<PAGE>

                        AMENDED AND RESTATED BYLAWS

                                     OF

                           TRISTAR AEROSPACE CO.

                          A Delaware Corporation

<PAGE>

<TABLE>
<S>  <C>  <C>                                                                 <C>
ARTICLE ONE:  OFFICES

     1.1  Registered Office and Agent . . . . . . . . . . . . . . . . . . . .  1
     1.2  Other Offices . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

ARTICLE TWO:  MEETINGS OF STOCKHOLDERS

     2.1  Annual Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     2.2  Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     2.3  Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . .  1
     2.4  Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     2.5  Voting List . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     2.6  Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     2.7  Required Vote; Withdrawal of Quorum . . . . . . . . . . . . . . . .  2
     2.8  Method of Voting; Proxies . . . . . . . . . . . . . . . . . . . . .  3
     2.9  Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
     2.10 Conduct of Meeting. . . . . . . . . . . . . . . . . . . . . . . . .  3
     2.11 Inspectors. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
     2.12 Notice of Stockholder Business and Nominations. . . . . . . . . . .  4

ARTICLE THREE:  DIRECTORS

     3.1  Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
     3.2  Number; Qualification; Election; Term . . . . . . . . . . . . . . .  6
     3.3  Change in Number. . . . . . . . . . . . . . . . . . . . . . . . . .  6
     3.4  Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
     3.5  Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
     3.6  Meetings of Directors . . . . . . . . . . . . . . . . . . . . . . .  7
     3.7  First Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
     3.8  Election of Officers. . . . . . . . . . . . . . . . . . . . . . . .  7
     3.9  Regular Meetings. . . . . . . . . . . . . . . . . . . . . . . . . .  7
     3.10 Special Meetings. . . . . . . . . . . . . . . . . . . . . . . . . .  7
     3.11 Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
     3.12 Quorum; Majority Vote . . . . . . . . . . . . . . . . . . . . . . .  8
     3.13 Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
     3.14 Presumption of Assent . . . . . . . . . . . . . . . . . . . . . . .  8
     3.15 Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . .  8

ARTICLE FOUR:  COMMITTEES

     4.1  Designation . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
     4.2  Number; Qualification; Term . . . . . . . . . . . . . . . . . . . .  8
     4.3  Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
     4.4  Committee Changes . . . . . . . . . . . . . . . . . . . . . . . . .  9
     4.5  Alternate Members of Committees . . . . . . . . . . . . . . . . . .  9
     4.6  Regular Meetings. . . . . . . . . . . . . . . . . . . . . . . . . .  9
     4.7  Special Meetings. . . . . . . . . . . . . . . . . . . . . . . . . .  9
     4.8  Quorum; Majority Vote . . . . . . . . . . . . . . . . . . . . . . .  9
     4.9  Minutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
     4.10 Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
     4.11 Responsibility. . . . . . . . . . . . . . . . . . . . . . . . . . . 10


<PAGE>

ARTICLE FIVE:  NOTICE

     5.1  Method. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
     5.2  Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE SIX:  OFFICERS

     6.1  Number; Titles; Term of Office. . . . . . . . . . . . . . . . . . . 10
     6.2  Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     6.3  Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     6.4  Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     6.5  Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     6.6  Chairman of the Board . . . . . . . . . . . . . . . . . . . . . . . 11
     6.7  President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     6.8  Vice Presidents . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     6.9  Treasurer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     6.10 Assistant Treasurers. . . . . . . . . . . . . . . . . . . . . . . . 12
     6.11 Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     6.12 Assistant Secretaries . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE SEVEN:  CERTIFICATES AND SHAREHOLDERS

     7.1  Certificates for Shares . . . . . . . . . . . . . . . . . . . . . . 12
     7.2  Replacement of Lost or Destroyed Certificates . . . . . . . . . . . 12
     7.3  Transfer of Shares. . . . . . . . . . . . . . . . . . . . . . . . . 13
     7.4  Registered Stockholders . . . . . . . . . . . . . . . . . . . . . . 13
     7.5  Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
     7.6  Legends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE EIGHT:  MISCELLANEOUS PROVISIONS

     8.1  Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
     8.2  Reserves. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
     8.3  Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . 14
     8.4  Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
     8.5  Seal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
     8.6  Resignations. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
     8.7  Securities of Other Corporations. . . . . . . . . . . . . . . . . . 14
     8.8  Action Without a Meeting. . . . . . . . . . . . . . . . . . . . . . 14
     8.9  Invalid Provisions. . . . . . . . . . . . . . . . . . . . . . . . . 14
     8.10 Mortgages, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     8.11 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     8.12 References. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     8.13 Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>

<PAGE>

                         AMENDED AND RESTATED BYLAWS

                                      OF

                           TRISTAR AEROSPACE CO.

                          A Delaware Corporation

                                  PREAMBLE

     These bylaws are subject to, and governed by, the General Corporation 
Law of the State of Delaware (the "Delaware General Corporation Law") and the 
certificate of incorporation of TriStar Aerospace Co., a Delaware corporation 
(the "Corporation").  In the event of a direct conflict between the 
provisions of these bylaws and the mandatory provisions of the Delaware 
General Corporation Law or the provisions of the certificate of incorporation 
of the Corporation, such provisions of the Delaware General Corporation Law 
or the certificate of incorporation of the Corporation, as the case may be, 
shall be controlling. 

                             ARTICLE ONE: OFFICES

     1.1  REGISTERED OFFICE AND AGENT.  The registered office and registered 
agent of the Corporation shall be as designated from time to time by the 
appropriate filing by the Corporation in the office of the Secretary of State 
of the State of Delaware. 

     1.2  OTHER OFFICES.  The Corporation may also have offices at such 
other places, both within and without the State of Delaware, as the board of 
directors may from time to time determine or as the business of the 
Corporation may require.

