Exhibit
      3.2





AMENDED
      AND RESTATED BYLAWS OF


SANDERS
      MORRIS HARRIS GROUP INC.


(the
      “Corporation”)




(As
      amended through August 7, 2007)




ARTICLE
      I


OFFICES




SECTION
      1.1. OFFICES. The principal business office of the Corporation shall be 600
      Travis, Suite 3100, Houston, Texas 77002. The Corporation may have such other
      business offices within or without the State of Texas as the Corporation’s board
      of directors (the “Board of Directors”) may from time to time
      establish.




ARTICLE
      II


CAPITAL
      STOCK




SECTION
      2.1. CERTIFICATE REPRESENTING SHARES.
      Shares of capital stock of the Corporation may be represented by certificates
      in
      such form or forms as the Board of Directors may approve; provided that such
      form or forms shall comply with all applicable requirements of law or of the
      Corporation’s articles of incorporation, as amended (the “Articles of
      Incorporation”). In addition, the Board of Directors may by resolution provide
      that some or all of any class or series of capital stock may be uncertificated
      shares. Any such resolution shall not apply to shares represented by a
      certificate until such certificate is surrendered to the Corporation (or the
      transfer agent or registrar, as the case may be). Notwithstanding the adoption
      of such resolution by the Board of Directors, upon request, a holder of
      uncertificated shares shall be entitled to have a certificate. Such certificates
      shall be signed in the name of the Corporation by the Chairman of the Board,
      if
      any, or the Chief Executive Officer, President or a vice president and by the
      Secretary or any Assistant Secretary or the Treasurer or an Assistant Treasurer,
      certifying the number of shares and the class or series of shares of the
      Corporation owned by the Shareholder and may be sealed with the seal of the
      Corporation or imprinted or otherwise marked with a facsimile of such seal.
      Any
      or all of the signatures on a certificate may be facsimile. In case any officer,
      transfer agent, or registrar who has signed or whose facsimile signature has
      been placed upon a certificate shall have ceased to be such officer, transfer
      agent, or registrar before such certificate is issued, it may be issued by
      the
      Corporation with the same effect as if such person were an officer, transfer
      agent, or registrar at the date of issue. If a holder of uncertificated shares
      elects to receive a certificate for shares of capital stock, the Corporation
      (or
      the transfer agent or registrar, as the case may be) shall (to the extent
      permitted under applicable law and rules, regulations, and listing requirements
      of any stock exchange or stock market on which the Corporation's shares are
      listed or traded), cease providing annual statements indicating such holder's
      holdings of shares in the corporation.. The certificates shall be consecutively
      numbered as they are issued and a record of such issuance shall be entered
      in
      the books of the Corporation. No shares of capital stock shall be issued until
      the full amount of the consideration therefor, fixed as provided by law, has
      been paid or delivered.





SECTION
      2.2. SHARE TRANSFER RECORD AND SHAREHOLDERS OF RECORD. The Secretary of the
      Corporation shall maintain, among other records, a share transfer record, which
      shall set forth the names and addresses of the holders of all issued shares
      of
      the Corporation, the number of shares held by each, the number of certificates,
      if any, representing such shares, the date of issue of such certificates, if
      any, and whether or not such shares originate from original issue or from
      transfer.




1




The
      names
      and addresses of shareholders as they appear on the share transfer record shall
      be the official list of shareholders of record of the Corporation for all
      purposes. The Corporation shall be entitled to treat the holder of record of
      any
      shares as the owner thereof for all purposes, and shall not be bound to
      recognize any equitable or other claim to, or interest in, such shares or any
      rights deriving from such shares on the part of any other person, including,
      but
      without limitation, a purchaser, assignee, or transferee, unless and until
      such
      other person becomes the holder of record of such shares, whether or not the
      Corporation shall have either actual or constructive notice of the interest
      of
      such other person.





SECTION
      2.3. SHAREHOLDER’S CHANGE OF NAME OR ADDRESS. Each shareholder shall promptly
      notify the Secretary of the Corporation, at its principal business office,
      by
      written notice sent by certified mail, return receipt requested, of any change
      in name or address of the shareholder from that as it appears upon the official
      list of shareholders of record of the Corporation. The Secretary of the
      Corporation shall then enter such changes into all affected Corporation records,
      including, but not limited to, the official list of shareholders of
      record.




SECTION
      2.4. TRANSFER OF STOCK. The shares of capital stock of the Corporation are
      transferable only on the books of the Corporation by the holder of record
      thereof or by his duly authorized attorney or legal representative (a) if the
      shares are certificated, upon surrender of the certificate for such shares,
      if
      any, properly endorsed or assigned with a request to transfer or (b) if the
      shares are uncertificated, when an instruction is presented to the Corporation
      with a request to transfer. The Board of Directors may make such rules and
      regulations concerning the issue, transfer, registration, and replacement of
      certificates as it deems desirable or necessary in accordance with applicable
      law.




