Exh. 10-27

                                     BYLAWS
                                       OF
                  SUN VALLEY PHYSICIAN MANAGEMENT CORPORATION




                                   ARTICLE I
                                OFFICES AND AGENT

        The  Corporation  may have such  offices,  either  within or without the
State of Texas,  as the Board of Directors  may  designate or as the business of
the Corporation may require from time to time.

        The registered office of the Corporation  required by the Texas Business
Corporation  Act to be maintained in the State of Texas may be, but need not be,
identical with the principal  office in the State of Texas, as designated by the
Board of Directors.  The address of the registered office or the identity of the
registered agent may be changed from time to time by the Board of Directors.

        The address of the initial  registered office of the Corporation and the
name of the initial  registered agent of the Corporation at such address are set
out in the Articles of Incorporation of the Corporation.


                                   ARTICLE II
                                  SHAREHOLDERS

        SECTION 1. ANNUAL MEETING.  The annual meeting of the shareholders shall
be  held on  such  date in each  year  and at  such  time  and  place  as may be
determined by the Board of Directors,  for the purpose of electing directors and
for the  transaction of such other  business as may come before the meeting.  If
the election of directors shall not be held on the day designated for any annual
meeting  of the  shareholders  or at  any  adjournment  thereof,  the  Board  of
Directors  shall  cause  the  election  to be held at a special  meeting  of the
shareholders as soon thereafter as may be convenient.

        SECTION 2. SPECIAL MEETINGS.  Special meetings of the shareholders,  for
any  purpose  or  purposes,  may be called by the  President  or by the Board of
Directors, and shall be called by the President at the request of the holders of
not less than 25% of the outstanding shares of the Corporation  entitled to vote
at the meeting.

        SECTION 3. PLACE OF MEETING.  The Board of Directors  may  designate any
place,  either within or without the State of Texas, as the place of meeting for
any  annual  or  special  meeting  called  by  the  Board  of  Directors.  If no
designation  is made, or if a special  meeting be called  otherwise  than by the
Board of Directors,  the place of meeting shall be the registered  office of the
Corporation in the State of Texas.
<PAGE>

        SECTION 4.  NOTICE OF  MEETING.  Written or printed  notice  stating the
place,  day and hour of the  meeting  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) 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 officer or 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. Attendance by a shareholder,  whether
in person or by proxy, at a shareholder's  meeting shall  constitute a waiver of
notice of such meeting of which he has had no notice.

        SECTION 5. CLOSING OF TRANSFER  BOOKS AND FIXING OF 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  payment of any  distribution,  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 no to exceed sixty (60) days. If the stock transfer books shall be
closed for the purpose of determining  shareholders  entitled to notice of or to
vote at a meeting of  shareholders,  such books shall be closed for at least ten
(10) days  immediately  preceding  such  meeting.  In lieu of closing  the stock
transfer books, the Board of Directors may, by resolution, fix in advance a date
as the record date for any such determination of shareholders,  such date in any
case  to be not  more  than  sixty  (60)  days  and,  in case  of a  meeting  of
shareholders,  not  less  than  ten (10)  days  prior  to the date on which  the
particular action, regarding such determination of shareholders, is to be taken.
If the stock  transfer  books are not closed and no record date is fixed for the
determination  of shareholders  entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a distribution, the
date on  which  notice  of the  meeting  is  mailed  or the  date on  which  the
resolution of the Board of Directors  declaring such dividend is adopted, as the
case may be, shall be the record date for such  determination  of  shareholders.
When a  determination  of  shareholders  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 the stock transfer books and the stated period of closing
has expired.

