<PAGE>

EXHIBIT 3 (b)






                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                             INTERPHASE CORPORATION

                              (A TEXAS CORPORATION)


<PAGE>

                  TABLE OF CONTENTS FOR INTERPHASE CORPORATION

                                                                            Page
                                                                            ----
     ARTICLE I

OFFICES

Section 1.  Principal Office . . . . . . . . . . . . . . . . . . . . . . . .   1
Section 2.  Other Offices. . . . . . . . . . . . . . . . . . . . . . . . . .   1

     ARTICLE II

SHAREHOLDERS

Section 1.  Time and Place of Meetings . . . . . . . . . . . . . . . . . . .   1
Section 2.  Annual Meetings. . . . . . . . . . . . . . . . . . . . . . . . .   1
Section 3.  Special Meetings . . . . . . . . . . . . . . . . . . . . . . . .   1
Section 4.  Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Section 5.  Closing of Transfer Books and Fixing Record Date.                  2
Section 6.  List of Shareholders . . . . . . . . . . . . . . . . . . . . . .   2
Section 7.  Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
Section 8.  Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
Section 9.  Action by Unanimous Consent. . . . . . . . . . . . . . . . . . .   3

     ARTICLE III

DIRECTORS

Section 1.  Number of Directors. . . . . . . . . . . . . . . . . . . . . . .   4
Section 2.  Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
Section 3.  General Powers . . . . . . . . . . . . . . . . . . . . . . . . .   4
Section 4.  Place of Meetings. . . . . . . . . . . . . . . . . . . . . . . .   4
Section 5.  Annual Meetings. . . . . . . . . . . . . . . . . . . . . . . . .   5
Section 6.  Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . .   5
Section 7.  Special Meetings . . . . . . . . . . . . . . . . . . . . . . . .   5
Section 8.  Quorum and Voting. . . . . . . . . . . . . . . . . . . . . . . .   5
Section 9.  Committees . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
Section 10. Compensation of Directors. . . . . . . . . . . . . . . . . . . .   6
Section 11. Action by Unanimous Consent. . . . . . . . . . . . . . . . . . .   6
Section 12. Presence at Meetings by Means of
            Communication Equipment. . . . . . . . . . . . . . . . . . . . .   6

     ARTICLE IV

NOTICES

Section 1.  Form of Notice . . . . . . . . . . . . . . . . . . . . . . . . .   7
Section 2.  Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7


                                       -i-

<PAGE>

     ARTICLE V

OFFICERS

Section 1.  General. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
Section 2.  Election . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
Section 3.  Chairman of the Board. . . . . . . . . . . . . . . . . . . . . .   8
Section 4.  Vice Chairman of the Board . . . . . . . . . . . . . . . . . . .   8
Section 5.  Chief Executive Officer. . . . . . . . . . . . . . . . . . . . .   8
Section 6.  President. . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
Section 7.  Vice Presidents. . . . . . . . . . . . . . . . . . . . . . . . .   9
Section 8.  Assistant Vice Presidents. . . . . . . . . . . . . . . . . . . .   9
Section 9.  Secretary. . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
Section 10. Assistant Secretaries. . . . . . . . . . . . . . . . . . . . . .   9
Section 11. Treasurer. . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
Section 12. Assistant Treasurers . . . . . . . . . . . . . . . . . . . . . .  10
Section 13. Controller . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
Section 14. Bonding. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

     ARTICLE VI

CERTIFICATES REPRESENTING SHARES

Section 1.  Form of Certificates . . . . . . . . . . . . . . . . . . . . . .  11
Section 2.  Lost Certificates. . . . . . . . . . . . . . . . . . . . . . . .  12
Section 3.  Transfer of Shares . . . . . . . . . . . . . . . . . . . . . . .  12
Section 4.  Registered Shareholders. . . . . . . . . . . . . . . . . . . . .  12

