<PAGE>

                                                                EXHIBIT 3(a)(ii)

                             AMENDED AND RESTATED


                                    BYLAWS


                                      OF


                             TNP ENTERPRISES, INC.
<PAGE>

                             AMENDED AND RESTATED

                                    BYLAWS

                                      OF

                             TNP ENTERPRISES, INC.

                    * * * * * * * * * * * * * * * * * * * *

                               TABLE OF CONTENTS

                                                                          Page
                                                                          ----

ARTICLE I  OFFICES.........................................................1
         1.1   Principal Office............................................1
         1.2   Other Offices...............................................1

ARTICLE II  MEETINGS OF SHAREHOLDERS.......................................1
         2.1   Place of Meetings...........................................1
         2.2   Annual Meeting..............................................1
         2.3   List of Shareholders........................................1
         2.4   Special Meetings............................................2
         2.5   Notice......................................................2
         2.6   Quorum......................................................2
         2.7   Voting by Shareholders......................................2
         2.8   Voting Procedure............................................3
         2.9   Record Date.................................................3
         2.10  Action Without Meeting; Telephone Meetings..................4

ARTICLE III  DIRECTORS.....................................................5
         3.1   Management..................................................5
         3.2   Number; Election............................................5
         3.3   Change in Number............................................5
         3.4   Removal.....................................................5
         3.5   Vacancy.....................................................5
         3.6   Advisory Director...........................................6
         3.7   Place of Meetings...........................................6
         3.8   First Meetings..............................................6
         3.9   Regular Meetings............................................6
         3.10  Special Meetings............................................6
         3.11  Quorum......................................................6
         3.12  Action Without Meeting; Telephone Meetings..................7
         3.13  Chairman of the Board of Directors..........................7
         3.14  Compensation................................................7
         3.15  Executive Committee.........................................7


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<PAGE>

                                                                          Page
                                                                          ----
         3.16  Other Committees............................................7
         3.17  Annual Report...............................................8

ARTICLE IV  NOTICES........................................................8
         4.1   Method......................................................8
         4.2   Waiver......................................................8

ARTICLE V  OFFICERS........................................................8
         5.1   Officers....................................................8
         5.2   Election....................................................8
         5.3   Compensation and Contracts with Officers....................9
         5.4   Removal and Vacancies.......................................9
         5.5   Chairman of the Board of Directors..........................9
         5.6   Chief Executive Officer.....................................9
         5.7   President...................................................9
         5.8   Vice Presidents............................................10
         5.9   Secretary..................................................10
         5.10  Assistant Secretaries......................................10
         5.11  Chief Financial Officer....................................10
         5.12  Treasurer..................................................11
         5.13  Assistant Treasurers.......................................11
         5.14  Controller.................................................11
         5.15  Assistant Controllers......................................11

ARTICLE VI  CERTIFICATES REPRESENTING SHARES..............................12
         6.1   Certificates...............................................12
         6.2   Lost Certificates..........................................12
         6.3   Transfer Agent and Registrar...............................12
         6.4   Transfer of Shares.........................................12
         6.5   Registered Shareholders....................................12
         6.6   Closing of Transfer Books..................................13

ARTICLE VII  GENERAL PROVISIONS...........................................13
         7.1   Distributions and Share Dividends..........................13
         7.2   Reserves...................................................13
         7.3   Checks.....................................................13
         7.4   Fiscal Year................................................13
         7.5   Seal.......................................................14
         7.6   Voting Securities Held by the Corporation..................14
         7.7   Indemnification............................................14
         7.8   Amendments.................................................14
         7.9   Table of Contents; Headings................................14


                                       ii
<PAGE>

                             AMENDED AND RESTATED

                                    BYLAWS

                                      OF

                             TNP ENTERPRISES, INC.

                               (the "Corporation")




                                    ARTICLE I

                                     OFFICES

     1.1  Principal Office. The principal business office of the Corporation
shall be at 2 Robbins Lane, Suite 201, Jericho, New York 11753.