        SECTION 6. FIXING  RECORD DATES FOR CONSENTS TO ACTION.  Unless a record
date shall have  previously  been fixed or  determined  pursuant to Section 5 of
this  Article II,  whenever  action by  shareholders  is proposed to be taken by
consent in writing without a meeting of shareholders, the Board of Directors may
fix a record  date for the  purpose  of  determining  shareholders  entitled  to
consent to that action,  which  record date shall not precede,  and shall not be
more than ten (10) days  after,  the date upon which the  resolution  fixing the
record  date is adopted by the Board of  Directors.  If no record  date has been
fixed by the Board of  Directors  and the prior action of the Board of Directors
is not  required  by the Texas  Business  Corporation  Act,  the record date for
determining  shareholders  entitled  to consent  to action in writing  without a
meeting shall be the first date on which a signed written  consent setting forth
the action  taken or proposed to be taken is  delivered  to the  Corporation  by
delivery to its  registered  office,  its  principal  place of  business,  or an
officer  or  agent  of the  Corporation  having  custody  of the  books in which
proceedings of meetings of shareholders are recorded.  Delivery shall be by hand
or by certified or registered mail,  return receipt  requested.  Delivery to the
Corporation's principal place of business shall be addressed to the President or
the principal executive officer of the Corporation. If no record date shall have
been fixed by the Board of Directors  and prior action of the Board of Directors
is  required  by the  Texas  Business  Corporation  Act,  the  record  date  for
determining  shareholders  entitled  to consent  to action in writing  without a
meeting  shall be at the  close of  business  on the date on which  the Board of
Directors adopts a resolution taking such prior action.
<PAGE>

        SECTION 7. VOTING LISTS. The officer or agent having charge of the stock
transfer books of the Corporation shall make, at least ten (10) days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting,  or any  adjournment  thereof,  complete list of the  shareholders
entitled  to vote at such  meeting,  or any  adjournment  thereof,  arranged  in
alphabetical  order,  with the  address  and the number of shares  held by each,
which list,  for a period of ten (10) days prior to such meeting,  shall be kept
on file at the  registered  office of the  Corporation,  and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and opened at the time and place of the meeting and shall
be subject to the  inspection  by any  shareholder  during the whole time of the
meeting.  The original  stock  transfer book shall be prima facie evidence as to
who are the  shareholders  entitled to examine such list or transfer books or to
vote at any meeting of the shareholders.

        SECTION  8.  QUORUM.  A  majority  of  the  outstanding  shares  of  the
Corporation  entitled  to vote,  and  represented  in person or by proxy,  shall
constitute a quorum at a meeting of shareholders  unless  otherwise  provided in
the  Articles  of  Incorporation  of the  Corporation.  If less than a quorum is
represented at a meeting,  a majority of the shares so  represented  may adjourn
the  meeting  from time to time  without  further  notice.  At such  adjournment
meeting at which a quorum shall be present or  represented,  any business may be
transacted  that  might  have  been  transacted  as  originally  notified.   The
shareholders present at duly organized meeting may continue to transact business
until  adjournment,  notwithstanding  the withdrawal of enough  shareholders  to
leave less than a quorum.

        SECTION 9. PROXIES.  At all meetings of shareholders,  a shareholder may
vote by proxy executed in writing by the  shareholder or by his duly  authorized
attorney in fact. A telegram,  telex,  cablegram or similar  transmission by the
shareholder  or  his  duly  authorized  attorney  in  fact,  or a  photographic,
photostatic,  facsimile  or similar  reproduction  of a writing  executed by the
shareholder  or his duly  authorized  attorney  in fact  shall be  treated as an
execution  in writing for  purposes of this  section.  Such proxy shall be filed
with the Secretary of the Corporation before or at the time of the meeting. 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 eleven (11) months from the date
of its execution,  unless otherwise  provided in the proxy.  Each proxy shall be
revocable  before it has been voted unless the proxy form  conspicuously  states
that the  proxy  is  irrevocable  and the  proxy is  coupled  with an  interest,
including the appointment as proxy of (a) a pledgee,  (b) a person who purchased
or agreed to purchase,  or owns or holds an option purchase,  the shares,  (c) a
creditor of the  corporation  who extends its credit under terms  requiring  the
appointment,  (d) an  employee  of the  corporation  whose  employment  contract
requires the  appointment,  (d) an employee of the corporation  whose employment
contract requires the appointment,  or (e) a party to a voting agreement created
under the Texas Business  Corporation  Act. A revocable proxy shall be deemed to
have been revoked if the Secretary of the Corporation  shall have received at or
before the meeting  instructions  of revocation or a proxy bearing a later date,
which  instructions  or proxy shall have been duly executed and dated in writing
by the shareholder.
<PAGE>

