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                                                                     EXHIBIT 3.2




                             E-Z SERVE CORPORATION

                            (A Delaware corporation)

                                    BY-LAWS


                                   ARTICLE I
                                    OFFICES

         SECTION 1.1.  REGISTERED OFFICE.  The initial registered office and
address of the corporation is Corporation Trust Center, 1209 Orange Street in
the city of Wilmington, county of New Castle, state of Delaware.  The name of
its registered agent at such place shall be The Corporation Trust Company.  The
Board of Directors may change the corporation's registered office or registered
agent, or both, in the manner set forth under the Delaware General Corporation
Laws (hereinafter called the "Act").

         SECTION 1.2.  OTHER OFFICES.  The corporation may also have offices at
such other places, both within and without the State of Texas, as the Board of
Directors may from time to time determine or the business of the corporation
may require.


                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

         SECTION 2.1.  PLACE OF MEETINGS.  All meetings of the shareholders
shall be held at Bedford, Texas, or at such other place and at such address as
shall be specified in the notice of such meeting.

         SECTION 2.2.  ANNUAL MEETINGS.  Annual meetings of the shareholders
shall be held each year at a place and time called by a majority of the Board
of Directors.  Such meetings to be held at 10:00 a.m. Central Standard Time or
such other hour as the Board of Directors may prescribe and shall be held for
the purpose of electing Directors for the ensuing year and for the transaction
of such other business as may properly come before the meeting.

         SECTION 2.3.  SPECIAL MEETINGS.  Special Meetings of the Shareholders,
for any purpose(s), unless otherwise prescribed by the Act or by the Articles
of Incorporation, may be called by the Chairman of the Board, the President or
Secretary, and shall be called by the Chairman of the Board, the President or
Secretary at the request in writing of a majority of the Board of Directors, or
at the request in writing of the
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holders owning at least one-tenth (1/10) in amount of the entire capital stock
of the corporation issued and outstanding and entitled to vote.  Such request
shall state the purpose(s) of the proposed meeting.  Business transacted at any
special meeting of shareholders shall be limited to the purposes stated in the
notice.

         SECTION 2.4.  NOTICES.  Written or printed notice of the annual or any
special meeting stating the place, day, and hour of the meeting and, in the
case of a special meeting, the purpose(s) for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote not less than
ten (10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the chairman of the board, the
president, the secretary or the officer or person calling the meeting.  If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail addressed to the shareholder at the address as it appears on
the stock transfer books of the corporation, with postage thereon prepaid.

         SECTION 2.5.  VOTING LIST.  The officer who has charge of the stock
transfer books of the corporation shall make, at least ten (10) days before
every meeting of shareholders, a complete list of the shareholders entitled to
vote at said meeting or any adjournment thereof, arranged in alphabetical
order, with address of and the number of shares held by each.  Such list shall
be kept on file at the registered office of the corporation for a period of ten
(10) days prior to such meeting and shall be subject to inspection by any
shareholder at any time during usual business hours.  Such list shall also be
produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole time of the
meeting.  The original stock transfer books shall be prima facie evidence as to
who are shareholders entitled to examine such list or transfer books and to
vote at any meeting of shareholders.

         SECTION 2.6.  QUORUM AND ADJOURNMENT.

         (a)     The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by the Act or by the Articles of
Incorporation.  Without regard to whether such quorum shall be present or
represented at the meeting of the shareholders, the shareholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting.  At such adjourned meeting at which quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.




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         (b)     When a quorum is present at any meeting, the vote of the
holders of a majority of the shares having voting power present in person or
represented by proxy, shall decide any question brought before such meeting.
The shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

         SECTION 2.7.  VOTING RIGHTS.

         At any meeting of the shareholders --

         (a)     Each outstanding share, regardless of class, shall be entitled
to one (1) vote on each matter submitted to a vote, except to the extent that
the voting rights of the shares of any class or classes are limited or denied
by the Articles of Incorporation or by specific resolutions all as permitted by
the Act.