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


                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     2.1  Place of Meetings. Meetings of shareholders for all purposes 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  Annual Meeting. An annual meeting of the shareholders, commencing with
the year 1999 shall be held each 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 or in a duly executed waiver of notice of such meeting. At such
meetings, the shareholders shall elect a Board of Directors and transact such
other business as may properly be brought before the meeting.

     2.3  List of Shareholders. At least ten (10) days before each meeting of
the shareholders, a complete list of the shareholders entitled to vote at said
meeting or any adjournment thereof, arranged in alphabetical order with the
address of and the number of voting shares held by each, shall be prepared by
the officer or agent having charge of the stock transfer books. Such list, for a
period of ten (10) days prior to such meeting, shall be kept on file at the
registered office or principal place of business of the Corporation and shall be
subject to

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<PAGE>

inspection by any shareholder at any time during usual business hours. Such list
shall be produced and kept open at the time and place of the meeting during the
whole time thereof, and shall be subject to the inspection of any shareholder
who may be present.

     2.4  Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, the Articles of
Incorporation, or these Bylaws, may be called by (a) the President or Chairman
of the Board of Directors, (b) a majority of the members of the Board of
Directors or (c) the holders of at least fifty percent (50%) of all the shares
entitled to vote at such meetings. Business transacted at a special meeting
shall be confined to the purposes stated in the notice of the meeting.

     2.5  Notice. Written or printed notice stating the place, day and hour of a
meeting of shareholders, 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
(10) or, in the event of a merger or consolidation, not less than twenty (20),
nor more than fifty (50) 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 person calling the meeting, to each shareholder of record entitled to
vote at the meeting. Notice need not be given to a shareholder if (1) notice of
two consecutive annual meetings and all notices of any meetings held during the
period between those annual meetings or (2) all (but in no event less than two)
payments (if sent by first class mail) of distributions or interest on
securities during a 12-month period have been mailed to the shareholder,
addressed at his address as shown on the records of the Corporation, and have
been returned undeliverable. If such a shareholder delivers to the Corporation a
written notice setting forth his current address, the notice requirement of this
Section shall be reinstated.

     2.6  Quorum. At each meeting the holders of a majority of the shares issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall be requisite and shall constitute a quorum of the shareholders
for the transaction of business except as otherwise provided by statute, the
Articles of Incorporation or these Bylaws, but in no event shall a quorum
consist of the holders of less than one-third of the shares entitled to vote at
such a meeting. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting, without notice other than announcement at the meeting, until a quorum
shall be present or represented. When such adjourned meeting is reconvened and a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

     2.7  Voting by Shareholders. With respect to any matter other than the
election of Directors or a matter for which the affirmative vote of the holders
of a specified portion of the shares entitled to vote is required by the Texas
Business Corporation Act, the affirmative vote of the holders of a majority of
the shares entitled to vote on that matter and represented in person or by proxy
at a meeting of shareholders at which a quorum is present shall be the act of
the shareholders, unless otherwise provided in the Articles of Incorporation,
the Bylaws or resolution adopted by an affirmative majority vote of the Board of
Directors.

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<PAGE>

     Unless otherwise provided in the Articles of Incorporation, the Bylaws or
an affirmative majority vote of the Board of Directors, directors shall be
elected by a plurality of the votes cast by the holders of shares entitled to
vote in the election of directors at a meeting of shareholders at which a quorum
is present.

     2.8  Voting Procedure. Each outstanding share, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, except to the extent that the voting rights of the shares of any
class or classes are limited or denied or special voting rights are provided by
the Articles of Incorporation (including voting rights created pursuant to
Article 2.29 of the Texas Business Corporation Act). At any meeting of the
shareholders, every shareholder having the right to vote shall be entitled to
vote in person, by proxy appointed by an instrument in writing subscribed by
such shareholder, or by his duly authorized attorney-in-fact. No form of proxy
or power of attorney bearing a date more than eleven (11) months prior to said
meeting shall be valid, unless said instrument provides for a longer period.
Each proxy shall be revocable unless the proxy form conspicuously states that
the proxy is irrevocable and the proxy is coupled with an interest. All proxies
must be filed with the Secretary of the Corporation prior to or at the time of
the meeting.