SECTION
      2.5. TRANSFER AGENT AND REGISTRAR. The Board of Directors may appoint one or
      more transfer agents or registrars of the shares of capital stock of the
      Corporation, or both, and may require all share certificates to bear the
      signature of a transfer agent or registrar, or both.




SECTION
      2.6. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
      Board
      of Directors, or such officer or officers of the Corporation as the Board of
      Directors may from


time
      to
      time designate, may direct a new certificate or certificates to be issued in
      place of any certificate or certificates theretofore issued by the corporation
      alleged to have been lost, stolen, or destroyed upon the making of an affidavit
      of that fact by the person claiming the certificate or certificates of stock
      to
      be lost, stolen, or destroyed. When authorizing the issuance of a new
      certificate or certificates, the Board of Directors, or such officer or
      officers, in its or his discretion and as a condition precedent to the issuance
      thereof, may require the owner of such lost, stolen, or destroyed certificate
      or
      certificates, or his legal representative, to advertise the same in such manner
      as it or he shall require or to give the Corporation a bond in such form, in
      such sum, and with such surety or sureties as it or he may direct as indemnity
      against any claim that may be made against the Corporation on account of the
      certificate or certificates alleged to have been lost, stolen, or destroyed
      or
      the issuance of the new certificate or certificates.





SECTION
      2.7. FRACTIONAL SHARES. Only whole shares of the stock of the Corporation shall
      be issued. In case of any transaction by reason of which a fractional share
      might otherwise be issued, the Board of Directors, or the officers
      in the exercise of powers delegated by the Board of Directors, shall take such
      measures consistent with the law, the Articles of Incorporation and these
      bylaws, including (for example, and not by way of limitation) the payment in
      cash of an amount equal to the fair value of any fractional share, as they
      may
      deem proper to avoid the issuance of any fractional share.


2





ARTICLE
      III


THE
      SHAREHOLDERS




SECTION
      3.1. ANNUAL MEETING. Commencing in the calendar year 2000, the annual meeting
      of
      the shareholders, for the election of directors and for the transaction of
      such
      other business as may properly come before the meeting, shall be held at such
      place, date and time as shall be designated by resolution of the Board of
      Directors; *provided,
      however* ,
      that no
      more than thirteen months shall have elapsed between two consecutive annual
      meetings of shareholders. Failure to hold any annual meeting or meetings shall
      not work a forfeiture or dissolution of the Corporation.




Only
      such
      business shall be conducted as shall have been properly brought before the
      meeting. To be properly brought before an annual meeting, business must be
      (a)
      specified in the notice of meeting given by or at the direction of the Board
      of
      Directors, (b) otherwise properly brought before the meeting or at the direction
      of the Board of Directors, or (c) otherwise properly brought before the meeting
      by a shareholder of the Corporation. For business to be properly brought before
      an annual meeting by a shareholder, the shareholder must have given timely
      notice thereof in writing to the Secretary of the Corporation. To be timely,
      a
      shareholder’s notice must be delivered to or mailed and received at the
      principal executive offices of the Corporation, no less than 60 days nor more
      than 180 days prior to the anniversary date of the immediately preceding annual
      meeting; *provided,
      however* ,
      that in
      the event that the date of the annual meeting is changed by more than 30 days
      from such anniversary date, notice by the shareholder to be timely must be
      received not later than the close of business on the tenth day following the
      earlier of the date on which a written statement setting forth the date of
      such
      meeting was mailed to shareholders or the date on which it is first disclosed
      to
      the public. A shareholder’s notice to the Secretary shall set forth as to each
      matter the shareholder proposes to bring before the annual meeting: (a) a brief
      description of the business desired to be brought before the annual meeting,
      (b)
      the name and address, as they appear on the Corporation’s books, of the
      shareholder proposing such proposal, (c) the class and number of shares of
      the
      Corporation that are beneficially owned by the shareholder, and (d) any material
      interest of the shareholder in such business. In addition, if the shareholder’s
      ownership of shares of the Corporation, as set forth in the notice, is solely
      beneficial, documentary evidence of such ownership must accompany the notice.
      Notwithstanding anything else in these Bylaws to the contrary, no business
      shall
      be conducted at an annual meeting except in accordance with the procedures
      set
      forth in this Section. The presiding officer of an annual meeting shall, if
      the
      facts warrant, determine and declare to the meeting that any business that
      was
      not properly brought before the meeting is out of order and shall not be
      transacted at the meeting.




