DON'S BUILDING SUPPLY L.L.P.

                     (A Texas Limited Liability Partnership)




                             PARTNERSHIP REGULATIONS


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                                                  TABLE OF CONTENTS

                                                                           Page

ARTICLE I         DEFINITIONS..................................................1

    1.1  Definitions...........................................................1

ARTICLE II        FORMATION OF THE COMPANY.....................................3

    2.1  Name and Formation....................................................3
    2.2  Principal Place of Business...........................................4
    2.3  Principal Office......................................................4
    2.4  Term..................................................................4
    2.5  Purposes and Powers...................................................4

ARTICLE III   MANAGEMENT.......................................................4

    3.1  Management by Board of Directors......................................4
    3.2  Board of Directors....................................................5
    3.3  Officers..............................................................6
    3.4  Committees of the Board of Directors..................................9

ARTICLE IV  INDEMNIFICATION...................................................10

    4.1  Liability of Director or Officer of the Company for Certain Acts.....10
    4.2  Indemnification of Director, Officer and Partners of the Company.....10

ARTICLE V         MEETINGS OF BOARD OF DIRECTORS..............................12

    5.1  Meetings.............................................................12
    5.2  Place of Meetings....................................................12
    5.3  Notice of Meetings...................................................12
    5.4  Meetings of All Directors............................................12
    5.5  Quorum...............................................................12
    5.6  Manner of Acting.....................................................12
    5.7  Action by Directors Without a Meeting................................13
    5.8  Waiver of Notice.....................................................13
    5.9  Conduct of Meetings..................................................13

ARTICLE VI   CONTRIBUTIONS TO CAPITAL AND CAPITAL ACCOUNTS....................13

    6.1  Capital Contributions................................................13
    6.2  Units................................................................13
    6.3  Withdrawal or Reduction of Partners' Contributions to Capital........14
    6.4  Liability of Partners................................................14
    6.5  Deficit Capital Accounts.............................................14

ARTICLE VII   ALLOCATIONS, DISTRIBUTIONS, ELECTIONS

                  AND REPORTS.................................................14

    7.1  Allocations of Profits and Losses....................................14
    7.2  Distributions........................................................14
    7.3  Tax Withholdings.....................................................16
    7.4  Limitation Upon Distributions........................................16
    7.5  Accounting Principles................................................16
    7.6  Records and Reports..................................................17
    7.7  Returns and Other Elections..........................................17

ARTICLE VIII  TRANSFERABILITY.................................................17

    8.1  Restrictions on Transfer of Interests in the Company.................17
    8.2  Assignees............................................................18
    8.3  Substituted and Additional Partners..................................18
    8.4  Continuing Liability of Partners.....................................19

ARTICLE IX    DISSOLUTION AND TERMINATION.....................................19

    9.1  Dissolution..........................................................19
    9.2  Distribution of Assets Upon Dissolution..............................20

ARTICLE X         MEETINGS OF PARTNERS........................................20

    10.1 Place and Manner of Meetings.........................................20
    10.2 Special Meetings of Partners.........................................20
    10.3 Notice of Meetings of Partners.......................................20
    10.4 Quorum...............................................................20
    10.5 Registered Partners..................................................21
    10.6 Proxies..............................................................21
    10.7 Conduct of Meetings..................................................21
    10.8 Fixing Record Dates for Matters Other than Consents to Actions.......21
    10.9 Fixed Record Dates for Consents to Action............................21
    10.10Actions Without a Meeting............................................22
    10.11Nature of Partnership Interest.......................................22

ARTICLE XI    MISCELLANEOUS PROVISIONS........................................22

    11.1 Notices..............................................................22
    11.2 Waiver of Notice.....................................................22
    11.3 Application of Texas Law.............................................23
    11.4 No Action for Partition..............................................23
    11.5 Headings and Sections................................................23
    11.6 Amendment of Partnership Agreement and Partnership Regulations.......23
    11.7 Registered Limited Liability Partnership.............................23
    11.8 Resignation..........................................................23
    11.9 Numbers and Gender...................................................23
    11.10Binding Effect.......................................................24
    11.11Counterparts.........................................................24


ATTACHMENT:

SCHEDULE A -    Names and Units Owned of the Partners




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                             PARTNERSHIP REGULATIONS

                                       OF

                          DON'S BUILDING SUPPLY L.L.P.

         These  Partnership  Regulations  are hereby adopted as the  Partnership
Regulations  of  DON'S  BUILDING  SUPPLY  L.L.P.,  a  Texas  limited   liability
partnership (the "Company"),  and are hereby confirmed and approved for good and
valuable consideration.

                                 R E C I T A L S

A.   The Predecessor Entity, as hereinafter  defined,  was organized on November
     9, 1981.

B.   The Company  was  created as general  partnership  by a  conversion  of the
     Predecessor Entity into the Company on December 31, 1998.

C.   The Partnership Agreement of the Company was executed on December 31, 1998.

D.   On  December  31,  1998 the  Company  registered  as a  registered  limited
     liability partnership.

E.   The  Partnership   Agreement   contemplates  the  adoption  of  Partnership
     Regulations  that  would  have  the  effect  of  amending  the  Partnership
     Agreement  to  provide  detailed  provisions  as to  the  agreement  of the
     Partners regarding the ownership and operation of the Company.

                              R E G U L A T I O N S

                                    ARTICLE I
                                   DEFINITIONS

         I.1  Definitions.   The  following  terms  used  in  these  Partnership
Regulations  shall  have the  following  meanings  (unless  otherwise  expressly
provided herein):

                  (a) "Act" shall mean the Texas Revised Partnership Act, as the
same may be amended from time to
time.

                  (b) "Partnership Agreement" has the meaning given that term in
Section 2.1 hereof.

                  (c)  "Board  of  Directors"  means  the  committee  designated
pursuant to Article III.

                  (d) "Capital Account" means, with respect to any Partner,  the
account maintained for such Partner in a manner consistent with the requirements
of the  Act,  recognizing  that  distributions  to the  Partners  are to be made
without regard to Capital Accounts.

                  (e)  "Capital  Contribution"  means  any  contribution  to the
capital of the Company in cash or property by a Partner whenever made.

                  (f)  "Code"  means  the  Internal  Revenue  Code of  1986,  as
amended.

                  (g) "Company"  means DON'S  BUILDING  SUPPLY  L.L.P.,  a Texas
limited liability partnership.

                  (h) "Director" means a Manager designated  pursuant to Section
3.1(b) hereto.

                  (i) "Disposition" means any sale, transfer, encumbrance, gift,
donation,  assignment,  pledge,  hypothecation  or  other  disposition,  whether
voluntary  or  involuntary  and whether  during a Partner's  lifetime or upon or
after his or her death, including without limitation, any partition of community
property and any  Disposition  by operation of law, by court order,  by judicial
process or by foreclosure, levy or attachment.

                  (j) "Fiscal Year" means the Company's fiscal year, which shall
be the calendar year.

                  (k) "Losses"  means,  for each Fiscal Year,  the net losses of
the Company  determined in accordance  with accounting  principles  consistently
applied from year to year employed under the accrual method of accounting and as
reported,  separately  or in the  aggregate,  as  appropriate,  on the Company's
information tax return filed for federal income tax purposes.

                  (l) "Majority" means, with respect to any referenced groups of
members of the Board of Directors or any committee, a combination of any of such
persons  constituting  more than fifty  percent of the number of such persons of
such referenced group who are then elected and qualified.

                  (m)  "Majority  in  Interest"  means,   with  respect  to  the
Partners,  a  combination  of such Persons (one or more) holding more than fifty
percent of the issued and outstanding Units.

                  (n)  "Partner"  means each Person  designated  as a Partner on
Schedule A,  attached  hereto and hereby made a part  hereof,  any  successor or
successors to all or any part of any such Person's  interest in the Company,  or
any additional  Partner  admitted as a Partner of the Company in accordance with
Article  VIII,  each in the capacity as a Partner of the  Company,  but does not
include any who has ceased to be a Partner of the Company.  "Partners" means all
such Persons collectively in their capacity as Partners of the Company.

