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                              TITAN HOLDINGS, INC.

                                     BYLAWS

                  (As Amended and Restated February 13, 1997)

                                   ARTICLE I
                                    OFFICES

       1.1    The principal office of the corporation shall be located in San
Antonio, Texas.

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

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

       2.1    Meetings of shareholders for any purpose may be held at such time
and place within or without the State of Texas as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

       2.2    The annual meeting of shareholders shall be held annually at such
date and time as shall be designated from time to time by the board of
directors and stated in the notice of meeting.

       2.3    Special meetings of the shareholders for any purpose or purposes
may be called by the president and shall be called by the president or
secretary at the request in writing of a majority of the board of directors, or
at the request in writing of shareholders owning one-tenth of all the shares
entitled to vote at the meetings.  A request for a special meeting shall state
the purpose of the proposed meeting, and business transacted at any special
meeting of shareholders shall be limited to the purposes stated in the notice.

       2.4    Written notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty
days before the date of 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.

       2.5    The holders of a majority of the shares issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation.  If, however, a quorum shall not be present or represented at
any meeting of the
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shareholders, the shareholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented.  At such adjourned meeting, provided a quorum
shall be present or represented thereat, any business may be transacted which
might have been transacted if the meeting had been held in accordance with the
original notice thereof.

       2.6    If a quorum is present at any meeting, the vote of the holders of
a majority of the shares entitled to vote, present in person or represented by
proxy, shall decide any question brought before such meeting, unless the
question is one upon which a different vote is required by law or by the
articles of incorporation.

       2.7    Each outstanding share having voting power shall be entitled to
such number of votes as shall be specified in the articles of incorporation.  A
shareholder may vote either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact.

       2.8    Any action required or which may be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all the shareholders entitled to
vote with respect to the subject matter thereof.

       2.9  At a meeting of the shareholders, only such business shall be
conducted as shall have been properly brought before the meeting in accordance
with these bylaws.  To be properly brought before a meeting, business must be
(a) specified in the notice of meeting (or any supplement thereto) given by or
at the direction of the board of directors, (b) otherwise properly brought
before the meeting by or at the direction of the board of directors, or (c)
otherwise (i) properly be requested to be brought before the meeting by a
shareholder of record entitled to vote in the election of directors generally,
and (ii) constitute a proper subject to be brought before such meeting.  For
business to be properly brought before a meeting of shareholders, any
shareholder who intends to bring any matter (other than the election of
directors) before a meeting of shareholders and is entitled to vote on such
matter must deliver written notice of such shareholder's intent to bring such
matter before the meeting of shareholders, either by personal delivery or by
United States mail, postage prepaid, to the Secretary of the Corporation.  Such
notice must be received by the Secretary not later than the following dates:
(i) with respect to a meeting of shareholders, 60 days in advance of such
meeting if such meeting is to be held on a day which is within 30 days
preceding the anniversary of the previous year's meeting, or 90 days in advance
of such meeting if such meeting is to be held on or after the anniversary of
the previous year's meeting; and (ii) with respect to any other meeting of
shareholders or a special meeting of shareholders, the close of business on the
tenth day following the date of public disclosure of the date of such meeting.
For purposes of this Section 2.9, notice shall be deemed to first be given to
shareholders when disclosure of such date is first made in a press release
reported by the Dow Jones News Services, Associated Press or comparable
national news service or in a document publicly filed by the Corporation with
the Securities and Exchange
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Commission pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act
of 1934, as amended.

       A shareholder's notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the meeting of shareholders (a)
a brief description of the business desired to be brought before the meeting
and the reasons for conducting such business at the meeting, (b) the name and
address, as they appear on the Corporation's books, of the shareholder
intending to propose such business, (c) the class and number of shares of
capital stock of the Corporation which are beneficially owned by the
shareholder, and (d) any material interest of the shareholder in such business.
The chairman of a meeting may, if the facts warrant, determine and declare to
the meeting that the business was not properly brought before the meeting and
in accordance with the provisions hereof and, if the chairman should so
determine, the chairman may so declare to the meeting that any such business
not properly brought before the meeting shall not be transacted.