        SECTION 10. VOTING OF SHARES.  Except as otherwise provided by the Texas
Business  Corporation  Act,  and  unless  otherwise  expressly  provided  in the
Articles of  Incorporation  of the Corporation or in any resolution of the board
of  directors  adopted  with  regard  to a class or series  of  preferred  stock
authorized by the Articles of Incorporation of the Corporation, each outstanding
share  entitled  to  vote  shall  be  entitled  to one (1)  vote on each  matter
submitted to a vote at a meeting of shareholders.

        SECTION 11. ACTIONS WITHOUT A MEETING.  Any action required or permitted
by the Texas  Business  Corporation  Act to be taken at any  annual  or  special
meeting of shareholders,  may be taken without a meeting,  without prior notice,
and  without a vote,  if a consent or consents  in  writing,  setting  forth the
action so taken,  shall be signed by the holder or holders of shares  having not
less than the  minimum  number of votes  that  would be  necessary  to take such
action at a meeting at which the  holders of all shares  entitled to vote on the
action were  presented and voted.  such writing,  which may be in  counterparts,
shall  be  manually  executed  if  practicable;   provided,   however,  that  if
circumstances so require,  effect shall be given to written consent  transmitted
by telegraph, telex, telecopy or similar means of visual data transmission.

        Every  written  consent  shall  bear  the  date  of  signature  of  each
shareholder who signs the consent. No written consent shall be effective to take
the action  that is the subject of the consent  unless,  within  sixty (60) days
after the date of the earliest dated consent delivered to the Corporation in the
manner  required by this Section 11, a consent or consents  signed by the holder
or holders of shares having not less than the minimum number of votes that would
be necessary to take the action that is the subject of the consent are delivered
to the Corporation by delivery to its registered  office, its principal place of
business,  or an officer or agent of the Corporation having custody of the books
in which proceedings of meetings of shareholders are recorded. Delivery shall be
by hand or by certified or registered mail, return receipt  requested.  Delivery
to the  Corporation's  principal  place of business  shall be  addressed  to the
President or principal executive officer of the Corporation.

        Prompt  notice of the  taking of any  action by  shareholders  without a
meeting  by less  than  unanimous  written  consent  shall  be  given  to  those
shareholders who did not consent in writing to the action.
<PAGE>

        SECTION 12. TELEPHONE  MEETINGS.  Subject to the provisions  required by
the Texas  Business  Corporation  Act for notice of  meetings,  meetings  of the
shareholders  of the  Corporation  may  be  conducted  by  means  of  conference
telephone or similar communications  equipment whereby all persons participating
in the meeting can hear and speak to each other.


                                  ARTICLE III
                               BOARD OF DIRECTORS

        SECTION  1.  GENERAL  POWER.  The  powers  of the  Corporation  shall be
exercised  by or under the  authority  of, and the  business  and affairs of the
Corporation  shall be managed by its Board of  Directors  except as the Board of
Directors  shall  delegate the power to so manage to the Executive  Committee or
other committee.

        SECTION  2.  NUMBER,  TENURE AND  QUALIFICATIONS.  The number of initial
directors  comprising  the  Board  of  Directors  shall  be as set  forth in the
Articles of Incorporation.  Upon resolution of the Board of Directors the number
of directors may increased or decrease, but no decrease shall have the effect of
shortening the term of any incumbent director.  Each director shall office until
the next annual meeting of the shareholders,  unless earlier removed,  and until
his successor  shall have been elected and  qualified.  A director need not be a
resident of the State of Texas or a shareholder of the Corporation.

        SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without notice other than this bylaw immediately after, and at the
same place as, the annual  meeting of  shareholders.  The Board of Directors may
provide,  by resolution,  the time and place, wither within or without the State
of Texas,  for the holding of additional  regular  meetings without notice other
than such resolution.