                  (o) "Partnership Interest" means the percentage of partnership
interest in the Company held by a Partner,  which  percentage  shall be equal to
the Unitholding Percentage of such Partner.

                  (p) "Permitted  Disposition"  means any of the following kinds
of Dispositions:

                           (i) A Disposition of the community  property or other
interest  in all or any part of the  interests  in the  Company  of a  Partner's
spouse, upon the death of such spouse, to the surviving Partner;

                           (ii) A Disposition of the community property or other
interest  in all or any part of the  interests  in the  Company  of a  Partner's
spouse  to such  Partner  in  connection  with the  termination  of the  marital
relationship of the Partner and the Partner's spouse;

                           (iii) A Disposition made pursuant to and as permitted
by the terms of these Partnership Regulations.

                  (q) "Person" shall have the meaning given that term in Section
1.01(14) of the Act.

                  (r) "Predecessor  Entity" means Don's Building Supply, Inc., a
Texas  corporation  that was  converted  into  the  Company  (the  "Conversion")
effective on December 31, 1998.

                  (s) "Profits"  means, for each Fiscal Year, the net income and
net gains of the Company  determined in accordance  with  accounting  principles
consistently  applied  from  year  to  year as  reported,  separately  or in the
aggregate,  as  appropriate,  on the Company's  information tax return filed for
federal income tax purposes.

                  (t)   "Partnership   Regulations"   means  these   Partnership
Regulations  of the Company as  originally  adopted and as amended  from time to
time.

                  (u) "Unitholding Percentage" of a Partner means the percentage
that the Units held by such Partner bears to the aggregate  number of issued and
outstanding Units.

                  (v)  "Units"  means the  units of  ownership  in the  Company,
denominated as Units of Partnership Interest of the Company.


                                   ARTICLE II
                            FORMATION OF THE COMPANY

         II.1 Name and  Formation.  The name of the  Company  is Don's  Building
Supply  L.L.P.  The  Partnership  Agreement  of the  Company  (the  "Partnership
Agreement") was executed on December 31, 1998.

         II.2 Principal  Place of Business.  The principal  place of business of
the Company  within the State of Texas shall be Dallas,  Texas.  The Company may
locate its  place(s) of  business  and  registered  office at any other place or
places  as the  Board of  Directors  may from  time to time  deem  necessary  or
advisable.

         II.3 Principal Office.  The Company's initial principal office shall be
at 2327 Langford, Dallas, Texas 75208.

         II.4 Term.  The term of  existence of the Company  shall be  perpetual,
unless the Company is earlier dissolved in accordance with either the provisions
of the Partnership Agreement, these Partnership Regulations or the Act.

         II.5 Purposes and Powers.

                  (a) The purposes and  character of the business of the Company
shall be to accomplish any or all lawful business for which  partnerships may be
organized under the Act.

                  (b) The  Company  shall  have  any and all  powers  which  are
necessary, proper, advisable, convenient, or desirable to carry out the purposes
and business of the Company,  to the extent the same may be legally exercised by
partnerships under the Act. The Company shall carry out the foregoing activities
pursuant  to the  arrangements  set forth in the  Partnership  Agreement  of the
Company and these Partnership Regulations.

                                   ARTICLE III
                                   MANAGEMENT

         III.1    Management by Board of Directors.

                  (a) General.  The business and affairs of the Company shall be
managed by a committee to be known as the Board of Directors.

                  (b) Duties and  Obligations.  Subject  to  Section  4.1,  each
person  serving on the Board of Directors (a  "Director")  and/or as officers of
the Company  shall  exercise  such  person's  business  judgment in managing the
business, operations and affairs of the Company.

                  (c) No Authority  of Partners or  Directors  to Bind  Company.
Unless  authorized  to do so by the  Partnership  Agreement,  these  Partnership
Regulations or the Board of Directors, no Partner,  Director,  agent or employee
of the Company shall have any power or authority to bind the Company in any way.

                  (d) Voting by the Units.  Actions to be taken by the  Partners
shall be approved by Partners holding a majority of the Units.

         III.2    Board of Directors.

                  (a) Management. Any decisions to be made by the Partners under
the Act, the Partnership  Agreement or these  Partnership  Regulations  shall be
made by the Board of Directors unless specifically provided otherwise.

                  (b)  Decisions  Reserved  to  Partners.   Notwithstanding  the
provisions of Section 3.2(a) or any other provisions herein to the contrary, the
Board of Directors may not cause the Company to do any of the following  actions
without the agreement of the Partners holding at least a majority of the Units:

                           (i) the merger or  consolidation  of the Company with
and into any corporation,  limited  liability company or other entity, or of any
corporation,  limited  liability  company  or  other  entity  with  and into the
Company, or the participation of the Company in any exchange of interests;

                           (ii) the  conversion of the Company into another form
of entity;

                           (iii) the  liquidation or dissolution of the Company;
and

                           (iv) the delegation to an agent of the Company of the
power to take any of the actions referred to in the foregoing clauses.

                  (c) Designation  and Election of Directors.  The initial Board
of Directors shall consist of those  individuals  designated as the directors in
the Partnership Agreement.  Thereafter,  the Board of Directors shall be elected
by majority vote of the Partners.  Each of the members of the Board of Directors
shall serve until his or her  resignation or death or until his or her successor
shall be elected as provided herein.  Each Director elected shall have one vote.
Except as  provided  in Section  3.2(b),  the  Directors  shall in all  respects
relating to the Company represent and act on behalf of the Partners.

                  (d)      General.

                           (i) Resignation.  Any Director may resign at any time
by giving notice to the other  members of the Board of  Directors.  A Director's
resignation  shall take effect at the time  specified in the notice and,  unless
otherwise  specified  therein,  the acceptance of such resignation  shall not be
necessary to make it effective.

                           (ii) Vacancies. Any vacancy occurring in the Board of
Directors shall be filled by
majority vote of the Partners.

                           (iii)  Meetings.  Meetings of the Board of  Directors
shall be held in accordance with Article V.

                           (iv)  Reimbursement.  The Directors shall be entitled
to receive such compensation as shall be determined by the Directors,  and shall
be entitled to reimbursement for reasonable "out-of-pocket" expenses incurred in
connection with their services to the Company.

                           (v) Indemnification.  The Company shall indemnify the
Directors to the extent set forth in Article IV.

         III.3    Officers.

                  (a)  Election  of  Officers.  The  members  of  the  Board  of
Directors,  at their first meeting, shall elect such officers as the Board shall
choose to elect.  No  officers  need be a Partner  or a resident  of Texas.  The
Directors may elect or appoint such other officers and agents as they shall deem
necessary,  who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board of
Directors. Any two or more offices may be held by the same Person.

                           (i) Each  officer of the  Company  shall hold  office
until his or her successor is chosen and is qualified in such officer's stead or
until the death, resignation or removal from office of such officer.

                           (ii) Any  vacancy  in any  office  because  of death,
resignation,  removal or otherwise may be filled by such person as is elected or
appointed by a majority vote of the Board of Directors.

                           (iii) The  compensation  of all  officers  and agents
shall be fixed by the Board of Directors or by a committee  formed and appointed
by the  Board  of  Directors,  as  allowed  pursuant  to  Section  3.4 of  these
Partnership Regulations.

