BYLAWS OF

	ARROW-MAGNOLIA INTERNATIONAL, INC.


	ARTICLE I

	Meeting of the Shareholders

	Section 1.  Annual Meeting; Election of Directors.  The annual meeting
of the holders of the capital stock of the Company shall be held for the
election of directors and for the transaction of such other business as may
properly come before such meeting on such date and at such tiime as may be
designated from time to time by the Board of Directors; provided however that
each such annual meeting must be held within thirteen (13) months after the
previous such annual meeting.

	Section 2.  Special Meetings.  A special meeting of the holders of the
capital stock of the Company may be called by the Chairman of the Board of
Directors or by the president or by a resolution of the Board of Directors at
any time and shall be called by the president or by the Board of Directors
whenever requested in writing so to do by any two directors or by the holders
of record of not less than one-tenth of all the issued and outstanding shares
entitled to vote at such meeting.  Business transacted at any special meeting
of shareholders shall be limited to the purposes stated in the notice of such
meeting.

	Section 3.  Place of Meeting.  All meetings of the holders of the
capital stock of the Company shall be held at such place within or without the
State of Texas as may be from time to time designated by the Board of
Directors as provided in the notice of the meeting or in any waivers of notice
thereof; provided, however, that the place of meeting for the election of
directors shall not be changed within ten (10) days next before the day on
which
the election is to be held, and at least ten (10) days before the election is
held a notice of any change in the place of such meeting shall be given to
each
person entitled to vote thereat in person or by letter mailed to the address
shown for him on the books of the Company.


	Section 4.  Notice of Meetings.  Except as otherwise provided by law,
notice of the time and place of holding each annual or special meeting of
shareholders and, in the case of a special meeting, of the purpose for which
such meeting is called, shall be written or printed and shall be sent by mail,
postage prepaid, or shall be given personally to each person entitled to vote
at such meeting not less than ten (10) days nor more than sixty (60) days
before the time fixed for such meeting.  Such notice, if mailed, shall be
addressed to each such person at the address shown for him on the books of the
Company.  No notice of an adjourned meeting of shareholders need be given
unless
expressly required by statute.

	Section 5.  Quorum.  Except as otherwise specified in the Articles of
Incorporated or provided by law, the holders of record of a majority in number
of the issued and outstanding shares of the capital stock of the Company
entitled to vote at such meeting must be present in person or by proxy at a
meeting to constitute a quorum for the transaction of business.  Whether or
not there is a quorum at any meeting of such holders, the holders of a
majority in number of such shares present and entitled to vote thereat may
adjourn the meeting from time to time.  At any such adjourned meeting at which
a
quorum is present any business may be transacted which might have been
transacted at the meeting as originally convened.

	Section 6.  Vote Necessary for Decision.  When a quorum is present at
any regular or special meeting of the shareholders, the affirmative vote of a
majority of the issued and outstanding shares of the capital stock of the
Company present at such meeting and entitled to vote thereat shall be the act
of the shareholders and shall decide any question brought before such meeting
unless by express provision of statute or of the Articles of Incorporation a
greater vote is required on a particular question, in which case the vote
required by such express provision shall be necessary to decide the particular
question.

	Section 7.  Voting.  At each meeting of the shareholders of the Company,
each holder of record of shares of capital stock of the Company who was such
holder on the date fixed by the Board of Directors as the record date as
herein provided for determining persons entitled to vote at such meeting shall
be entitled to cast, in person or by proxy, one vote for each such share held
by him on such record date and shall not be entitled to cumulate such votes.

	Neither the election of directors nor, except as may otherwise be
provided by law, any other vote of shareholders need be by ballot unless a
qualified voter present so requests.  In any vote by ballot, a ballot shall be
signed by the shareholder or proxy voting and shall state the number of shares
voted thereby.

	Treasury shares, shares of the capital stock of the Company owned by
another corporation, the majority of the voting stock of which is owned or
controlled by the Company, and shares of the capital stock of the Company held
by the Company in a fiduciary capacity shall not be voted directly or
indirectly at any meeting and shall not be counted in determining the total
number of outstanding shares at any given time.

	Shares of the capital stock of the Company standing in the name of
another corporation may be voted by such officer, agent or proxy as the Bylaws
of such corporation may authorize or, in the absence of such authorization, as
the Board of Directors of such corporation may determine.  Shares held by an
administrator, executor, guardian or conservator may be voted by him so long
as such shares forming a part of an estate are in the possession and form part
of an estate being served by him, either in person or by proxy, without a
transfer of such shares into his name.  Shares standing in the name of a
receiver may be voted by such receiver, and shares held by or under the
control of a receiver may be voted by such receiver without the transfer
thereof
into his name if authority to do so be contained in an appropriate order of
the
court by which such receiver was appointed.  A shareholder whose shares are
pledged shall be entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the pledgee shall be
entitled to vote the shares so transferred.

