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                                                                   EXHIBIT 3(II)

                               NEW COMPANY BYLAWS
                                       OF
                        AMERIVISION COMMUNICATIONS, INC.
                            (AN OKLAHOMA CORPORATION)



                               ARTICLE 1 - OFFICES

1.1      BUSINESS OFFICES. AMERIVISION COMMUNICATIONS, INC. (herein the
         "Corporation"), may have such offices, either within or without the
         State of Oklahoma, as the Board of Directors may designate from time to
         time.

1.2      REGISTERED OFFICE. The Corporation shall maintain a registered office
         in the State of Oklahoma, which may be changed from time to time by the
         Board of Directors.

                            ARTICLE 2 - SHAREHOLDERS

2.1      PLACE AND TIME OF MEETINGS. The Board of Directors shall designate the
         place and time of any annual meeting or special meeting of the
         shareholders. The place so designated may be either within or without
         the State of Oklahoma, as the Board of Directors may choose.

2.2      ANNUAL MEETING. The annual meeting of shareholders of the Corporation
         shall be held subsequent to the end of each fiscal year of the
         Corporation, on such date and at such hour as the Board of Directors
         shall annually determine, but no later than the last day of the seventh
         calendar month. At such annual meeting, directors will be elected,
         reports of affairs of the Corporation will be considered and any other
         business may be transacted which is within the powers of the
         shareholders to transact and which may be properly brought before the
         meeting.

2.3      SPECIAL MEETINGS. Special meetings of the shareholders may be called by
         the Board of Directors, the Chairman of the Board of Directors, the
         Chief Executive Officer of the Corporation, or by a notice signed by
         the shareholders of record who hold, in the aggregate, not less than
         twenty-five percent (25%) of the issued and outstanding voting shares
         of the Corporation. No business shall be transacted at any special
         meeting unless such business is stated in the notice of the meeting as
         one of the purposes of that special meeting.

2.4      FIXING RECORD DATE. In order to determine the shareholders entitled to
         notice of or to vote at any meeting of shareholders or any adjournment
         thereof, or to express consent to corporate action in writing without a
         meeting, or to receive payment of any dividend or other distribution or
         allotment of shareholders' rights, or to exercise any rights in respect
         of any change, conversion or exchange of stock or for the purpose of
         any other lawful action, the Board of Directors may fix a date, which
         date shall not be more than sixty (60) days, nor less than ten (10)
         days, before the date of such meeting, nor more than sixty (60) days
         prior to any other action. In such case, only such shareholders of
         record on the date so fixed will be entitled to such rights
         notwithstanding any transfer of shares of the Corporation after such
         record date, and the Corporation shall not be bound to recognize any
         equitable or other claim or other interest




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         in such shares on the part of any other person, whether or not the
         Corporation shall have express or other notice thereof. All notice and
         record periods established herein shall be adjusted where required to
         conform to any prescribed periods now or hereafter provided by the
         Oklahoma General Corporation Act.

2.5      NOTICE OF MEETING. Notice of the meeting, stating the location, date
         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 furnished
         in writing no fewer than thirty (30) calendar days nor more than sixty
         (60) calendar days before the date of the meeting, by or at the
         direction of the Board of Directors, Chairman of the Board of
         Directors, Chief Executive Officer or other persons calling the
         meeting, to each shareholder of record entitled to vote at such
         meeting. Such notice shall be furnished by means of the United States
         Postal Service and shall be deemed delivered when deposited with that
         Service, addressed to the shareholder at his, her or its address as
         appearing on the stock transfer records of the Corporation, with
         postage thereon prepaid.

2.6      SHAREHOLDER QUORUM AND ACTION. One-half (1/2) of the shares entitled to
         vote, represented in person or by proxy, shall constitute a quorum at a
         meeting of shareholders. The shareholders present at a duly noticed and
         convened meeting may continue to transact business and vote upon issues
         presented to them thereat until adjournment, notwithstanding the
         withdrawal from the meeting of the holders of enough shares to leave
         less than a quorum present. If a quorum is present at the onset of the
         meeting, the affirmative vote of a majority of the shares represented
         at the meeting at the time any vote is taken, which are entitled to
         vote on the subject matter, shall be the act of the shareholders unless
         otherwise provided by law or these Bylaws.