     2.9  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 entitled to receive a distribution by the Corporation (other than a
distribution involving a purchase or redemption by the Corporation of any of its
own shares) or a share dividend, or in order to make a determination of
shareholders for any other proper purpose (other than determining shareholders
entitled to consent to action by shareholders proposed to be taken without a
meeting of shareholders), the Board of Directors of the Corporation may fix in
advance a record date to be not less than ten (10) nor more than fifty (50) days
prior to such meeting. If the share transfer records are not closed, as provided
in Article VI, Section 6.6, and no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive a distribution (other than a distribution
involving a purchase or redemption by the Corporation of any of its own shares)
or a share dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such
distribution or share dividend is adopted, as the case may be, shall be the
record date 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 or Article VI, Section 6.6, such determination shall
apply to any adjournment thereof, except where the determination has been made
through the closing of the share transfer records and the stated period of
closing has expired.

     For the purpose of determining shareholders entitled to call a special
meeting of shareholders pursuant to Article II, Section 2.4, the record date
shall be the date the first shareholder signs the notice of the meeting.

     Unless a record date shall have previously been fixed or determined
pursuant to this section, 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

                                       3
<PAGE>

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 in the manner provided by Article II, Section
2.10. 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.

     2.10 Action Without Meeting; Telephone Meetings. Any action required or
permitted to be taken at a meeting of the shareholders of the Corporation 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 present and voted.

     Every written consent signed by the holders of less than all the shares
entitled to vote with respect to the action that is the subject of the consent
shall bear the date of signature of each shareholder who signs the consent. No
written consent signed by the holders of less than all the shares entitled to
vote with respect to the action that is the subject of the 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, 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,
registered agent, principal place of business, transfer agent, registrar,
exchange agent 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 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.

     A telegram, telex, cablegram, or similar transmission by a shareholder, or
a photographic, photostatic, facsimile, or similar reproduction of a writing
signed by a shareholder, shall be regarded as signed by the shareholder for
purposes of this section.

     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.

     Subject to applicable notice provisions and unless otherwise restricted by
the Articles of Incorporation, shareholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in

                                       4
<PAGE>

the meeting can hear each other, and participation in such meeting shall
constitute presence in person at such meeting, except where a person's
participation is 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 III

                                   DIRECTORS

     3.1  Management. The business and affairs of the Corporation shall be
managed by its Board of Directors who may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the shareholders. The Board of Directors shall keep regular
minutes of its proceedings.

     3.2  Number; Election. The Board of Directors shall consist of at least one
and not more than fifteen Directors, who need not be shareholders or residents
of the State of Texas. Directors shall be elected at the annual meeting of the
shareholders, except as hereinafter provided, and each Director elected shall
hold office until his successor shall be elected and shall qualify. At every
election of Directors, each shareholder entitled to vote with respect to such
matter shall have the right to vote in person or by proxy the number of voting
shares owned by him or her for as many persons as there are Directors to be
elected and for whose election he has a right to vote. Cumulative voting shall
be prohibited.

     3.3  Change in Number. The number of Directors may be increased or
decreased from time to time by an amendment to these Bylaws or a resolution
adopted by the affirmative vote of a majority of the Directors, but no decrease
shall have the effect of shortening the term of any incumbent Director.

     3.4  Removal. Any Director may be removed either for or without cause at
any annual or special meeting of shareholders by the affirmative vote of a
majority in number of shares or class of shares of the shareholders present in
person or by proxy at such meeting and entitled to vote for the election of such
Directors, as the case may be, which elected the Director being removed, if
notice of the intention to act upon such matters shall have been given in the
notice calling such meeting. Upon the removal of a Director, the shareholders
shall have the power at the same meeting to elect a new Director to serve until
the next annual shareholders meeting, if notice of the intention to act upon
such matter shall have been given in the notice calling such meeting. If the
shareholders fail to elect a person to fill the unexpired term of the Director
so removed, such unexpired term shall be considered a vacancy on the Board of
Directors to be filled by the remaining directors in the manner next provided.

