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 time 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 share-
holders 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 remaining 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 his 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 Incor-
poration 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 Incorpora-
tion, 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 restric-
tion 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 case, 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 adjourn-
ment 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 immed-
iately 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 on a 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.