SECTION
      3.2. SPECIAL MEETINGS. Except as otherwise provided by law or by the Articles
      of
      Incorporation, special meetings of the shareholders may be called by the
      chairman of the Board of Directors, the President, or any one of the directors
      and shall be held at the principal office of the Corporation or at such other
      place, and at such time, as may be stated in the notice calling such
      meeting.




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


3


SECTION
      3.4. DISCHARGE OF NOTICE REQUIREMENT. The notice provided for in Section 3.3
      of
      these bylaws is not required to be given to any shareholder if either notice
      of
      two consecutive annual meetings and all notices of meetings held during the
      period between such annual meetings or all payments (but in no event less than
      two payments) of distributions or interest on securities, during a 12-month
      period, have been sent by first class mail, to such shareholder, addressed
      to
      the address as shown on the records of the Corporation and have been returned
      undeliverable. Any action or meeting taken or held without notice to such a
      shareholder shall have the same force and effect as if the notice had been
      duly
      given and any articles or document filed with the Secretary of State pursuant
      to
      action taken may state that notice was duly given to all persons to whom notice
      was required to be given. The requirement that notice be given to such a
      shareholder shall be reinstated if such shareholder delivers to the Corporation
      a written notice setting forth his then current address.




SECTION
      3.5. CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE. For the purpose of
      determining shareholders entitled to notice of, or to vote at, any meeting
      of
      shareholders or any adjournment thereof, or shareholders entitled to receive
      a
      distribution by the Corporation (other than a distribution involving a purchase
      or redemption by the Corporation of any of its own shares) or a share dividend,
      or in order to make a determination of shareholders for any other proper
      purpose, the Board of Directors of the Corporation may provide that the stock
      transfer books shall be closed for a stated period in no case to exceed sixty
      days. If the stock transfer books shall be closed for the purpose of determining
      shareholders entitled to notice of or to vote at a meeting of shareholders,
      such
      books shall be closed for at least the ten days immediately preceding such
      meeting. In lieu of closing the stock transfer books, the Board of Directors
      may
      fix in advance a date as the record date for any such determination of
      shareholders, such date in no case to be more than sixty days nor, in the case
      of a meeting of shareholders, less than ten 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 a distribution (other than
      a
      distribution involving a purchase or redemption by the corporation of any of
      its
      own shares) or a share 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 distribution or share dividend is adopted, as the case may be, shall be
      the
      record date of such determination of shareholders. When a determination of
      shareholders entitled to vote at any meeting of shareholders has been made,
      as
      provided in this Section, such determination shall apply to any adjournment
      thereof except where the determination has been made through the closing of
      stock transfer books and the stated period of closing has expired.




SECTION
      3.6. DISTRIBUTIONS AND SHARE OWNERSHIP AS OF RECORD DATE. Distributions of
      cash,
      tangible property or intangible property made or payable by the Corporation,
      whether in liquidation or from earnings, profits, assets or capital, including
      all distributions that were payable but not paid to the registered owner of
      the
      shares, his heirs, successors or assigns but that are now being held in suspense
      by the Corporation or that were paid or delivered by it into an escrow account
      or to a trustee or custodian, shall be payable by the Corporation, escrow agent,
      trustee or custodian to the person registered as owner of the shares in the
      Corporation’s stock transfer books as of the record date determined for that
      distribution, as provided in Section 3.5 of these bylaws, his heirs, successors
      or assigns. The person in whose name the shares are or were registered in the
      stock transfer books of the Corporation as of the record date shall be deemed
      to
      be the owner of the shares registered in his name at that time.


4


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




SECTION
      3.8. QUORUM AND OFFICERS. Except as otherwise provided by law, by the Articles
      of Incorporation or by these bylaws, the holders of a majority of the shares
      entitled to vote and represented in person or by proxy shall constitute a quorum
      at a meeting of shareholders, but the shareholders present at any meeting,
      although representing less than a quorum, may from time to time adjourn the
      meeting to some other day and hour, without notice other than announcement
      at
      the meeting. The shareholders present at a duly organized meeting may continue
      to transact business until adjournment, notwithstanding the withdrawal of enough
      shareholders to leave less than a quorum. The vote of the holders of a majority
      of the shares entitled to vote and thus represented at a meeting at which a
      quorum is present shall be the act of the shareholders’ meeting, unless the vote
      of a greater number is required by law. The chairman of the board shall preside
      at, and the Secretary shall keep the records of, each meeting of shareholders,
      and in the absence of either such officer, his duties shall be performed by
      any
      other officer authorized by these bylaws or any person appointed by resolution
      duly adopted at the meeting.