     3.5  Vacancy. If any vacancy occurs in the Board of Directors caused by
death, resignation, retirement, disqualification, removal from office of any
Director, or otherwise, a majority of the Directors then in office, though less
than a quorum, may choose a successor, or a

                                       5
<PAGE>

successor may be chosen at a special meeting of shareholders called for that
purpose, and each Director so chosen shall be elected until the next annual
meeting of the shareholders and until such Director's successor shall have been
elected and shall qualify. Any director position to be filled by reason of an
increase in the number of Directors shall be by election at an annual meeting of
shareholders or at a special meeting of shareholders duly called for such
purpose Newly created directorships may also be filled by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director, 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.

     3.6  Advisory Director. The position of Advisory Director may be created
from time to time by the Board of Directors. Any Advisory Director shall be
entitled to notice of meetings and expected to attend such meetings. Any
Advisory Director may render advice to the Board of Directors, but may not vote
on any issue. Any Advisory Director shall be entitled to the same compensation
and benefits as a duly elected Director.

     3.7  Place of Meetings. The Directors of the Corporation may hold their
meetings, both regular and special, either within or without the State of Texas.

     3.8  First Meetings. The first meeting of each newly elected Board of
Directors shall be held without further notice immediately following the annual
meeting of shareholders, and at the same place, unless by unanimous consent of
the Directors then elected and serving, such time or place shall be changed. At
the first meeting, the Board of Directors shall elect one Director to serve as
Chairman of the Board Directors and to preside at all meetings of the
shareholders and of the Board of Directors.

     3.9  Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and place as shall from time to time be
determined by the Board of Directors.

     3.10 Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board of Directors or the President on three (3)
days' notice to each Director, either personally or by mail or telegram or email
or facsimile transmission stating the purpose of such meeting. Notice given by
telephone should be confirmed in writing. Notice given by email or facsimile
transmission shall be deemed to be given upon receipt. Special meetings shall be
called by the Chairman of the Board of Directors, the President or Secretary in
like manner and on like notice on the written request of any two (2) directors.

     3.11 Quorum. At all meetings of the Board of Directors, the presence of a
majority of the Directors shall be necessary and sufficient to 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, except as may be otherwise specifically provided by
statute, the Articles of Incorporation or these Bylaws. If a quorum shall not be
present at any meeting of Directors, the Directors present thereat may adjourn
the meeting from

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<PAGE>

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

     3.12 Action Without Meeting; Telephone Meetings. Any action required or
permitted to be taken at a meeting of the Board of Directors or members of any
committee designated by the Board of Directors may be taken without a meeting if
a consent in writing, setting forth the action so taken, is signed by all the
members of the Board of Directors or committee, as the case may be. Such consent
shall have the same force and effect as a unanimous vote at a meeting. Subject
to applicable notice provisions and unless otherwise restricted by the Articles
of Incorporation, members of the Board of Directors, or members of any committee
designated by the Board of Directors, may participate in and hold a meeting by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in such meeting shall constitute presence in person at such
meeting, except where a person's participation is for the express purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened.

     3.13 Chairman of the Board of Directors. The Board of Directors may elect a
Chairman of the Board of Directors to preside at their meetings and to perform
such other duties as the Board of Directors may from time to time assign to him
or her.

     3.14 Compensation. Directors and Advisory Directors, as such, may by
resolution of the Board of Directors be allowed a fixed sum and expenses of
attendance, if any, for attendance at each regular or special meeting of the
Board of Directors or of any meeting by members of an authorized committee, if
any, and may also receive such other compensation for their services as
Directors, or for serving the Corporation in any other capacity, as the Board of
Directors from time to time may determine. Any Director who is also an employee
of the Corporation shall not be compensated for services as a Director.

     3.15 Executive Committee. The Board of Directors may, by resolution adopted
by a majority of the whole Board of Directors, designate an Executive Committee,
to consist of one or more of the Directors of the Corporation. The Executive
Committee, to the extent provided in said resolution, shall have and may
exercise all of the authority of the Board of Directors in the management of the
business and affairs of the Corporation, except where action of the full Board
of Directors is required by statute or by the Articles of Incorporation, and
shall have power to authorize the seal of the Corporation to be affixed to all
papers which may require it. Any member of the Executive Committee may be
removed by the Board of Directors by the affirmative vote of a majority of the
Board of Directors, whenever in its judgment the best interests of the
Corporation will be served thereby. The Executive Committee shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
required.