                  (b) Authority and Duties. The officers of the Company,  if the
Board  chooses to elect one or more of such  officers,  shall have the authority
and shall exercise the powers and perform the duties  specified below and as may
be  additionally  specified  by the  Board of  Directors  or  these  Partnership
Regulations (and in all cases where the duties of any officer are not prescribed
by these Partnership  Regulations or the Board of Directors,  such officer shall
follow the orders and instructions of the President):

                           (i) President.  The President  shall preside over the
general and active management of the business of the Company,  and shall direct,
manage and  control the  business of the Company to the best of the  President's
ability.  The  President  shall  serve  until  resignation  or  dissolution  and
liquidation  of the Company or removal by the Board of Directors.  The President
shall,  subject to the  provisions  of Section  3.3(d),  have full and  complete
authority, power and discretion to make any and all decisions and do any and all
things that the President deems to be reasonably  required in furtherance of the
Company's  business  and  objectives.  Without  limiting the  generality  of the
foregoing,   the  President  or  such  subordinate  officer  designated  by  the
President,  or any officer duly  authorized by the Board of Directors shall have
the power and authority on behalf of the Company:

                                  (1) to purchase  liability and other insurance
to protect the Company's property and business;

                                  (2) to invest any  Company  funds  temporarily
(by way of example but not limitation) in time deposits, short-term governmental
obligations, commercial paper or other investments;

                                  (3)  to  employ  accountants,  legal  counsel,
managing  agents or other experts,  employees or agents to perform  services for
the Company and to compensate them from Company funds;

                                  (4) to negotiate  with employees and any labor
organization representing employees of the Company; and

                                  (5) to carry out all orders and resolutions of
the Board of Directors.

                           (ii)  Vice-Presidents.  The Vice  Presidents,  unless
otherwise  determined  by the  Board  of  Directors  shall,  in the  absence  or
disability  of the  President,  perform  the duties and have the  authority  and
exercise the powers of the  President.  The  Vice-Presidents  shall perform such
other duties and have such other  authority and powers as the Board of Directors
may from  time to time  prescribe  or as the  President  may  from  time to time
delegate.

                           (iii)  Secretary.  The  Secretary  shall  attend  all
meetings of the Board of  Directors  and  Partners  and record all votes and the
minutes  of all  proceedings  in a book to be kept for that  purpose  and  shall
perform like duties for any committee,  if requested.  The Secretary shall give,
or cause to be given,  notice of the  meetings  of the  Board of  Directors  and
Partners  where  such  notices  are  required  to be given by these  Partnership
Regulations.  The Secretary shall be under the supervision of the President, and
shall perform such other duties and have such other  authority and powers as the
Board of Directors may from time to time  prescribe or as the President may from
time to time delegate.

                           (iv) Treasurer.  The Treasurer shall have the custody
of the Company  funds and shall keep full and accurate  accounts of receipts and
disbursements  of the Company,  and shall deposit all monies and other  valuable
effects in the name and to the credit of the Company in such depositories as may
be designated by the Board of Directors.  The Treasurer shall disburse the funds
of the  Company  as may be  ordered  by the Board of  Directors,  taking  proper
vouchers for such disbursements,  and shall render to the President and Board of
Directors,  at the regular meetings of the Board of Directors,  or whenever they
may require it, an account of all transactions as Treasurer and of the financial
condition of the Company.  If required by the Board of Directors,  the Treasurer
shall give the Company a bond in such form, 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  Company,  in case of the  Treasurer's  death,  resignation,  retirement  or
removal from office, of all books, papers,  vouchers, money or other property of
whatever  kind  in the  Treasurer's  possession  or  under  his  or her  control
belonging to the Company. The Treasurer shall perform such other duties and have
such other  authority and powers as the Board of Directors may from time to time
prescribe or as the President may from time to time delegate.

                  (c)  Execution  of  Contracts.  Each of the  President or such
subordinate  officer or  officers  designated  by the  President  or any officer
designated  by the Board of  Directors  shall have the  authority  to execute on
behalf of the Company all  agreements,  instruments  and  documents,  including,
without  limitation,  checks,  drafts,  notes and other negotiable  instruments,
mortgages, deeds of trusts, security agreements, financing statements, documents
providing for the acquisition,  mortgage or disposition of the Company property,
assignments,  bills  of  sale,  leases,  partnership  agreements  and any  other
instruments  or documents  necessary to  effectuate  any actions which have been
approved by the  Partners or the Board of Directors  (if such  actions  require,
under the Act, the Partnership Agreement or these Partnership  Regulations,  the
approval of the Partners or the Board of Directors) or by the President (if such
actions  do not  require  under  the Act,  the  Partnership  Agreement  or these
Partnership Regulations the approval of the Partners or the Board of Directors).

                  (d)   Actions   Requiring   Board   of   Directors   Approval.
Notwithstanding  any  other  provision  of the  Partnership  Agreement  or these
Partnership  Regulations and in addition to any other actions  requiring Partner
or Board of Directors  approval as provided  herein or in the Act, the following
actions on behalf of the  Company  shall  require  the  approval of the Board of
Directors:

                           (i) the sale, lease, transfer or other disposition of
all or a material part of the Company's assets or business;

                           (ii) any  increase or decrease in the  capitalization
of the Company;

                           (iii) any  acquisition  by the  Company of the stock,
assets or business of another  corporation  or entity or any  investment  by the
Company of  corporate  funds in another  corporation  or entity,  including  the
creation of any subsidiary;

                           (iv) the admission of any new Partner to the Company;

                           (v) the  lending of Company  funds to any  Partner or
any affiliate of any Partner;

                           (vi) any guarantee by the Company of any indebtedness
or other obligation of any kind of any Partner or any affiliate of a Partner;

                           (vii)   the  entry   into,   or  any   amendment   or
modification or cancellation  of, a management,  service,  or other agreement or
contract between the Company and a Partner or its affiliates;

                           (viii) the making of a material  tax  election  under
the Code applicable to the Company unless  specifically  allowed pursuant to the
terms of these Partnership Regulations;

                           (ix) the confession of a judgment by the Company; (x)
the filing of bankruptcy by the Company;

                           (xi) the offering of any  securities  or  Partnership
Interests to third parties by the Company.

                           (xii) the incurrence of any  indebtedness,  making of
any contract (or any material amendment to any contract formerly approved in the
Company's  annual  budget or by the Board of  Directors),  making of any capital
expenditure  or  investment,  the  disposal  or pledge of  Company  property  or
settlement of any claim or litigation in an amount in excess of $5,000;

                           (xiii) the  appointment  or removal of any officer of
the Company;

                           (xiv)  the  acquisition,  expansion  or  disposal  of
facilities of the Company;

                           (xv) any other  agreement  which would  substantially
affect the operation of the Company.

Notwithstanding  the  preceding  provisions  of  this  subparagraph  (d)  to the
contrary,  the  approval of the Board of  Directors  shall not be required  with
respect to any of the actions listed above if such actions have been approved in
writing by Partners holding a majority of the Units.

                  (e)      General.

                           (i)  Removal.  Any officer may be removed at any time
by a  majority  vote  of  the  Board  of  Directors  whenever  in the  Board  of
Directors's  best  judgment  the best  interests  of the Company  will be served
thereby,  but such removal will be without  prejudice to the contract rights, if
any, of the person so removed.  Election or  appointment of an officer shall not
in itself create contract rights.

                           (ii) Resignation. Any officer may resign at any time,
subject to the rights or obligations  under any existing  contracts  between the
officer and the Company,  by giving written notice to the President or the Board
of Directors.  An officer's  resignation shall take effect at the time specified
in the notice, and unless otherwise  specified  therein,  the acceptance of such
resignation shall not be necessary to make it effective.

                           (iii)  Vacancies.  A vacancy in any  office,  however
occurring,  may be filled by the  Board of  Directors  as  provided  in  Section
3.3(a)(ii) for the unexpired portion of the term.

                           (iv) Indemnification. The Company shall indemnify the
Directors, officers, and Partners to the extent set forth in Article IV.

         III.4 Committees of the Board of Directors.  The Board of Directors may
designate  one or more  committees,  each of which shall be  comprised of one or
more of its members,  and may  designate one or more of its members as alternate
members of any committee,  who may,  subject to any  limitations  imposed by the
Board of Directors,  replace  absent or  disqualified  members at any meeting of
that  committee.  Any such  committee,  to the extent provided in the resolution
establishing  it, shall have and may exercise all of the  authority  that may be
exercised  by the  Board of  Directors.  Regular  and  special  meetings  of any
committee may be held on such dates, at such times and upon such notice (if any)
as shall be provided in the  resolution  establishing  such committee or, if not
addressed  in such  resolution,  as may be  determined  by the  members  of such
committee. The Board of Directors may dissolve any committee at any time.

