Company, other than
common stock, that are outstanding at the time of such increase.

     Section 4.2  Term, Removal and Vacancies.

     (a)  The board of directors (exclusive of directors to be elected by the
holders of any one or more classes or series of preferred stock of the Company
or any other class or series of stock of the Company other than the common
stock, which may at some time be outstanding, voting separately as a class or
classes) shall be divided into three classes, as nearly equal in number as
possible as determined by the board of directors, with the term of office of one
class expiring each year.  At the annual meeting of shareholders in 1990, one
director of the first class shall be elected to hold office for a term expiring
at the next succeeding annual meeting, two directors of the second class shall
be elected to hold office for a term expiring at the second succeeding annual
meeting and two directors of the third class shall be elected to hold office for
a term expiring at the third succeeding annual meeting.  At each annual meeting
of shareholders, the respective successors to the class of directors whose term
shall then expire shall be elected to hold office for a term expiring at the
third succeeding annual meeting.  Any increase in the number of directors
elected by holders of common stock shall be apportioned among the classes of
directors so as to make each class as nearly equal in number as is practicable.

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     (b)  Notwithstanding any other provision of the articles of incorporation
or these bylaws (and notwithstanding the fact that some lesser percentage may be
specified by law, the articles of incorporation or these bylaws), any director
or the entire board of directors may be removed only for cause and only by the
affirmative vote of the holders of sixty-six and two-thirds percent (66 2/3%) of
all shares of stock of the Company entitled to vote at a meeting of
shareholders, voting together as a single class.  Notwithstanding the foregoing,
and except as otherwise required by law, whenever the holders of any one or more
classes or series of preferred stock of the Company or any other class or series
of stock of the Company other than the common stock, which may at some time be
outstanding, shall have the right, voting separately as a class or classes, to
elect one or more directors of the Company, the provisions of this Section
4.2(b) shall not apply with respect to the director or directors elected by such
holders of preferred stock or other stock.

     (c)  Any vacancies in the board of directors, for any reason, and any newly
created directorships resulting from any increase in the number of directors (to
the extent permitted by law) shall be filled by the board of directors, acting
by not less than a majority of the directors then in office, even if less than a
quorum (which majority may consist of a sole remaining director).  Any directors
so chosen to fill any such vacancies or newly created directorships shall,
unless otherwise required by law, hold office until the next election of the
class for which such directors shall have been chosen and until their respective
successors shall be duly elected and qualified.  Notwithstanding the foregoing,
and except as otherwise required by law, whenever the holders of any one or more
classes or series of preferred stock of the Company or any other class or series
of stock of the Company other than the common stock, which may at some time be
outstanding, shall have the right, voting separately as a class or classes, to
elect one or more directors of the Company, the provisions of this Section
4.2(c) shall not apply with respect to the director or directors elected by such
holders of preferred stock or other stock.

     Section 4.3  Vacancies.  Any vacancy occurring in the board of directors 
may be filled by the vote of a majority of the remaining directors, even if such
remaining directors comprise less than a quorum of the board of directors. A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office. Any position on the board of directors to be filled
by reason of an increase in the number of directors shall be filled by either
(i) election at an annual meeting of the shareholders, or at a special meeting
of shareholders duly called for such purpose or (ii) election by the board of
directors for a term of office continuing only until the next election of one or
more directors by the shareholders; provided that the board of directors may not
fill more than two such directorships during the period between any two
successive annual meetings of shareholders.

     Section 4.3A  Nominations.