                   ARTICLE TWO:  MEETINGS OF STOCKHOLDERS

     2.1  ANNUAL MEETING.  An annual meeting of stockholders of the 
Corporation shall be held each calendar year on such date and at such time as 
shall be designated from time to time by the board of directors and stated in 
the notice of the meeting.  At such meeting, the stockholders shall elect 
directors and transact such other business as may properly be brought before 
the meeting in accordance with Section 2.12.

     2.2  SPECIAL MEETING.  A special meeting of the stockholders may be 
called at any time by the Chairman of the Board, the President or the 
majority of directors then in office.  A special meeting shall be held on 
such date and at such time as shall be designated by the person(s) calling 
the meeting and stated in the notice of the meeting.  Only such business 
shall be transacted at a special meeting as may be stated or indicated in the 
notice of such meeting in accordance with Section 2.12.

     2.3  PLACE OF MEETINGS.  An annual meeting of stockholders may be held 
at any place within or without the State of Delaware designated by the board 
of directors.  A special meeting


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<PAGE>


of stockholders may be held at any place within or without the State of 
Delaware designated in the notice of the meeting.  Meetings of stockholders 
shall be held at the principal office of the Corporation unless another place 
is designated for meetings in the manner provided herein.

     2.4  NOTICE.  Written or printed notice stating the place, day, and time 
of each meeting of the stockholders and, in case of a special meeting, the 
purpose or purposes for which the meeting is called shall be delivered not 
less than ten (10) days nor more than sixty (60) days before the date of the 
meeting, either personally or by mail, by or at the direction of the 
President, the Secretary, or the Chairman of the Board, to each stockholder 
of record entitled to vote at such meeting.  If such notice is to be sent by 
mail, it shall be directed to such stockholder at his address as it appears 
on the records of the Corporation, unless he shall have filed with the 
Secretary of the Corporation a written request that notices to him be mailed 
to some other address, in which case it shall be directed to him at such 
other address.  Notice of any meeting of stockholders shall not be required 
to be given to any stockholder who shall attend such meeting in person or by 
proxy and shall not, at the beginning of such meeting, object to the 
transaction of any business because the meeting is not lawfully called or 
convened, or who shall, either before or after the meeting, submit a signed 
waiver of notice, in person or by proxy. 

     2.5  VOTING LIST.  At least ten (10) days before each meeting of 
stockholders, the Secretary or other officer of the Corporation who has 
charge of the Corporation's stock ledger, either directly or through another 
officer appointed by him or through a transfer agent appointed by the board 
of directors, shall prepare a complete list of stockholders entitled to vote, 
arranged in alphabetical order and showing the address of each stockholder 
and number of shares registered in the name of each stockholder.  For a 
period of ten days prior to such meeting, such list shall be kept on file at 
a place within the city where the meeting is to be held, which place shall be 
specified in the notice of meeting or, if not so specified, at the place 
where the meeting is to be held and shall be open to examination by any 
stockholder during ordinary business hours.  Such list shall be produced at 
such meeting and kept at the meeting at all times during such meeting and may 
be inspected by any stockholder who is present.


     2.6  QUORUM.  The holders of a majority of the outstanding shares 
entitled to vote on a matter, present in person or by proxy, shall constitute 
a quorum at any meeting of stockholders, except as otherwise provided by law, 
the certificate of incorporation of the Corporation, or these bylaws.  If a 
quorum shall not be present, in person or by proxy, at any meeting of 
stockholders, the stockholders entitled to vote who are present, in person or 
by proxy, or, if no stockholder entitled to vote is present, any officer of 
the Corporation may adjourn the meeting from time to time, without notice 
other than announcement at the meeting (unless the board of directors, after 
such adjournment, fixes a new record date for the adjourned meeting), until a 
quorum shall be present, in person or by proxy.  At any adjourned meeting at 
which a quorum shall be present, in person or by proxy, any business may be 
transacted which may have been transacted at the original meeting had a 
quorum been present; provided that, if the adjournment is for more than 30 
days or, if after the adjournment a new record date is fixed for the 
adjourned meeting, a notice of the adjourned meeting shall be given to each 
stockholder of record entitled to vote at the adjourned meeting. 

     2.7  REQUIRED VOTE; WITHDRAWAL OF QUORUM.  When a quorum is present at 
any meeting, the vote of the holders of at least a majority of the 
outstanding shares entitled to vote


                                       2

<PAGE>

who are present, in person or by proxy, shall decide any question brought 
before such meeting, unless the question is one on which, by express 
provision of statute, the certificate of incorporation of the Corporation, or 
these bylaws, a different vote is required, in which case such express 
provision shall govern and control the decision of such question.  The 
stockholders present at a duly constituted meeting may continue to transact 
business until adjournment, notwithstanding the prior withdrawal of enough 
holders of shares such that the remaining shares, represented in person or by 
proxy, no longer constitute a quorum. 

     2.8  METHOD OF VOTING; PROXIES.  Except as otherwise provided in the 
certificate of incorporation of the Corporation or by law, each outstanding 
share, regardless of class, shall be entitled to one vote on each matter 
submitted to a vote at a meeting of stockholders.  Elections of directors 
need not be by written ballot.  At any meeting of stockholders, every 
stockholder having the right to vote may vote either in person or by a proxy 
executed in writing by the stockholder or by his duly authorized 
attorney-in-fact.  Each such proxy shall be filed with the Secretary of the 
Corporation before or at the time of the meeting.  No proxy shall be valid 
after three years from the date of its execution, unless otherwise provided 
in the proxy.  If no date is stated in a proxy, such proxy shall be presumed 
to have been executed on the date of the meeting at which it is to be voted.  
Each proxy shall be revocable unless expressly provided therein to be 
irrevocable and coupled with an interest sufficient in law to support an 
irrevocable power or unless otherwise made irrevocable by law. 