         (b)     Treasury shares and shares of stock held by this corporation
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.

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

         (d)     At all elections of directors no holder of stock entitled to
vote shall be permitted to cumulate his shares.

         (e)     Shares standing in the name of another corporation, domestic
or foreign, may be voted on 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.

         (f)     Shares held by an administrator, guardian or conservator may
be voted by him so long as such shares forming 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 trustee may be voted by him, either
in person or by proxy, but no trustee shall be entitled to vote shares held by
him without a transfer of such shares into his name as trustee.

         (g)     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





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voted by such receiver without the transfer thereof into his name if authority
so to do be contained in an appropriate order of the court by which such
receiver was appointed.

         (h)     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 as
transferred.

         SECTION 2.8.  METHOD OF VOTING.  Voting on any question or in any
election may be by voice vote or show of hands unless the presiding officer
shall order, or the holders of at least ten percent (10%) of the shares
entitled to vote shall demand that voting be by written ballot.

         SECTION 2.9.  ACTION WITHOUT MEETINGS.  Unless otherwise provided in
the Certificate of Incorporation, any action required or permitted to be taken
by stockholders for or in connection with any corporate action may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing setting forth the action so taken shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.

         If action is taken by unanimous consent of stockholders, the writing
or writings comprising such unanimous consent shall be filed with the records
of the meetings of stockholders.

         If action is taken by less than unanimous consent of stockholders and
in accordance with the foregoing, there shall be filed with the records of the
meetings of stockholders the writing or writings comprising such less than
unanimous consent.  Prompt notice of the taking of the corporate action without
a meeting by less than unanimous written consent shall be given to those who
have not consented in writing, and a certificate signed and attested to by the
secretary that such notice was given shall be filed with the records of the
meetings of the stockholders.

         In the event that the action which is consented to is such as would
have required the filing of a certificate under any of the provisions of the
General Corporation Law of Delaware, if such action had been voted upon by the
stockholders at a meeting thereof, the certificate filed under such provision
shall state that written consent has been given under Section 228 of said
General Corporation Law in lieu of stating that the stockholders have voted
upon the corporate action in question, if such last mentioned statement is
required thereby.





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                                  ARTICLE III
                                   DIRECTORS

         SECTION 3.1.  NUMBER.  The number of directors which shall constitute
the whole Board shall not be less than 2 nor more than 9 in number.
Thereafter, within the foregoing limits the stockholders at the annual meeting
shall determine the number of directors and shall elect the number of directors
as determined.  Within the foregoing limits, the number of directors may be
increased at any time or from time to time by the stockholders or by the
directors by vote of a majority of the directors then in office.  The number of
directors may be decreased to any number permitted by the foregoing at any
time, either by the stockholders or by the directors by vote of a majority of
the directors then in office, but only to eliminate vacancies existing by
reason of the death, resignation or removal of one or more directors.
Directors need not be stockholders.

         SECTION 3.2.  TENURE.  Except as otherwise provided by law, by the
Certificate of Incorporation or by these Bylaws, each director shall hold
office until the next annual meeting and until his successor is elected and
qualified, or until he sooner dies, resigns, is removed or becomes
disqualified.

         SECTION 3.3.  POWERS.  The business and affairs of the corporation
shall be managed by or under the direction of the Board of Directors, who shall
have and may exercise all the powers of the corporation and do all such lawful
acts and things as are not by law, the Certificate of Incorporation or these
Bylaws directed or required to be exercised or done by the stockholders.

         SECTION 3.4.  VACANCIES.  Vacancies and any newly created
directorships resulting from any increase in the number of directors may be
filled by vote of the stockholders at a meeting called for the purpose, or by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director.  When one or more directors shall resign from the
Board, effective at a future date, a majority of the Directors then in office,
including those who have resigned, shall have power to fill such vacancy or
vacancies, the vote or action by writing thereon to take effect when such
resignation or resignations shall become effective.  The directors shall have
and may exercise all their powers notwithstanding the existence of one or more
vacancies in their number subject to any requirements of law, or of the
Certificate of Incorporation or of these Bylaws as to the number of directors
required for a quorum or for any vote or other actions.