	Neither for the purpose of the election of directors nor for any other
purpose shall it be necessary for a vote to be counted or reported by judges
or inspectors of election.

	Section 8.  List of Shareholders Entitled to Vote.  The officer or agent
having charge of the stock transfer books of the Company shall make, at least
ten (10) days before each meeting of shareholders, a complete list of
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 (10) days prior to such meeting,
shall be kept on file at the registered office of the Company and shall be
subject to inspection by any shareholder at any time during usual business
hours.  Such list shall also be produced and left open at the time and place
of the meeting and shall be subject to the inspection of any shareholder
during
the entire time of the meeting.

	Section 9.  When a Shareholder is Deemed to be "Present".  For the
purpose of determining a quorum or the right to vote or to be heard on any
question, a holder of record of securities of any class having voting power
shall be deemed to be "present" at any meeting of the holders of such
securities if he is present in person or is represented by a proxy (i)
appointed
by an instrument in writing subscribed by or on behalf of such holder or by
his
representative thereunto duly authorized and (ii) filed with the secretary of
the meeting.

	No proxy shall be valid after eleven (11) months from the date of its
execution unless otherwise provided in the proxy.  A proxy shall be revocable
unless the proxy form conspicuously states that the proxy is irrevocable and
the proxy is coupled with an interest.

	Section 10.  Consent of Shareholders.  Any action required to be taken
at a meeting of the shareholders, or any action which may be taken at a
meeting of shareholders, may be taken without a meeting if a consent in
writing,
setting forth the action so taken, shall be signed by the holder or holders of
shares having not less than the minimum number of votes that would be
necessary
to take such action at a meeting at which all of the shareholders entitled to
vote with respect to the subject matter were present and voted, and such
consent
shall have the same force and effect as a unanimous vote of shareholders.

	ARTICLE II

	Board of Directors

	Section 1.  General Powers.  The business and affairs of the Company
shall, except as otherwise expressly provided by law or by the Articles of
Incorporation, be managed by the Board of Directors, which may exercise all
such powers of the Company and do all such lawful acts and things as are not
by statute or by the Articles of Incorporation or by these Bylaws directed or
required to be exercised or done by the shareholders.

	Section 2.  Number, Election and Term of Office.  The number of
directors shall be fixed by the Board of Directors and such number may be
increased or decreased from time to time by the Board, but no decrease shall
have the effect of shortening the term of any incumbent director.  The
directors shall be elected at each annual meeting of the shareholders.
Directors need not be residents of the State of Texas nor shareholders of the
Company.  Each director shall hold office from the date of the annual or
special
meeting of the shareholders at which he was elected until the next annual or
special meeting of such shareholders convened for the election of directors
and
until his successor shall have been duly elected and qualified or until his
death, resignation, disqualification or removal.

	Section 3.  Meetings.  At the conclusion of the annual meeting of
shareholders, the Board of Directors shall meet as soon as practicable to
appoint officers for the ensuing year and to transact such other business as
may properly come before the meeting.

	The Board by resolution may provide for the holding of other regular
meetings and may fix the time and place of holding the same.

	Special meetings of the Board of Directors shall be held whenever called
by the president or by any two directors.

	Section 4.  Place of Meetings.  The Board shall hold its meetings at
such place or places, within or without the State of Texas, as the Board of
Directors may from time to time determine or as may be designated in the
notice or in waivers of notice thereof signed by all of the directors not in
attendance at such meeting.

	Section 5.  Notice of Meetings.  Except as hereinafter provided, notice
need not be given (i) of the regular meeting of the Board of Directors held
immediately following the annual meeting of shareholders, or (ii) with respect
to an adjourned meeting if the time and place thereof are set at a meeting
duly called and adjourned, or (iii) with respect to any meeting if every
member of the Board of Directors is present.  Except as otherwise required by
law, notice of the time, place and purpose of holding each other meeting of
the
Board of Directors shall, at least seven (7) days before the day on which the
meeting is to be held, be mailed to each director, postage prepaid, addressed
to
him at his residence or his place of business or at such other address as he
may
have designated in a written request filed with the secretary of the Company,
or
shall be sent to him at such address by telegram or cablegram at least five
(5) days before the time at which such meeting is to be held.  Notice shall be
deemed to have been given when deposited in the mail or filed with the
telegraph or cable office properly addressed.