     (a)  Subject to the rights of holders of any series of preferred stock or
any other class of capital stock of the Company (other than common stock) then
outstanding, only persons who are nominated in accordance with the procedures
set forth in this Section 4.3A shall be eligible to serve as directors.
Nominations of persons for election to the board of directors of the Company may
be

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made at a meeting of shareholders (i) by or at the direction of the board of
directors, (ii) by or at the direction of a committee of the board of directors
to which the board of directors has delegated the authority to make such
nominations, or (iii) by any shareholder of the Company who is a shareholder of
record at the time of giving of notice provided for in this Section 4.3A, who
shall be entitled to vote for the election of directors at the meeting and who
complies with the notice procedures set forth in this Section 4.3A.  Such
nominations, other than those made by or at the direction of the board of
directors or a committee of the board of directors, shall be made pursuant to
timely notice in writing to the Secretary of the Company.  To be timely, a
shareholder's notice shall be delivered to or mailed to, postage prepaid, and
received at the principal executive offices of the Company (a) in the case of an
annual meeting, not less than 90 days nor more than 120 days prior to the first
anniversary of the preceding year's annual meeting (provided, however, that in
the event that the date of the annual meeting is changed by more than 30 days
from such anniversary date, notice by the shareholder to be timely must be so
received not later than the close of business on the 10th day following the
earlier of the day on which notice of the date of the meeting was mailed or
public disclosure of the date of the meeting was made), and (b) in the case of a
special meeting at which directors are to be elected, not later than the close
of business on the 10th day following the earlier of the day on which notice of
the date of the meeting was mailed or public disclosure of the date of the
meeting was made.  Such shareholder's notice shall set forth (1) as to each
person whom the shareholder proposes to nominate for election as a director, (A)
the name, age, business address and residence address of the proposed nominee,
(B) the principal occupation or employment of the proposed nominee, (C) the
class and number of shares of capital stock of the Company which are
beneficially owned by the proposed nominee, (D) a description of all
arrangements or understandings between the shareholder and each proposed nominee
and any other person (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder, (E) all other
information relating to such proposed nominee that is required to be disclosed
in solicitations of proxies for election of directors pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended and (F) the written
consent of the proposed nominee to serve as a director of the Company if so
elected; (2) as to the shareholder giving the notice (A) the name and address,
as they appear on the Company's books, of such shareholder, (B) a representation
that the shareholder is a holder of record of shares of the Company's capital
stock entitled to vote at such meeting and intends to appear in person or by
proxy at the meeting to nominate the proposed nominee or nominees specified in
the notice and (C) the class and number of shares of the Company which are
beneficially owned by such shareholder and also which are owned of record by
such shareholder; and (3) as to the beneficial owner, if any, on whose behalf
the nomination is made, (A) the name and address of such person and (B) the
class and number of shares of the Company which are beneficially owned by such
person.  The Company may require any proposed nominee to furnish such other
information as may reasonably be required by the Company to determine the
eligibility of such proposed nominee to serve as a director of the Company.

     (b)  No person shall be eligible to serve as a director of the Company 
unless nominated in accordance with the procedures set forth in this Section
4.3A. The presiding officer of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by this Section 4.3A, and if he should
so determine, he shall so declare to the meeting and the defective nomination
shall be disregarded. Notwithstanding

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the foregoing provisions of this Section 4.3A, a shareholder shall also comply
with all applicable requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder with respect to the matters
set forth in this Section 4.3A.

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

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

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

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

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

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

     Section 4.10  Compensation.  Directors as such shall not receive any stated
salary for their service, but by resolution of the board of directors, may
receive a fixed sum and reimbursement for attendance at each regular or special
meeting of the board of directors or at any meeting of the executive committee
of directors, if any, to which such director may be elected in accordance with
the following Section 4.11; but nothing herein shall preclude any director from
serving the Company in any other capacity or receiving compensation therefor.

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

     Section 4.12  Other Committees.  The board of directors, by resolution
adopted by a majority of the full board of directors, may appoint one or more
committees of two or more directors each. Such committees may exercise such
authority of the board of directors in the business and affairs of the Company
as the board of directors may, by resolution duly adopted, delegate, except as
prohibited by law.  The designation of any committee and the delegation thereto
of authority shall not operate to relieve the board of directors, or any member
thereof, of any

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responsibility imposed on it or him by law. Any member of a committee may be
removed at any time by the board of directors. Members of any such committees
shall receive such compensation as may be approved by the board of directors and
will be reimbursed for reasonable expenses actually incurred by reason of
membership on a committee.