        SECTION 4. SPECIAL MEETINGS.  Special meetings of the Board of Directors
may be called by or at the request of the President or a majority of the elected
and acting directors from time to time. The person or persons authorized to call
special  meetings of the Board of Directors may fix any place,  either within or
without the State of Texas,  as the place for holding any special meeting called
by them.

        SECTION  5.  NOTICE.  Written  notice of any  special  meeting  shall be
delivered  personally  to each  director  or by mail or  telegram,  telecopy  or
similar  means of visual data  transmission  to each  director  at his  business
address,  in all cases at least one (1) day prior to such  meeting.  If  mailed,
such notice shall be deemed to be  delivered  two (2) days after such notice has
been  deposited in the United  States mail so  addressed,  with postage  thereon
prepaid.  If notice is given by telegram,  telex,  telecopy or similar  means of
visual data  transmission,  such  notice  shall be deemed to be  delivered  when
transmitted  for  delivery to the  recipient at such  address.  Any director may
waive notice of any meeting.  The  attendance  of a director at a meeting  shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express  purpose of objecting to the transaction of any business
because that meeting is not lawfully called or convened. 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.
<PAGE>

        SECTION 6.  QUORUM.  A  majority  of the  number of  directors  fixed in
accordance with Section 2 of this Article III shall  constitute a quorum for the
transaction  of business at any meeting of the Board of  Directors,  but if less
than such majority is present at a meeting,  a majority of the directors present
may adjourn the meeting from time to time without further notice.

        SECTION 7.  MANNER OF ACTING.

        (a) ACTIONS AT A MEETING.  Except as provided in  Paragraph  (b) of this
Section  7, the act of the  majority  of the  directors  present at a meeting at
which a quorum is present shall be the act of the Board of Directors.

        (b) ACTIONS  WITHOUT A MEETING.  Any action  required or permitted to be
taken at a  meeting  of the Board of  Directors  or any  committee  may be taken
without a meeting,  if a consent in writing,  setting forth the action so taken,
is signed by all of the members of the Board of Directors,  Executive  Committee
or other  committee,  as the case may be. Such consent shall have the same force
and effect as a  unanimous  vote at a  meeting.  Such  writing,  which may be in
counterparts, shall be manually executed if practicable; provided, however, that
if  circumstances  so  require,   effect  shall  be  given  to  written  consent
transmitted by telegraph, telex, telecopy, or other similar means of visual data
transmission.

        (c) TELEPHONE MEETINGS.  Subject to the provisions required by the Texas
Business  Corporation  Act for  notice  of  meetings,  meetings  of the Board of
Directors  of the  Corporation  or any  committee  may be  conducted by means of
conference  telephone or similar  communications  equipment  whereby all persons
participating in the meeting can hear and speak to each other.

        SECTION 8.  VACANCIES.  Any vacancy  occurring in the Board of Directors
may be filled by the  affirmative  vote of (a) the  holders of a majority of the
outstanding  shares  entitled to vote thereon at an annual or special meeting of
shareholders  called  for  that  purpose,  or (b) a  majority  of the  remaining
directors though less than a quorum of the Board of Directors.  A person elected
to fill a vacancy shall be elected for the unexpired term of his  predecessor in
office.

        A vacancy shall be deemed to exist by reason of the death or resignation
of the person elected, or upon the failure of shareholders to elect directors to
fill the unexpired term of directors  removed in accordance  with the provisions
of Section 9 of this Article III.