SECTION
      3.9. VOTING AT MEETINGS. Each outstanding share shall be entitled to one vote
      on
      each matter submitted to a vote at a meeting of shareholders except to the
      extent that the Articles of Incorporation or the laws of the State of Texas
      provide otherwise.




SECTION
      3.10. PROXIES. A shareholder may vote either in person or by proxy executed
      in
      writing by the shareholder, or by his duly authorized attorney-in-fact. No
      proxy
      shall be valid after eleven (11) months from the date of its execution unless
      otherwise provided in the proxy. A proxy shall be revocable unless the proxy
      form conspicuously states that the proxy is irrevocable and the proxy is coupled
      with an interest.




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





SECTION
      3.12. VOTING RIGHTS, PROHIBITION OF CUMULATIVE VOTING FOR DIRECTORS. Each
      outstanding share of common stock shall be entitled to one (1) vote upon each
      matter submitted to a vote at a meeting of shareholders. No shareholder shall
      have the right to cumulate his votes for the election of directors but each
      share shall be entitled to one vote in the election of each director. In the
      case of any contested election for any directorship, the candidate for such
      position receiving a plurality of the votes cast in such election shall be
      elected to such position.


5


SECTION
      3.13. RECORD OF SHAREHOLDERS. The Corporation shall keep at its principal
      business office, or the office of its transfer agents or registrars, a record
      of
      its shareholders, giving the names and addresses of all shareholders and the
      number and class of the shares held by each.




ARTICLE
      IV


THE
      BOARD
      OF DIRECTORS




SECTION
      4.1. NUMBER, QUALIFICATIONS, TERM AND NOMINATION. The business and affairs
      of
      the Corporation shall be managed and controlled by the Board of Directors;
      and,
      subject to any restrictions imposed by law, by the Articles of Incorporation,
      or
      by these bylaws, the Board of Directors may exercise all the powers of the
      Corporation. The initial Board of Directors shall consist of one member. Each
      subsequent Board of Directors shall consist of not less than three (3) nor
      more
      than fifteen (15) members, such number to be determined from time to time by
      resolution of a majority of the full Board of Directors; *provided,
      however* ,
      that no
      decrease shall effect a shortening of the term of any incumbent director.
      Directors need not be residents of Texas or shareholders of the Corporation
      absent provision to the contrary in the Articles of Incorporation or laws of
      the
      State of Texas. Except as otherwise provided in the Articles of Incorporation
      and Section 4.3 of these bylaws, each position on the Board of Directors shall
      be filled by election at the annual meeting of shareholders. Only persons who
      are nominated in accordance with the procedures set forth in these Bylaws shall
      be eligible to serve as directors. Nominations of persons for election to the
      Board of Directors of the Corporation may be made at a meeting of shareholders
      (a) by or at the direction of the Board of Directors or (b) by any shareholder
      of the Corporation who is a shareholder of record at the time of giving of
      notice provided for in this Section, who shall be entitled to vote for the
      election of directors at the meeting and who complies with the notice procedures
      set forth in this Section.




Nominations
      by shareholders shall be made pursuant to timely notice in writing to the
      Secretary of the Corporation. To be timely, a shareholder’s notice shall be
      delivered to or mailed and received at the principal executive offices of the
      Corporation (a) in the case of an annual meeting, not less than 60 days nor
      more
      than 180 days prior to the first anniversary of the preceding year’s annual
      meeting; *provided,
      however* ,
      that in
      the event that the date of the annual meeting is changed by more than 30 days
      from such anniversary date, notice by the shareholder to be timely must be
      so
      received not later than the close of business on the tenth day following the
      earlier of the date on which a written statement setting forth the date of
      such
      meeting was mailed to shareholders or the date on which it is first disclosed
      to
      the public, and (b) in the case of a special meeting at which directors are
      to
      be elected, not later than the close of business on the tenth day following
      the
      earlier of the date on which a written statement setting forth the date of
      such
      meeting was mailed to shareholders or the date on which it is first disclosed
      to
      the public. Such shareholder’s notice shall set forth (a) as to each person whom
      the shareholder proposes to nominate for election or reelection as a director
      all information relating to such person that is required to be disclosed in
      solicitations of proxies for election of directors, or is otherwise required,
      in
      each case pursuant to Regulation 14A under the Exchange Act (including such
      person’s written consent to being named in the proxy statement as a nominee and
      to serving as a director if elected); (b) as to the shareholder giving the
      notice (i) the name and address, as they appear on the Corporation’s books, of
      such shareholder and (ii) the class and number of shares of the Corporation
      which are beneficially owned by such shareholder and which are owned of record
      by such shareholder; and (c) as to the beneficial owner, if any, on whose behalf
      the nomination is made, (i) the name and address of such person and (ii) the
      class and number of shares of the Corporation which are beneficially owned
      by
      such person. At the request of the Board of Directors, any person nominated
      by
      the Board of Directors for election as a director shall furnish to the Secretary
      of the Corporation that information required to be set forth in a shareholder’s
      notice of nomination which pertains to the nominee.