                                   ARTICLE IV
                                 INDEMNIFICATION

         IV.1  Liability of Director or Officer of the Company for Certain Acts.
Each Director and officer of the Company shall  exercise such person's  business
judgment in managing the business, operations and affairs of the Company. Absent
fraud,  deceit,  gross  negligence,  willful  misconduct  or a wrongful  taking,
neither a Director nor an officer of the Company shall be liable or obligated to
the  Partners or to the Company  for any  mistake of fact or  judgment,  for the
doing of any act, or for the failure to do any act in  conducting  the business,
operations  and affairs of the Company  which may cause or result in any loss or
damage to the  Company or its  Partners.  No  Director or officer of the Company
guarantees the return of the Partners' capital contributions or a profit for the
Partners  from the  operations  of the  Company.  No  Director or officer of the
Company shall be responsible to any Partner  because of a loss of such Partner's
investment,  unless the loss shall  have been the  result of the  Director's  or
officer's fraud,  deceit,  gross  negligence,  willful  misconduct or a wrongful
taking.  Neither the  Directors nor officers of the Company shall be jointly and
severally liable for fraud,  deceit,  gross  negligence,  willful  misconduct or
wrongful taking, but each such person shall only be liable for such person's own
actions and omissions.

         IV.2  Indemnification of Director, Officer and Partners of the Company.

                  (a) Right to Indemnification.  The Company shall indemnify, to
the  fullest  extent   permitted  by  law  (including   without   limitation  in
circumstances  in which, in the absence of this Section 4.2(a),  indemnification
would  be  discretionary  under  the  laws of Texas or  limited  or  subject  to
particular  standards  of conduct  under such laws) each  Director,  officer and
Partner of the Company  against all costs,  expenses  and  liability,  including
reasonable  attorneys' fees,  incurred in connection  with,  relating to or as a
result of any action, suit or proceeding to which a Director, officer or Partner
of the Company may be involved or made a party by reason of being or having been
a Director,  officer or Partner of the Company, or while a Director,  officer or
Partner of the  Company,  is or was  serving at the  request of the Company as a
manager, director,  officer, partner, trustee,  employee,  fiduciary or agent of
any other  domestic  or  foreign  limited  liability  partnership,  corporation,
partnership,  joint  venture,  trust,  employee  benefit plan or other entity or
enterprise.

                  (b) Advancement of Expenses.  In the event of any action, suit
or proceeding in which a Director, officer or Partner of the Company is involved
or which  may give  rise to a right of  indemnification  under  Section  4.2(a),
following written request to the Company by the Director,  officer or Partner of
the Company, the Company shall pay to such Director,  officer or Partner, to the
fullest extent permitted by law (including  without  limitation in circumstances
in which, in the absence of this Section  4.2(b),  advancement of expenses would
be  discretionary  under the laws of Texas or limited  or subject to  particular
standards of conduct under such laws), amounts to cover expenses incurred by the
Director, officer or Partner in, relating to or as a result of such action, suit
or proceeding in advance of its final disposition.

                  (c)  Settlements.  The Company  shall not be liable under this
Section 4.2 for any amounts paid in settlement of any action, suit or proceeding
effected  without the approval of the Board of Directors.  The Company shall not
settle  any  action,  suit or  proceeding  in any manner  that would  impose any
penalty or limitation on a Director,  officer or Partner of the Company  without
the  Director,  officer  or  Partner's  written  consent.  Consent to a proposed
settlement of any action, suit or proceeding shall not be unreasonably  withheld
by the Board of Directors.

                  (d) Liability Insurance. The Company may purchase and maintain
insurance  on behalf of any person who is or was a Director,  officer or Partner
of the  Company  or who is or was  serving at the  request  of the  Company as a
manager, director,  officer, partner, trustee,  employee,  fiduciary or agent of
any  other  domestic  or  foreign   limited   partnership,   limited   liability
partnership,  corporation,  partnership,  joint venture, trust, employee benefit
plan or other entity or enterprise  against any liability  asserted  against and
incurred by a Director,  officer or Partner of the Company in any such  capacity
or arising out of a Director,  officer or Partner's  status as such,  whether or
not the  Company  would have the power to  indemnify  such person  against  such
liability  under the  provisions  of this  Section.  Any such  insurance  may be
procured  from any  insurance  company  designated  by the  Board of  Directors,
whether  such  insurance  company is formed under the laws of Texas or any other
jurisdiction of the United States or elsewhere.

                  (e) Other Rights and Remedies.  The rights to  indemnification
and advancement of expenses provided in this Section shall be in addition to any
other rights a Director, officer or Partner of the Company may have or hereafter
acquire  under any law,  provision of the  Partnership  Agreement,  any other or
further  provision  of  these  Partnership  Regulations,  vote of the  Board  of
Directors,  agreement or otherwise.  The Company shall have the right, but shall
not be obligated,  to indemnify or advance  expenses to any employee or agent of
the Company in accordance with and to the fullest extent permitted by law.

                  (f)  Applicability and Effect.  The rights to  indemnification
and advancement of expenses provided in this Section shall be applicable to acts
or omissions that occurred prior to the adoption of this Section, shall continue
as to any  Director,  officer or Partner of the  Company  during the period such
Director, officer or Partner serves in any one or more of the capacities covered
by this Section,  shall continue thereafter so long as the Director,  officer or
Partner may be subject to any possible  action,  suit or proceeding by reason of
the fact that the Director,  officer or Partner served in any one or more of the
capacities covered by this Section, and shall inure to the benefit of the estate
and personal  Directors of each such person.  Any repeal or modification of this
Section or of any  provision  hereof shall not affect any rights or  obligations
then existing.  All rights to indemnification under this Section shall be deemed
to be provided by a contract  between the Company and each Director,  officer or
Partner of the Company.

                  (g)  Limitation on Partners'  Liability.  The  indemnification
provided for in this  Section  shall in no event cause the Partners to incur any
liability,  nor shall it result in any  liability  of the  Partners to any third
party.


                                    ARTICLE V
                         MEETINGS OF BOARD OF DIRECTORS

         V.1 Meetings.  Meetings of the Board of Directors may be called for any
purpose,  unless otherwise prescribed by statute, by the President or any of the
Directors.

         V.2 Place of Meetings.  The Directors  may designate any place,  either
within or outside the State of Texas,  as the place of meeting for meetings.  If
no designation  is made,  the place of meeting shall be the principal  office of
the Company in the State of Texas. Directors may participate in such meetings by
means of conference telephone and similar  communications  equipment by means of
which  all  Persons  participating  in the  meeting  can hear  each  other,  and
participation  in a meeting as  provided  herein  shall  constitute  presence in
person at such 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.

         V.3 Notice of  Meetings.  The Chairman of the Board of  Directors,  the
President  or the  Person(s)  calling the meeting  shall  cause  written  notice
stating  the place,  day and hour of the  meeting  and, in the case of a special
meeting,  the purpose for which the meeting is called to be  delivered  not less
than two (2) days before the date of the meeting,  either personally or by mail,
to each Director entitled to vote at such meeting.  If mailed, such notice shall
be deemed to be given two  business  days  following  when it  deposited  in the
United  States  mail,  addressed  to the  Director at such  Director's  business
address as set forth in the records of the Company,  with postage prepaid.  If a
meeting is adjourned to another  place or time,  notice need not be given of the
adjourned  meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken.

         V.4 Meetings of All  Directors.  If all of the Directors  shall meet at
any time and place,  either within or outside of the State of Texas, and consent
to the holding of a meeting at such time and place,  such meeting shall be valid
without call or notice, and any action taken at such meeting shall be lawful.

         V.5 Quorum.  A quorum  shall  consist of a majority  of the  Directors;
provided that in the event of a quorum not being present,  such meeting shall be
adjourned  to a date one (1) day after the date of such  meeting but at the same
time and location and any Directors  then in attendance  shall be deemed to be a
quorum.

         V.6 Manner of Acting. If a quorum is present,  the majority vote of the
Directors  entitled  to  vote  on the  subject  matter  shall  be the act of the
Partners.