         SECTION 3.5.  REMOVAL.  Any director may only be removed for cause and
only in accordance with the provisions of the Certificate of Incorporation of
the Company.





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         SECTION 3.6.  COMPENSATION OF DIRECTORS.  The Directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director.  No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.  Members of special or standing committees may be
allowed like compensation for attending committee meetings.

         SECTION 3.7.  MEETINGS OF THE BOARD OF DIRECTORS.

         (a)     PLACE.  The Board of Directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Texas.

         (b)     ANNUAL MEETING.  The Board of Directors shall meet each year
immediately after the annual meeting of shareholders at the place where such
meeting of shareholders was held, unless a different time and place be fixed by
the vote of the shareholders at the annual meetings for the purpose of
organization, election of officers and consideration of any other business that
may properly be brought before the meeting.  No notice of such meeting shall be
necessary to either old or new members of the Board of Directors.  In the event
such meeting is not held immediately following the annual meeting or at the
time and place as fixed by the shareholders, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter provided
for special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.

         (c)     REGULAR MEETINGS.  Regular meetings of the Board of Directors
may be held without notice at such time and at such place as shall from time to
time be determined by the board by resolution.

         (d)     SPECIAL MEETINGS.  Special meetings of the Board of Directors
may be called by the Chairman of the Board or by the President, and shall be
called by the President or Secretary upon the written request of two (2)
directors.  Written notice of special meetings of the Board of Directors shall
be given to each director at least 48 hours before the date of each meeting.

         (e)     QUORUM.  A majority of the number of directors fixed by the
Bylaws shall constitute a quorum for the transaction of business.  The act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by the Act or by the Articles of Incorporation.  If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting





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from time to time without notice other than announcement at the meeting until a
quorum shall be present.

         (f)     TELEPHONE MEETING.  Annual, regular and special meetings of
the Board of Directors, upon proper notice or waiver thereof, may be held 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 such a meeting shall constitute presence in person at the
meeting, except where a director participates in the meeting for the express
purpose of objecting to the transaction of any business on the grounds that the
meeting is not lawfully called or convened.

         (g)     ACTION WITHOUT A MEETING.  Any action required or permitted to
be taken at a meeting of the Board of Directors may be taken without a meeting
if a consent in writing setting forth the action so taken is signed by all the
members of the Board of Directors and such unanimous consent shall have the
same force and effect as a unanimous vote at a meeting of the Board of
Directors.

         SECTION 3.8.  INTERESTED DIRECTORS AND OFFICERS.

         (a)     No contract or transaction between the corporation and one or
more of its directors or officers or between the corporation and any other
corporation, partnership, association or other organization in which one or
more of the corporation's directors or officers are directors or officers, or
have a financial interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or participates in the
meeting of the Board or committee thereof which authorized the contract or
transaction, or solely because his or their votes are counted for such purpose,
if:

                 (1)      the material facts as to his relationship or interest
         and as to the contract or transaction are disclosed or are known to
         the Board of Directors or the committee, and the board or committee in
         good faith authorizes the contract or transaction by the affirmative
         votes of a majority of the disinterested directors, even though the
         disinterested directors be less than a quorum; or

                 (2)      the material facts as to his relationship or interest
         and as to the contract or transaction are disclosed or are known to
         the stockholders entitled to vote thereon, and the contract or
         transaction is specifically approved in good faith by vote of the
         stockholders; or

                 (3)      the contract or transaction is fair as to the
         corporation as of the time it is authorized, approved or ratified by
         the Board of Directors, a committee thereof or the stockholders.





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         (b)     Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or of a
committee which authorizes the contract or transaction.