6




The
      presiding officer of the meeting shall, if the facts warrant, determine and
      declare to the meeting that a nomination was not made in accordance with the
      procedures prescribed by this Section and he shall so declare to the meeting,
      and the defective nomination shall be disregarded. Each person elected a
      director shall hold office, unless removed in accordance with Section 4.2 of
      these bylaws, until the next annual meeting of the shareholders and until his
      successor shall have been duly elected and qualified.




SECTION
      4.2. REMOVAL. No director nor the entire Board of Directors may be removed
      from
      office, at any special meeting of shareholders except for cause, and then only
      by the affirmative vote of at least two thirds of the shares of the shareholders
      present in person or by proxy and entitled to vote at such meeting, if notice
      of
      the intention to act upon such matter shall have been given in the notice
      calling such meeting. If the notice calling such meeting shall have so provided,
      the vacancy caused by such removal may be filled at such meeting by the
      affirmative vote of a majority in number of the shares of the shareholders
      present in person or by proxy and entitled to vote.




SECTION
      4.3. VACANCIES. Any vacancy occurring in the Board of Directors may be filled
      by
      the vote of a majority of the remaining directors, if any, even if such
      remaining directors comprise less than a quorum of the Board of Directors,
      or by
      the shareholders if no other directors remain. A director elected to fill a
      vacancy shall be elected for the unexpired term of his predecessor in office.
      Any position on the Board of Directors to be filled by reason of an increase
      in
      the number of directors shall be filled by the vote of a majority of the
      directors, election at an annual meeting of the shareholders, or at a special
      meeting of shareholders duly called for such purpose, provided that the Board
      of
      Directors may fill no more than two such directorships during the period between
      any two successive annual meetings of shareholders.




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




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




SECTION
      4.6. QUORUM. A majority of the number of directors fixed by these bylaws shall
      constitute a quorum for the transaction of business and the act of not less
      than
      a majority of such quorum of the directors shall be required in order to
      constitute the act of the Board of Directors, unless the act of a greater number
      shall be required by law, by the Articles of Incorporation or by these
      bylaws.


7


SECTION
      4.7. PROCEDURE AT MEETINGS. The Board of Directors, at each regular meeting
      held
      immediately following the annual meeting of shareholders, shall appoint one
      of
      their number as chairman of the Board of Directors. Failure to designate a
      chairman of the board shall be deemed a designation of the President to perform
      the functions of the chairman of the board. The chairman of the board shall
      preside at meetings of the board. In his absence at any meeting, any officer
      authorized by these bylaws or any member of the Board of Directors selected
      by
      the members present shall preside. The Secretary of the Corporation shall act
      as
      secretary at all meetings of the Board of Directors. In his absence, the
      presiding officer of the meeting may designate any person to act as Secretary.
      At meetings of the Board of Directors, the business shall be transacted in
      such
      order as the board may from time to time determine.




SECTION
      4.8. PRESUMPTION OF ASSENT. Any director of the Corporation who is present
      at a
      meeting of the Board of Directors at which action on any corporate matter is
      taken shall be presumed to have assented to the action taken unless his dissent
      shall be entered in the minutes of the meeting or unless he shall file his
      written dissent to such action with the person acting as the Secretary of the
      meeting before the adjournment thereof or shall forward such dissent by
      registered mail to the Secretary of the Corporation immediately after the
      adjournment of the meeting. Such right to dissent shall not apply to a director
      who voted in favor of such action.




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




SECTION
      4.10. COMPENSATION. Directors as such shall not receive any stated salary for
      their service, but by resolution of the Board of Directors, a fixed sum and
      reimbursement for reasonable expenses of attendance, if any, may be allowed
      for
      attendance at each regular or special meeting of the Board of Directors or
      at
      any meeting of the Executive Committee of directors, if any, to which such
      director may be elected in accordance with the following Section 4.11; but
      nothing herein shall preclude any director from serving the Corporation in
      any
      other capacity or receiving compensation therefore.




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


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SECTION
      4.12. OTHER COMMITTEES. The Board of Directors, by resolution adopted by a
      majority of the full Board of Directors, may appoint one or more committees
      of
      two or more directors each. Such committees may exercise such authority of
      the
      Board of Directors in the business and affairs of the Corporation as the Board
      of Directors may, by resolution duly adopted, delegate, except as prohibited
      by
      law. The designation of any committee and the delegation thereto of authority
      shall not operate to relieve the Board of Directors, or any member thereof,
      of
      any responsibility imposed on it or him by law. Any member of a committee may
      be
      removed at any time by the Board of Directors. Members of any such committees
      shall receive such compensation as may be approved by the Board of Directors
      and
      will be reimbursed for reasonable expenses actually incurred by reason of
      membership on a committee.