         V.7 Action by Directors Without a Meeting. Action required or permitted
to be taken at a meeting of the Board of  Directors or the Board of Managers may
be taken without a meeting if the action is evidenced by written consents signed
by all Directors or Managers entitled to vote.

         V.8 Waiver of Notice.  When any notice is  required  to be given to any
Director,  a waiver  thereof in writing  signed by the person  entitled  to such
notice,  whether  before,  at,  or  after  the  time  stated  therein,  shall be
equivalent to the giving of such notice. By attending a meeting, a Director: (a)
waives  objection to lack of notice or defective  notice of such meeting  unless
the  Director,  at the  beginning of the meeting,  objects to the holding of the
meeting or the transaction of business at the meeting,  and (b) waives objection
to consideration  at such meeting of a particular  matter not within the purpose
or purposes  described in the notice of such meeting unless the Director objects
to considering the matter when it is presented.

         V.9 Conduct of Meetings.  All meetings of the Board of Directors  shall
be presided  over by the chairman of the  meeting,  who shall be a member of the
Board of Directors.  The chairman of any meeting of the Board of Directors shall
determine the order of business and the procedure at the meeting, including such
regulation  of the manner of voting and the  conduct  of  discussion  as seem in
order to him or her.

                                   ARTICLE VI
                  CONTRIBUTIONS TO CAPITAL AND CAPITAL ACCOUNTS

         VI.1     Capital Contributions.

                  (a) As a result of the Conversion, each Partner contributed to
the capital of the Company his proportionate interest in the assets and business
of the Predecessor Entity. As a result of the Conversion,  each Partner received
his or her Partnership  interest and the Units described on Schedule A, attached
hereto.

                  (b) If the  Board  of  Directors  determines  that  additional
capital  contributions are needed to carry out the purposes of the Company,  the
Board of  Directors  may  request  that the  Partners  make  additional  cash or
property Capital Contributions to the Company to purchase additional Units to be
issued by the  Company.  No Partner  shall be  required  to make any  additional
Capital Contribution without the written consent of all the Partners.

                  (c)  No  Partner   shall  be  paid  interest  on  any  Capital
Contribution to the Company.

         VI.2     Units.

                  (a)  Each   Partner's   interest  in  the  Company   shall  be
represented by units of Partnership  Interest  denoted as Units. The Units owned
by the Partners in the Company immediately after the Conversion are set forth on
the attached  Schedule A. Subject to the  provisions of Section 8.3,  additional
Partners  shall  receive the number of Units  determined  by the  Partners.  The
number of Units issued to an additional  Partner,  and the Capital  Contribution
required for the issuance of such Units,  shall be within the sole discretion of
the Partners.

                  (b) The  Board  of  Directors,  in its  discretion,  shall  be
empowered  to determine  the form of any stock  certificate  that will  evidence
Units of the Company.

         VI.3     Withdrawal or Reduction of Partners' Contributions to Capital.

                  (a) A Partner shall not receive out of the Company's  property
any  part of his or her  Capital  Contributions  until  all  liabilities  of the
Company,  except  the  liabilities  to  Partners  on  account  of their  Capital
Contributions,  have  been  paid  or  there  remains  property  of  the  Company
sufficient to pay such liabilities.

                  (b) No  Partner  shall have the right to  withdraw  all or any
part of his or her Capital Contribution, except as may be otherwise specifically
provided  in these  Partnership  Regulations.  Under  circumstances  involving a
return of any Capital Contributions,  no Partner shall have the right to receive
property other than cash.

                  (c) No Partner  shall have  priority  over any other  Partner,
either as to the return of Capital  Contributions  or as to  Profits,  Losses or
distributions;  provided  that  this  subsection  shall  not  apply to loans (as
distinguished  from  Capital  Contributions)  which a  Partner  has  made to the
Company.

         VI.4  Liability of Partners.  No Partner shall be liable for the debts,
liabilities  or  obligations  of the  Company.  No Partner  shall be required to
contribute any funds to the capital of the Company,  or to loan any funds to the
Company.

         VI.5 Deficit  Capital  Accounts.  No Partner will be required to pay to
the Company,  to any other  Partner,  or to any third party any deficit  balance
which may exist from time to time in the Partner's Capital Account.

                                   ARTICLE VII
                ALLOCATIONS, DISTRIBUTIONS, ELECTIONS AND REPORTS

         VII.1 Allocations of Profits and Losses.  The Profits and Losses of the
Company for each Fiscal Year shall be allocated among the Partners in accordance
with the rules applicable to S corporations for federal income tax purposes. Any
credit  available for federal income tax purposes  shall be allocated  among the
Partners in the same manner.

         VII.2  Distributions.  All  distributions  of  any  nature  whatsoever,
including, without limitation, partial returns of capital, profit distributions,
refinancing proceeds and liquidating distributions,  shall be made solely to the
Partners,  in proportion to their  respective  Units and without regard to their
Capital Account balances, so that, with respect to each such distribution,  each
Partner  or other  holder  of Units  will  receive  an equal  dollar  amount  of
distribution per Unit held as of the record date of such distribution.  Anything
in the Partnership  Agreement or these  Partnership  Regulations to the contrary
notwithstanding, each Unit shall confer upon the holder thereof identical rights
to distribution and liquidation  proceeds from the Company.  Distributions shall
be made if approved by the Board of Directors;  provided,  however,  anything in
these Partnership Regulations to the contrary  notwithstanding,  the Partnership
shall make the Minimum  Distributions,  as hereinafter  defined, to the Partners
each year in order to provide  the funds for the  Partners  to pay the  federal,
estate and local income taxes imposed on the income of the Partnership allocated
to the Partners.

                  (a)  The  "Minimum  Distributions"  for a year  shall  be such
distributions  to  Partners  or other  holders of Units so that each  Partner or
other  holder  of Units  will  receive  at least  the  amount  of his or her Tax
Distribution Amount, as hereinafter defined, for such year.

                  (b) To carry out the  obligation  to  distribute  the  Minimum
Distributions,  Net  Operating  Cash  Flow,  as  hereinafter  defined,  shall be
distributed  to the Partners or other  holders of Units in  accordance  with the
provisions  of  this  Section  7.2 at  least  a  reasonable  period  before  the
respective  Partners  or  other  holders  of Units  are  required  to pay  their
estimated and final  federal,  state and local income taxes on the income of the
Partnership  allocated to the Partners or other  holders of Units.  The Board of
Directors,  in its  discretion,  may  authorize the  distribution  of additional
amounts of Net  Operating  Cash Flow to the Partners or other  holders of Units.
Notwithstanding the foregoing, no distribution of the Net Operating Cash Flow of
the Partnership  shall be made if and to the extent that, after the distribution
is made, the liabilities of the  Partnership  shall exceed the fair market value
of the assets of the Partnership.

                  (c) For  purposes  of making the  Minimum  Distributions,  Net
Operating  Cash Flow for each  calendar  year or other  taxable  period shall be
distributed among the Partners or other holders of Units so that each Partner or
other  holder of Units  receives an equal amount per Unit held until the Minimum
Distributions  have been made;  i.e.,  each Partner or other holder of Units has
received at least such party's Tax Distribution Amount.

                           (i) The "Tax  Distribution  Amount"  of a Partner  or
other holder of Units for a year shall be an amount equal to the greater of: (1)
the combined  federal and state  income tax on the amount of such party's  Total
Taxable Income, as hereinafter  defined, for such period, which combined federal
and state income tax shall be  calculated  using the highest  combined tax rates
for  individuals  under  federal  and state law after  taking  into  account any
deductibility of such taxes on any other tax return; or (2) the combined federal
alternative minimum tax (as imposed by Sections 55 through 59 of the Code or the
subsequent  equivalent of such provisions) on the amount of such party's federal
alternative  minimum  taxable income and state income tax on the amount of state
taxable income or state  alternative  minimum taxable  income,  as applicable to
individuals, on the amount of such party's Total Taxable Income for such period,
which  combined  federal  alternative  minimum tax and state income tax shall be
calculated using the highest combined federal  alternative  minimum tax rate and
either  state  alternative  minimum  tax rates or state  income  tax  rates,  as
applicable to individuals,  after taking into account any  deductibility of such
taxes on any other tax return.