     3.16 Other Committees. The Board of Directors may, by resolution adopted by
a majority of the whole Board of Directors, designate from among its members one
or more committees, other than an Executive Committee, to the extent provided in
such resolution.

                                       7
<PAGE>

     3.17 Annual Report. The Board of Directors shall present at each annual
meeting and, when called for by a vote of the shareholders at any special
meeting of the shareholders, a full and clear statement of the business and
condition of the Corporation.


                                  ARTICLE IV

                                    NOTICES

     4.1  Method. Whenever by statute, the Articles of Incorporation, or these
Bylaws, notice is required to be given to any Director or shareholder, and no
provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given in writing,
by facsimile transmission or by email or by mail, postage prepaid, addressed to
such Director or shareholder at such address as appears on the books of the
Corporation or in any other method permitted by law. Any notice required or
permitted to be given by mail shall be deemed to be given at the time when the
same shall be thus deposited in the United States mail as aforesaid. Any notice
given by email or facsimile transmission shall be deemed to be given upon
receipt.

     4.2  Waiver. Whenever any notice is required to be given to any shareholder
or Director of the Corporation by statute, the Articles of Incorporation, 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 in such notice,
shall be deemed equivalent to the giving of such notice. Attendance of a
shareholder or Director at a meeting shall constitute a waiver of notice of such
meeting, except where a shareholder or 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. Consent in writing by a shareholder or
Director to any action taken or resolution adopted by the shareholders or
Directors of the Corporation shall constitute a waiver of any and all notices
required to be given in connection with such action or resolution.


                                   ARTICLE V

                                   OFFICERS

     5.1  Officers. The officers of the Corporation shall be elected by the
Directors and shall be a President and Secretary. The Board of Directors may
also choose a Chief Financial Officer, a Controller, a Treasurer and such number
of Assistant Controllers, Assistant Secretaries, Assistant Treasurers, a Vice
President and Assistant Vice Presidents as the Board of Directors may from time
to time determine. Any two or more offices may be held by the same person.

     5.2  Election. The Board of Directors at its first meeting after each
annual meeting of shareholders shall elect the officers of the Corporation, who
need not be members of the Board of Directors, shareholders or residents of the
State of Texas. The Board of Directors may appoint such other officers and
agents as it shall deem necessary, who shall be appointed for

                                       8
<PAGE>

such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

     5.3  Compensation and Contracts with Officers. The compensation of all
officers who report directly to the President of the Corporation shall be fixed
by the Board of Directors. The compensation of agents and employees shall be
determined and fixed by the President. The Board of Directors of the Corporation
may enter into agreements with officers on such terms as are deemed necessary
for present or future performance of service to and for the Corporation by
officers at such amounts of compensation as may be required to obtain such
services or as to which such officers may agree, and for lease to the
Corporation by the officers of any vehicles, equipment, furnishings or other
articles of property owned or held by officers as may be useful or necessary to
the organization and functioning of the Corporation. No officer shall be
ineligible to receive such compensation by reason of the fact that such officer
is also a Director of the Corporation.

     5.4  Removal and Vacancies. Each officer of the Corporation shall hold
office until his successor is chosen and qualifies in his stead or until his
death or until his resignation or removal from office. Any officer or agent or
member of a committee elected or appointed by the Board of Directors may be
removed either for or without cause by a majority of the Board of Directors
present at a meeting of the Board of Directors at which a quorum is represented,
whenever in the judgment of the Board of Directors the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. If the office of any
officer becomes vacant for any reason, the vacancy may be filled by the Board of
Directors.

     5.5  Chairman of the Board of Directors. The Chairman of the Board of
Directors shall preside at all meetings of shareholders and Directors, and may
be designated as the Chief Executive Officer of the Corporation, but unless so
designated shall not otherwise be considered an officer of the Corporation.