        A  directorship  to be filled by reason of an  increase in the number of
directors may be filled by (a) the affirmative vote of the holders of a majority
of the  outstanding  shares  entitled  to vote  thereon  at an annual or special
meeting of  shareholders  called for that  purpose or (b) the board of directors
for a term of office  continuing  only  until the next  election  of one or more
directors by the  shareholders;  provided,  that the board of directors  may not
fill  more  than  two such  directorships  during  the  period  between  any two
successive annual meetings of shareholders.
<PAGE>

        SECTION 9. REMOVAL.  At any meeting of shareholders called expressly for
the purpose of removal,  any director or the entire  Board of  Directors  may be
removed,  with or without  cause,  by a vote of the holders of a majority of the
shares then entitled to vote at an election of  directors.  Removal of directors
with or without cause may also be accomplished  by unanimous  written consent of
the shareholders  without a meeting. In case the entire board or any one or more
of the  directors  are so  removed,  new  directors  may be  elected at the same
meeting, or by the same written consent,  for the unexpired term of the director
or directors so removed.  Failure to elect  directors to fill the unexpired term
of the  directors so removed shall be deemed to create a vacancy or vacancies in
the Board of Directors.

        SECTION 10. COMPENSATION.  By resolution of the Board of Directors,  the
directors may be paid their  expenses,  if any, of attendance at each meeting of
the  Board of  Directors,  and may be paid a fixed  sum for  attendance  at each
meeting  of the  Board of  Directors  or a stated  salary as  director.  No such
payment shall  preclude any director from serving the  Corporation  in any other
capacity and receiving compensation therefor.

        SECTION 11.  PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the Board of Directors in which action on any  corporate
matter is taken shall be presumed to have  assented to the action  taken  unless
his dissent to such action with the person  acting as  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 12. EXECUTIVE AND OTHER COMMITTEES.  There may be established an
Executive  Committee,  and on or more other committees,  composed of one or more
directors  designated by resolution  adopted by a majority of the full number of
directors  of the Board of Directors  as fixed in  accordance  with Section 2 of
this Article III. The Executive  Committee or such other  committees  may met at
stated  times,  or on notice to all members by any one member.  Vacancies in the
membership of the Executive  Committee or such other  committees shall be filled
by a majority  vote of the full number of directors on the Board of Directors at
a regular  meeting or at a special  meeting called for that purpose.  During the
intervals  between meetings of the Board, the Executive  Committee,  if it shall
have been established, may advise and aid the officers of the Corporation in all
matters  concerning its interest and the  management of its business,  and shall
generally  perform  such duties and  exercise  such powers as may be directed or
delegated  by the Board of Directors  from time to time.  The Board of Directors
may delegate to the Executive  Committee or such other  committees the authority
to  exercise  all the  powers of the  Board of  Directors,  except  the power to
declared  dividends or to authorize  the issuance of shares of the  Corporation,
and  where  action  of the full  Board of  Directors  is  required  by the Texas
Business  Corporation  Act. The  designation  of and  delegation of power to the
Executive Committee shall not operate to relieve the Board of Directors,  or any
members thereof, of any responsibility imposed upon it or him by law.
<PAGE>


                                   ARTICLE IV
                                    OFFICERS

        SECTION 1. NUMBER. The officers of the Corporation shall be a President,
one or more  Vice-Presidents  (the  number  and  specific  titles  thereof to be
determined by the Board of  Directors),  a Secretary,  and a Treasurer,  each of
whom  shall be  elected  by the Board of  Directors.  Such  other  officers  and
assistant officers as may be deemed necessary may be elected or appointed by the
Board of Directors. Any two or more offices may be held by the same person.

        SECTION 2. ELECTION AND TERM OF OFFICE.  the officers of the Corporation
shall be elected  annually by the Board of Directors  at the regular  meeting of
the Board of Directors  held after each annual meeting of the  shareholders.  If
the election  shall not be held at such meeting,  such election shall be held as
soon  thereafter as may be convenient.  Each officer shall hold office until his
successor  shall have been duly  elected  or until his death,  or until he shall
resign or shall have been removed in the manner hereinafter provided.

        SECTION 3. REMOVAL. Any officer may be removed by the Board of Directors
whenever in its judgment the best interests of the  Corporation  would be served
thereby,  but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.

        SECTION 4.  VACANCIES.  A vacancy in any office, because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

        SECTION 5. PRESIDENT. The President shall be the chief executive officer
of the Corporation and, subject to the control of the Board of Directors , shall
in general  supervise  and control all of the day to day business and affairs of
the Corporation. He shall perform all duties incident to the office of President
and such other duties as may be prescribed  by the Board of Directors  from time
to time.