     2.9  RECORD DATE.  For the purpose of determining stockholders entitled 
to notice of or to vote at any meeting of stockholders, or any adjournment 
thereof, or entitled to receive payment of any dividend or other distribution 
or allotment of any rights, or entitled to exercise any rights in respect of 
any change, conversion, or exchange of stock or for the purpose of any other 
lawful action, the board of directors may fix a record date, which record 
date shall not precede the date upon which the resolution fixing the record 
date is adopted by the board of directors, for any such determination of 
stockholders, such date in any case to be not more than sixty (60) days and 
not less than ten (10) days prior to such meeting.  If no record date is 
fixed:

           (i)  The record date for determining stockholders entitled to 
     notice of or to vote at a meeting of stockholders shall be at the close of 
     business on the day next preceding the day on which notice is given.

           (ii)  The record date for determining stockholders for any other 
     purpose shall be at the close of business on the day on which the board of 
     directors adopts the resolution relating thereto. 

           (iii)  A determination of stockholders of record entitled to 
     notice of or to vote at a meeting of stockholders shall apply to any 
     adjournment of the meeting; provided, however, that the board of directors 
     may fix a new record date for the adjourned meeting.

     2.10  CONDUCT OF MEETING.  The Chairman of the Board, if such office has 
been filled, and, if not or if the Chairman of the Board is absent or 
otherwise unable to act, the President shall preside at all meetings of 
stockholders.  The Secretary shall keep the records of each meeting of 
stockholders.  In the absence, or inability to act, of any such officer, such 
officer's


                                       3

<PAGE>

duties shall be performed by the officer given the authority to act for such 
absent or non-acting officer under these bylaws or by some person appointed 
by the meeting.

     2.11  INSPECTORS.  The board of directors may, in advance of any meeting 
of stockholders, appoint one or more inspectors to act at such meeting or any 
adjournment thereof.  If any of the inspectors so appointed shall fail to 
appear or act, the chairman of the meeting shall, or if inspectors shall not 
have been appointed, the chairman of the meeting may, appoint one or more 
inspectors.  Each inspector, before entering upon the discharge of his 
duties, shall take and sign an oath faithfully to execute the duties of 
inspector at such meeting with strict impartiality and according to the best 
of his ability.  The inspectors shall determine the number of shares of 
capital stock of the Corporation outstanding and the voting power of each, 
the number of shares represented at the meeting, the existence of a quorum, 
and the validity and effect of proxies and shall receive votes, ballots, or 
consents, hear and determine all challenges and questions arising in 
connection with the right to vote, count and tabulate all votes, ballots, or 
consents, determine the results, and do such acts as are proper to conduct 
the election or vote with fairness to all stockholders.  On request of the 
chairman of the meeting, the inspectors shall make a report in writing of any 
challenge, request, or matter determined by them and shall execute a 
certificate of any fact found by them.  No director or candidate for the 
office of director shall act as an inspector of an election of directors.  
Inspectors need not be stockholders.

     2.12  NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

     (a)   ANNUAL MEETINGS OF STOCKHOLDERS.

     (i)   Nominations of persons for election to the Board and the proposal 
of business to be considered by the stockholders may be made at an annual 
meeting of stockholders (A) pursuant to the Corporation's notice of meeting, 
(B) by or at the direction of the Board or (C) by any stockholder of the 
Corporation who was a stockholder of record at the time of giving of notice 
provided for in this bylaw, who is entitled to vote at the meeting and who 
complies with the notice procedures set forth in this bylaw. 


     (ii)  For nominations or other business to be properly brought before an 
annual meeting by a stockholder pursuant to clause (C) of paragraph (a)(i) of 
this bylaw, the stockholder must have given timely notice thereof in writing 
to the Secretary of the Corporation and such other business must otherwise be 
a proper matter for stockholder action.  To be timely, a stockholder's notice 
shall be delivered to the Secretary at the principal executive offices of the 
Corporation not later than the close of business on the 60th day nor earlier 
than the close of business on the 90th day 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 more than 30 days before or more than 
60 days after such anniversary date, notice by the stockholder to be timely 
must be so delivered not earlier than the close of business on the 90th day 
prior to such annual meeting and not later than the close of business on the 
later of (a) the 60th day prior to such annual meeting, or (b) the 10th day 
following the day on which public announcement of the date of such meeting is 
first made by the Corporation. In no event shall the public announcement of 
an adjournment of an annual meeting commence a new time period for the giving 
of a stockholder's notice as described above. Such stockholder's notice shall 
set forth (A) as to each person whom the stockholder proposes to nominate for 
election or re-election as a director all


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<PAGE>

information relating to such person that is required to be disclosed in 
solicitations of proxies for election of directors in an election contest, or 
is otherwise required, in each case pursuant to Regulation 14A under the 
Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 
14a-11 thereunder (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 any other business that the stockholder proposes to bring before 
the meeting, a brief description of the business desired to be brought before 
the meeting, the reasons for conducting such business at the meeting and any 
material interest in such business of such stockholder and the beneficial 
owner, if any, on whose behalf the proposal is made; and (C) as to the 
stockholder giving the notice and the beneficial owner, if any, on whose 
behalf the nomination or proposal is made (1) the name and address of such 
stockholder, as they appear on the Corporation's books, and of such 
beneficial owner and (2) the class and number of shares of the Corporation 
which are owned beneficially and of record by such stockholder and such 
beneficial owner.