     5.6  Chief Executive Officer. The Chief Executive Officer shall have
responsibility for the general direction of the business and affairs of the
Corporation, subject to the control of the Board of Directors. The Chief
Executive Officer shall have authority to sign, execute and acknowledge in the
name and on behalf of the Corporation all contracts and other documents and
instruments, including bonds and mortgages, except as otherwise provided by law,
and shall have authority to appoint and discharge agents and employees. The
Chief Executive Officer shall have such additional powers and duties as the
Board of Directors may from time to time prescribe. In the absence or disability
of the President, the Chief Executive Officer shall perform such duties and
exercise such powers of the President as the Chief Executive Officer shall deem
necessary unless such functions are assumed by the Chairman of the Board of
Directors or otherwise delegated by the Board of Directors or the Executive
Committee. The Chief Executive Officer shall be an ex officio member of all
Board Committees.

     5.7  President. (a) The President shall, in the absence of the Chairman of
the Board of Directors, perform all of the functions and duties herein above
assigned to the Chairman of the

                                       9
<PAGE>

Board of Directors. If the President is designated as the Chief Executive
Officer, the President shall perform all the functions of that office as set
forth in Article V, Section 5.6 above; but, in all events, the President shall
be the Chief Operating Officer of the Corporation and shall have general and
active management of the business and affairs of the Corporation, shall see that
all orders and resolutions of the Board of Directors are carried into effect,
and shall perform such other duties as the Board of Directors shall prescribe.

     (b) The President may execute bonds, mortgages and other contracts or
instruments requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.

     5.8  Vice Presidents. The Board of Directors may elect an Executive Vice
President who shall perform the duties of the President during the President's
absence or disability and shall perform such other duties as the Board of
Directors may prescribe. The Board of Directors may elect other Vice Presidents
who shall in the order of their seniority in office and in the absence or
disability of the President and the Executive Vice President, perform the duties
and exercise the powers of the President and shall perform such other duties as
the Board of Directors may prescribe.

     The Assistant Vice Presidents, if any, in order of their seniority in
office shall, in the absence or disability of their respective Vice President,
perform the duties and exercise the powers of such Vice President, and shall
perform such other duties and have such other powers as the Board of Directors
or President may from time to time prescribe.

     5.9  Secretary. The Secretary shall attend all sessions of the Board of
Directors and all meetings of the shareholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose and shall
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all meetings of the shareholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or President, under whose
supervision the Secretary shall function. The Secretary shall keep in safe
custody the seal of the Corporation and, when authorized by the Board of
Directors, affix the same to any instrument requiring it, and, when so affixed,
it shall be attested by the Secretary's signature or by the signature of the
Treasurer or an Assistant Secretary.

     5.10 Assistant Secretaries. The Assistant Secretaries, if any, in order of
their seniority in office shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary, and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe or as the President may from time to time delegate.

     5.11 Chief Financial Officer. The Chief Financial Officer, if one is
appointed, shall be a Vice President and shall be in charge of the financial
affairs of the Corporation under the direction and the supervision of the
President. The Chief Financial Officer shall supervise the activities of the
Controller and the Treasurer.

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     5.12 Treasurer. The Treasurer, if one is appointed, shall act under the
supervision of the Chief Financial officer, or if there is no Chief Financial
Officer, the Treasurer shall act under the President's supervision. The
Treasurer shall have the custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements of the Corporation
and shall deposit all monies and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors. The Treasurer shall disburse the funds of the Corporation as may
be ordered by the Chief Financial Officer, taking proper vouchers for such
disbursements, and shall render to the Chief Financial Offer, or to the
President if there is no Chief Financial Officer, and at the regular meetings of
the Board of Directors, or whenever they may require it, an account of all
transactions as Treasurer and of the financial condition of the Corporation, and
shall perform such other duties as the Board of Directors may prescribe. If
required by the Board of Directors, the Treasurer shall give the Corporation a
bond in such form in such sum, and with surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of such office and for the restoration to the Corporation, in case of the
Treasurer's death, resignation, retirement or removal from office, of all books,
papers, vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.13 Assistant Treasurers. The Assistant Treasurers, if any, in order of
their seniority in office shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer, and shall perform
such other duties and have such other powers as the Board of Directors or
President may from time to time prescribe.