2.7      VOTING. Each outstanding share entitled to vote shall be entitled to
         one vote upon each matter submitted to a vote at a meeting of
         shareholders.

2.8      PROXIES. Every shareholder entitled to vote at a meeting of
         shareholders, or to express consent to or dissent from corporate action
         in writing without a meeting, may authorize any other person(s) to act
         for him, her or it by proxy. No such proxy shall be voted or acted upon
         more than eleven (11) months after its date of execution unless the
         proxy expressly provides that its effectiveness shall be for a longer
         period. A duly executed proxy shall be irrevocable only if it states
         that it is irrevocable and if, and only as long as, it is coupled with
         an interest sufficient in law to support an irrevocable power. A proxy
         may be made irrevocable even if the interest with which it is coupled
         is an interest in the stock itself.

2.9      ORGANIZATION. Meetings of the shareholders shall be presided over in
         the following order of priority: by the Chairman of the Board of
         Directors, if any; the Vice Chairman of the Board, if any; the Chief
         Executive Officer; the President; any Vice President or in the absence
         of all of the foregoing, by a chairman to be chosen by a majority of
         the shareholders entitled to vote at the meeting who are present in
         person or by proxy. The Secretary, an Assistant Secretary, or in their
         absence, any person appointed by the chairman of the meeting, shall act
         as secretary of the meeting.

2.10     SHAREHOLDER LIST. Beginning at least ten (10) [BUSINESS] days before
         every shareholder meeting and continuing through its final adjournment,
         a list of the shareholders entitled to vote at the meeting, the
         Shareholder List shall be on file at the principal office of the
         Corporation and at a place identified in the meeting notice as the city
         where the meeting will be held, and shall be available for inspection
         by any shareholder entitled to vote at the meeting.



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2.11     NOTICE OF ADJOURNED MEETING. When a meeting is adjourned to another
         date, time or location, it shall not be necessary to give any notice of
         the adjourned meeting if the time and place to which the meeting is
         adjourned are announced at the meeting at which the adjournment is
         taken. If the adjournment is for more than thirty (30) days, or if,
         after the adjournment, a new record date is fixed for the adjourned
         meeting, a notice of the adjourned meeting shall then be given to each
         shareholder of record entitled to vote at the meeting. At an adjourned
         meeting, any business may be transacted that might have been transacted
         on the original date of the meeting.

                              ARTICLE 3 - DIRECTORS

3.1      POWERS. Except as otherwise provided by law or by the Corporation's
         Certificate of Incorporation, all corporate powers shall be exercised
         by or under the authority of, and the property, business and affairs of
         the Corporation shall be managed under the direction of, the Board of
         Directors.

3.2      NUMBER; TERM OF OFFICE. The Board of Directors will be composed of nine
         directors, each serving a one year term. Nominees for board positions
         may be proposed from the floor at any meeting electing the Board of
         Directors.

3.3      REMOVAL. A director may be removed from office upon the affirmative
         vote of (a) a two-thirds (2/3) majority of the entire Board of
         Directors, with the director considered for removal not being
         considered a member for purposes of determining such vote, or (b) the
         holders of not less than a majority of the total voting power of all
         outstanding securities of the Corporation then entitled to vote
         generally in the election of directors, voting together as a single
         class at an annual meeting of shareholders or at any special meeting
         thereof expressly called to consider such a removal; provided that at
         any time the Board of Directors is divided



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         into classes such that its members are elected to staggered terms of
         office, the shareholder vote needed to effect removal shall be
         increased to a two-thirds (2/3) majority vote.

3.3      VACANCIES. Vacancies on the Board of Directors resulting from death,
         resignation, removal or otherwise and newly created directorships
         resulting from any increase in the number of directors may be filled by
         the affirmative vote of a majority of all remaining directors or by the
         affirmative vote of the holders of a majority of the issued and
         outstanding shares of the Corporation's voting stock. Each director so
         elected shall hold office for a term that shall coincide with the term
         of the class, if any, to which such director shall have been elected,
         and if the director is elected to a newly created directorship the body
         effecting the election shall also designate the class, if any, to which
         the new director is to be deemed to belong. If there are no directors
         in office, then an election of directors may be held in accordance with
         Oklahoma law.