	Section 6.  Quorum and Manner of Acting; Consent.  At each meeting of
the Board of Directors not less than a majority of the total number of
directors then acting must be present to constitute a quorum for the
transaction
of business, and (except as otherwise provided by law, by the Articles of
Incorporation or by the Bylaws) the act of the majority of the directors so
present at a meeting at which a quorum is present shall constitute the act of
the Board.  Whether or not there is a quorum at any meeting, a majority of the
directors who are present may, by resolution fixing the time and place for the
holding of an adjourned meeting, adjourn the meeting and may, by similar
action, successively adjourn and readjourn the meeting until the business to
be transacted thereat shall be done.  Any action required to be taken at a
meeting of the Board of Directors, or any action which may be taken at a
meeting of the Board may be taken without a meeting if a consent in writing
setting forth the action so taken is signed by all of the members of the
Board,
and such consent shall have the same force and effect as a unanimous vote at a
meeting.  Subject to the provisions of Section 5 of Article II, members of the
Board of Directors may participate in and hold a meeting of the Board by means
of a conference telephone or similar communications equipment by means of
which
all persons participating in the meeting can hear each other, and
participation
in the meeting in this manner shall constitute presence at the 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.

	Section 7.  Resignations.  Any Director may resign at any time by giving
written notice thereof to the Chairman of the Board, to the president or to
the Board.  Such resignation shall take effect as of its date unless some
other date is specified therein, in which event it shall be effective as of
that
date.  The acceptance of such resignation shall not be necessary to make it
effective.

	Section 8.  Vacancies.  Any vacancy in the Board arising at any time,
whether through the failure of the shareholders to elect a full Board or
through any other cause (except an increase in the number of Directors in the
manner provided in Section 2 of Article II by action of the Board), shall be
filled by a vote of a majority of the Directors remaiining in office although
such majority is less than a quorum.  Any Director so appointed shall hold
office until the next annual  meeting of the shareholders and until his
successor shall have been duly elected and qualified unless sooner displaced.
A directorship to be filled by reason of an increase in the number of
Directors
also may be filled by the Board, and any Director so appointed shall hold
office only until the next election of one or more Directors by the
shareholders
and until his successor shall have been duly elected and qualified; provided
that the Board may not fill more than two (2) such directorships during the
period between any two successive annual meetings of the shareholders.  A
directorship to be filled by reason of an increase in the number of Directors
may instead be filled by election at an annual or special meeting of the
shareholders called for that purpose, and any Director so elected shall hold
office until the next annual meeting of the shareholders and until hhis
successor shall have been duly elected and qualified unless sooner displaced.

	Section 9.  Removal of Directors.  Any Director of the Company may be
removed with or without cause in the following manner:  Upon the written
request of the holders of not less than one-tenth (1/10) of all classes of
outstanding capital stock of the Company filed with the secretary of the
Company, a special meeting of the shareholders shall be convened upon not less
than thirty (30) days' notice for the election of a successor of every member
of the Board of Directors.  Such meeting shall be called, conducted and held
according to the provisions of law, the Articles of Incorporation and the
Bylaws of the Company regulating meetings held for the election of Directors,
and any person otherwise qualified may be a candidate for election as Director
at such meeting notwithstanding his service on the Board at the time of the
convening of such meeting.

	Section 10.  Compensation.  Directors shall not receive any stated
compensation for their services as such, but, subject to such limitations as
the shareholders may adopt from time to time, the Board may by resolution
authorize the payment of fees in a reasonable amount to be paid to the
Directors for attendance at meetings of the Board of Directors, of the
Executive
Committee and of other committees and at adjournments of any such meetings,
and
may determine the amount of such fees.  By resolution of the Board, Directors
may also be reimbursed for traveling expenses incurred in attending any such
meeting or adjournment.  Nothing herein contained shall be construed to
preclude
any Director from serving the Company in any other capacity or receiving
compensation for such service.

	ARTICLE III

	Executive and Other Committees

	Section 1.  Executive Committee, General Powers and Membership.  The
Board may designate by resolution or resolutions passed by a majority of the
total number of directors an Executive Committee and one or more other
committees, each committee to consist of one or more directors of the Company.
Except as otherwise expressly provided by law or by the Articles of
Incorporation of the Company or by resolution of the Board, the Executive
Committee shall have and may exercise all of the powers of the Board of
Directors in the management of the business and affairs of the Company, except
that neither the Executive Committee nor any other committee appointed by the
Board shall have the authority of the Board in reference to amending the
Articles of Incorporation, approving a plan of merger or consolidation,
recommending to the shareholders the sale, lease or exchange of all or
substantially all of the property and assets of the Company otherwise than in
the usual and regular course of business, recommending to the shareholders a
voluntary dissolution of the Company or a revocation thereof, amending,
altering or repealing the Bylaws of the Company or adopting new Bylaws for the
Company, filling vacancies in or removing members of the Board or a committee
appointed by the Board, fixing the compensation of any member of a committee
appointed by the Board, or repealing any resolution of the Board which by its
terms provides that it shall not be so amendable or repealable.  The Executive
Committee may be authorized by the Board to declare a dividend or to authorize
the issuance of shares of the Company.  The Executive Committee may have power
to authorize the seal of the Company to be affixed to all papers which may
require it, and each other committee shall have and may exercise, when the
Board
is not in session, such powers as the Board shall confer.  All action by any
committee shall be reported to the Board at its meeting next succeeding such
action and shall, insofar as the rights of third parties shall not be affected
thereby, be subject to revision and alteration by the Board.