     5.14 Controller. The Controller, if one is appointed, shall act under the
supervision of the Chief Financial Officer, or if there is no Chief Financial
Officer, the Controller shall act under the supervision of the President. The
Controller shall be the chief accounting officer of the Corporation and shall,
when proper, approve all bills for purchases, payrolls and similar instruments
providing for disbursement of money by the Corporation for payment by the Chief
Financial Officer. The Controller shall be in charge of and maintain books of
account and accounting records of the Corporation and shall render to the Chief
Financial Officer, or to President if there if no Chief Financial Officer, an
account of all his transactions as Controller and of the financial condition of
the Corporation. In addition, the Controller shall perform such other acts as
are usually performed by the Controller of a Corporation or assigned to him or
her by the President.

     5.15 Assistant Controllers. The Assistant Controllers, if any, in order of
their seniority in office shall, in the absence or disability of the Controller,
perform the duties and exercise the powers of Controller, and shall perform such
other duties and have such other powers as the Board of Directors or President
may from time to time prescribe.

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                                  ARTICLE VI

                       CERTIFICATES REPRESENTING SHARES

     6.1  Certificates. Certificates in such form as may be determined by the
Board of Directors shall be delivered representing all shares to which
shareholders are entitled. Such certificates shall be consecutively numbered and
shall be entered in the books of the Corporation as they are issued. Each
certificate shall state on the face thereof the holder's name, the number and
class of shares, and the par value of such shares or a statement that such
shares are without par value. They shall be signed by the President or a Vice
President and the Secretary or an Assistant Secretary and may be sealed with the
seal of the Corporation or a facsimile thereof. The signature of any such
officer may be facsimile if the certificate is countersigned by a transfer agent
or is registered by a registrar other than the Corporation itself or its
employees.

     6.2  Lost Certificates. The Board of Directors may direct a new certificate
representing shares to be issued in place of any certificate theretofore issued
by the Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be 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 require the owner of such lost or destroyed certificate, or the
owner's legal representative, to advertise the same in such manner as it shall
require and/or give the Corporation a bond in such form, in an amount not
exceeding double the value of the stock, and with such surety or sureties as it
may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost or
destroyed.

     6.3  Transfer Agent and Registrar. The Board of Directors may appoint one
or more transfer agents or transfer clerks and one or more registrars and may
require all certificates for shares to bear the signature or signatures of any
of them.

     6.4  Transfer of Shares. Shares of stock shall be transferable only on the
books of the Corporation by endorsement by the holder thereof in person or by
the holder's duly authorized attorney. 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, it shall be the duty of the Corporation or the transfer
agent of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

     6.5  Registered Shareholders. Unless otherwise provided in the Texas
Business Corporation Act, and subject to the provisions of Chapter 8 of the
Texas Business & Commerce Code: (a) the Corporation may regard the person in
whose name any shares issued by the Corporation are registered in the share
transfer records of the Corporation at any particular time (including, without
limitation, as of a record date fixed pursuant to these Bylaws) as the owner of
those shares at that time for purposes of voting those shares, receiving
distributions thereon or notices in respect thereof, transferring those shares,
exercising rights of dissent with respect to those shares, exercising or waiving
any preemptive right with respect to those shares, entering into agreements with
respect to those shares in accordance with Article 2.22 or 2.30 of the Texas

                                       12
<PAGE>

Business Corporation Act, or giving proxies with respect to those shares; and
(b) neither the Corporation nor any of its officers, directors, employees, or
agents shall be liable for regarding that person as the owner of those shares at
that time for those purposes, regardless of whether that person possesses a
certificate for those shares.

     6.6  Closing of Transfer Books. The Board of Directors may provide that the
stock transfer books shall be closed for a stated period not to exceed fifty
(50) days for the purpose of determining shareholders entitled to receive 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. If the stock transfer books shall
be closed for the purpose of determining shareholders entitled to receive 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.