     (iii)  Notwithstanding anything in the second sentence of paragraph 
(a)(ii) of the bylaw to the contrary, in the event that the number of 
directors to be elected to the Board of the Corporation is increased and 
there is no public announcement by the Corporation naming all of the nominees 
for director or specifying the size of the increased Board at least 70 days 
prior to the first anniversary of the preceding year's annual meeting, a 
stockholder's notice required by this bylaw shall also be considered timely, 
but only with respect to nominees for any new positions created by such 
increase, if it shall be delivered to the Secretary at the principal 
executive offices of the Corporation not later than the close of business on 
the 10th day following the day on which such public announcement is first 
made by the Corporation.

     (b)  SPECIAL MEETINGS OF STOCKHOLDERS.  Only such business shall be 
conducted at a special meeting of stockholders as shall have been brought 
before the meeting pursuant to the Corporation's notice of meeting. 
Nominations of persons for election to the Board may be made at a special 
meeting of stockholders at which directors are to be elected pursuant to the 
Corporation's notice of meeting (i) by or at the direction of the Board or 
(ii) provided that the Board has determined that directors shall be elected 
at such meeting, by any stockholder of the Corporation who is a stockholder 
of record at the time of giving of notice provided for in this bylaw, who 
shall be entitled to vote at the meeting and who complies with the notice 
procedures set forth in this bylaw.  In the event the Corporation calls a 
special meeting of stockholders for the purpose of electing one or more 
directors to the Board, any such stockholder may nominate a person or persons 
(as the case may be), for election to such position(s) as specified in the 
Corporation's notice of meeting, if the stockholder's notice required by 
paragraph (a)(ii) of the bylaw shall be delivered to the Secretary at the 
principal executive offices of the Corporation not earlier than the close of 
business on the 90th day prior to such special meeting and not later than the 
close of business on the later of the 60th day prior to such special meeting 
or the 10th day following the day on which public announcement is first made 
of the date of the special meeting and of the nominees proposed by the Board 
to be elected at such meeting.  In no event shall the public announcement of 
an adjournment of a special meeting commence a new time period for the giving 
of a stockholder's notice as described above.

     (c)  GENERAL.


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<PAGE>

     (i)  Only such persons who are nominated in accordance with the 
procedures set forth in this bylaw shall be eligible to serve as directors 
and only such business shall be conducted at a meeting of stockholders as 
shall have been brought before the meeting in accordance with the procedures 
set forth in this bylaw.  Except as otherwise provided by law, the Chairman 
of the meeting shall have the power and duty to determine whether a 
nomination or any business proposed to be brought before the meeting was made 
or proposed, as the case may be, in accordance with the procedures set forth 
in this Bylaw and, if any proposed nomination or business is not in 
compliance with this bylaw, to declare that such defective proposal or 
nomination shall be disregarded.

     (ii)  For purposes of this bylaw, "public announcement" shall mean 
disclosure in a press release reported by the Dow Jones News Service, 
Associated Press or comparable national news-service or in a document 
publicly filed by the Corporation with the Securities and Exchange Commission 
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

     (iii)  Notwithstanding the foregoing provisions of this bylaw, a 
stockholder shall also comply with all applicable requirements of the 
Exchange Act and the rules and regulations thereunder with respect to the 
matters set forth in this bylaw. Nothing in this bylaw shall be deemed to 
affect any rights (A) of stockholders to request inclusion of proposals in 
the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange 
Act or (B) of the holders of any series of Preferred Stock to elect directors 
under specified circumstances.

                          ARTICLE THREE:  DIRECTORS

     3.1  MANAGEMENT.  The business and property of the Corporation 
shall be managed by the board of directors.  Subject to the restrictions 
imposed by law, the certificate of incorporation of the Corporation, or these 
bylaws, the board of directors may exercise all the powers of the 
Corporation.

     3.2  NUMBER; QUALIFICATION; ELECTION; TERM.  The board of 
directors shall consist of no less than six and no more than twelve members.  
The directors of the Corporation shall be divided into three classes (with 
the first class ("Class I"), the second class ("Class II") and the third 
class ("Class III") each initially to consist of two directors).  The term of 
office of the Class I directors shall expire at the 1999 annual meeting of 
stockholders, the term of office of the Class II directors shall expire at 
the 2000 annual meeting of stockholders and the term of office of the Class 
III directors shall expire at the 2001 annual meeting of stockholders, with 
each director to hold office until his or her successor shall have been duly 
elected and qualified.  At each annual meeting of stockholders, commencing 
with the 1999 annual meeting, directors elected to succeed those directors 
whose terms then expire shall be elected for a term of office to expire at 
the third succeeding annual meeting of stockholders after their election, 
with each director to hold office until his or her successor shall have been 
duly elected and qualified.

     3.3  CHANGE IN NUMBER.  No decrease in the number of directors 
constituting the entire board of directors shall have the effect of 
shortening the term of any incumbent director.

     3.4  REMOVAL.  Except as otherwise provided in the certificate of 
incorporation of the Corporation or these bylaws, at any meeting of 
stockholders, if notice of the intention to act upon


                                       6

<PAGE>

the removal of a director shall have been given in the notice calling such 
meeting, any director or the entire board of directors may be removed for 
cause by a vote of the holders of a majority of the shares then entitled to 
vote on the election of directors; provided, however, that in the event that 
stockholders shall have the right to cumulate votes in the election of 
directors pursuant to the certificate of incorporation of the Corporation, if 
less than the entire board of directors is to be removed, no one of the 
directors may be removed if the votes cast against his removal would be 
sufficient to elect him if then cumulatively voted at an election of the 
entire board of directors.  Any director may be removed for cause, at any 
special meeting of stockholders by the affirmative vote of a majority in 
number of the shares then entitled to vote in person or by proxy at an 
election of directors, .  