	Section 2.  Organization.  Unless otherwise provided by resolution of
the Board, a chairman chosen by each committee from among its members shall
preside at all meetings of such committee and the secretary of the Company
shall act as secretary thereof.  In the absence of the secretary, the chairman
of such meeting shall appoint an assistant secretary of the Company or, if
none
is present, some other person to act as secretary of the meeting.

	Section 3.  Meetings.  Each committee shall adopt its own rules
governing the time and place of holding and the method of calling its meetings
and the conduct of its proceedings, and shall meet as provided by such rules
or by resolution of the Board, and it shall also meet at the call of any
member
of the committee.  Unless otherwise provided by such rules and by said
resolution, notice of the time and place of each meeting of the committee
shall
be mailed, sent or given to each member of the committee in the manner
provided
in Section 5 of Article II hereof.

	Section 4.  Quorum and Manner of Acting.  A majority of the members of
each committee shall be present in person at each meeting of such committee in
order to constitute a quorum for the transaction of the business thereat.  The
act of a majority of the members so present at a meeting at which a quorum is
present shall be the act of such committee.  Any action which may be taken by
the Executive Committee, or other committee, at a meeting thereof, may be
taken without a meeting if a consent in writing setting forth the action to be
taken is signed by all members of the Executive Committee, or other committee,
and such consent shall have the same force and effect as a unanimous vote at a
meeting.  Members of the Executive Committee or any other committee appointed
by the Board may participate in and hold a meeting of such committee by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and
participation
in a meeting in the manner herein described shall constitute presence in
person
at the 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.

	Section 5.  Removal.  Any member of any committee may be removed from
such committee, either with or without cause, at any time by resolution
adopted by a majority of the whole Board at any meeting of the Board.

	Section 6.  Vacancies.  Any vacancy in any committee shall be filled by
the Board in the manner prescribed by these Bylaws for the original
appointment of the members of such committee.

	ARTICLE IV

	Officers

	Section 1.  Appointment and Term of Office.  The officers of the Company
shall consist of the president, a secretary, and a treasurer, and there may be
one or more vice presidents, one or more assistant secretaries, one or more
assistant treasurers, and such other officers, assistants and agents as the
Board may from time to time appoint, none of whom need be either a director or
a shareholder of the Company.  Also one of the directors may be chosen
Chairman of the Board.  Except to the extent that a contract of employment
between the Company and an officer shall provide for employment for a term in
excess of one year, which contracts are authorized in the discretion of the
Board, each of such officers (except such as may be appointed pursuant to the
provisions of paragraph (h) of Section 2 of this Article IV) shall be chosen
annually by the Board at its regular meeting immediately following the annual
meeting of shareholders and shall hold office until the next annual election
and
until his successor is chosen and qualified, unless such officer has entered
into an employment agreement with the Company that states a different term of
employment in which case such contractual provision shall apply.  One person
may hold and perform the duties of any two or more of said offices.

	Section 2.  Powers and Duties.  The powers and duties of the officers
shall be those usually pertaining to their respective offices, subject to the
supervision and direction of the Board.  The offices of the Company may be as
follows:

		(a)	Chairman of the Board.  The chairman of the board (if there
be one) shall preside at all meetings of the directors and shall perform such
other duties as shall be assigned him from time to time by the Board.

		(b)	President.  The president shall be the chief executive
officer of the Company and shall have general supervision of the business of
the Company and over its officers, subject, however, to the control of the
Board.  The president, when present, shall preside at all meetings of the
shareholders and, in the absence of the chairman of the board (if there be
one),
shall preside at all meetings of the Board.  He may execute and deliver, in
the
name and on behalf of the Company, deeds, mortgages, leases, assignments,
bonds,
contracts, or other instruments authorized by the Board unless the execution
and delivery thereof shall be expressly delegated by these Bylaws or by the
Chairman to some other officer or agent of the Company.  He shall, unless
otherwise directed by the Board or by any committee thereunto duly authorized,
attend in person or by substitute or by proxy appointed by him and act and
vote
on behalf of the Company at all meetings of the shareholders of any
corporation
in which the Company holds stock.

		(c)	Vice Presidents.  Vice presidents shall perform the duties
assigned to them by the Board or delegated to them by the president and, in
order of seniority, at his request or in his absence, shall perform as well
the duties of the president's office.  Each vice president shall have the
power also to execute and deliver, in the name and on behalf of the Company,
deeds, mortgages, leases, assignments, bonds, contracts, or other instruments
authorized by the Board unless the execution and delivery thereof shall be
expressly delegated by these Bylaws or by the Board to some other officer or
agent of the Company.