3.5      RESIGNATION. Any director of the Corporation may resign at any time
         upon written notice to the Corporation. Such resignation shall take
         effect at the time specified therefor, and unless otherwise specified
         with respect thereto, the acceptance of such resignation shall not be
         necessary to make it effective.

3.6      COMPENSATION OF DIRECTORS. The Board of Directors may (but is not
         required to) pay each director a stated compensation or fixed sum for
         attendance at meetings of the Board of Directors or any committee
         thereof, may issue to directors shares of the Corporation's capital
         stock in exchange for Board of Directors service (whether past or
         future), or grant stock options therefor, and may reimburse each
         director for his or her expenses of attendance at each such meeting.
         The Board of Directors may also pay to each Director rendering services
         to the Corporation not ordinarily rendered by directors, as such,
         special compensation appropriate to the value of such services, as
         determined by the Board of Directors from time to time. Subject to
         compliance with Section 3.13 of these Bylaws, none of these payments
         shall preclude any director from serving the Corporation in any other
         capacity and receiving compensation therefor. The Board of Directors
         may determine the compensation of a director who is also an officer,
         for service as an officer, as well as for service as a director.

3.7      REGULAR MEETINGS. An annual meeting of the Board of Directors for the
         purpose of electing officers of the Corporation and the transaction of
         any other business coming before such meeting will be held within a
         reasonable time following the adjournment of the annual shareholders'
         meeting, and no notice of such meeting will be necessary. Other regular
         meetings of the Board of Directors may be held on such dates and at
         such times and places as may be from time to time determined by the
         Board of Directors.

3.8      SPECIAL MEETINGS. Special meetings of the Board of Directors shall be
         held whenever called and noticed by the Chairman, the Chief Executive
         Officer, or any three (3) directors. The person(s) authorized to call
         special meetings of the Board of Directors may fix any location, either
         within or without the State of Oklahoma, and any date and time of day,
         as the location, date and time for holding any special meeting of the
         Board of Directors called by him, her or them.

3.9      NOTICE OF MEETINGS. Notice (other than the annual meeting of the Board
         of Directors, as identified in Section 3.7 above) to a director of a
         call for any meeting of the Board of Directors may be given in writing
         by mailing the same to the residence or location of business of the
         director, as reflected in the Corporation's records, so that the
         director receives such notice not less than ninety-six (96) hours
         before the scheduled time for commencement of the meeting.
         Alternatively, such notice



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         may be given by (a) sending the same to his or her residence or place
         of business by courier service, (b) transmitting the same to such
         location by facsimile transmission, (c) delivering the same personally,
         (d) physically leaving the same for such director at his or her
         residence or place of business, or (e) giving the same to him or her by
         telephone, in any event no later than ninety-six (96) hours before the
         scheduled initiation of such meeting. Each such notice shall be deemed
         delivered upon the earlier to occur of (i) actual receipt by the
         director, as determined by whatever evidence is available and
         reasonably satisfactory to the Board of Directors; (ii) if delivered by
         courier service, on such date and time as the records of the courier
         service shall indicate delivery to have been made; and (iii) if faxed,
         when the sender is in receipt of a written confirmation that the
         transmission has been satisfactorily completed. Except as otherwise
         provided in the Bylaws, or as may be indicated in the notice thereof,
         any and all business may be transacted at any special meeting.

                  When a meeting of the Board of Directors is adjourned to
         another date, time and/or location, no notice of the adjourned meeting
         need be given if such information is announced at the meeting at which
         the adjournment is taken.

3.10     ACTION WITHOUT A MEETING. Any action required or permitted to be taken
         by the Board of Directors at a meeting may be taken without a meeting
         if a consent in writing, setting forth the action so taken, shall be
         signed by all of the directors and filed in the minutes of the
         proceedings of the Board of Directors.