     3.5  VACANCIES.  Newly created directorships resulting from any 
increase in the authorized number of directors and any vacancies occurring in 
the board of directors caused by death, resignation, retirement, 
disqualification or removal from office of any directors or otherwise, may be 
filled by the vote of a majority of the directors then in office, though less 
than a quorum, or a successor or successors may be chosen at a special 
meeting of the stockholders called for that purpose, and each successor 
director so chosen shall hold office until the next election of the class for 
which such directors shall have been chosen and until their successors shall 
be elected and qualified.

     3.6  MEETINGS OF DIRECTORS.  The directors may hold their meetings and 
may have an office and keep the books of the Corporation, except as otherwise 
provided by statute, in such place or places within or without the State of 
Delaware as the board of directors may from time to time determine or as 
shall be specified in the notice of such meeting or duly executed waiver of 
notice of such meeting.

     3.7  FIRST MEETING.  Each newly elected board of directors may hold its 
first meeting for the purpose of organization and the transaction of 
business, if a quorum is present, immediately after and at the same place as 
the annual meeting of stockholders, and no notice of such meeting shall be 
necessary. 

    3.8  ELECTION OF OFFICERS.  At the first meeting of the board of 
directors after each annual meeting of stockholders at which a quorum shall 
be present, the board of directors shall elect the officers of the 
Corporation.

     3.9  REGULAR MEETINGS.  Regular meetings of the board of directors shall 
be held at such times and places as shall be designated from time to time by 
resolution of the board of directors.  Notice of such regular meetings shall 
not be required.

     3.10  SPECIAL MEETINGS.  Special meetings of the board of directors 
shall be held whenever called by the Chairman of the Board, the President, or 
a majority of directors then in office.


     3.11  NOTICE.  The Secretary shall give notice of each 
special meeting to each director at least 24 hours before the meeting.  
Notice of any such meeting need not be given to any director who shall, 
either before or after the meeting, submit a signed waiver of notice or who 
shall attend such meeting without protesting, prior to or at its 
commencement, the lack of notice to him.


                                       7

<PAGE>

Neither the business to be transacted at, nor the purpose of, any regular or 
special meeting of the board of directors need be specified in the notice or 
waiver of notice of such meeting.

     3.12  QUORUM; MAJORITY VOTE.  At all meetings of the board of directors, 
a majority of the directors fixed in the manner provided in these bylaws 
shall constitute a quorum for the transaction of business.  If at any meeting 
of the board of directors there be less than a quorum present, a majority of 
those present or any director solely present may adjourn the meeting from 
time to time without further notice.  Unless the act of a greater number is 
required by law, the certificate of incorporation of the Corporation, or 
these bylaws, the act of a majority of the directors present at a meeting at 
which a quorum is in attendance shall be the act of the board of directors. 
At any time that the certificate of incorporation of the Corporation provides 
that directors elected by the holders of a class or series of stock shall 
have more or less than one vote per director on any matter, every reference 
in these bylaws to a majority or other proportion of directors shall refer to 
a majority or other proportion of the votes of such directors. 

     3.13  PROCEDURE.  At meetings of the board of directors, business 
shall be transacted in such order as from time to time the board of directors 
may determine.  The Chairman of the Board, if such office has been filled, 
and, if not or if the Chairman of the Board is absent or otherwise unable to 
act, the President shall preside at all meetings of the board of directors.  
In the absence or inability to act of either such officer, a chairman shall 
be chosen by the board of directors from among the directors present.  The 
Secretary of the Corporation shall act as the secretary of each meeting of 
the board of directors unless the board of directors appoints another person 
to act as secretary of the meeting.  The board of directors shall keep 
regular minutes of its proceedings which shall be placed in the minute book 
of the Corporation.

     3.14  PRESUMPTION OF ASSENT.  A director of the Corporation who is 
present at the meeting of the board of directors at which action on any 
corporate matter is taken shall be presumed to have assented to the action 
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 
secretary of the meeting before the adjournment thereof or shall forward any 
dissent by certified or 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. 

     3.15  COMPENSATION.  The board of directors shall have the authority to 
fix the compensation, including fees and reimbursement of expenses, paid to 
directors for attendance at regular or special meetings of the board of 
directors or any committee thereof; provided, that nothing contained herein 
shall be construed to preclude any director from serving the Corporation in 
any other capacity or receiving compensation therefor.

                        ARTICLE FOUR:  COMMITTEES

     4.1  DESIGNATION.  The board of directors may, by resolution adopted by 
a majority of the entire board of directors, designate one or more committees.

     4.2  NUMBER; QUALIFICATION; TERM.  Each committee shall consist of one 
or more directors appointed by resolution adopted by a majority of the entire 
board of directors.  The number of committee members may be increased or 
decreased from time to time by resolution


                                       8

<PAGE>

adopted by a majority of the entire board of directors.  Each committee 
member shall serve as such until the earliest of (i) the expiration of his 
term as director, (ii) his resignation as a committee member or as a 
director, or (iii) his removal as a committee member or as a director. 

     4.3  AUTHORITY.  Each committee, to the extent expressly provided 
in the resolution establishing such committee, shall have and may exercise 
all of the authority of the board of directors in the management of the 
business and property of the Corporation except to the extent expressly 
restricted by law, the certificate of incorporation of the Corporation, or 
these bylaws.

     4.4  COMMITTEE CHANGES.  The board of directors shall have 
the power at any time to fill vacancies in, to change the membership of, and 
to discharge any committee.