                                  ARTICLE VII

                              GENERAL PROVISIONS

     7.1  Distributions and Share Dividends. Subject to the provisions of law
and the Articles of Incorporation, distributions and share dividends, if any,
may be authorized by the Board of Directors at any regular or special meeting.
Distributions may be paid in cash, in property, or in the issuance of
indebtedness, and may be in the form of a dividend on the outstanding shares of
the Corporation, a purchase or redemption by the Corporation of any of its own
shares, or a payment in liquidation of all or a portion of the assets of the
Corporation. Share dividends shall be paid in authorized but unissued shares of
the Corporation or in treasury shares subject to the provisions of the Texas
Business Corporation Act and the Articles of Incorporation. The Board of
Directors may fix a record date in the manner provided in Article II of these
Bylaws or may close the stock transfer books in the manner provided in Article
VI of these Bylaws for the purpose of determining shareholders entitled to
receive a distribution (other than a distribution involving a purchase or
redemption by the Corporation of any of its own shares) or share dividend.

     7.2  Reserves. There may be created by resolution of the Board of Directors
out of the surplus of the Corporation such reserve or reserves as the Directors
from time to time, in their discretion, think proper to provide for
contingencies, or to equalize distributions, or to repair or maintain any
property of the Corporation, or for such other purposes as the Directors shall
think beneficial to the Corporation, and the Directors may modify or abolish any
such reserve in the manner in which it was created.

     7.3  Checks. 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.

     7.4  Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

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<PAGE>

     7.5  Seal. The corporate seal shall have inscribed thereon the name of the
Corporation. Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

     7.6  Voting Securities Held by the Corporation. Unless otherwise ordered by
the Board of Directors, the President shall have full power and authority on
behalf of the Corporation to attend, to act and to vote at any meeting of
security holders of other corporations in which the Corporation may hold
securities. At such meeting the President shall possess and may exercise any and
all rights and powers incident to the ownership of such securities which the
Corporation might have possessed and exercised if it had been present. The Board
of Directors may from time to time confer like powers upon any other person or
persons.

     7.7  Indemnification. (a) The Corporation shall indemnify every Director,
officer, employee or former Director, officer or employee of the Corporation, or
any person who has served at the Corporation's request as a Director, officer or
employee of another Corporation in which the Corporation owns shares of stock,
against, and reimburse and advance to every Director, officer and employee or
former Director, officer or employee for, all liabilities, costs and expenses
incurred in connection with such directorship, office or employment and any
actions taken or omitted in such capacity to the greatest extent permitted under
the Texas Business Corporation Act and other applicable laws at the time of such
indemnification, reimbursement or advance payment.

     (b) Such rights of indemnification and reimbursement shall not be deemed
exclusive of any other rights to which such Director, officer or employee may be
entitled by law or under any bylaw, vote of shareholders, agreement or
otherwise. The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee or
agent of the Corporation or is or was serving at the request of the Corporation
as a Director, officer, employee or agent of any other Corporation against any
liability asserted against such person and incurred by such person in any such
capacity or arising out of his status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of this section.

     7.8  Amendments. These Bylaws may be altered, amended or repealed, or new
Bylaws may be adopted, by the affirmative vote of a majority of the full Board
of Directors at any regular meeting of the Board of Directors or at any special
meeting of the Board of Directors if notice of the proposed alteration,
amendment, repeal or adoption be contained in the notice of such special
meeting; provided, however, that no change of the time or place for the election
of Directors shall be made within sixty (60) days next before the day on which
such election is to be held, and that in case of any change of such time or
place, notice thereof shall be given to each shareholder in person or by letter
mailed to his last known post office address at least twenty (20) days before
the election is held.

     7.9  Table of Contents; Headings. The Table of Contents and headings used
in these Bylaws have been inserted for convenience only and do not constitute
matters to be construed in interpretation.

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                           CERTIFICATE BY SECRETARY
                           ------------------------

     The undersigned, being the secretary of the Corporation, hereby certifies
that the foregoing code of Bylaws was duly adopted by the initial Directors of
the Corporation effective on April ___, 2000.

     IN WITNESS WHEREOF, I have signed this certification as of the ____ day of
April, 2000.




                                          --------------------------------------
                                          Theodore Babcock, Secretary