                           (ii)  In  the  event  Net  Operating   Cash  Flow  is
insufficient to distribute the Minimum Distributions for a year, such deficiency
shall be satisfied in the first subsequent calendar year that Net Operating Cash
Flow is available.

                           (iii) For purposes of this Agreement,  "Total Taxable
Income" means the net amount of taxable income of the Partnership allocated to a
Partner or other holder of Units for such period,  including without  limitation
the  allocation  to such party of all items of  income,  gains,  deductions  and
losses  required to be  separately  stated and  allocated  among the Partners or
other holders of Units for income tax purposes.

                           (iv)  In  the  event  that a  self-employment  tax or
similar  tax is imposed on a Partner or other  holder of Units based in whole or
in part on such party's  allocable  share of  Partnership  net income,  such tax
shall be deemed to constitute an income tax and the tax rate  applicable to such
self-employment or similar tax (taking into account the  deductibility,  if any,
of such  self-employment  or similar tax) shall be added to, and treated as such
constituent  part of, the income tax rate (and, if applicable,  the  alternative
minimum tax rate) of the applicable tax jurisdiction.

                  (d) "Net  Operating  Cash  Flow"  shall be  determined  in the
discretion  of the Board of Directors,  but generally  shall mean the gross cash
proceeds from  Partnership  operations less the portion thereof  required to pay
Partnership expenses less any reserves established by the Board of Directors for
direct operating expenses, taxes, maintenance,  insurance, capital expenditures,
repairs and other items deemed  reasonable  and necessary for the  Partnership's
business operations.  In addition, Net Operating Cash Flow shall include any net
cash proceeds  received from the sale,  financing or  refinancing of Partnership
assets.

         VII.3 Tax  Withholdings.  To the extent  the  Company  is  required  by
federal,  state  or  local  law or any tax  treaty  to  withhold  or to make tax
payments on behalf of or with respect to any Partner, the Company shall withhold
such  amounts  and make such tax  payments  as so  required.  The amount of such
payments shall constitute an advance by the Company to such Partner and shall be
repaid to the Company by reducing  the amount of the current or next  succeeding
distribution  or  distributions  which  would  otherwise  have been made to such
Partner or, if such  distributions  are not sufficient  for that purpose,  by so
reducing the proceeds of  liquidation  otherwise  payable to such Partner or, if
such proceeds are insufficient, such Partner shall pay to the Company the amount
of such insufficiency.

         VII.4  Limitation  Upon  Distributions.  The  Company  may  not  make a
distribution to its Partners to the extent that, immediately after giving effect
to the distribution,  all liabilities of the Company,  other than liabilities to
Partners with respect to their  interests and liabilities for which the recourse
of creditors is limited to  specified  property of the Company,  exceed the fair
value of the Company's  assets,  except that the fair value of the property that
is subject to the liability for which  recourse of creditors is limited shall be
included  in the  Company  assets  only to the extent that the fair value of the
property exceeds that liability.

         VII.5  Accounting  Principles.  The net income of the Company  shall be
determined  in accordance  with  accounting  principles  applied on a consistent
basis and  adequate  for the  Company  business  as  determined  by the Board of
Directors.

         VII.6 Records and Reports. At the expense of the Company,  the Board of
Directors shall maintain records and accounts of all operations and expenditures
of the Company.  At a minimum,  the Company shall keep at its principal place of
business the following records:

                  (a) A current list that states:

                           (i) The name and mailing address of each Partner; and

                           (ii) The Units owned by each Partner;

                  (b)  Copies of the  federal,  state and local  information  or
income tax returns for each of the Company's six most recent tax years;

                  (c) A copy of the Partnership  Agreement and these Partnership
Regulations,  all amendments or  restatements,  executed copies of any powers of
attorney, and copies of any document that creates, in the manner provided by the
Partnership  Agreement or these  Partnership  Regulations,  classes or groups of
Partners;

                  (d) Correct and  complete  books and records of account of the
Company; and

                  (e) Any other books,  records or documents required by the Act
or other applicable law.

         VII.7 Returns and Other  Elections.  The Board of Directors shall cause
the preparation and timely filing of all tax returns required to be filed by the
Company  pursuant to the Code and all other tax  returns  deemed  necessary  and
required in each jurisdiction in which the Company does business. Copies of such
returns, or pertinent information therefrom,  shall be furnished to the Partners
within a  reasonable  time  after  the end of each  Fiscal  Year of the  Company
considering  any  extensions  of time for filing  that may be  obtained by or on
behalf of the Company.  All elections  permitted to be made by the Company under
federal or state laws shall be made by an officer of the Company  authorized  to
do so by the Board of Directors.

                                  ARTICLE VIII
                                 TRANSFERABILITY

         VIII.1   Restrictions on Transfer of Interests in the Company.

                  (a) A Partner shall not attempt to transfer nor make or suffer
any Disposition of all or any part of his Units,  except in accordance with this
Article VIII.

                  (b) Notwithstanding anything to the contrary contained herein,
unless all of the Partners  shall consent in writing or unless such  Disposition
constitutes a Permitted  Disposition  under Section 1.1(p)(i) or (ii) hereof, no
Partner shall make or suffer any Disposition of all or any portion of his or her
Units to any person other than a Permitted Transferee, as hereinafter defined. A
Partner shall be entitled to sell,  transfer or assign all or any portion of his
or her Units to one or more Permitted  Transferees without obtaining the consent
of any other Partner. For purposes of these Partnership Regulations,  "Permitted
Transferee"  means and includes (i) an individual  who is already a Partner,  or
(ii) an individual who is a child of a Partner.

                  (c) The  Partners  agree that the holding and  disposition  of
their  respective  Units shall be subject to and  governed by all  existing  and
effective  agreements in effect  immediately prior to the Conversion,  with such
agreements  being  applied to the Units with the same effect as such  agreements
were  applicable to the  outstanding  shares of capital stock of the Predecessor
Entity.

         VIII.2   Assignees.

                  (a) The  Company  shall  not  recognize  for any  purpose  any
purported  sale,  assignment  or  transfer  of all or any portion of a Partner's
Units  unless the  assigning  Partner  complies  with all of the  provisions  of
Article  VIII,  all costs of such  assignment  have  been paid by the  assigning
Partner and there is filed with the Company a written and dated  notification of
such  sale,   assignment  or  transfer,   in  satisfactory  form,  executed  and
acknowledged  by both the seller,  assignor  or  transferor  and the  purchaser,
assignee or transferee and such  notification  (i) contains the agreement by the
purchaser, assignee or transferee to be bound by all the terms and provisions of
these Partnership  Regulations and (ii) represents that such sale, assignment or
transfer  was  made in  accordance  with all  applicable  securities  laws,  the
Partnership Agreement and these Partnership  Regulations  (including suitability
standards) and Section 8.1(b) hereof. Any sale,  assignment or transfer shall be
recognized  by the  Company  as  effective  on  the  date  of  receipt  of  such
notification by the Company.

                  (b) Unless an assignee  becomes a Partner in  accordance  with
the  provisions  set forth below,  such assignee shall not be entitled to any of
the  rights  granted  to a Partner  hereunder,  other  than the right to receive
allocations  of income,  gain,  loss,  deduction,  credit and similar  items and
distributions to which the assignor would otherwise be entitled.

                  (c) Any Partner  who  assigns  all his or her  interest in the
Company shall cease to be a Partner, except that, unless and until a substituted
Partner has been admitted into the Company,  such assigning Partner shall retain
the statutory rights of an assignor of a Partner's interest under the Act.

                  (d) A person who is the assignee of all or any fraction of the
interest of a Partner, but does not become a substituted Partner, and desires to
make a  further  assignment  of  such  interest,  shall  be  subject  to all the
provisions  of this  Article  and  Article IX to the same extent and in the same
manner as any Partner desiring to make an assignment of his or her interest.