		(d)	Secretary.  The secretary shall keep the minutes of the
meetings of the Board of Directors, of all committees and of the shareholders
and shall be custodian of all corporate records and of the seal of the
Company.  He shall see that all notices are duly given in accordance with
these Bylaws or as required by law.

		(e)	Assistant Secretaries.  The assistant secretaries, in the
order of their seniority, unless otherwise determined by the Board of
Directors, shall, in the absence or disability of the secretary, or at his
request, perform the duties and exercise the powers of the secretary.  They
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

		(f)	Treasurer.  The treasurer shall be the principal accounting
officer of the Company and shall have charge of all the corporate funds and
securities and shall keep a record of the property and indebtedness of the
Company.  He shall, if required by the Board, give bond for the faithful
discharge of his duties and for the restoration to the Company, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other personal property of whatever kind in his possession
or under his control, in such sum and with such surety or sureties as the
Board may require, but the Company shall pay all premiums and other expenses
in connection with such bond.

		(g)	Assistant Treasurers.  The assistant treasurers, in the
order of their seniority, unless otherwise determined by the Board of
Directors, shall, in the absence or disability of the treasurer or at his
request, perform the duties and exercise the powers of the treasurer.  They
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

		(h)	Other Officers.  The Board may appoint such other officers,
agents, or employees as it may deem necessary for the conduct of the business
of the Company.  In addition, the Board may authorize the president or some
other officer to appoint such agents or employees as they deem necessary for
the conduct of the business of the Company.

	Section 3.  Resignations.  Any officer may resign at any time by giving
written notice thereof to the president or to the Board.  Any such resignation
shall take effect as of its date unless some other date is specified therein,
in which event it shall be effective as of that date.  The acceptance of such
resignation shall not be necessary to make it effective.

	Section 4.  Removal.  Any officer may be removed at any time, either
with or without cause, by resolution adopted by a majority of the whole Board
at
any meeting of the Board or by the committee or superior officer by whom he
was appointed to office or upon whom such power of removal has been conferred
by
a resolution adopted by a majority of the whole Board.

	Section 5.  Vacancies.  A vacancy in any office arising at any time from
any cause may be filled by the Board or by the officer or committee authorized
by the Board to appoint to that office.

	Section 6.  Salaries.  The salaries of all officers shall be fixed from
time to time by the Board of Directors or the Executive Committee and no
officer shall be precluded from receiving a salary because he is also a
director of the Company.

	ARTICLE V

	Shares of Stock and their Transfer; Books

	Section 1.  Forms and Certificates.  Shares of the capital stock of the
Company shall be represented by certificates in such form not inconsistent
with law, with the Articles of Incorporation of the Company or with these
Bylaws as shall be approved by the Board, and shall be signed by the president
or a vice president and the secretary or an assistant secretary and sealed
with
the seal of the Company.  Such seal may be a facsimile engraved or printed.
The
signatures of the president or vice president and the secretary or assistant
secretary upon a certificate may be facsimiles engraved or printed if the
certificate is countersigned by a transfer agent or registered by a registrar
other than the Company itself or an employee of the Company.  In case any
officer who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Company with the same effect as if he were
such officer at the date of its issuance.

	Section 2.  Transfer of Shares.  Shares of stock of the Company shall be
transferred only on the stock books of the Company by the holder of record
thereof in person or by his duly authorized attorney upon surrender of the
certificate therefor and upon compliance with any restriction relating to such
transfer.

	In the event any restriction on the transfer of shares or registration
of the transfer of shares shall be agreed to or imposed by the Company, an
executed counterpart of the document pursuant to which such restriction exists
shall be filed with the officer of the Company charged with the maintenance of
the stock books of the Company and shall be kept on file at the Company's
principal place of business.  Following such filing, each certificate
evidencing shares to which such restriction applies shall (1) conspicuously
set
forth a full or summary statement of the restriction on the face of the
certificate, or (2) set forth such statement on the back of the certificate
and
conspicuously refer to the same on the face of the certificate, or (3)
conspicuously state on the face or back of the certificate that such
restriction
exists pursuant to a specified document and that the Company will furnish to
the
holder of the certificate, without charge, upon written request to the Company
at its principal place of business or registered office, a copy of the
specified
document.