                                   ARTICLE IV
                              EXECUTIVE COMMITTEE

         SECTION 4.1.  DESIGNATION OF EXECUTIVE COMMITTEE.  The Board of
Directors by resolution adopted by a majority of the number of directors fixed
by the Bylaws may designate two (2) or more directors to constitute an
Executive Committee.  The designation of such Executive Committee and the
delegation of authority herein granted shall not operate to relieve the Board
of Directors or any member thereof of any responsibility imposed upon it or him
by law.  No member of the Executive Committee shall continue to be a member
thereof after he ceases to be a director of the corporation.  The Board of
Directors shall have the power at any time to increase or decrease the number
of members of the executive committee to fill vacancies thereon, to change any
member thereof, and to change the functions or terminate the existence thereof.

         SECTION 4.2.  POWERS OF THE EXECUTIVE COMMITTEE.  During the interval
between meetings of the Board of Directors, the Executive Committee shall have
and may exercise all of the authority of the Board of Directors in the business
and affairs of the corporation except where action of the Board of Directors is
specified by the Act or other applicable law, including power to authorize the
seal of the corporation to be affixed to all papers which may require it.  The
Executive Committee may also from time to time formulate and recommend to the
Board of Directors for approval general policies regarding the management of
the business and affairs of the corporation.  All minutes of meetings of the
Executive Committee shall be submitted to the next succeeding meeting of the
Board of Directors for approval; the failure to submit the same or to receive
the approval thereof shall not invalidate any completed or incompleted action
taken by the corporation upon authorization by the Executive Committee prior to
the time at which the same should have been, or was submitted as above
provided.

         SECTION 4.3.  CHAIRMAN AND PROCEDURE.  Upon the designation of an
executive committee by the Board of Directors, such Executive Committee shall
elect one of its members as chairman and may elect one of its members as vice
chairman and shall adopt rules of procedure providing, among other things, for
the manner of calling meetings, giving notices thereof, quorum requirements
therefor, and the methods of conducting same.





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                                   ARTICLE V
                                    OFFICERS

         SECTION 5.1.  ENUMERATION.  The officers of the corporation shall be
appointed by the Board of Directors, and shall be a chairman of the board,
president, senior vice president, one or more vice presidents (with or without
such descriptive titles as the Board of Directors may deem appropriate), a
secretary, a treasurer and a controller.  The Board may also appoint any one or
more of the following officers:  assistant secretaries and assistant
treasurers.  Any two or more offices may be held by the same person except the
offices of president and secretary.  The Board of Directors may appoint such
other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the board.

         SECTION 5.2.  GENERAL DUTIES.  All officers and agents of the
corporation, as between themselves and the corporation, shall have such
authority and perform such duties in the management of the corporation as may
be provided in the Bylaws, or as may be determined by resolutions of the Board
of Directors not inconsistent with the Bylaws.

         SECTION 5.3.  ELECTION AND TERM OF OFFICE.  The officers of the
corporation shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of
shareholders, or as soon thereafter as conveniently as vacancies may be filled
or new offices filled at any meeting of the Board of Directors.  Each officer
shall hold office until his successor shall have been duly elected and shall
have qualified or until his death or until he shall resign or shall have been
removed in the manner provided in Section 5.04 herein.

         SECTION 5.4.  REMOVAL.  Any office or agent elected or appointed by
the Board of Directors or the executive committee may be removed by the Board
of Directors whenever in its judgment the best interests of the corporation
will be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.

         SECTION 5.5.  RESIGNATIONS.  Any officer may resign at any time by
giving notice to the Board of Directors, or to the Chairman of the Board,
President or Secretary.  Such resignation shall take effect a the time
specified therein and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

         SECTION 5.6.  VACANCIES.  Any vacancy in any office because of death,
resignation, removal, or other cause shall be filled for the unexpired portion
of the term in the manner prescribed in the Bylaws for the election or
appointment to such office.