                                  ARTICLE III
                                   DIRECTORS

       3.1    The number of directors which shall constitute the whole board of
directors shall be not less than one.  Such number of directors shall from time
to time be fixed and determined by the directors and shall be set forth in the
notice of any meeting of shareholders held for the purpose of electing
directors.  The directors shall be elected at the annual meeting of
shareholders, except as provided in Section 3.2.  Directors need not be
residents of Texas or shareholders of the corporation.  The directors shall be
divided into three classes.  Each class shall consist, as nearly as may be
possible, of one-third of the total number of directors constituting the entire
board of directors.  At each annual meeting of shareholders, successors to the
class of directors whose term expires at that annual meeting shall be elected
for a three-year term.  If the authorized number of directors is changed, any
increase or decrease shall be apportioned among the classes so as to maintain
the number of directors in each class as nearly equal as possible, and any
additional director of any class elected to fill a vacancy resulting from an
increase in such class shall hold office for a term that shall coincide with
the remaining term of that class, but in no case will a decrease in the number
of directors shorten the term of any incumbent director.  A director shall hold
office until the annual meeting for the year in which his or her term expires
and until his or her successor shall be elected and shall qualify, subject,
however, to prior death, resignation or removal from office.

       The provisions set forth in this Section 3.1 may not be amended,
altered, changed or repealed in any respect, nor may any provision be adopted
which is inconsistent with this Section 3.1  unless such action is approved by
the affirmative vote of the holders of not less than 80% of the votes entitled
to be cast on the matter.

       3.2    Any vacancy occurring in the board of directors may be filled by
a majority of the remaining directors though less than a quorum of the board of
directors or by the sole remaining





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director or as provided in Section 3.3.  A director elected to fill a
vacancy shall be elected for the unexpired term of his predecessor in office.

       3.3    The number of directors may be increased or decreased from time
to time as provided in these bylaws but no decrease shall have the effect of
shortening the term of any incumbent director. Any directorship to be filled by
reason of an increase in the number of directors may be filled by election at
an annual or special meeting of shareholders.

       3.4    Any director elected by the shareholders, or by the board of
directors to fill a vacancy, may be removed only for cause by the affirmative
vote of the holders of not less than 80% of the voting power represented by all
the shares of stock of the Corporation outstanding and entitled to vote for the
election of directors, given at a duly called annual or special meeting of
shareholders.

       3.5  Except for directors elected pursuant to the provisions of Section
3.2, only individuals nominated for election to the board of directors pursuant
to and in accordance with the provision of this Section 3.5 may be elected to
and may serve upon the board of directors of the Corporation.  Nominations for
the election of directors may be made by the board of directors, a committee
thereof or by any shareholder entitled to vote in the election of directors
generally.  Subject to the foregoing, only a shareholder of record entitled to
vote in the election of directors generally may nominate one or more persons
for election as directors at a meeting of shareholders and only if written
notice of such shareholder's intent to make such nomination or nominations has
been given, either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Corporation and has been received by the
Secretary not later than the following dates:  (i) with respect to an election
to be held at an annual meeting of shareholders, 60 days in advance of such
meeting if such meeting is to be held on a day which is within 30 days
preceding the anniversary of the previous year's annual meeting, or 90 days in
advance of such meeting if such meeting is to be held on or after the
anniversary of the previous year's annual meeting; and (ii) with respect to an
election to be held at a special meeting of shareholders for the election of
directors, the close of business on the tenth day following the date on which
notice of such meeting is first given to shareholders.  For purposes of this
Section 3.5, notice shall be deemed to first be given to shareholders when
disclosure of such date is first made 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 Sections 13, 14 or 15(d) of the Securities Exchange Act
of 1934, as amended.

       Each such notice shall set forth:

       (i)  the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated;





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    (ii)  a representation that the shareholder is a holder of record of stock
of the Corporation entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons specified
in the notice;

   (iii)  a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder; and

    (iv)  such other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the board of directors.

       To be effective, each notice of intent to make a nomination given
hereunder shall be accompanied by the written consent of each nominee to serve
as a director of the Corporation if elected.

       The chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination was not properly brought before the
meeting in accordance with the provisions hereof and, if the chairman should so
determine, declare to the meeting that such nomination was not properly brought
before the meeting and shall not be considered.

                       MEETINGS OF THE BOARD OF DIRECTORS

       3.6    Meetings of the board of directors, regular and special, may be
held either within or without the State of Texas.

       3.7    Regular meetings of the board of directors may be held upon such
notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board.

       3.8    Special meetings of the board of directors may be called by the
chairman of the board of directors or the president and shall be called by the
secretary on the written request of two directors. Notice of each special
meeting of the board of directors shall be given to each director at least 24
hours before the time of the meeting.

       3.9    Attendance of a director at any meeting shall constitute a waiver
of notice of such meeting, except where a director 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.  Except as may be otherwise
provided by law or by the articles of incorporation or by the bylaws, 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.





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       3.10    At all meetings of the board of directors a majority of the
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the board of directors, unless otherwise
specifically provided by law, the articles of incorporation or the bylaws.  If
a quorum shall not be present at any meeting of directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.