SECTION
      4.13. ADVISORY DIRECTORS. The Board of Directors, by resolution adopted by
      a
      majority of the full Board Directors, may appoint one or more individuals to
      be
      advisory directors (“Advisory Directors”), who by such appointment shall not as
      such be a member of the Board of Directors.  Each such Advisory Director
      shall be appointed for such term as determined by the Board of Directors, to
      serve at the pleasure of the Board of Directors, and may be removed (with or
      without cause) by resolution adopted by a majority of the full Board of
      Directors.  An Advisory Director shall serve only as an advisor to the
      Board of Directors.  As an advisor, an Advisory Director shall participate,
      advise or counsel the Board of Directors on matters brought before the Board
      of
      Directors, as may be requested from time to time by the Board of
      Directors.  An Advisory Director shall be entitled to notice and to attend
      all meetings of the Board of Directors but will not have the right to vote
      on
      any such matters or to bind the Corporation in any manner.  Advisory
      Directors shall not be considered members of the Board of Directors for notice,
      quorum, voting or other purposes, and shall not have the powers or
      responsibilities of a director of the Corporation.  No action of the Board
      of Directors or any committee thereof shall be invalid by reason of a failure
      of
      any Advisory Director to receive notice of or to attend any meeting of the
      Board
      of Directors or any committee thereof.




The
      Board
      of Directors, by resolution adopted by a majority of the full Board, may appoint
      Advisory Directors to one or more committees of the Board of Directors, and
      such
      Advisory Directors shall be entitled to notice and to attend meetings of such
      committees.  The Board of Directors or committee thereof shall have the
      authority to excuse Advisory Directors from all or any portion of any
      meeting.  Advisory Directors shall receive compensation and reimbursement
      of expenses as determined by the Board of Directors.




ARTICLE
      V


OFFICERS




SECTION
      5.1. NUMBER. The officers of the Corporation shall consist of a chairman, if
      one
      is elected by the Board of Directors, a President, one or more vice presidents,
      if elected by the Board, and a Secretary; and, in addition, such other officers
      and assistant officers and agents as may be deemed necessary or desirable.
      Officers shall be elected or appointed by the Board of Directors. Any two or
      more offices may be held by the same person. In its discretion, the Board of
      Directors may leave unfilled any office except those of President and
      Secretary.




SECTION
      5.2. ELECTION; TERM; QUALIFICATION. Officers shall be chosen by the Board of
      Directors annually at the meeting of the Board of Directors following the annual
      shareholders’ meeting. Each officer shall hold office until his successor has
      been chosen and qualified, or until his death, resignation, or
      removal.




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


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SECTION
      5.4. VACANCIES. Any vacancy in any office for any cause may be filled by the
      Board of Directors at any meeting.




SECTION
      5.5. DUTIES. The officers of the Corporation shall have such powers and duties,
      except as modified by the Board of Directors, as generally pertain to their
      offices, respectively, as well as such powers and duties as from time to time
      shall be conferred by the Board of Directors and by these bylaws.




SECTION
      5.6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one is elected by
      the
      Board of Directors, shall preside at all meetings of the Board of Directors
      and
      approve the minutes of all proceedings of such meetings, and he shall be
      available to consult with and advise the officers of the Corporation with
      respect to the conduct of the business and affairs of the Corporation and shall
      have such other powers and duties as designated in accordance with these bylaws
      and as from time to time may be assigned to him by the Board of
      Directors.




SECTION
      5.7. THE PRESIDENT. The President shall have general direction of the affairs
      of
      the Corporation and general supervision over its several officers, subject
      however, to the control of the Board of Directors. He shall at each annual
      meeting, and from time to time, report to the shareholders and to the Board
      of
      Directors all matters within his knowledge which, in his opinion, the interest
      of the Corporation may require to be brought to the notice of such persons.
      He
      may sign, with the Secretary or an assistant secretary, any or all certificates
      of stock of the Corporation. He shall preside at all meetings of the
      shareholders, shall sign and execute in the name of the Corporation (i) all
      contracts or other instruments authorized by the Board of Directors, and (ii)
      all contracts or instruments in the usual and regular course of business,
      pursuant to Section 6.2 hereof, except in cases when the signing and execution
      thereof shall be expressly delegated or permitted by the board or by these
      bylaws to some other officer or agent of the Corporation; and, in general,
      shall
      perform all duties incident to the office of President, and such other duties
      as
      from time to time may be assigned to him by the Board of Directors or as are
      prescribed by these bylaws.