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         SECTION 5.7.  SALARIES.  The salaries of the officers shall be fixed
from time to time by the Board of Directors.  No officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the corporation.

         SECTION 5.8.  CHAIRMAN OF THE BOARD.  The Chairman of the Board shall
be chosen from among the directors and shall preside at all meetings of the
Board of Directors and of the shareholders and shall have such other authority
and responsibility as is designated to him by the Board of Directors from time
to time.

         SECTION 5.9.  PRESIDENT.  The president shall be the chief executive
officer of the corporation and shall have general supervision over its business
and affairs, subject to the control of the Board of Directors.  As Chief
Executive Officer of the corporation, the President shall have general
supervision over the subordinate officers and shall delegate and determine
their duties.  He shall, at the discretion of or in the absence of the Chairman
of the Board, preside at meetings of the shareholders and in the absence of the
Chairman of the Board at meetings of the Board of Directors.

         SECTION 5.10.  VICE PRESIDENTS.  The Vice Presidents in the order of
their seniority, unless otherwise determined by the Board of Directors, shall,
in the absence or disability of the President, perform the duties and exercise
the powers of the President.  If one of the vice presidents be designated as
executive vice president, he shall be the senior vice president.  They shall
generally assist the president and exercise such other powers and perform such
other duties as are delegated to them by the President and as the Board of
Directors may prescribe.

         SECTION 5.11.  SECRETARY.  The Secretary Shall attend all meetings of
the Board of Directors and all meetings of the shareholders and shall keep or
cause to be kept in books provided for that purpose the minutes of all meetings
of the Board of Directors and all meetings of shareholders and shall perform
like duties for the standing committees when required.  He shall see that all
notices are duly given in accordance with the provisions of these Bylaws and as
required by law.  He shall be custodian of the records (other than financial
records) and the seal of the corporation and, when authorized by the Board of
Directors, shall affix the same to any instrument requiring it, and when so
affixed, it shall be attested by his signature or by the signature of the
treasurer or an assistant secretary, any of which signatures may be facsimile.
In general, he shall perform all duties incident to the office of secretary and
such other duties as may, from time to time, be assigned to him by the Board of
Directors, the chairman of the board, or the president.

         SECTION 5.12.  ASSISTANT SECRETARIES.  The Assistant Secretaries in
the order of their seniority, unless otherwise determined by the Board of





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Directors, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary.  They shall perform such other
duties and have such other powers as the Board of Directors, the Chairman of
the Board or the President may from time to time prescribe.

         SECTION 5.13.  TREASURER.  The Treasurer shall be the financial
officer of the corporation, shall have charge and custody of, and be
responsible for all funds and securities of the corporation; shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
corporation in such banks or other depositories as shall be designated by the
Board of Directors.  In general, he shall perform all the duties incident to
the office of Treasurer and such other duties as, from time to time, may be
designated to him by the Board of Directors, the chairman of the board or the
president.  He shall render to the president and the Board of Directors,
whenever the same shall be required, an account of all his transactions as
Treasurer and of the financial condition of the corporation.

         SECTION 5.14.  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, perform the
duties and exercise the powers of the treasurer.  They shall perform such other
duties and have such other powers as the Board of Directors, the chairman of
the board or the president may from time to time prescribe.

         SECTION 5.15.  CONTROLLER.  The Controller shall be a financial
officer of the corporation and assist the Treasurer in the discharge of his
duties as described in Section 5.13 above, and perform any and all duties
designated to him by the Board of Directors, the Chairman of the Board, the
President or the Treasurer.

         SECTION 5.16.  BONDING.  If required by the Board of Directors, all or
any one or more of the officers (and particularly the Treasurer and Assistant
Treasurers) shall give the corporation a bond in such amount with such surety
or sureties and subject to such renewal requirements, as may be ordered by the
Board of Directors for the faithful performance of the duties of his office and
for the restoration to the corporation in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control
belonging to the corporation.