       3.11    The board of directors, by resolution passed by a majority of
the full board, may from time to time designate a member or members of the
board to constitute committees, including an executive committee, which shall
in each case consist of one or more directors and shall have and may exercise
such powers, as the board may determine and specify in the respective
resolutions appointing them.  A majority of all the members of any such
committee may determine its action and fix the time and place of its meetings,
unless the board of directors shall otherwise provide.  The board of directors
shall have power at any time to change the number, subject as aforesaid, and
members of any such committee, to fill vacancies and to discharge any such
committee.

       3.12    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 the members of
the board of directors or committee, as the case may be.

       3.13    Members of the board of directors or members of any committee
designated by the board may participate in and hold a meeting of such board or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this provision shall  constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

       3.14    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.


                                   ARTICLE IV
                                    NOTICES

       4.1    Any notice to directors or shareholders shall be in writing and
shall be delivered personally or mailed to the directors or shareholders at
their respective addresses appearing on the books of the corporation.  Notice
by mail shall be deemed to be given at the time when the same





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shall be deposited in the United States mail, postage prepaid.  Notice to
directors may also be given by telegram.

       4.2    Whenever any notice is required to be given under the provisions
of the statutes or of the articles of incorporation or of 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 deemed
equivalent to the giving of such notice.

                                   ARTICLE V
                                    OFFICERS


       5.1    The officers of the corporation shall include a president and a
secretary.  The board of directors may appoint such other officers and agents
as it deems necessary or advisable, including, without limitation, a chief
executive officer, a chairman of the board, a vice chairman of the board, a
treasurer, one or more vice presidents (which may be designated executive vice
presidents or senior vice presidents), and one or more assistant vice
presidents, assistant secretaries and assistant treasurers.  Any two or more
offices may be held by the same person.  Each officer shall exercise such
powers and perform such duties as provided hereinafter or as determined by the
board of directors.  No officer shall execute, acknowledge, verify or
countersign any instrument on behalf of the corporation in more than one
capacity, if such instrument is required by law, by these bylaws or by any act
of the corporation to be executed, acknowledged, verified or countersigned by
two or more officers.  The chairman and vice chairman of the board shall be
elected from among the directors.  With the foregoing exceptions, none of the
other officers need to be a director, and none of the officers need to a
shareholder of the corporation.

       5.2    The officers of the corporation shall be elected annually by the
board of directors at its first regular meeting held after the annual meeting
of shareholders or as soon thereafter as conveniently possible.  Each officer
shall hold office until his successor shall have been chosen and shall have
qualified or until his death or the effective date of his resignation or
removal, or until he shall cease to be a director in the case of the chairman
and vice chairman.

       5.3    Any officer or agent elected or appointed by the board of
directors may be removed without cause by the affirmative vote of a majority of
the board of directors whenever, in its judgment, the best interests of the
corporation shall be served thereby, but such removal shall be without
prejudice to the contractual rights, if any, of the person so removed.  Any
officer may resign at any time by giving written notice to the corporation.
Any such resignation shall take effect at the date of the receipt of such
notice or at any later time specified therein, and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

       5.4    Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise, may be filled by the board of directors for
the unexpired portion of the term.





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       5.5    The salaries of all officers and agents of the corporation shall
be fixed by the board of directors or pursuant to its direction; and no officer
shall be prevented from receiving such salary by reason of his also being a
director.

       5.6    The chairman of the board (if such officer is appointed by the
board of directors) shall preside at all meetings of the board of directors or
of the shareholders of the corporation.  In the chairman's absence, such duties
shall be attended to by the vice chairman of the board (if such officer is
appointed by the board of directors).  The chairman shall formulate and submit
to the board of directors or the executive committee matters of general policy
for the corporation and shall perform such other duties as usually appertain to
the office or as may be prescribed by the board of directors or the executive
committee.

       5.7    The chief executive officer (if such officer is appointed by the
board of directors) shall, subject to the control of the board of directors,
supervise and control the business and affairs of the corporation, and shall
see that all orders and resolutions of the board of directors and the executive
committee are carried into effect.  He shall have all powers and duties of
supervision and management usually vested in the general manager of a
corporation, including the power to appoint and remove subordinate officers,
agents and employees, except those elected or appointed by the board of
directors.  In the absence of the chairman of the board or the vice chairman of
the board (if such officer is appointed by the board of directors), the chief
executive officer shall preside at all meetings of the board of directors and
of the shareholders.  He may also preside at any such meeting attended by the
chairman or vice chairman of the board if he is so designated by the chairman,
or in the chairman's absence, by the vice chairman.  The chief executive
officer shall keep the board of directors and the executive committee fully
informed and shall consult with them concerning the business of the
corporation.  He shall also perform such other duties as may be prescribed by
the shareholders, the board of directors or the executive committee.