                                   ARTICLE V

                                   Officers

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

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

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

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

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

     Section 5.6  The Chairman of the Board.  The chairman of the board shall be
the chief executive officer and shall have general direction of the affairs of
the Company and general supervision over its several officers, subject however,
to the control of the board of directors.  He shall at each annual meeting, and
from time to time, report to the shareholders and to the board of directors all
matters within his knowledge which, in his opinion, the interest of the Company
may require to be brought to the notice of such persons.  He may sign, with the
secretary or an assistant secretary, any or all certificates of stock of the
Company.  He shall preside at all meetings of the shareholders, and, in the
absence of a chairman, at meetings of the board of directors, shall sign

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and execute in the name of the Company (i) all contracts or other instruments
authorized by the board of directors, and (ii) all contracts or instruments in
the usual and regular course of business, pursuant to Section 6.2 hereof, except
in cases when the signing and execution thereof shall be expressly delegated or
permitted by the board or by these bylaws to some other officer or agent of the
Company; and, in general, shall perform all duties incident to the office of
president, and such other duties as from time to time may be assigned to him by
the board of directors or as are prescribed by these bylaws.

     Section 5.7  The President.  The president shall be the chief operating
officer of the Company.  The president shall, in the absence or disability of
the chairman of the board, perform the duties and exercise the powers of the
chairman of the board and shall perform such other duties and have such other
powers as the board of directors may form time to time prescribe.  The president
may sign certificates of stock of the Company.

     Section 5.8  The Vice Presidents.  At the request of the president, or in
his absence or disability, the vice presidents, in the order of their election,
shall perform the duties of the president, and, when so acting shall have all
the powers of, and be subject to all restrictions upon, the president. Any
action taken by a vice president in the performance of the duties of the
president shall be conclusive evidence of the absence or inability to act of the
president at the time such action was taken.  The vice presidents shall perform
such other duties as may, from time to time, be assigned to them by the board of
directors or the president.  A vice president may sign, with the secretary or an
assistant secretary, certificates of stock of the Company.

     Section 5.9  Secretary.  The secretary shall keep the minutes of all
meetings of the shareholders, of the board of directors, and of the executive
committee, if any, of the board of directors, in one or more books provided for
such purpose and shall see that all notices are duly given in accordance with
the provisions of these bylaws or as required by law.  He shall be custodian of
the corporate records and of the seal (if any) of the Company and see, if the
Company has a seal, that the seal of the Company is affixed to all documents the
execution of which on behalf of the Company under its seal is duly authorized;
shall have general charge of the stock certificate books, transfer books and
stock ledgers, and such other books and papers of the Company as the board of
directors may direct, all of which shall, at all reasonable times, be open to
the examination of any director, upon application at the office of the Company
during business hours; and in general shall perform all duties and exercise all
powers incident to the office of the secretary and such other duties and powers
as the board of directors or the president from time to time may assign to or
confer on him.

     Section 5.10  Treasurer.  The treasurer shall keep complete and accurate
records of account, showing at all times the financial condition of the Company.
He shall be the legal custodian of all money, notes, securities and other
valuables which may from time to time come into the possession of the Company.
He shall furnish at meetings of the board of directors, or whenever

                                       13
<PAGE>
 
requested, a statement of the financial condition of the Company, and shall
perform such other duties as these bylaws may require or the board of directors
may prescribe.

     Section 5.11  Assistant Officers.  Any assistant secretary or assistant
treasurer appointed by the board of directors shall have power to perform, and
shall perform, all duties incumbent upon the secretary or treasurer of the
Company, respectively, subject to the general direction of such respective
officers, and shall perform such other duties as these bylaws may require or the
board of directors may prescribe.

     Section 5.12  Salaries.  The salaries or other compensation of the officers
shall be fixed from time to time by the board of directors.  No officer shall be
prevented from receiving such salary or other compensation by reason of the fact
that he is also a director of the Company.

     Section 5.13  Bonds of Officers.  The board of directors may secure the
fidelity of any officer of the Company by bond or otherwise, on such terms and
with such surety or sureties, conditions, penalties or securities as shall be
deemed proper by the board of directors.