                                   ARTICLE VI
                                GENERAL COUNSEL





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         The Board of Directors may appoint a general counsel for the
corporation at compensation to be set by the board.  The general counsel as
such shall not be an officer of the corporation unless the Board of Directors
shall so designate him in the resolution of appointment, but the person
designated as general counsel may hold any other office to which he is elected.
The board may appoint an individual lawyer or a law firm as the general counsel
of the corporation as it may elect.  If a law firm should be selected, then one
member thereof shall be designated as the particular lawyer in such firm whose
personal service are contemplated.  The general counsel shall, when called
upon, counsel and advise with the officers of this corporation on any legal
matters which may arise in the conduct of the corporation's business, shall
handle all claims and litigation involving the corporation and shall perform
such further legal services as may be contemplated in the contract of
employment.

                                  ARTICLE VII
                         INDEMNIFICATION OF DIRECTORS,
                             OFFICERS AND EMPLOYEES

         SECTION 7.1    INDEMNIFICATION RIGHTS.  Each person who was or is made
a party or is threatened to be made a party to, or is involved in any, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is or was the legal
representative, director or officer of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent, shall be indemnified and held harmless by
the corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than said law permitted
the corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, excise taxes
under the Employee Retirement Income Security Act of 1974, as amended, or
penalties and amounts paid or to be paid in settlement) actually and reasonably
incurred or suffered by such person in connection with such proceeding, and
such indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of his or
her heirs, executors and administrators; provided, however, that, except as
provided in Section 7.2 hereof, the corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors.  The right to indemnification





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conferred in this Section shall be a contract right and shall include the right
to be paid by the corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however, that if the
Delaware General Corporation Law requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation service
to an employee benefit plan) in advance of the final disposition of the
proceeding, shall be made only upon delivery to the corporation of an
undertaking, by or on behalf of such director or officer, to repay all amounts
so advanced if it shall ultimately be determined that such director or officer
is not entitled to be indemnified under this Section or otherwise.  The
corporation may, by action of its Board of Directors, provide indemnification
to employees and agents of the corporation with the same scope and effect as
the foregoing indemnification of directors and officers.

         SECTION 7.2  SUIT AGAINST THE CORPORATION.  If a claim under Section
7.1 is not paid in full by the corporation within thirty days after a written
claim has been received by the corporation, the claimant may at any time
thereafter bring suit against the corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim.  It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law
for the corporation to indemnify the claimant of the amount claimed, but the
burden of proving such defense shall be on the corporation.  Neither the
failure of the corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the Delaware General Corporation Law, nor an actual determination
by the corporation (including its Board of Directors, independent legal
counsel, or its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.

         SECTION 7.3  INDEMNIFICATION NOT EXCLUSIVE RIGHT.  The right to
indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition conferred in this Section shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of





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<PAGE>   14
Incorporation, bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.

         SECTION 7.4  INSURANCE.  The corporation may maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent of
the corporation or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.


                                  ARTICLE VIII
                                 CAPITAL STOCK

         SECTION 8.1.  CERTIFICATES REPRESENTING SHARES.  The share of capital
stock of the corporation shall be represented by certificates signed by or in
the name of the corporation by the president or vice president and the
secretary or an assistant secretary of the corporation and shall be sealed with
the seal of the corporation or a facsimile thereof.  If the corporation shall
be authorized to issue more than one class of stock, the designation,
preferences, limitations and relative rights and preferences of each series of
any preferred or special class of stock shall be set forth upon the face or
back thereof in full or summary form or be incorporated by reference on the
face or back of the certificate in accordance with the provisions of the Act.