       5.8    If no chief executive officer is appointed by the board of
directors, the president shall be the chief executive officer of the
corporation.  Subject to the control of the board of directors and the chief
executive officer (if such officer is appointed by the board of directors), the
president shall in general supervise and control the business and affairs of
the corporation.  In the absence of the chairman of the board, the vie chairman
of the board and the chief executive officer (if such officers are appointed by
the board of directors), the president shall preside at all meetings of the
board of directors and of the shareholders.  He may also preside at any such
meeting attended by the chairman or vice chairman of the board or the chief
executive officer if he is so designated by the chairman, or in the chairman's
absence, by the vice chairman, or in the vice chairman's absence, by the chief
executive officer.  Subject to the control of the chief executive officer (if
such officer is appointed by the board of directors), the president shall have
the power to appoint and remove subordinate officers, agents and employees,
except those elected or appointed by the board of directors.  The president
shall keep the board of directors and the executive committee fully informed
and shall consult with them concerning the business of the corporation.  He may
sign with the secretary or any other officer of the corporation thereunto
authorized by the board of directors, certificates for shares





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of the corporation and any deeds, bonds, mortgages, contracts, checks, notes,
drafts or other instruments which the board of directors has authorized to be
executed, except in cases where the signing and execution thereof has been
expressly delegated by these bylaws or by the board of directors to some other
officer or agent of the corporation, or shall be required by law to be
otherwise executed.  He shall vote, or give a proxy to any other officer of the
corporation to vote, all shares of stock of any other corporation standing in
the name of the corporation and in general he shall perform all other duties
normally incident to the office of president and such other duties as may be
prescribed by the shareholders, the board of directors or the executive
committee.

       5.9    If one or more vice presidents are appointed by the board of
directors, in the absence of the president, or in the event of his inability or
refusal to act, the executive vice president (or in the event there shall be no
vice president designated executive vice president, any vice president
designated by the board of directors) shall perform the duties and exercise the
powers of the president.  Any vice president may sign, with the secretary or
assistant secretary, certificates for shares of the corporation.  The vice
presidents shall perform such other duties as from time to time may be assigned
to them by the president, the board of directors or the executive committee.

       5.10   The secretary shall (a) keep the minutes of the meetings of the
shareholders, the board of directors and committees of directors; (b) see that
all notices are duly given in accordance with the provisions of these bylaws
and 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 or a
facsimile thereof is affixed to all certificates for shares prior to the issue
thereof and to all documents, the execution of which on behalf of the
corporation under its seal is duly authorized in accordance with the provisions
of the bylaws; (d) keep or cause to be kept a register of the post office
address of each shareholder which shall be furnished by such shareholder; (e)
sign with the president, or an executive vice president or vice president,
certificates for shares of the corporation, the issue of which shall have been
authorized by resolution of the board of directors; (f) have general charge of
the stock transfer books of the corporation; and (g) in all duties normally
incident to the office of secretary and such other duties as from time to time
may be assigned to him by the president, the board of directors or the
executive committee.

       5.11    If a treasurer is appointed by the board of directors, the board
of directors may require that the treasurer 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; receive and
give receipts for moneys due and payable to the corporation from any source
whatsoever and deposit all such moneys in the name of the corporation in the
corporation's banks, trust companies or other depositories; (b) prepare, or
cause to be prepared, for submission at each regular meeting of the board of
directors, at each annual meeting of the shareholders, and at such other times
as may be required by the board of directors, the president or the executive
committee, a statement of financial condition of the corporation in such detail
as may be required; and (c) in general, perform all the





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duties incident to the office of the treasurer and such other duties as from
time to time may be assigned to him by the president, the board of directors or
the executive committee.

       5.12    The assistant secretaries and assistant treasurers (if such
officers are appointed by the board of directors) shall, in general, perform
such duties as shall be assigned to them by the secretary or the treasurer,
respectively, or by the president, the board of directors or the executive
committee.  The assistant secretaries and assistant treasurers shall, in the
absence of the secretary or treasurer, respectively, perform all functions and
duties which such absent officers may delegate, but such delegation shall not
relieve the absent officer from the responsibilities and liabilities of his
office.  The assistant secretaries may sign, with the president or a vice
president, certificates for shares of the corporation, the issue 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.