3.11     QUORUM AND ACTION. A majority of the total number of directors then in
         office shall constitute a quorum for the transaction of business at any
         meeting of the Board of Directors, but if less than such majority is
         present at the meeting, a majority of the directors present may adjourn
         the meeting from time to time until a quorum shall have been obtained.
         Directors shall be deemed present at a meeting of the Board of
         Directors if a conference telephone, or similar communications
         equipment by means of which all persons participating in the meeting
         can hear each other, is used. The affirmative vote of the majority of
         the directors present at a meeting at which a quorum is present shall
         be the act of the Board of Directors. A director of the corporation
         who is present at a meeting of its Board of Directors at which action
         on any corporate matter is taken shall be presumed to have assented to
         the action taken unless he or she votes against such action or abstains
         from voting in respect thereto because of an asserted conflict of
         interest.

3.12     ELECTION OF DIRECTORS. At the annual meeting of shareholders, directors
         shall be elected by a plurality of the votes cast by the holders of
         shares represented at the meeting, whether in person or by proxy, and
         entitled to vote for such election, with the number of individual
         nominees coinciding with the number of vacant director positions who
         receive the highest number of such votes cast being deemed elected to
         such offices. If the election of directors is not held on the date
         designated by the Board of Directors for any annual meeting of
         shareholders, or at any adjournment thereof, the Board of Directors may
         cause the election to be held at a special meeting of shareholders
         specifically called for that purpose.

3.13     INTERESTED DIRECTORS. No contract or other transaction between the
         Corporation and one or more of its directors or officers, or between
         the Corporation and any other corporation, partnership, association, or
         other organization in which one or more of its directors or officers
         are directors or officers or have a financial interest, shall be void
         or voidable solely for this reason, or solely because such director or
         officer is present at or participates in the meeting of the Board of
         Directors, which authorizes, approves



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         or ratifies such contract or transaction or solely because his, her or
         their votes are counted for such purpose, if:

         (a)      The material facts as to such relationship or interest and as
                  to the contract or transaction are disclosed or known to the
                  Board of Directors, and the Board of Directors in good faith
                  authorizes the contract or transaction by the affirmative
                  votes of a majority of the disinterested directors; or

         (b)      The material facts as to his or her relationship or interest
                  and as to the contract or transaction are disclosed or known
                  to the shareholders entitled to vote thereon, and the contract
                  or transaction is specifically approved in good faith by vote
                  of the shareholders; or

         (c)      The contract or transaction is fair to the Corporation as of
                  the time it is authorized, approved, or ratified by the Board
                  of Directors, or the shareholders.

         Each interested director may be counted in determining the presence of
         a quorum at a meeting of the Board of Directors which authorizes,
         approves or ratifies such contract or transaction.

3.14     WAIVER OF NOTICE. A director may waive the requirement of notice of a
         special meeting of the Board of Directors by signing a waiver of notice
         whether before or after the meeting. The attendance of a director at a
         meeting shall constitute a waiver of notice of such meeting and a
         waiver of any and all objections to the place or time of such meeting
         or the manner in which it has been called or convened, except when the
         director states, at the beginning of the meeting, any objection to the
         transaction of business because the meeting is not lawfully called or
         convened. Neither the business to be transacted at, nor the purpose of,
         any regular or special meeting of the Board of Directors need be
         specified in the notice or waiver of notice of such meeting.

3.15     AUDIT COMMITTEE. The Board of Directors shall designate from among its
         members an Audit Committee. To the extent possible, a majority of the
         directors so designated as members of the Audit Committee shall be
         non-employee, non-officer directors. The Audit Committee shall meet at
         least annually, as soon as is practical after the close of the previous
         fiscal year, to review the financial results of the Corporation for the
         year then ended, and to make such inquiries into such results, and the
         underlying accounts and records, as the Audit Committee may, in its
         sole discretion, deem reasonable. The Audit Committee shall be
         responsible for reviewing the independence of and recommending the
         engagement of an independent auditing firm, as well as for review of
         all items brought to its attention by the independent auditing firm
         including, among others, (a) disagreements between auditors and
         management, (b) irregularities and illegal acts, including fraud, and
         (c) material weaknesses in internal controls.