         SECTION 8.2.  FACSIMILE SIGNATURES.  If the certificate is
countersigned by a transfer agent, or registered by a registrar other than the
corporation itself or an employee of the corporation, the signature of the
president, vice president, secretary  or assistant secretary may be facsimile.
In case any officer(s) who have signed or whose facsimile signature(s) have
been placed upon such certificate(s) shall have ceased to be such officer(s) of
the corporation whether because of death, resignation or otherwise, before such
certificate(s) is issued by the corporation, such certificate(s) may be issued
and delivered as though the person(s) who signed such certificate(s) or whose
facsimile signature(s) have been placed thereon were such officer(s) at the
date of its issuance.

         SECTION 8.3.  LOST, STOLEN OR DESTROYED CERTIFICATES.  The corporation
may issue a new certificate(s) in the place of any certificate(s) theretofore
issued by the corporation alleged to have been lost, stolen or destroyed, but
the Board of Directors may require the owner of such lost, stolen or destroyed
certificate or his legal representative to furnish affidavit as to such loss,
theft, or destruction, and to give a bond in such form and substance, and with
such surety or sureties with fixed or open penalty as it may direct, to
indemnify the corporation, the transfer agent, and the registrar against





                                      -14-
<PAGE>   15
any claim that may be made on account of the alleged loss, theft or destruction
of such certificate.  The Board of Directors may establish with the transfer
agent a blanket bond procedure.

         SECTION 8.4.  TRANSFERS OF STOCK.  Upon surrender to the corporation
or the transfer agent of the corporation of a certificate for share duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation to issue a new
certificate and record the transaction upon its books.

         SECTION 8.5.  REGISTERED SHAREHOLDERS.  The corporation shall be
entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends, and to vote as such owner, and
shall not be bound to recognize any equitable or other claim to or interest in
such share(s) on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

         SECTION 8.6.  RIGHT OF INSPECTION.  Any Person who shall have been a
shareholder of record for at least six (6) months immediately preceding his
demand, or who shall be the holder of record of at least five percent (5%) of
all the outstanding share of the corporation, upon written demand stating the
purpose thereof, shall have the right to examine, in person or by agent or
attorney, at any reasonable time or times during business hours, for any proper
purpose, the corporation's books and records of account, minutes and records of
shareholders, and shall be entitled to make extracts therefrom.

         SECTION 8.7.  STOCK OPTIONS AND AGREEMENTS.  Any share-holder of this
corporation may enter into agreements giving to any other shareholder(s) or any
third party an option to purchase any of this stock in the corporation; and
such shares of stock shall thereupon be subject to such agreement and
transferable only upon proof of compliance therewith; provided, however, that a
copy of such agreement be filed with the corporation and reference thereto
placed upon the certificate representing said shares of stock.


                                   ARTICLE IX
                  GENERAL PROVISIONS -- SPECIAL CORPORATE ACTS

         SECTION 9.1.  NOTICE OF MEETINGS.  Notice to directors and
shareholders shall be written or printed and delivered personally or mailed,
with postage prepaid thereon, to the directors or shareholders at their
addresses appearing on the books of the corporation.  Notice by mail shall be
deemed to be given at the time when the same shall be mailed.  Notice to
directors may also be given by telegram.  Neither the business to be transacted
at or the purpose of any regular or special meeting of





                                      -15-
<PAGE>   16
the Board of Directors need be specified in the notice or waiver of notice of
such meeting.

         SECTION 9.2.  WAIVER OF NOTICE OF MEETING.  Whenever any notice is
required to be given under the provisions of the Act or by the Articles of
Incorporation or by these Bylaws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.  Attendance of a director
at a meeting shall constitute waiver of notice of such meeting except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

         SECTION 9.3.  CLOSING OF TRANSFER BOOKS - RECORD DATE. For the purpose
of determining shareholders entitled to notice of or to vote at any meting of
shareholders or any adjournment thereof, or entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may provide that the stock transfer
books shall be closed for stated period but not to exceed, in any case, sixty
(60) days.  If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten (10) days immediately
preceding such meeting.  In lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date as a record date for any such
determination of shareholders, such date in any case to be not more than sixty
(60) days, and in the case of a meeting of shareholders, not less than ten (10)
days prior to the date on which the particular action requiring such
determination of shareholders is to be taken.  If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record
date for such determination of shareholders.  When a determination of
shareholders has been made as provided in this Section 9.03., such
determination shall apply to any adjournment thereof; provided, however, that
the Board of Directors may fix a new record date for the adjourned meeting.