     4.5  ALTERNATE MEMBERS OF COMMITTEES.  The board of directors may 
designate one or more directors as alternate members of any committee.  Any 
such alternate member may replace any absent or disqualified member at any 
meeting of the committee.  If no alternate committee members have been so 
appointed to a committee or each such alternate committee member is absent or 
disqualified, the member or members of such committee present at any meeting 
and not disqualified from voting, whether or not he or they constitute a 
quorum, may unanimously appoint another member of the board of directors to 
act at the meeting in the place of any such absent or disqualified member.

     4.6  REGULAR MEETINGS.  Regular meetings of any committee may be held 
without notice at such time and place as may be designated from time to time 
by the committee and communicated to all members thereof.

     4.7  SPECIAL MEETINGS.  Special meetings of any committee may be held 
whenever called by any committee member.  The committee member calling any 
special meeting shall cause notice of such special meeting, including therein 
the time and place of such special meeting, to be given to each committee 
member at least two days before such special meeting.  Neither the business 
to be transacted at, nor the purpose of, any special meeting of any committee 
need be specified in the notice or waiver of notice of any special meeting.

     4.8  QUORUM; MAJORITY VOTE.  At meetings of any committee, a majority of 
the number of members designated by the board of directors shall constitute a 
quorum for the transaction of business.  If a quorum is not present at a 
meeting of any committee, a majority of the members present may adjourn the 
meeting from time to time, without notice other than an announcement at the 
meeting, until a quorum is present.  The act of a majority of the members 
present at any meeting at which a quorum is in attendance shall be the act of 
a committee, unless the act of a greater number is required by law, the 
certificate of incorporation of the Corporation, or these bylaws.

     4.9  MINUTES.  Each committee shall cause minutes of its proceedings to 
be prepared and shall report the same to the board of directors upon the 
request of the board of directors.  The minutes of the proceedings of each 
committee shall be delivered to the Secretary of the Corporation for 
placement in the minute books of the Corporation.


                                       9

<PAGE>


     4.10  COMPENSATION.  Committee members may, by resolution of the board 
of directors, be allowed a fixed sum and expenses of attendance, if any, for 
attending any committee meetings or a stated salary.

     4.11  RESPONSIBILITY.  The designation of any committee and the 
delegation of authority to it shall not operate to relieve the board of 
directors or any director of any responsibility imposed upon it or such 
director by law.

                            ARTICLE FIVE:  NOTICE

     5.1  METHOD.  Whenever by statute, the certificate of incorporation of 
the Corporation, or these bylaws, notice is required to be given to any 
committee member, director, or stockholder and no provision is made as to how 
such notice shall be given, personal notice shall not be required and any 
such notice may be given (a) in writing, by mail, postage prepaid, addressed 
to such committee member, director, or stockholder at his address as it 
appears on the books or (in the case of a stockholder) the stock transfer 
records of the Corporation, or (b) by any other method permitted by law 
(including but not limited to overnight courier service, telegram, telex, or 
telefax).  Any notice required or permitted to be given by mail shall be 
deemed to be delivered and given at the time when the same is deposited in 
the United States mail as aforesaid.  Any notice required or permitted to be 
given by overnight courier service shall be deemed to be delivered and given 
at the time delivered to such service with all charges prepaid and addressed 
as aforesaid.  Any notice required or permitted to be given by telegram, 
telex, or telefax shall be deemed to be delivered and given at the time 
transmitted with all charges prepaid and addressed as aforesaid.

     5.2  WAIVER.  Whenever any notice is required to be given to any 
stockholder, director, or committee member of the Corporation by statute, the 
certificate of incorporation of the Corporation, or these bylaws, a waiver 
thereof in writing signed by the person or persons entitled to such notice, 
whether before or after the time stated therein, shall be equivalent to the 
giving of such notice.  Attendance of a stockholder, director, or committee 
member at a meeting shall constitute a waiver of notice of such meeting, 
except where such person attends for the express purpose of objecting to the 
transaction of any business on the ground that the meeting is not lawfully 
called or convened.

                            ARTICLE SIX:  OFFICERS

     6.1  NUMBER; TITLES; TERM OF OFFICE. The officers of the Corporation 
shall be a President, a Secretary, and such other officers as the board of 
directors may from time to time elect or appoint, including a Chairman of the 
Board, one or more Vice Presidents (with each Vice President to have such 
descriptive title, if any, as the board of directors shall determine), a 
Treasurer and one or more Assistant Secretaries.  Each officer shall hold 
office until his successor shall have been duly elected and shall have 
qualified, until his death, or until he shall resign or shall have been 
removed in the manner hereinafter provided.  Any two or more offices may be 
held by the same person.  None of the officers need be a stockholder or a 
director of the Corporation or a resident of the State of Delaware. 


                                       10

<PAGE>

     6.2  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 interest 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 contract rights.

     6.3  VACANCIES.  Any vacancy occurring in any office of the Corporation 
(by death, resignation, removal, or otherwise) may be filled by the board of 
directors.

     6.4  AUTHORITY.  Officers shall have such authority and perform such 
duties in the management of the Corporation as are provided in these bylaws 
or as may be determined by resolution of the board of directors not 
inconsistent with these bylaws. 

     6.5  COMPENSATION.  The compensation, if any, of officers and 
agents shall be fixed from time to time by the board of directors; provided, 
however, that the board of directors may delegate the power to determine the 
compensation of any officer and agent (other than the officer to whom such 
power is delegated) to the Chairman of the Board or the President. 

     6.6  CHAIRMAN OF THE BOARD.  The Chairman of the Board, if elected by 
the board of directors, shall have such powers and duties as may be 
prescribed by the board of directors.  Such officer shall preside at all 
meetings of the stockholders and of the board of directors.  Such officer may 
sign all certificates for shares of stock of the Corporation. 