         VIII.3   Substituted and Additional Partners.

                  (a) With the written  consent of all  Partners,  each  Partner
shall have the right to  substitute  in his or her place a purchaser,  assignee,
transferee,  donee,  heir, legatee or other recipient (a "Transferee") of all or
any portion of the Units held by such Partner,  provided that such substitution,
and  admittance to the Company as a substituted  Partner,  shall be effective at
such time as the Transferee satisfies the conditions set forth in Section 8.2(a)
hereof.

                  (b) Any person may, subject to the terms and conditions of the
Partnership  Agreement and these Partnership  Regulations,  become an additional
Partner  in the  Company  by the  issuance  by the  Company  of new Units in the
Company for such  consideration and upon such terms as the Partners,  by written
consent  of all of  the  Partners,  shall  determine.  In  order  to  become  an
additional Partner, a person shall be required to enter into a written agreement
with the  Company in which  such  person (i) agrees to be bound by all the terms
and provisions of the Partnership  Agreement and these Partnership  Regulations,
and (ii) agrees to the capital contribution(s) to be made to the Company by such
person  and such  other  terms  and  conditions  as shall be  determined  by the
Company.

                  (c) No person shall become a substituted or additional Partner
until such person has satisfied the requirements of this Article VIII; provided,
however, that for the purpose of allocating Profits, Losses and distributions, a
person shall be treated as having become, and as appearing in the records of the
Company as, a Partner, as the case may be, on such date as the sale,  assignment
or transfer of Units to such person was  recognized  by the Company  pursuant to
Section 8.2.

         VIII.4 Continuing  Liability of Partners.  No assignment or transfer of
an interest in the Company as provided  herein,  shall  relieve the assigning or
transferring  Partner from any personal liability for outstanding  indebtedness,
liabilities,  liens and  obligations  relating to the  Company or the  Company's
assets which may exist and for which such Partner has any  liability on the date
of such assignment or transfer.

                                   ARTICLE IX
                           DISSOLUTION AND TERMINATION

         IX.1     Dissolution.

                  (a) The  Company  shall  be  dissolved  upon the  election  to
dissolve the Company by a Majority in Interest of the Partners.

                  (b) Upon dissolution of the Company,  the business and affairs
of the  Company  shall  terminate,  and  the  assets  of the  Company  shall  be
liquidated under this Article IX.

                  (c)  Dissolution  of the Company  shall be effective as of the
day on which the event occurs  giving rise to the  dissolution,  but the Company
shall not terminate until there has been a winding up of the Company's  business
and affairs,  and the assets of the Company have been distributed as provided in
Section 9.2.

                  (d) Upon  dissolution  of the Company,  the Board of Directors
may cause any part or all of the assets of the Company to be sold in such manner
as the Board of Directors shall determine in an effort to obtain the best prices
for such assets;  provided,  however, that the Board of Directors may distribute
assets of the Company in kind to the Partners to the extent practicable.

                  (e) The Company shall not dissolve  upon the death,  insanity,
retirement, resignation,  withdrawal, expulsion, bankruptcy, legal incapacity or
dissolution  of  any  Partner,  or  the  occurrence  of any  other  event  which
terminates the continued status of any Partner as a partner in the Partnership.

         IX.2  Distribution  of Assets Upon  Dissolution.  In settling  accounts
after  dissolution,  the assets of the  Company  shall be paid in the  following
order:

                  (a) First, to creditors,  in the order of priority as provided
by law,  except  those to Partners  of the  Company on account of their  Capital
Contributions; and

                  (b) Second,  to the Partners in respect of their  interests in
capital and accumulated  earnings,  by making  distributions  to the Partners or
their assignees in proportion to the issued and outstanding Units.

                                    ARTICLE X
                              MEETINGS OF PARTNERS

         X.1 Place and Manner of Meetings. All meetings of the Partners shall be
held at the  principal  office of the Company or at such other  place  within or
without the State of Texas as may be determined by a Majority in Interest of the
Partners  and set forth in the  respective  notice or  waivers of notice of such
meeting.  Partners  may  participate  in such  meetings  by means of  conference
telephone  and similar  communications  equipment  by means of which all Persons
participating in the meeting can hear each other, and participation in a meeting
as provided herein shall constitute waiver of notice of the same and presence in
person at such 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.

         X.2 Special Meetings of Partners.  Special meetings of the Partners may
be  called  by the  holders  of not less than  twenty  percent  (20%) of all the
Partnership  Interests.  Business  transacted at all special  meetings  shall be
confined to the purpose stated in the notice;  provided  however that the notice
of special  meetings may state that the meeting may consider the  transaction of
such other business as may properly come before the meeting.

         X.3 Notice of Meetings of Partners.  Written or printed  notice stating
the place, day and hour of the meeting and, in the case of special meetings, 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 discretion of the Person calling the
meeting, to each Partner of record entitled to vote at such meeting.

         X.4  Quorum.  A  Majority  in  Interest  of the  Partners  present at a
meeting, in person or by proxy, shall constitute a quorum at all meetings of the
Partners, except as otherwise provided by law or the Partnership Agreement. Once
a quorum is present at the meeting of the Partners,  the  subsequent  withdrawal
from the  meeting of any  Partner  prior to  adjournment  or the  refusal of any
Partner to vote shall not affect the  presence of a quorum at the  meeting.  If,
however,  such quorum shall not be present at any meeting of the  Partners,  the
Partners  entitled to vote at such  meeting  shall have the power to adjourn the
meeting  from  time to time,  without  notice  other  than  announcement  at the
meeting,  until the holders of the  requisite  amount of  Partnership  Interests
shall be present or  represented.  At any  meeting  of the  Partners  at which a
quorum is present,  the vote of the holders of a Majority in Interest of all the
Partners  present,  in  person or by  proxy,  shall be the act of the  Partners,
unless  the  vote of a  greater  number  is  required  by law,  the  Partnership
Agreement or these Partnership  Regulations.  Any vote may be taken viva voce or
by show of hands unless someone entitled to vote objects,  in which case written
ballots shall be used.

         X.5  Registered  Partners.  The Company  shall be entitled to treat the
holder of record of any Partnership  Interest as the holder of such  Partnership
Interest for all purposes,  and accordingly  shall not be bound to recognize any
equitable or other claim to or interest in such Partnership Interest on the part
of any other  Person,  whether or not it shall have  express or other  notice of
such  claim  or  interest,  except  as  expressly  provided  by the  Partnership
Agreement, these Partnership Regulations or the laws of Texas.

         X.6 Proxies.  A Partner may vote either in person or by proxy  executed
in writing by the Partner. A telegram, telex, cablegram, or similar transmission
by  the  Partner,  or  a  photographic,   photostatic,   facsimile,  or  similar
reproduction  of a writing  executed by the  Partner  shall be treated as having
been executed in writing for purposes of this Section.

         X.7 Conduct of Meetings. All meetings of the Partners shall be presided
over by the  chairman of the  meeting,  who shall be a Partner  designated  by a
Majority in Interest of the  Partners.  The  chairman of any meeting of Partners
shall  determine  the  order  of  business  and the  procedure  at the  meeting,
including such  regulation of the manner of voting and the conduct of discussion
as seem in order to him or her.

         X.8 Fixing Record Dates for Matters Other than Consents to Actions. The
Partners  may fix in  advance  a record  date  for the  purpose  of  determining
Partners  entitled to notice of or to vote at a meeting of the  Partners  (other
than determining  Partners entitled to consent to action by Partners proposed to
be taken without a meeting of Partners), the record date to be not less than ten
(10) nor more than sixty (60) days prior to said meeting.  In the absence of any
action by the Partners,  the date upon which the notice of the meeting is mailed
shall be the record date.