         SECTION 9.4.  DIVIDENDS.  Dividends upon the capital stock of the
corporation, subject to the provisions of the Articles of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law.  Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Articles of
Incorporation and Section 170 of the Act.





                                      -16-
<PAGE>   17
         SECTION 9.5.  EXECUTION OF DEEDS, CONTRACTS, ETC.  Subject always to
the specific directions of the Board of Directors, all deeds and mortgages made
by the corporation and all other written contracts and agreements to which the
corporation shall be party shall be executed in its name by the chairman of the
board, the president or one of the vice presidents; and the secretary or an
assistant secretary, when necessary or required, shall affix and attest the
corporate seal thereto.

         SECTION 9.6.  ENDORSEMENT OF STOCK CERTIFICATES.  Subject always to
the specific directions of the Board of Directors, any share(s) of stock issued
by any other corporation and owned by the corporation (including reacquired
shares of stock of the corporation), may, for sale or transfer, be endorsed in
the name of the corporation by the chairman of the board, the president or one
of its vice presidents and attested by the secretary or an assistant secretary
either with or without affixing thereto the corporate seal.

         SECTION 9.7.  VOTING OF SHARES OWNED BY CORPORATION.  Subject always
to the specific directions of the Board of Directors, any share(s) of stock
issued by any other corporation and owned or controlled by the corporation may
be voted at any shareholders' meeting of such other corporation by the chairman
of the board, the president of the corporation, if either be present, or in the
absence of the chairman of the board and the president, by any vice president
of the corporation, who may be present.  Whenever, in the judgment of the
chairman of the board, the president, or in the absence of the chairman of the
board and the president, of any vice president, it is desirable for the
corporation to execute a proxy or give a shareholder's consent in respect to
any share(s) of stock issued by any other corporation and owned by the
corporation, such proxy or consent shall be executed in the name of the
corporation by the chairman of the board, the president or one of the vice
presidents of the corporation and shall be attested by the secretary or an
assistant secretary of the corporation under the corporate seal without
necessity of any authorization by the Board of Directors.  Any person or
persons designated in the manner above stated as the proxy or proxies of the
corporation shall have full right, power and authority to vote the share(s) of
stock issued by such other corporation and owned by the corporation the same as
such share(s) might be voted by the corporation.

         SECTION 9.8.  ANNUAL STATEMENT.  The Board of Directors shall present
at each Annual Meeting, and when called for by the vote of shareholders at any
special meeting of the shareholders, a full and clear statement of the business
and condition of the corporation.

         SECTION 9.9.  FISCAL YEAR.  The fiscal year of the corporation shall
be fixed by resolution of the Board of Directors.





                                      -17-
<PAGE>   18
         SECTION 9.10.  SEAL.  The corporate seal shall have inscribed thereon
the name of the corporation, the words "Corporate Seal, Texas" and may have
inscribed thereon the year of the organization.  The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.


                                   ARTICLE X
                              AMENDMENTS TO BYLAWS

         The Board of Directors, by the affirmative vote of a majority of the
directors, may at any meeting, alter, amend, or repeal any of these Bylaws, or
may adopt new Bylaws, subject, however, to the right of the shareholders to
repeal or change any such action by the Board of Directors.


                                  CERTIFICATE



         The undersigned secretary of E-Z Serve Corporation, a Delaware
corporation, hereby certifies that the foregoing by-laws are the by-laws of the
Corporation authorized and adopted by the Board of Directors of the
Corporation, effective on the date hereof.

         Dated:  March 25, 1992.



                                                   /s/ John T. Miller 
                                                   -------------------
                                                   Secretary





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