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




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




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SECTION
      5.10. ASSISTANT OFFICERS. Any assistant secretary appointed by the Board of
      Directors shall have power to perform, and shall perform, all duties incumbent
      upon the secretary of the Corporation, respectively, subject to the general
      direction of such respective officers, and shall perform such other duties
      as
      these bylaws may require or the Board of Directors may prescribe.




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




SECTION
      5.12. BONDS OF OFFICERS. The Board of Directors may secure the fidelity of
      any
      officer of the Corporation by bond or otherwise, on such terms and with such
      surety or sureties, conditions, penalties or securities as shall be deemed
      proper by the Board of Directors.




SECTION
      5.13. DELEGATION. The Board of Directors may delegate temporarily the powers
      and
      duties of any officer of the Corporation, in case of his absence or for any
      other reason, to any other officer, and may authorize the delegation by any
      officer of the Corporation of any of his powers and duties to any agent or
      employee, subject to the general supervision of such officer.




ARTICLE
      VI


MISCELLANEOUS




SECTION
      6.1. DISTRIBUTIONS. Distributions, subject to the provisions of the Articles
      of
      Incorporation and to limitations set forth by law, if any, may be declared
      by
      the Board of Directors at any regular or special meeting. Distributions may
      be
      in the form of a dividend, including a share dividend, a purchase or redemption
      by the Corporation, directly or indirectly, of any of its own shares or a
      payment by the Corporation in liquidation of all or a portion of its assets.
      A
      distribution may not be made if it would render the Corporation insolvent or
      if
      it exceeds the surplus of the Corporation, except as otherwise allowed by law.
      Subject to limitations upon the authority of the Board of Directors imposed
      by
      law or by the Articles of Incorporation, the declaration of and provision for
      payment of dividends shall be at the discretion of the Board of
      Directors.




SECTION
      6.2. CONTRACTS. The President shall have the power and authority to execute,
      on
      behalf of the Corporation, contracts or instruments in the usual and regular
      course of business, and in addition the Board of Directors may authorize any
      officer or officers, agent or agents, of the Corporation to enter into any
      contract or execute and deliver any instrument in the name of and on behalf
      of
      the Corporation, and such authority may be general or confined to specific
      instances. Unless so authorized by the Board of Directors or by these bylaws,
      no
      officer, agent or employee shall have any power or authority to bind the
      Corporation by any contract or engagement, or to pledge its credit or to render
      it pecuniarily liable for any purpose or in any amount.




SECTION
      6.3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment
      of
      money, notes, or other evidences of indebtedness issued in the name of the
      Corporation shall be signed by such officers or employees of the Corporation
      as
      shall from time to time be authorized pursuant to these bylaws or by resolution
      of the Board of Directors.




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




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SECTION
      6.5. ENDORSEMENT OF STOCK CERTIFICATES. Subject to the specific directions
      of
      the Board of Directors, any share or shares of stock issued by any corporation
      and owned by the Corporation, including reacquired shares of the Corporation’s
      own stock, may, for sale or transfer, be endorsed in the name of the Corporation
      by the President or any vice president; and such endorsement may be attested
      or
      witnessed by the Secretary or any assistant secretary either with or without
      the
      affixing thereto of the corporate seal.




SECTION
      6.6. CORPORATE SEAL. The corporate seal, if any, shall be in such form as the
      Board of Directors shall approve, and such seal, or a facsimile thereof, may
      be
      impressed on, affixed to, or in any manner reproduced upon, instruments of
      any
      nature required to be executed by officers of the Corporation.




SECTION
      6.7. FISCAL YEAR. The fiscal year of the Corporation shall begin and end on
      such
      dates as the Board of Directors at any time shall determine.




SECTION
      6.8. BOOKS AND RECORDS. The Corporation shall keep correct and complete books
      and records of account and shall keep minutes of the proceedings of its
      shareholders and Board of Directors, and shall keep at its registered office
      or
      principal place of business, or at the office of its transfer agent or
      registrar, a record of its shareholders, giving the names and addresses of
      all
      shareholders and the number and class of the shares held by each.




SECTION
      6.9. RESIGNATIONS. Any director or officer may resign at any time. Such
      resignations shall be made in writing and shall take effect at the time
      specified therein, or, if no time is specified, at the time of its receipt
      by
      the President or Secretary. The acceptance of a resignation shall not be
      necessary to make it effective, unless expressly so provided in the
      resignation.