	If one or more holders of the stock of any class shall, by agreement
among themselves, restrict the transfer of any shares held by them through the
granting of preferential rights of purchase or otherwise, then any party to
such agreement may file an executed counterpart of the same with the officer
of the Company charged with the maintenance of the stock books of the Company
or
with any transfer agent or registrar designated by the Company in respect to
the shares of such class.  Following the filing of any such counterpart, each
certificate evidencing shares to which such restriction applies which shall
thereafter be issued by the Company shall bear an appropriate notice of such
restriction as described in the preceding paragraph and no share subject to
such restriction shall be transferred until written evidence satisfactory to
the Company of compliance by the transferor with any such restriction shall
have
been filed with the Company.

	Section 3.  Books and Records.  The Company shall maintain at its
principal place of business or at its registered office, under the supervision
of the appropriate officers, correct and complete books and records of
account, minutes of all meetings of the Board of Directors and of the
shareholders, a record of its shareholders giving the names and addresses of
all shareholders and the number and class of shares held by each, and such
other
books and records as may be necessary or convenient to the conduct of the
business or affairs of the Company, or as the Board of Directors shall from
time to time determine.

	Section 4.  Shareholders of Record.  The Company may treat the person in
whose name any share, warrant, right, or option is registered as the owner
thereof for all purposes and shall not be found to recognize any equitable or
other claim to or interest in such share, warrant, right, or option on the
part of any person whether or not the Company shall have notice thereof save
as the contrary may be expressly provided by the laws of the State of Texas.
The shareholders of record entitled to vote at any meeting of shareholders or
entitled to receive payment of any dividend or to any allotment of rights or
to exercise the rights in respect of any change or conversion or exchange of
capital stock shall be determined according to the Company's record of
shareholders, and, if so determined by the Board of Directors in the manner
provided by statute, shall be such shareholders of record at the date (a)
fixed for the closing of the stock transfer books or (b) designated as a
record
date.

	Section 5.  Lost, Stolen, or Destroyed Certificates.  The Board may
direct the issuance of new or duplicate stock certificates in place of lost,
stolen, or destroyed certificates upon being furnished with evidence
satisfactory to it of the loss, theft, or destruction and upon being furnished
with indemnity satisfactory to it.  The Board may delegate to any committee
authority to administer the provisions of this section.

	Section 6.  Closing of Transfer Books and Fixing of Record Date.  The
Board shall have power to close the stock transfer books of the Company for a
period not exceeding sixty (60) days preceding the date of any meeting of
shareholders, or the date of the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or for a period not exceeding sixty (60)
days in connection with obtaining the consent of shareholders for any purpose,
or the Board may in its discretion fix a date not more than sixty (60) days
before any meeting of shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the shareholders entitled to notice of and to
vote
at any such meeting and at any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
capital stock or to give such consent, and in such casee, such shareholders
and
only such shareholders as shall be shareholders of record on the date so fixed
shall be entitled to notice of and to vote at such meeting and at any
adjournment thereof, or to receive payment of such dividend, or to exercise
such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of stock on the books of the Company after such record date;
provided,
however, that if the stock transfer books shall be closed or a date shall be
fixed as a record date 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, or such record date shall be no less than, ten (10) days
immediately preceding such meeting.

	Section 7.  Regulations.  The consideration paid for the issuance of
shares shall consist of money paid, labor done or property actually received.
Shares may not be issued until the full amount of the consideration has been
paid.  The Board may make such rules and regulations not inconsistent with
law, with the Articles of Incorporation or with these Bylaws as it may deem
expedient concerning the issuance, transfer, and registration of the
certificates of stock.  It may appoint one or more transfer agents or
registrars of transfers, or both, and may require all certificates of stock to
bear the signature of either or both.

	Section 8.  Warrants, Rights, Privileges or Other Options.  Subject to
any provision to the contrary which may be made by the Board of Directors at
the time of authorizing their issuance, all warrants, rights, privileges or
other options to purchase any class of securities of the Company issued by the
Company shall be evidenced by a certificate registered, transferred and
otherwise dealt with by the Company in the same manner as shares of the
capital
stock of the Company under the provisions of this Article V of these Bylaws;
provided, however, that no provision of this Section 8 shall be deemed to
confer upon any holder of any such warrant, right, privilege, or other option,
as such holder, any right to attend or vote at any meeting of the shareholders
of the Company or to examine books or records of the Company.

	ARTICLE VI

	Execution of Instruments

	Section 1.  Contract, etc.  The Board or any committee thereunto duly
authorized may authorize any officer or officers, or agent or agents, to enter
into any contract or to execute and deliver in the name and on behalf of the
Company any contract or other instrument, and such authority may be general or
may be confined to specific instances.

	Section 2.  Checks, Drafts, etc.  All checks, drafts, or other orders
for the payment of money, notes, acceptances, or other evidences of
indebtedness
issued by or in the name of the Company shall be signed by such officer or
officers, agent, or agents, of the Company and in such manner as shall be
determined from time to time by resolution of the Board, but in the absence of
any such determination by the Board, such checks, drafts, or other orders for
the payment of money, notes, acceptances, or other evidences of indebtedness
shall be signed by the treasurer or any assistant treasurer, and countersigned
by the president or any vice president.  Unless otherwise provided by
resolution of the Board, endorsements for deposit to the credit of the Company
in any of its duly authorized depositories may be made by hand stamped legend
in the name of the Company or by written endorsement of any officer without
countersignature.