     ARTICLE VII

INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

     ARTICLE VIII

GENERAL PROVISIONS

Section 1.  Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
Section 2.  Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
Section 3.  Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . .  14
Section 4.  Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
Section 5.  Resignation. . . . . . . . . . . . . . . . . . . . . . . . . . .  15

     ARTICLE IX

AMENDMENTS TO BYLAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

                                       -ii-

<PAGE>

                              AMENDED AND RESTATED

                                    BYLAWS

                             INTERPHASE CORPORATION


                                    ARTICLE I

                                     OFFICES

     SECTION 1.  PRINCIPAL OFFICE.  The principal office of the Corporation
shall be in Dallas, Texas, or such other location as the Board of Directors may
determine.

     SECTION 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

                                  SHAREHOLDERS

     SECTION 1.  TIME AND PLACE OF MEETINGS.  Meetings of the shareholders shall
be held at such time and at such place, within or without the State of Texas, as
shall be determined by the Board of Directors.

     SECTION 2.  ANNUAL MEETINGS.  Commencing in 1978, an annual meeting of
shareholders shall be held on the last Tuesday of the last month of each fiscal
year, if not a legal holiday, and if a legal holiday, then on the next secular
day following, at 10:00 A.M., at which they shall elect a Board of Directors and
transact such other business as may properly be brought before the meeting.  The
date of the annual meeting of the shareholders may be held on a date different
than that given above if the Board so determines, and so states in the notice of
the meeting or in a duly executed waiver thereof.

     SECTION 3.  SPECIAL MEETINGS.  Special meetings of the shareholders may be
called at any time by the Chief Executive Officer or the Board of Directors, and
shall be called by the Chief Executive Officer or the Secretary at the request
in writing of the holders of not less than ten percent (10%) of the voting power
represented by all the shares issued, outstanding and entitled to be voted at
the meeting.  Such request shall state the purpose or purposes of the proposed
meeting.  Business transacted at special meetings shall be confined to the
purposes stated in the notice of the meeting.

                                       -1-

<PAGE>

     SECTION 4.  NOTICE.  Written or printed notice stating the place, day and
hour of any shareholders' meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than 10 nor more than 50 days before the date of the meeting, either personally
or by mail, by or at the direction of the Chief Executive Officer, the Secretary
or the Officer or person calling the meeting, to each shareholder of record
entitled to vote at such meeting.  If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, postage prepaid, addressed
to the shareholder at his address as it appears on the stock transfer books of
the Corporation.

     SECTION 5.  CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE.  For the
purpose of the determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the Corporation may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, 50 days.  If the stock transfer books shall be closed for
the purpose of determining shareholders, such books shall be closed for at least
ten days immediately preceding such meeting.  In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than 50 days and, in the case of a meeting of shareholders, not less than
ten days prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders.  When a determination of share-holders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof except
where the determination has been made through the closing of stock transfer
books and the stated period of closing has expired.

     SECTION 6.  LIST OF SHAREHOLDERS.  The officer or agent of the Corporation
having charge of the stock transfer books for shares of the Corporation shall
make, at least ten days before each meeting of the shareholders, a complete list
of the shareholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of voting

                                       -2-

<PAGE>

shares held by each, which list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any shareholder at any time during the usual business
hours.  Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any shareholder during the
whole time of the meeting.  The original stock transfer books shall be prima
facie evidence as to who are the shareholders entitled to examine such list or
transfer books or to vote at any meeting of shareholders.

     SECTION 7.  QUORUM.  The holders of shares having a majority of the voting
power represented by all issued and outstanding shares entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the shareholders for the transaction of business except as otherwise
provided by the Articles of Incorporation or by the Texas Business Corporation
Act (herein called the "Act").  If, however, such quorum shall not be present or
represented at any meeting of the shareholders, the shareholders entitled to
vote, present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented.  At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.  Once a quorum is constituted, the shareholders present or represented
by proxy at a meeting may continue to transact business until adjournment,
notwithstanding the subsequent withdrawal therefrom of such number of
shareholders as to leave less than a quorum.