     6.7  PRESIDENT.  The President shall be the chief executive officer of 
the Corporation and, subject to the board of directors, he shall have general 
executive charge, management, and control of the properties and operations of 
the Corporation in the ordinary course of its business, with all such powers 
with respect to such properties and operations as may be reasonably incident 
to such responsibilities.  If the board of directors has not elected a 
Chairman of the Board or in the absence or inability to act of the Chairman 
of the Board, the President shall exercise all of the powers and discharge 
all of the duties of the Chairman of the Board.  As between the Corporation 
and third parties, any action taken by the President in the performance of 
the duties of the Chairman of the Board shall be conclusive evidence that 
there is no Chairman of the Board or that the Chairman of the Board is absent 
or unable to act.

     6.8  VICE PRESIDENTS.  Each Vice President shall have such powers and 
duties as may be assigned to him by the board of directors, the Chairman of 
the Board, or the President, and (in order of their seniority as determined 
by the board of directors or, in the absence of such determination, as 
determined by the length of time they have held the office of Vice President) 
shall exercise the powers of the President during that officer's absence or 
inability to act.  As between the Corporation and third parties, 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.

     6.9  TREASURER.  The Treasurer shall have custody of the Corporation's 
funds and securities, shall keep full and accurate account of receipts and 
disbursements, shall deposit all monies and valuable effects in the name and 
to the credit of the Corporation in such depository or depositories as may be 
designated by the board of directors, and shall perform such other


                                       11

<PAGE>

duties as may be prescribed by the board of directors, the Chairman of the 
Board, or the President.

     6.10  ASSISTANT TREASURERS.   Each Assistant Treasurer shall have such 
powers and duties as may be assigned to him by the board of directors, the 
Chairman of the Board, or the President.  The Assistant Treasurers (in the 
order of their seniority as determined by the board of directors or, in the 
absence of such a determination, as determined by the length of time they 
have held the office of Assistant Treasurer) shall exercise the powers of the 
Treasurer during that officer's absence or inability to act.

     6.11  SECRETARY.  Except as otherwise provided in these bylaws, the 
Secretary shall keep the minutes of all meetings of the board of directors 
and of the stockholders in books provided for that purpose, and he shall 
attend to the giving and service of all notices.  He may sign with the 
Chairman of the Board or the President, in the name of the Corporation, all 
contracts of the Corporation and affix the seal of the Corporation thereto.  
He may sign with the Chairman of the Board or the President all certificates 
for shares of stock of the Corporation, and he shall have charge of the 
certificate books, transfer books, and stock papers as the board of directors 
may direct, all of which shall at all reasonable times be open to inspection 
by any director upon application at the office of the Corporation during 
business hours.  He shall in general perform all duties incident to the 
office of the Secretary, subject to the control of the board of directors, 
the Chairman of the Board, and the President.

     6.12  ASSISTANT SECRETARIES.  Each Assistant Secretary shall have such 
powers and duties as may be assigned to him by the board of directors, the 
Chairman of the Board, or the President.  The Assistant Secretaries (in the 
order of their seniority as determined by the board of directors or, in the 
absence of such a determination, as determined by the length of time they 
have held the office of Assistant Secretary) shall exercise the powers of the 
Secretary during that officer's absence or inability to act.

                ARTICLE SEVEN:  CERTIFICATES AND SHAREHOLDERS

     7.1  CERTIFICATES FOR SHARES.  Certificates for shares of stock of the 
Corporation shall be in such form as shall be approved by the board of 
directors or any exchange on which such shares are listed.  The certificates 
shall be signed by the Chairman of the Board or the President or a Vice 
President and also by the Secretary or an Assistant Secretary or by the 
Treasurer or an Assistant Treasurer.  Any and all signatures on the 
certificate may be a facsimile and may be sealed with the seal of the 
Corporation or a facsimile thereof.  If any officer, transfer agent, or 
registrar who has signed, or whose facsimile signature has been placed upon, 
a certificate has ceased to be such officer, transfer agent, or registrar 
before such certificate is issued, such certificate may be issued by the 
Corporation with the same effect as if he were such officer, transfer agent, 
or registrar at the date of issue.  The certificates shall be consecutively 
numbered and shall be entered in the books of the Corporation as they are 
issued and shall exhibit the holder's name and the number of shares. 

     7.2  REPLACEMENT OF LOST OR DESTROYED CERTIFICATES.  The board of 
directors may direct a new certificate or certificates to be issued in place 
of a certificate or certificates theretofore


                                       12

<PAGE>

issued by the Corporation and alleged to have been lost or destroyed, upon 
the making of an affidavit of that fact by the person claiming the 
certificate or certificates representing shares to be lost or destroyed.  
When authorizing such issue of a new certificate or certificates the board of 
directors may, in its discretion and as a condition precedent to the issuance 
thereof, require the owner of such lost or destroyed certificate or 
certificates, or his legal representative, to advertise the same in such 
manner as it shall require and/or to give the Corporation a bond with a 
surety or sureties satisfactory to the Corporation in such sum as it may 
direct as indemnity against any claim, or expense resulting from a claim, 
that may be made against the Corporation with respect to the certificate or 
certificates alleged to have been lost or destroyed. 

     7.3  TRANSFER OF SHARES.  Shares of stock of the Corporation shall 
be transferable only on the books of the Corporation by the holders thereof 
in person or by their duly authorized attorneys or legal representatives.  
Upon surrender to the Corporation or the transfer agent of the Corporation of 
a certificate representing shares duly endorsed or accompanied by proper 
evidence of succession, assignment, or authority to transfer, the Corporation 
or its transfer agent shall issue a new certificate to the person entitled 
thereto, cancel the old certificate, and record the transaction upon its 
books.