3.16     OTHER COMMITTEES. The Board of Directors, by resolution adopted by a
         majority of the full Board of Directors, may designate from among its
         members one or more other committees (expressly including executive and
         compensation committees), to consist of two (2) or more directors of
         the Corporation, and such Committee shall only have the powers and
         duties as delegated to the committee by the Board of Directors. The
         Board of Directors shall have power at any time to fill vacancies in,
         change the membership of, designate one or more directors as alternate
         members of, or discharge any such committee. In the absence or
         disqualification of a member of a committee, the Board of Directors by
         a majority vote, may appoint another member from the Board of Directors
         to act at the meeting in place of any such absent or disqualified
         member.



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3.17     CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of
         Directors shall be elected by the directors in its organizational
         action and thereafter at the regular meeting of the Board of Directors
         following the annual election of directors. The chairman shall hold
         office until the regular meeting of the Board of Directors following
         the annual election of directors in the next subsequent year and until
         his or her successor shall have been duly elected and shall have
         qualified, or until his or her earlier resignation, removal from
         office, or both. The Chairman shall preside, when available, at all
         meetings of the shareholders and the Board of Directors. He or she
         shall have the specific powers conferred by these Bylaws, and he or she
         shall also have and may exercise such further powers and duties as from
         time to time may be conferred upon or assigned to him or her by the
         Board of Directors.

                              ARTICLE 4 - OFFICERS

4.1      EXECUTIVE OFFICERS. The executive officers of the Corporation shall
         include a Chief Executive Officer, a President, a Secretary, a
         Treasurer and such other officers and assistant officers as may be
         deemed by the Board of Directors necessary or appropriate to the
         operation of the Corporation. Each executive officer shall be elected
         by the Board of Directors. Any two (2) or more offices herein
         designated may be held by the same individual.

4.2      ELECTION AND TERM OF OFFICE. The executive officers of the Corporation
         shall be elected at the regular meeting of the Board of Directors
         immediately following the annual election of directors. Each such
         officer shall hold office until the regular meeting of the Board of
         Directors immediately following the annual election of directors in the
         succeeding year and until his or her successor shall have been duly
         elected and shall have qualified, or until his or her earlier
         resignation, removal from office or death.

4.3      REMOVAL FROM OFFICE. Any executive officer may be removed from office
         by action of the Board of Directors taken with or without cause.

4.4      VACANCIES. A vacancy in any executive office may be filled by action of
         the Board of Directors, and its appointee shall hold office for the
         unexpired term or until his or her successor is elected and qualified.

4.5      CHIEF EXECUTIVE OFFICER. The Chief Executive Officer, in the absence of
         the Chairman of the Board of Directors, shall preside at meetings of
         the shareholders and of the Board of Directors. The Chief Executive
         Officer shall have general charge of the business of the Corporation
         and the power to formulate all plans and policies in connection
         therewith, subject to the control of the Board of Directors. He or she
         shall keep the Board of Directors fully informed and shall consult with
         the Board of Directors concerning the business of the Corporation. The
         Chief Executive Officer shall also have such additional powers and
         perform such additional duties as may, from time to time, be specified
         by the Board of Directors.

4.6      PRESIDENT. The President shall have general responsibility for the day
         to day management and direction of the business, properties and affairs
         of the Corporation. He or she shall have general executive powers,
         including all powers required by law to be exercised by a president of
         a profit seeking corporation, as well as the specific powers conferred
         by these Bylaws and by the Board of Directors. When the offices of the
         Chief Executive Officer and the President are occupied by different
         individuals, the President shall report to and be under the direct
         supervision and control of the Chief Executive Officer.



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3


4.7      VICE PRESIDENTS. Each Vice President shall be elected by the Board of
         Directors, and shall have general executive powers, as well as the
         specific powers conferred by the Board of Directors.