        SECTION 6. THE VICE  PRESIDENTS.  In the absence of the  President or in
the event of his death,  inability  or refusal to act,  the Vice  President  (or
should there be more than one Vice  President,  the Vice Presidents in the order
designated at the time of their  election,  or in the absence of any designation
then in the order of their election) shall perform the duties of President,  and
when  so  acting,  shall  have  all  the  powers  of an be  subject  to all  the
restrictions upon the President. He shall perform such other duties as from time
to time may be assigned to him by the President or the Board of Directors.

        SECTION 7. THE SECRETARY.  The Secretary  shall: (a) keep the minutes of
the  shareholders'  and the Board of  Directors'  meetings  in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these Bylaws,  or as required by law; (c) be custodian of
the corporate records and of the seal of the Corporation,  and see that the seal
of  the  Corporation  is  affixed  to all  documents  as  may  be  necessary  or
appropriate;  (d) keep a register of the post office address of each shareholder
which shall be furnished to the Secretary of such shareholder;  (e) have general
charge of the  stock  transfer  books of the  Corporation;  and (f) in  general,
perform all duties incident to the office of Secretary, and such other duties as
from  time to time may be  designated  to him by the  President  or the Board of
Directors.
<PAGE>

        SECTION 8. THE  TREASURER.  If required by the Board of  Directors,  the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
, and with such surety or sureties,  as the Board of Directors shall  determine.
He shall:  (a) have charge and custody of, and be responsible for, all funds and
securities of the Corporation from any source  whatsoever,  and deposit all such
moneys in the name of the Corporation in such banks,  trust companies,  or other
depositories as shall be selected by the Board of Directors;  and (b) in general
perform  all of the duties  incident to the office of  Treasurer  and such other
duties as from time to time may be  assigned to him by the  President  or by the
Board of Directors.

        SECTION 9. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The Assistant
Secretaries  when  authorized  by the  Board  of  Directors  may  sign  with the
President,  or a Vice President,  certificates for shares of the Corporation the
issuance of which shall have been  authorized  by a  resolution  of the Board of
Directors.  The Assistant  Treasurers  shall,  respectively,  if required by the
Board of  Directors,  give bonds for the  faithful  discharge of their duties in
such sums and with such sureties as the Board of Directors shall determine.  The
Assistant Secretaries and Assistant Treasurers,  in general,  shall perform such
duties  as  shall  be  assigned  to  them  by the  Secretary  or the  Treasurer,
respectively, or by the President or the Board of Directors.

        SECTION 10.  SALARIES.  The salaries,  if any, of the officers  shall be
fixed  from  time to time by the  Board of  Directors  and no  officer  shall be
prevented  from  receiving  such  salary by reason of the fact that he is also a
director of the Corporation.


                                   ARTICLE V
               CERTIFICATES FOR SHARES, TRANSFER AND REPLACEMENT

        SECTION 1. CERTIFICATES FOR SHARES.  Certificates representing shares of
the  Corporation  shall be in such form as shall be  determined  by the Board of
Directors.  Such  certificates  shall  be  signed  by  the  President  or a Vice
President,  and by the Secretary or an Assistant Secretary. If such certificates
are signed or  countersigned  by a transfer  agent or registrar,  other than the
Corporation,  such  signature of the President or a Vice President and Secretary
or Assistant Secretary, and the seal of the Corporation,  or any of them, may be
executed in  facsimile,  engraved  or printed.  If any officer who has signed or
whose facsimile signature has been place on any certificate shall have ceased to
be such  officer  before  the  certificate  is  issued,  it may be issued by the
Corporation  with the same effect as if the officer has not ceased to be such at
the date of issue. All  certificates for shares shall be consecutively  numbered
or otherwise  identified.  The name and address of the person to whom the shares
represented  thereby  are  issued  with the  number of shares and date of issue,
shall  be  entered  on  the  stock  transfer  books  of  the  Corporation.   All
certificates  surrendered to the  Corporation for transfer shall be canceled and
no new  certificate  shall be issued  until the  former  certificate  for a like
number of shares shall have been  surrendered and canceled,  except that in case
of a lost,  stolen or  destroyed  a new one may be issued  therefor  provided in
Section 3 of this Article V.
<PAGE>