     7.4  REGISTERED STOCKHOLDERS.  The Corporation shall be entitled 
to treat the holder of record of any share or shares of stock as the holder 
in fact thereof and, accordingly, shall not be bound to recognize any 
equitable or other claim to or interest in such share or shares on the part 
of any other person, whether or not it shall have express or other notice 
thereof, except as otherwise provided by law.

     7.5  REGULATIONS.  The board of directors shall have the power and 
authority to make all such rules and regulations as they may deem expedient 
concerning the issue, transfer, and registration or the replacement of 
certificates for shares of stock of the Corporation.

     7.6  LEGENDS.  The board of directors shall have the power and authority 
to provide that certificates representing shares of stock bear such legends 
as the board of directors deems appropriate to assure that the Corporation 
does not become liable for violations of federal or state securities laws or 
other applicable law.

                ARTICLE EIGHT:  MISCELLANEOUS PROVISIONS

     8.1  DIVIDENDS.  Subject to provisions of law and the certificate of 
incorporation of the Corporation, dividends may be declared by the board of 
directors at any regular or special meeting and may be paid in cash, in 
property, or in shares of stock of the Corporation.  Such declaration and 
payment shall be at the discretion of the board of directors. 

     8.2  RESERVES.  There may be created by the board of directors out of 
funds of the Corporation legally available therefor such reserve or reserves 
as the directors from time to time, in their discretion, consider proper to 
provide for contingencies, to equalize dividends, or to repair or maintain 
any property of the Corporation, or for such other purpose as the board of 
directors shall consider beneficial to the Corporation, and the board of 
directors may modify or abolish any such reserve in the manner in which it 
was created.


                                       13

<PAGE>

     8.3  BOOKS AND RECORDS.  The Corporation shall keep correct and complete 
books and records of account, shall keep minutes of the proceedings of its 
stockholders 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 stockholders, giving the names and addresses of 
all stockholders and the number and class of the shares held by each.

     8.4  FISCAL YEAR.  The fiscal year of the Corporation shall be fixed by 
the board of directors; provided, that if such fiscal year is not fixed by 
the board of directors and the selection of the fiscal year is not expressly 
deferred by the board of directors, the fiscal year shall commence on October 
1 and shall end on September 30 of each year. 

     8.5  SEAL.  The seal of the Corporation shall be such as from time to 
time may be approved by the board of directors.

     8.6  RESIGNATIONS. Any director, committee member, or officer may resign 
by so stating at any meeting of the board of directors or by giving written 
notice to the board of directors, the Chairman of the Board, the President, 
or the Secretary.  Such resignation shall take effect at the time specified 
therein or, if no time is specified therein, immediately upon its receipt.  
Unless otherwise specified therein, the acceptance of such resignation shall 
not be necessary to make it effective.

     8.7  SECURITIES OF OTHER CORPORATIONS.  The Chairman of the Board, the 
President, or any Vice President of the Corporation shall have the power and 
authority to transfer, endorse for transfer, vote, consent, or take any other 
action with respect to any securities of another issuer which may be held or 
owned by the Corporation and to make, execute, and deliver any waiver, proxy, 
or consent with respect to any such securities.

     8.8  ACTION WITHOUT A MEETING.

     (a)  Unless otherwise provided in the certificate of 
incorporation of the Corporation, any action required or permitted to be 
taken by the stockholders of the Corporation must be effected at a duly 
called annual or special meeting of such holders and may not be effected by 
written consent.

     (b)  Unless otherwise restricted by the certificate of incorporation of 
the Corporation or by these bylaws, any action required or permitted to be 
taken at a meeting of the board of directors, or of any committee of the 
board of directors, may be taken without a meeting if a consent or consents 
in writing, setting forth the action so taken, shall be signed by all the 
directors or all the committee members, as the case may be, entitled to vote 
with respect to the subject matter thereof, and such consent shall have the 
same force and effect as a vote of such directors or committee members, as 
the case may be, and may be stated as such in any certificate or document 
filed with the Secretary of State of the State of Delaware or in any 
certificate delivered to any person.  Such consent or consents shall be filed 
with the minutes of proceedings of the board or committee, as the case may be.

     8.9  INVALID PROVISIONS.  If any part of these bylaws shall be held 
invalid or inoperative for any reason, the remaining parts, so far as it is 
possible and reasonable, shall remain valid and operative.


                                       14

<PAGE>

     8.10  MORTGAGES, ETC.  With respect to any deed, deed of trust, 
mortgage, or other instrument executed by the Corporation through its duly 
authorized officer or officers, the attestation to such execution by the 
Secretary of the Corporation shall not be necessary to constitute such deed, 
deed of trust, mortgage, or other instrument a valid and binding obligation 
against the Corporation unless the resolutions, if any, of the board of 
directors authorizing such execution expressly state that such attestation is 
necessary.

     8.11  HEADINGS.  The headings used in these bylaws have been inserted 
for administrative convenience only and do not constitute matter to be 
construed in interpretation.

     8.12  REFERENCES.  Whenever herein the singular number is used, the same 
shall include the plural where appropriate, and words of any gender should 
include each other gender where appropriate.

     8.13  AMENDMENTS.  Subject to the requirements of the certificate of 
incorporation of the Corporation, these bylaws may be altered, amended, or 
repealed or new bylaws may be adopted by the stockholders or by the board of 
directors at any regular meeting of the stockholders or the board of 
directors or at any special meeting of the stockholders or the board of 
directors if notice of such alteration, amendment, repeal, or adoption of new 
bylaws be contained in the notice of such special meeting.

     The undersigned, the Secretary of the Corporation, hereby certifies that 
the foregoing bylaws were adopted by unanimous consent by the directors of 
the Corporation as of April 1, 1998.



                                       /s/ DOUGLAS CHILDRESS
                                       ------------------------
                                       Douglas Childress
                                       Secretary


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