	Section 3.  Loans.  No loans shall be contracted on behalf of the
Company unless authorized by the Board, but, when so authorized, unless a
particular agent or officer is directed to negotiate the same, such loans may
be negotiated up to the amount so authorized by the president or any vice
president or the treasurer; and when a loan is authorized by the Board, such
officers are hereby severally authorized to execute and deliver in the name
and
on behalf of the Company notes or other evidences of indebtedness for the
amount
of such loans and to give security for the payment of any and all loans,
advances and indebtedness, hypothecating, the payment of any and all loans,
advances and indebtedness, hypothecating, pledging or transferring any part or
all of the property of the Company, real or personal, at any time owned by the
Company, without any action or consent as may be expressly required by
statute.

	Section 4.  Sale or Transfer of Securities Held by the Company.  Stock
certificates, bonds, or other securities at any time owned by the Company may
be held on behalf of the Company or sold, transferred or otherwise disposed of
pursuant to authorization by the Board or of any committee thereunto duly
authorized, and when so authorized to be sold, transferred or otherwise
disposed of, may be transferred from the name of the Company by the signature
of the president or any vice president, and the treasurer or any assistant
treasurer, or the secretary or any assistant secretary.

	ARTICLE VII

	Miscellaneous

	Section 1.  Offices.  The initial registered office of the Company in
the State of Texas is given in the Company's Articles of Incorporation, and
there may be such other office or offices, either within or without the State
of Texas, as the Board may determine from time to time.

	Section 2.  Fiscal Year.  The fiscal year of the Company shall be such
as the Board of Directors establishes by resolution.

	Section 3.  Seal.  The corporate seal of the Company shall be circular
in form, and shall contain the words "Corporate Seal, Texas."

	Section 4.  Waiver of Notice.  The giving of any notice of the time,
place, or purpose of holding any meeting of shareholders or of directors and
any requirement as to publication thereof, whether statutory or otherwise,
shall be waived by the attendance at such meeting by any person entitled to
receive such notice and may be waived by such person by an instrument in
writing
executed and filed with the records of the meeting either before or after the
holding thereof.

	Section 5.  Dividends.  Subject to the provisions of law and the
Articles of Incorporation, dividends upon the capital stock of the Company may
be declared by the Board of Directors at any regular or special meeting
pursuant to law.  The Board, in its discretion, may determine the date or
dates
for the declaration or payment of dividends.  Dividends may be paid in cash,
in
property or in shares of the capital stock, subject to the provisions of law
and
of the Articles of Incorporation.

	Section 6.  Surplus, Reserves and Net Assets.  The Board may (i) fix,
determine and vary from time to time the amount to be maintained as surplus
and the amount or amounts to be set apart as working capital or for any other
lawful purposes, (ii) set apart out of any of the funds of the Company
available for dividends a reserve or reserves for any proper purposes or
abolish
any such reserve in the manner in which it was created, and (iii) direct and
determine the use and disposition of any net assets in excess of capital or
any
net profits.

	Section 7.  Annual and Other Statements.  The Board of Directors shall
present at each annual meeting and when called for by vote of the shareholders
at any special meeting of the shareholders a full and clear statement of the
business and condition of the Company.

	ARTICLE VIII

	Amendment of These Bylaws

	Section 1.  These Bylaws and any amendment, alteration or change
thereof, and any addition thereto, may be amended, altered, changed or
repealed, in whole or in part, by the affirmative vote of a majority of the
whole Board of Directors at any regular or special meeting of the Board if
notice of the proposed change is included in the notice of such meeting,
subject
to repeal or change by the affirmative vote of the holders of a majority in
aggregate number of the issued and outstanding capital stock of the Company
entitled to vote at any regular or special meeting of the shareholders after
due
notice.