4.8      SECRETARY. The Secretary shall have such duties as may be incidental to
         the office, including but not limited to, (a) keeping the stock
         transfer books and other Corporation books and records, and (b)
         transferring stock certificates as required by the transactions of the
         Corporation and its shareholders, or as may be properly assigned by the
         Board of Directors, and shall perform such other duties as may be
         required by the Oklahoma law.

4.9      TREASURER. The Treasurer shall (a) have charge and custody of, and be
         responsible for, all funds and securities of the Corporation, (b)
         receive and give receipts for monies due and payable to the Corporation
         from any source whatsoever, and deposit all such monies in the name of
         the Corporation in such banks, trust companies, or other depositories
         as the Board of Directors may direct or authorize, (c) disburse the
         funds of the Corporation in payment of the Corporation's debts as
         requested by the Chief Executive Officer and the Board of Directors,
         (d) see that proper vouchers are taken for such disbursements, (e)
         render to the president and the Board of Directors, from time to time
         as requested, an account of all such transactions and of the financial
         condition of the Corporation, (f) perform all duties incident to the
         office or which are properly requested by the Chairman and the Board of
         Directors, and (g) in general, perform all of the duties as from time
         to time may be assigned to him or her by the Chief Executive Officer or
         the Board of Directors. If required by the Board of Directors, the
         Treasurer shall give a bond for the faithful discharge of his or her
         duties in such sum, and with such surety or sureties, as the Board of
         Directors shall determine.

4.10     SALARIES. No officer shall be prevented from receiving a salary by
         reason of the fact that he or she is also a director of the
         Corporation, providing such salary has been approved by the Board of
         Directors.

4.11     DELEGATION OF DUTIES. In the event of the absence or disability of any
         officer or for any other reason that the Board of Directors deems
         sufficient, the Board of Directors may delegate the powers or duties of
         an officer to any other officer or to any director.

             ARTICLE 5 - CERTIFICATES FOR SHARES AND THEIR TRANSFER

5.1      CERTIFICATES FOR SHARES. Certificates representing shares of the
         Corporation shall be in such form as shall be determined by the Board
         of Directors. Every holder of stock in the Corporation shall be
         entitled to have a certificate signed by the President and by the
         Secretary, certifying the number of shares owned by him, her, or it in
         the Corporation. Each certificate shall be consecutively numbered or
         otherwise identified. The name and address of the person to whom the
         shares represented thereby are issued, with the number of shares and
         date of issue, shall be entered on the stock transfer books of the
         Corporation. No certificate shall be issued for any share until such
         share is fully paid. In case any officer, transfer agent, or registrar
         who has signed, or whose facsimile signature has been placed upon, a
         certificate shall have ceased to be such officer, transfer agent, or
         registrar before such certificate is issued, it may be issued by the
         Corporation with the same effect as if he or she were such officer,
         transfer agent, or registrar at the date of issue.

5.2      TRANSFER. The Secretary will transfer shares on the books of the
         Corporation on the surrender of the duly endorsed certificate or
         certificates representing the transferred shares upon the receipt of
         and evidence of compliance with any law or agreement restricting
         transfer by which the shareholder is



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         bound. The form and substance of the endorsement shall be satisfactory
         to the Corporation. Surrendered certificates will be canceled and new
         certificates issued to the shareholder entitled thereto. The person in
         whose name shares stand on the books of the Corporation shall be deemed
         by the Corporation to be the owner thereof for all purposes, and the
         Corporation shall not be bound to recognize an equitable or other claim
         to, or interest in, such share on the part of any other person whether
         or not it shall have express or other notice thereof, except as
         expressly provided by the laws of the State of Oklahoma.

5.3      LOST, STOLEN, OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF NEW
         CERTIFICATES. Any shareholder claiming a share certificate to be lost,
         stolen or destroyed will make an affidavit of such fact and the Board
         of Directors may in their discretion require such shareholder to give
         the Corporation an indemnity bond in such sum as the Board of Directors
         determines against any claim that might be made on account of the loss
         of such certificate. A replacement certificate may be issued without
         advertising and without requiring indemnification when, in the judgment
         of the Board, it is proper to do so.