     Section 5.14  Delegation.  The board of directors may delegate temporarily
the powers and duties of any officer of the Company, in case of his absence or
for any other reason, to any other officer, and may authorize the delegation by
any officer of the Company of any of his powers and duties to any agent or
employee, subject to the general supervision of such officer.

                                  ARTICLE VI

                                 Miscellaneous

     Section 6.1  Dividends.  Dividends on the outstanding shares of the
Company, subject to the provisions of the articles of incorporation, if any, may
be declared by the board of directors at any regular or special meeting,
pursuant to law. Dividends may be paid by the Company in cash, in property, or
in the Company's own shares, but only out of the unreserved and unrestricted
earned surplus of the Company, except as otherwise allowed by law.

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

     Section 6.2  Contracts.  The chairman of the board and the president shall
have the power and authority to execute, on behalf of the Company, contracts or
instruments in the usual and regular course of business, and in addition the
board of directors may authorize any officer or officers, agent or agents, of
the Company to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Company, and such authority may be general or
confined to specific instances. Unless so authorized by the board of directors
or by these bylaws,

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<PAGE>
 
no officer, agent or employee shall have any power or authority to bind the
Company by any contract or engagement, or to pledge its credit or to render it
pecuniarily liable for any purpose or in any amount.

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

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

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

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

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

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

                                       15
<PAGE>
 
     Section 6.9  Resignations.  Any director or officer may resign at any time.
Such resignations shall be made in writing and shall take effect at the time
specified therein, or, if no time is specified, at the time of its receipt by
the chairman of the board, the president or secretary.  The acceptance of a
resignation shall not be necessary to make it effective, unless expressly so
provided in the resignation.

     Section 6.10  Indemnification of Directors  and Officers and Insurance.

     (a)  The Company shall, to the maximum extent permissible under applicable
provisions of the Texas Business Corporation Act, pay, reimburse or otherwise
indemnify any present or former director or officer of the Company in respect of
any costs or expenses incurred by that person in any action, suit or proceeding
to which the officer is made a party by reason of holding such position or any
other position held by such person at the request of the Company.

     (b)  The Company may purchase and maintain insurance on behalf of any 
person who is or was a director, officer or employee of the Company, or who is
or was serving at the request of the Company as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, other enterprise, or employee benefit plan, against any
liability asserted against and incurred by that person in such a capacity or
arising out of his status as such a person, whether or not the Company would
have the power to indemnify such person against such liability under this
Article.

     (c) Any indemnification of a director or an officer of the Company in
accordance with this Article shall be reported in writing to the shareholders
when and as required by applicable provisions of the Texas Business Corporation
Act.

     Section 6.11  Meetings by Telephone.  Subject to the provisions required or
permitted by these bylaws or the laws of the State of Texas for notice of
meetings, shareholders, members of the board of directors, or members of any
committee designated by the board of directors may participate in and hold any
meeting required or permitted under these bylaws by telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.  Participation in a meeting pursuant to this
section shall constitute presence in person at such a meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

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<PAGE>
 
                                  ARTICLE VII

                                  Amendments

     Section 7.1  Amendments.  These bylaws may be altered, amended, or 
repealed, or new bylaws may be adopted, by a majority of the board of directors
at any duly held meeting of directors or by the holders of a majority of the
shares represented at any duly held meeting of shareholders provided that notice
of such proposed action shall have been contained in the notice of any such
meeting.

     Section 7.2  Restrictions on Amendments.  Notwithstanding any other
provisions of these bylaws and in addition to any requirements of the provisions
of any class or series of stock of the Company that may be outstanding, no
amendment to these bylaws shall amend, alter, change or repeal any of the
provisions of this Section 7.2 or Section 3.13, Section 4.2 or Section 4.3A of
these bylaws, nor shall any amendment increase the number of directors provided
in accordance with Section 4.1(b) of these bylaws, unless such amendment,
alteration, change or repeal shall receive either (a) the affirmative vote of
the holders of not less than eighty percent (80%) of all shares of stock of the
Company entitled to vote at a meeting of shareholders, voting together as a
single class; or (b) the affirmative vote of a majority of directors in office.

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