	ARTICLE IX

	Indemnification of Officers, Directors,
	Employees and Agents;Insurance

	Section 1.  Generally.  Within the limitations prescribed by the Texas
Business Corporation Act as now in effect or as the same may hereafter be
amended, the Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the Company) because he is or was
a director, officer, employee, or agent of the Company or is or was serving at
the request of the Company as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against judgments, penalties (including excise and similar taxes), fines,
settlements, and reasonable expenses (including attorneys' fees) actually
incurred by the person in connection with such action, suit or proceeding, but
only if it is determined in accordance with the procedures prescribed by the
Texas Business Corporation Act as now in effect or as the same may hereafter
be
amended that the person (a) conducted himself in good faith, and (b)
reasonably
believed, in the case of conduct in his official capacity with the Company,
that
his conduct was in the Company's best interest and, in all other cases, that
his
conduct was at least not opposed to the Company's best interest, and (c) in
the case of a criminal proceeding, had no reasonable cause to believe his
conduct was unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, is not, of itself, determinative that the person did not
conduct
himself in good faith and did not reasonably believe, in the case of conduct
in his official capacity with the Company, that his conduct was in the
Company's
best interest and, in all other cases, that his conduct was at least not
opposed to the Company's best interest, and in the case of any criminal action
or proceeding, that he had no reasonable cause to believe that his conduct was
unlawful. A person shall be deemed to have been found liable in respect of any
claim, issue or matter only after the person shall have been so adjudged by a
court of competent jurisdiction after exhaustion of all appeals therefrom.

	Section 2.  Limitations on Indemnification. Notwithstanding the
foregoing section of these bylaws, the indemnification available under such
section shall be limited to the reasonable expenses (including attorneys'
fees) actually incurred by the person in connection with the action, suit, or
proceeding if the person is found liable to the Company or is found liable on
the basis that personal benefit was improperly received by the person, and no
person shall be indemnified in respect of any proceeding in which the person
shall have been found liable for willful or intentional misconduct in the
performance of his duty to the Company.

	Section 3.  Expenses of Successful Defense.  To the extent that a
director, officer, employee, or agent of the Company has been successful on
the merits or otherwise in defense of any action, suit, or proceeding referred
to in Sections 1 and 2 of this Article, or in defense of any claim, issue, or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

	Section 4.  Expenses in Advance.  Expenses incurred by an officer or
director in defending a civil or criminal action, suit, or proceeding may be
paid by the Company in advance of the final disposition of such action, suit,
or proceeding upon receipt of such written undertakings and affirmations as
may be required by the Texas Business Corporation Act as now in effect or as
the
same may hereafter be amended.  Such expenses incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the Board of
Directors deems appropriate.

	Section 5.  Nonexclusivity; Survival.  The indemnification provided by
this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any section of the Texas
Business Corporation Act as now in effect or as the same may hereafter be
amended, or under any agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to
a
person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.

	Section 6.  Notice to Shareholders.  To the extent required by the Texas
Business Corporation Act as now in effect or as the same may hereafter be
amended, any indemnification of or advance of expenses to a person in
accordance with this Article shall be reported in writing to the share-
holders of the Company.

	Section 7.  Insurance.  The Company shall have power to purchase and
maintain insurance or other arrangements on behalf of any person who is or was
a director, officer, employee, or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Company
would have the power to indemnify him against such liability under the
provisions of this Article.  If the insurance or other arrangement is with a
person or entity that is not regularly engaged in the business of providing
insurance coverage, the insurance or arrangement may provide for payment of a
liability with respect to which the Company would not have the power to
indemnify the person only if including coverage for the additional liability
has
been approved by the shareholders of the Company.  Without limiting the power
of
the Company to procure or maintain any kind of insurance or other arrangement,
the Company may, for the benefit of persons indemnified by the Company, (1)
create a trust fund; (2) establish any form of self-insurance; (3) secure its
indemnity obligation by grant of a security interest or other lien on the
assets
of the Company; or (4) establish a letter of credit, guaranty, or surety
arrangement.  The insurance or other arrangement may be procured, maintained,
or
established within the Company or with any insurer or other person deemed
appropriate by the Board of Directors regardless of whether all or part of the
stock or other securities of the insurer or other person are owned in whole or
part by the Company.  In the absence of fraud, the judgment of the Board of
Directors as to the terms and conditions of the insurance or other arrangement
and the identity of the insurer or other person participating in an
arrangement
shall be conclusive and the insurance or arrangement shall not be voidable and
shall not subject the directors approving the insurance or arrangement to
liability, on any ground, regardless of whether directors participating in the
approval are beneficiaries of the insurance or arrangement.

	Section 8.  Definitions.  For purposes of this Article, references to
"the Company" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger (as well as the resulting or surviving
corporation)
which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so
that any person who is or was a director, officer, employee, or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, shall
stand in the same position under the provisions of this Article with respect
to
the resulting or surviving corporation as he would (if he had served the
resulting or surviving corporation in the same capacity) have with respect to
such constituent corporation if its separate existence had continued.  For
purposes of this Article, references to "other enterprises" shall include
employee benefit plans; references to "fines" shall include any excise taxes
assessed oona person with respect to an employee benefit plan; and references
to
"serving at the request of the Company" shall include any service as a
director,
officer, employee, or agent of the Company which imposes duties on, or
involves
services by, such director, officer, employee, or agent with respect to an
employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the
interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
Company" as referred to in this Article.












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