5.4      ISSUE AND CONSIDERATION FOR SHARES. The adequacy of the consideration
         for the issuance of shares shall be determined by the Board of
         Directors, and that determination shall be conclusive as to issues of
         whether such shares are validly issued, fully paid and nonassessable.

5.5      TREASURY SHARES. Treasury and other shares not at the time issued and
         outstanding will not be voted at any meeting of the shareholders or
         counted in calculating any voting majority.

                          ARTICLE 6 - BOOKS AND RECORDS

6.1      BOOKS AND RECORDS. The Corporation shall keep correct and complete
         books and records of account, and shall keep minutes of the proceedings
         of its shareholders, Board of Directors and all Board committees. The
         Corporation shall also keep, at its principal place of business or with
         its duly authorized agent, a record of its shareholders, giving names
         and addresses of all shareholders and the number of shares held by
         each.

                           ARTICLE 7 - INDEMNIFICATION

7.1      AGAINST MATTERS BROUGHT OTHER THAN BY OR IN THE NAME OF THE
         CORPORATION. The Corporation shall have the power to indemnify any
         person who was or is party, or is threatened to be made a party, to any
         threatened, pending or completed action, suit or proceeding, whether
         civil, criminal, administrative or investigative (other than an action
         by, or in the right of, the Corporation) by reason of the fact that he
         or she 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 another corporation,
         partnership, joint venture, trust or other enterprise, against expenses
         (including attorneys'fees), judgements, fines and amounts paid in
         settlement actually and reasonably incurred by him or her in connection
         with such action, suit or proceeding, if he or she acted in good faith
         and in a manner which he or she reasonably believed to be in, or not
         opposed to, the best interests of the Corporation and, with respect to
         any criminal action or proceeding, had no reasonable cause to believe
         that his or her conduct was unlawful. The termination of any action,
         suit, or proceeding by judgement, order, settlement, conviction or upon
         a plea of nolo contendere or its equivalent, shall not, of itself,
         create a presumption that the person did not act in good faith and in a
         manner which he or she



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         reasonably believed to be in, or not opposed to, the best interests of
         the Corporation and, with respect to any criminal action or proceeding,
         had reasonable cause to believe that his or her conduct was unlawful.

7.2      AGAINST MATTERS BROUGHT BY OR IN THE NAME OF THE CORPORATION. The
         Corporation shall have the power to indemnify any person who was or is
         a party, or is threatened to be made a party, to any threatened,
         pending or completed action, suit or proceeding by, or in the name or
         right of, the Corporation to procure a judgement in the Corporation's
         favor, by reason of the fact that he or she 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 another corporation, partnership, joint venture, trust or
         other enterprise, against expenses (including attorneys' fees) actually
         and reasonably incurred by him or her in connection with the defense or
         settlement of such action, suit or proceeding, if such person acted in
         good faith and in a manner which he or she reasonably believed to be
         in, and not opposed to, the best interests of the Corporation, except
         that no indemnification shall be made in respect of any claim, issue or
         matter as to which such person shall have been adjudged to be liable to
         the Corporation unless, and only to the extent that, any court in which
         such action or suit shall have been properly brought, shall determine
         upon application that, despite the adjudication of liability, but in
         view of all of the circumstances of the case, such person is fairly and
         reasonably entitled to indemnity for such expenses as such court shall
         deem proper.

7.3      EXPENSES. To the extent that a director, officer, employee or agent of
         the Corporation has been successful on the merits or otherwise in
         defense of any action, suit or proceeding referenced to in Section 7.1
         or 7.2 of this Article, or in defense of any claim, issue or matter
         therein, he or she shall be indemnified against expenses (including
         attorneys' fees) actually and reasonably incurred by him or her in
         connection therewith.