                                   ARTICLE VI
                        CERTIFICATES REPRESENTING SHARES

       6.1    The shares of the corporation shall be represented by
certificates signed by the president or a vice president and the secretary or
an assistant secretary of the corporation, and may be sealed with the seal of
the corporation or a facsimile thereof.

       6.2    The signatures of the president or vice president and the
secretary or assistant secretary upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent, or registered by a registrar,
other than the corporation itself or an employee of the corporation.  In case
any officer who has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before such certificate
is issued, it may be issued by the corporation with the same effect as if he
were such officer at the date of its issue.

                               LOST CERTIFICATES

       6.3    The board of directors may direct a new certificate to be issued
in place of any certificate theretofore issued by the corporation alleged to
have been lost or destroyed.  When authorizing such issue of a new certificate,
the board of directors, in its discretion and as a condition precedent to the
issuance thereof, may prescribe such terms and conditions as its deems
expedient and may require such indemnities as it deems adequate to protect the
corporation from any claim that may be made against it with respect to any such
certificate alleged to have been lost or destroyed.

       6.4    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, a new
certificate shall be issued to the person entitled thereto and the old
certificate canceled and the transaction recorded upon the books of the
corporation.





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                                  RECORD DATES

       6.5    For the purpose of determining shareholders entitled to notice of
or to vote at any meeting of shareholders, or any adjournment thereof, or
entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors shall 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
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken.  If no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the
board of directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders.  When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall be applied
to any adjournment thereof.

                            REGISTERED SHAREHOLDERS

       6.6    The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound to recognize any
equitable or other claim to or interest in such share 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 the laws of Texas.

                              LIST OF SHAREHOLDERS

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





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                                  ARTICLE VII
                               GENERAL PROVISIONS

                                   DIVIDENDS

       7.1    Subject to the provisions of the articles of incorporation
relating thereto, if any, dividends may be declared by the board of directors,
in its discretion, at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property or in the corporation's own shares,
subject to any provisions of the articles of incorporation.

       7.2    Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund for meeting contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

       7.3    All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                  FISCAL YEAR

       7.4    The fiscal year of the corporation shall be fixed by resolution
of the board of directors.

                                      SEAL

       7.5    The corporate seal shall be in such form as may be prescribed by
the board of directors.  The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any manner reproduced.

                               BOOKS AND RECORDS

       7.6    The corporation shall keep correct and complete books and records
of account and shall keep minutes of the proceedings of its shareholders and
board of directors, and shall keep at its registered office or principal place
of business, or at the office of its transfer agent or registrar, a record of
its shareholders, giving the names and addresses of all shareholders and the
number and class of the shares held by each.

                                  ARTICLE VIII
                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Article 2.02-1 of the Texas Business Corporation Act (the "Article")
permits the corporation to indemnify its present and former directors and
officers to the extent and under the circumstances





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set forth therein.  In addition, in some instances, indemnification is required
by the Article.  The corporation hereby elects to and does hereby indemnify the
following persons to the fullest extent permitted or required by the Article
promptly upon request of any such person making a request for indemnity
hereunder: (a) any person who is or was a director or officer of the
corporation; (b) any person who while a director or officer of the corporation,
is or was serving at the request of the corporation as a director, officer,
partner, venturer, proprietor, trustee, employee, agent or similar functionary
of another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise; and (c) any
person who is not or was not a director or officer of the corporation but who
is or was serving at the request of the corporation as a director, officer,
partner, venturer, proprietor, trustee, employee, agent or similar functionary
of another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise.  Such
obligation to so indemnify and to so make such determinations may be
specifically enforced by resort to any court of competent jurisdiction.
Further, the corporation shall pay or reimburse the reasonable expenses of such
persons covered hereby in advance of the final disposition of any proceeding to
the fullest extent permitted by the Article and subject to the conditions
thereof.  If the Texas Business Corporation Act or any other applicable Texas
statute is hereafter amended to authorize a corporation to further indemnify
the above described persons, the corporation shall, in addition to the
indemnification provided herein, indemnify such persons to the fullest extent
permitted or required under such amended act or statute.  Any repeal or
modification of this Article VIII by the directors or shareholders of the
corporation shall be prospective only, and shall not adversely affect any
indemnity obligation existing hereunder at the time of such repeal or
modification.

                                   ARTICLE IX
                                   AMENDMENTS

       Except as provided in Section 3.1 hereof, these bylaws may be altered,
amended, or repealed or new bylaws may be adopted by (i) a majority of the
whole board of directors at any regular or special meeting or (ii) the
affirmative vote of the holders of not less than 80% of the voting power
represented by all the shares of stock of the Corporation outstanding and
entitled to vote for the election of directors, given at a duly called annual
or special meeting of shareholders.





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