SECTION
      6.10. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Corporation shall indemnify
      to the full extent allowed by law 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, arbitrative,
      or
      investigative, any appeal in such an action, suit, or proceeding, and any
      inquiry or investigation that could lead to such an action, suit or proceeding
      by reason of the fact that he is or was a director, officer, employee, or agent
      of the Corporation, or is or was serving at the request of the Corporation
      as a
      director, officer, employee, partner, venturer, proprietor, trustee, agent,
      or
      similar functionary of another corporation, partnership, joint venture, trust,
      other enterprise, or employee benefit plan. This indemnification shall, to
      the
      extent permitted by law, be against judgments, penalties, fines, settlements
      and
      reasonable expenses actually incurred in connection with such investigation,
      action, suit or proceeding but if the person is found liable to the Corporation
      or is found liable on the basis that personal benefit was improperly received
      by
      the person, indemnification shall be limited to reasonable expenses actually
      incurred by the person in connection with the proceeding and shall not be made
      in respect of any proceedings in which the person shall have been found liable
      for willful or intentional misconduct in the performance of his duty to the
      Corporation. A person acting in his official capacity as a director of the
      Corporation must have conducted himself in good faith and reasonably believed
      his actions to have been in the Corporation’s best interests. A person acting in
      any other capacity must have conducted himself in good faith and reasonably
      have
      believed his actions were not opposed to the Corporation’s best interests. In
      the case of any criminal proceeding, indemnification requires that the person
      indemnified have had no reasonable cause to believe his conduct was
      unlawful.


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Any
      indemnification under this Section shall be made by the Corporation only as
      authorized in the specific case upon a determination that indemnification is
      proper because the director, officer, employee or agent has met the applicable
      standard of conduct as set forth in the laws of the State of Texas, and the
      amount of indemnification (before or after termination of the proceedings)
      shall
      be made only as set forth in the laws of the State of Texas. Such determinations
      shall be made as set forth in the laws of the State of Texas.




Any
      indemnification of or advance of expenses to any officer, director, employee,
      or
      agent of the Corporation shall be reported in writing to the shareholders with
      or before the notice or waiver of notice of the next shareholder’s meeting or
      with or before the next submission to shareholders of a consent to action
      without a meeting and, in any case, within the twelve-month period immediately
      following the date of the indemnification or advance.




Any
      right
      of indemnification granted by this Section 6.10 shall be in addition to and
      not
      in lieu of any other such right to which any director or officer of the
      Corporation may at any time be entitled under the law of the State of Texas;
      and
      if any indemnification which would otherwise be granted by this Section 6.10
      shall be disallowed by any competent court or administrative body as illegal
      or
      against public policy, then any director or officer with respect to whom such
      adjudication was made, and any other officer or director, shall be indemnified
      to the fullest extent permitted by law and public policy, it being the express
      intent of the Corporation to indemnify its officers, directors, employees and
      agents to the fullest extent possible in conformity with these bylaws, all
      applicable laws, and public policy.




SECTION
      6.11. INDEMNITY INSURANCE. The Corporation may purchase and maintain insurance
      or another arrangement on behalf of a person who is or was a director, officer,
      employee or agent of the Corporation or who is or was serving at the request
      of
      the Corporation as a director, officer, partner, venturer, proprietor, trustee,
      employee, agent or similar functionary of another foreign or domestic
      corporation, partnership, joint venture, sole proprietorship, trust, employee
      benefit plan, or other enterprise, against any liability asserted against him
      and incurred by him in such capacity or arising out of his status as such a
      person, whether or not the Corporation would have the power to indemnify him
      against that liability under these bylaws or the laws of the State of Texas.
      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
      Corporation would not have the power to indemnify the person only if the
      shareholders of the Corporation approve the inclusion of coverage for the
      additional liability.




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


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ARTICLE
      VII


AMENDMENTS




SECTION
      7.1. AMENDMENTS. These bylaws may be altered, amended, or repealed, or new
      bylaws may be adopted, by the affirmative vote of a majority of the full Board
      of Directors at any duly held meeting of directors, provided that notice of
      such
      proposed action shall have been contained in the notice of any such meeting,
      unless the Articles of Incorporation or the laws of the State of Texas reserve
      the power exclusively to the shareholders in whole or in part, or the
      shareholders in amending, repealing or adopting a particular bylaw expressly
      provide that the Board of Directors may not amend or repeal that bylaw. Unless
      the Articles of Incorporation or a bylaw adopted by the shareholders provides
      otherwise as to all or some portion of the Corporation’s bylaws, the holders of
      a majority of the shares represented at any duly held meeting of the
      shareholders, provided that notice of such proposed action shall have been
      contained in the notice of any such meeting, may amend, repeal or adopt the
      Corporation’s bylaws.


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