7.4      STANDARD OF CONDUCT DETERMINATION. Any indemnification under Section
         7.1 or 7.2 of this Article (unless ordered by a court), shall be made
         by the Corporation only as authorized in the specific case upon a
         determination that indemnification of the director, officer, employee
         or agent is proper in the circumstances because he or she has met the
         applicable standard of conduct set forth in Section 7.1 or 7.2 of this
         Article. Such determination shall be made (a) by the the Board of
         Directors by a majority vote of a quorum consisting of Directors who
         were not party to such action, suit, or proceeding, or (b) if such a
         quorum is not obtainable or, even if obtainable, a quorum of
         disinterested Directors so directs, by independent legal counsel in a
         written opinion, or (c) by the shareholders.

7.5      ADVANCE PAYMENT OF EXPENSES. Expenses incurred by an officer or
         director in defending a civil or criminal action, suit, or proceeding
         may be paid by the Corporation, in its sole discretion, in advance of
         the final disposition of such action, suit, or proceeding upon receipt
         of an undertaking by, or on behalf of, such director or officer to
         repay such amount if it shall ultimately be determined that he or she
         is not entitled to be indemnified by the Corporation as authorized in
         this section. Such expenses incurred by other employees and agents may
         be paid upon such terms and conditions, if any, as the Board of
         Directors deems appropriate.

7.6      NON-EXCLUSIVE PROVISIONS. The indemnification and advancement of
         expenses provided by or granted pursuant to the foregoing sections are
         not exclusive of any other rights to which those seeking
         indemnification or advancement of expenses


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         may be entitled under any Bylaw, agreement, vote of shareholders or
         disinterested directors, or otherwise, both as to action in their
         official capacity, and as to action in any other capacity while holding
         such office.

7.7      CONTINUING RIGHT OF INDEMNIFICATION. Indemnification and advancement of
         expenses as provided by, or granted pursuant to, this Article shall
         continue, unless otherwise provided when authorized or ratified, as to
         a person who has ceased to be a director, officer, employee, or agent,
         and shall inure to the benefit of the heirs, executors, and
         administrators of such a person.

7.8      INSURANCE. 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 another corporation, partnership, joint venture, trust, or
         other enterprise, against any liability asserted against him or her and
         incurred by him or her in any such capacity, or arising out of his or
         her status as such, whether or not the Corporation would have the power
         to indemnify him or her against such liability under the provisions of
         the Article.

                            ARTICLE 8 - MISCELLANEOUS

8.1      FISCAL YEAR. The fiscal year of the Corporation will be determined by
         the Board of Directors. In the event the Board of Directors shall fail
         to designate a fiscal year, the fiscal year of the Corporation shall be
         the calendar year.

8.2      DIVIDENDS. The Board of Directors may from time to time declare, and
         the Corporation may pay, dividends on its outstanding shares in the
         manner, and upon the terms and conditions, authorized by applicable
         law.

8.3      EXECUTION OF INSTRUMENTS. All bills, notes, checks, other instruments
         for the payment of money, agreements, indentures, mortgages, deeds,
         conveyances, transfers, certificates, declarations, receipts,
         discharges, releases, satisfactions, settlements, petitions, schedules,
         accounts, affidavits, bonds, undertakings, proxies and other
         instruments or documents may be signed, executed, acknowledged,
         verified, delivered or accepted on behalf of the Corporation by the
         Chief Executive Officer, the President, any Vice President, the
         Secretary, or the Treasurer. Any such instruments may also be signed,
         executed, acknowledged, verified, delivered or accepted on behalf of
         the Corporation in such other manner, and by such other officers,
         employees or agents of the Corporation as the Board of Directors may
         from time to time direct.

8.4      CORPORATION SEAL. The corporate seal shall have inscribed thereon the
         name of the Corporation and the words "Corporate Seal, Oklahoma" and
         such other design as the Board of Directors may designate. The failure
         of the Board of Directors to designate or the absence of the impression
         of the corporate seal from any document does not affect in any way the
         validity of such document or otherwise affect such document.

                             ARTICLE 9 - AMENDMENTS

         9.1 AMENDMENTS. These Bylaws may be amended, altered, changed or
         repealed by the Corporation's shareholders at any annual or at any
         special meeting of the shareholders if notice of the proposed amendment
         is contained in the notice of the meeting.



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Dated this         day of                 , 2002.
           -------        ----------------


                                                --------------------------------
                                                                       Secretary






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