        SECTION 2.  TRANSFER OF SHARES.  Transfer  of shares of the  Corporation
shall be made only on the stock transfer books of the Corporation upon surrender
for  cancellation  of the certificate for such shares together with a request to
transfer and such other  documents and opinion as counsel to the Corporation may
require.  The person in whose name shares stand on the books of the  Corporation
shall be deemed by the Corporation to be the owner thereof for all purposes.

        SECTION 3. LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation shall
issue a new certificate in place of any certificate for shares previously issued
if the registered  owner of the  certificate:  (a) makes proof in affidavit form
that it has been lost,  destroyed or wrongfully taken; (b) requests the issuance
of a new certificate  before the Corporation has notice that the certificate has
been  acquired by a purchaser  for value in good faith and without  notice of an
adverse claim;  (c) gives a bond in such form, and with such surety or sureties,
with fixed or open penalty,  as the Corporation  may direct,  or indemnifies the
Corporation  (and its transfer  agent and  registrar,  if any) against any claim
that may be made on account of the  alleged  loss,  destruction  or theft of the
certificates; and (d) satisfies any other reasonable requirements imposed by the
Corporation.   When  a  certificate  has  been  lost,  apparently  destroyed  or
wrongfully  taken,  and the  holder of record  fails to notify  the  Corporation
within  a  reasonable  time  after  he has  notice  of it,  and the  Corporation
registers  a  transfer  of the  shares  represented  by the  certificate  before
receiving such  notification,  the holder of record is precluded from making any
claim against the Corporation for the transfer or for new certificate.


                                   ARTICLE VI
                                  FISCAL YEAR

        The Board of Directors shall, by resolution,  fix the fiscal year of the
Corporation.

                                  ARTICLE VII
                                 DISTRIBUTIONS

        The Board of Directors may from time to time make  distributions  in the
manner provided by law.

                                  ARTICLE VIII
                                      SEAL

        The Board of  Directors  may  provide a corporate  seal,  which shall be
circular in form and shall have inscribed  thereon the name of the  Corporation,
the State of incorporation, and the five-pointed Texas star.

                                   ARTICLE IX
                                WAIVER OF NOTICE

        Whenever  any  notice  is  required  to be given to any  shareholder  or
director of the Corporation  under the provisions of these Bylaws,  the Articles
of  Incorporation  or the Texas  Business  Corporation  Act, 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 deemed  equivalent of the giving of
such notice.
<PAGE>

                                   ARTICLE X
                                   PROCEDURE

        Meetings  of the  shareholders  and of the Board of  Directors  shall be
conducted in  accordance  with the  procedure as contained in Robert's  Rules of
Order, to the extent applicable.

                                   ARTICLE XI
          PARTICIPATION OF DIRECTORS AND OFFICERS IN RELATED BUSINESS

        Unless  otherwise  provided by contract,  officers and directors of this
Corporation may hold positions as officers and directors of other  corporations,
in  related  businesses,  and their  efforts to advance  the  interest  of those
corporations  will not create a breach of fiduciary duty to this  Corporation in
the absence of bad faith.

                                  ARTICLE XII
                                   AMENDMENTS

        The Board of Directors shall have the exclusive power to alter, amend or
repeal  these  Bylaws or adopt  new  Bylaws,  subject  to  amendment,  repeal or
adoption of new bylaws by action of the shareholders and unless the shareholders
in amending,  repealing or adopting a new Bylaw expressly provide that the Board
of  Directors  may not amend or repeal that Bylaw.  The Board of  Directors  may
exercise  this  power at any  regular  or  special  meeting at which a quorum is
present by the  affirmative  vote of a majority of the Directors  present at the
meeting and without  any notice of the action  taken with  respect to the Bylaws
having been contained in the notice of waiver of notice of such meeting.

<PAGE>