         X.9 Fixed  Record  Dates for  Consents to Action.  Unless a record date
shall have previously  been fixed or determined  pursuant to Section 5.9 hereof,
whenever  action by  Partners  is  proposed  to be taken by  consent  in writing
without a meeting of Partners, if provided for by these Partnership Regulations,
the Partners may fix a record date for purposes of determining Partners entitled
to consent to that action, which record date shall not precede, and shall not be
more than ten (10) days  after,  the date upon which the  resolution  fixing the
record date as adopted by the Partners.  If no record date has been fixed by the
Partners  and the prior  action by the  Partners is not required by the Act, the
record date for  determining  Partners  entitled to consent to action in writing
without a  meeting  shall be the first  date on which a signed  written  consent
setting  forth the action  taken or  proposed  to be taken is  delivered  to the
Company by delivery to its registered  office,  its principal place of business,
or a Partner of the Company having custody of the books in which  proceedings of
meetings of Partners are recorded.  Delivery shall be by hand or by certified or
registered mail, return receipt requested.  Delivery to the Company's  principal
place of business shall be addressed to any Partner of the Company. If no record
date has been fixed by the Partners and prior action of the Partners is required
by statute,  the record  date for  determining  Partners  entitled to consent to
action in writing  without a meeting  shall be at the close of  business  on the
date on which the Partners adopt a resolution taking such prior action.

         X.10 Actions  Without a Meeting.  Any action  required by the Act to be
taken at a  meeting  of the  Partners,  or any  action  which  may be taken at a
meeting of the Partners,  may be taken without a meeting,  without prior notice,
and  without a vote,  if a consent or consents  in  writing,  setting  forth the
actions  setting  forth the  action so taken,  shall be signed by the  holder or
holders of  Partnership  Interests  having not less than the minimum  percentage
share of Partnership  Interests that would be necessary to take such action at a
meeting at which the holders of all of Partnership Interests entitled to vote on
the action  were  present  and voted.  Every  written  consent  pursuant to this
Section shall be signed,  dated,  and  delivered in the manner  required by, and
shall become effective at the time and remain effective for the period specified
by, the Act. A telegram, telex, cablegram, or similar transmission by a Partner,
or a photographic,  photostatic, facsimile, or similar reproduction of a writing
signed by a Partner  shall be regarded as signed by the Partner for  purposes of
this Section.  Prompt  notice of the taking of any action by Partners  without a
meeting by less than unanimous  written consent shall be given to those Partners
who do not consent in writing to the action.

         X.11 Nature of Partnership Interest. A Partnership Interest is personal
property. A Partner shall have no interest in specific property of the Company.

                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS

        XI.1 Notices. Any notice, demand or communication  required or permitted
to be given by any provision of the Partnership  Agreement or these  Partnership
Regulations  shall be deemed to have been  sufficiently  given or served for all
purposes if delivered  personally  to the party or to an officer of the party to
whom the same is directed or, if sent by registered or certified  mail,  postage
and charges prepaid,  addressed to the Partner's and/or Company's  address as it
appears in the Company's records,  as appropriate.  Except as otherwise provided
herein,  any such notice shall be deemed to be given three  business  days after
the date on which the same was  deposited in a regularly  maintained  receptacle
for the deposit of United States mail, addressed and sent as aforesaid.

        XI.2 Waiver of Notice.  Whenever,  by statute, the Partnership Agreement
or these Partnership Regulations, notice is required to be given to any Partner,
a waiver  thereof in writing  signed by the Person or Persons  entitled  to such
notice,  whether  before  or after  the time  stated  in such  notice,  shall be
equivalent  to the giving of such notice.  Attendance  of a Partner at a meeting
shall  constitute  a waiver of notice of such  meeting,  except  where a Partner
attends 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.

        XI.3  Application  of Texas Law.  The  Partnership  Agreement  and these
Partnership  Regulations and the application or interpretation  hereof, shall be
governed  exclusively by the laws of the State of Texas,  and  specifically  the
Act,  provided  that the  provisions  of the  Partnership  Agreement  and  these
Partnership  Regulations  shall override the provisions of the Act to the extent
allowed by law.

        XI.4  No  Action  for  Partition.  No  Partner  shall  have any right to
maintain any action for partition with respect to the property of the Company.

        XI.5   Headings  and  Sections.   The  headings  in  these   Partnership
Regulations  are  inserted  for  convenience  only and are in no way intended to
describe,  interpret,  define,  or limit  the  scope,  extent or intent of these
Partnership  Regulations or any provision  hereof.  Unless the context  requires
otherwise,  all  references  in these  Partnership  Regulations  to  Sections or
Articles  shall be deemed to mean and refer to  Sections  or  Articles  of these
Partnership Regulations.

        XI.6 Amendment of  Partnership  Agreement and  Partnership  Regulations.
These Partnership  Regulations amend the Partnership  Agreement.  In case of any
conflict between the provisions of the Partnership  Agreement and the provisions
of  these   Partnership   Regulations,   the  provisions  of  these  Partnership
Regulations  shall  control.  Except as otherwise  expressly  set forth in these
Partnership  Regulations,  the  Partnership  Agreement  of the Company and these
Partnership  Regulations may be amended,  supplemented or restated only upon the
written  approval of a majority of the  Partners,  or in the  alternative,  upon
written  approval  by a  majority  of the  members  of the  Board of  Directors.
Notwithstanding  the foregoing,  any amendment to the  Partnership  Agreement or
these Partnership Regulations which either (i) changes the allocation of Profits
and  Losses  to  an  allocation   that  is  not  in  proportion  to  Unitholding
Percentages,  or (ii) causes any Partner to be  personally  liable for the debts
and/or  obligations of the Partnership shall require the written consent of each
affected Partner.

        XI.7  Registered  Limited  Liability  Partnership.  The  Partnership has
registered as a registered  limited  liability  partnership  pursuant to Section
3.08 of the Act. The officers and directors of the  Partnership  shall cause the
Partnership  to make such filings,  pay such filing fees and otherwise  take any
other  reasonable  measures as necessary or appropriate to maintain and continue
the status of the Partnership as a registered limited liability partnership.

        XI.8  Resignation.  Any  officer or agent of the  Company  may resign by
giving  written  notice to any remaining  Partner.  The  resignation  shall take
effect at the time specified therein.  Unless otherwise  specified therein,  the
acceptance of such resignation shall not be necessary to make it effective.

        XI.9 Numbers and Gender.  Where the context so indicates,  the masculine
shall  include  feminine and neuter,  and the neuter shall include the masculine
and feminine, the singular shall include the plural.

        XI.10  Binding  Effect.  Except  as  herein  otherwise  provided  to the
contrary,  these Partnership  Regulations shall be binding upon and inure to the
benefit of the  Partners,  their  distributees,  heirs,  legal  representatives,
executors, administrators, successors and permitted assigns.

        XI.11  Counterparts.  These  Partnership  Regulations may be executed in
multiple counterparts,  each of which shall be deemed to be an original, but all
of such counterparts shall constitute the same Partnership Regulations.

        These Partnership  Regulations were duly adopted by written agreement of
the Partners to be effective from and after December 31, 1998.

_______________                                      ____________________
Victoria Smith                                       Charlie A. Meador

Date Signed:                                         Date Signed:



_______________                                      ____________________
Stephen Smith                                        Charlie E. Meador

Date Signed:                                         Date Signed:



_______________                                      ____________________
Deanna R. Smith                                      Blake A. Meador

Date Signed:                                         Date Signed:


<PAGE>



                      Attachment to Partnership Regulations
                          of Don's Building Supply LLP

                                   SCHEDULE A

                              NAMES AND UNITS OWNED
                                 OF THE PARTNERS

-------------------------------------- -------------------- ------------------

                  Name                      Units Owned
-------------------------------------- -------------------- ------------------
        Deanna R. Smith                         2
-------------------------------------- -------------------- ------------------
        Stephen and Victoria Smith            48
-------------------------------------- -------------------- ------------------
        Charlie E. Meador                       2
-------------------------------------- -------------------- ------------------
        Blake A. Meador                         2
-------------------------------------- -------------------- ------------------
        Charlie A. Meador                     66
-------------------------------------- -------------------- ------------------
        TOTAL                                120
-------------------------------------- -------------------- ------------------

-------------------------------------- -------------------- ------------------