     SECTION 8.  VOTING.  When a quorum is present at any meeting, the vote of
the holders of shares having a majority of the voting power, present or
represented by proxy at such meeting and entitled to vote, shall decide any
question brought before such meeting and shall be the act of the shareholders'
meeting, unless the vote of a greater number is required by the Act, the
Articles of Incorporation or these Bylaws, a different vote is required, in
which case such express provision shall govern and control the decision of such
question.  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.

     SECTION 9.  ACTION BY UNANIMOUS CONSENT.  Any action required to be taken
at a meeting of the shareholders may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.

                                       -3-

<PAGE>

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1.  NUMBER OF DIRECTORS.  The number of directors of the
Corporation shall be fixed from time to time by resolution of the Board of
Directors, but in no case shall the number of directors be less than one nor
more than ten.  Until otherwise fixed by resolution of the Board of Directors,
the number of directors shall be the number stated in the Articles of
Incorporation of the Corporation.  No decrease in the number of directors shall
have the effect of reducing the term of any incumbent director.  Directors shall
be elected at each annual meeting of the shareholders, except as provided in
Section 2 of this Article, and each director shall hold office until the annul
meeting of shareholders following his election or until his successor is elected
and qualified.  Directors need not be residents of the State of Texas or
shareholders of the Corporation.

     SECTION 2.  VACANCIES.  Subject to other provisions of this Section 2, any
vacancy occurring in the Board of Directors may be filled by the affirmative
vote of a majority of the remaining directors, though the remaining directors
may constitute less than a quorum of the Board of Directors as fixed by Section
8 of this Article.  A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office.  Any directorship to be filled
by reason of an increase in the number of directors may be filled by the
affirmative vote of a majority of the remaining directors or by the election at
any annual or special meeting of shareholders for that purpose. Shareholders
holding shares having a majority of the voting power represented by all issued
and outstanding shares may, at any time and with or without cause, terminate the
term of office of all or any of the directors by a vote at any annual or special
meeting called for that purpose.  Such removal shall be effective immediately
upon such shareholder action even if successors are not elected simultaneously,
and the vacancies on the Board of Directors caused by such action shall be
filled only by election by the shareholders.

     SECTION 3.  GENERAL POWERS.  The business and affairs of the Corporation
shall be managed by its Board of Directors, which may exercise all of the powers
of the Corporation and do all such lawful acts and things, as are not by the
Act, the Articles of Incorporation or these Bylaws directed or required to be
exercised or done by the shareholders.

     SECTION 4.  PLACE OF MEETINGS.  The Board of Directors of the Corporation
may hold meetings, both regular and special, either within or without the State
of Texas.

                                       -4-

<PAGE>

     SECTION 5.  ANNUAL MEETINGS.  The first meeting of each newly elected Board
of Directors shall be held, without further notice, immediately following the
annual meeting of shareholders at the same place, unless by the majority vote or
unanimous consent of the directors then elected and serving, such time or place
shall be changed.

     SECTION 6.  REGULAR MEETINGS.  Regular meetings of the Board of Directors
may be held with or without notice at such time and place as the Board of
Directors may determine by resolution.

     SECTION 7.  SPECIAL MEETINGS.  Special meetings of the Board of Directors
may be called by or at the request of the Chief Executive Officer and shall be
called by the Secretary on the written request of a majority of the incumbent
directors.  The person or persons authorized to call special meeting of the
Board of Directors may fix the place for holding any special meeting of the
Board of Directors called by them.  Notice of any special meeting shall be given
at least 24 hours previous thereto if given either personally (including written
notice delivered personally or telephone notice) or by telex, telecopy, telegram
or other means of immediate communication, and at least 72 hours previous
thereto if given by written notice mailed to each director at the address of his
business or residence.  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.  If mailed, the
notice shall be deemed to be delivered when deposited in the United States mail
addressed, in the above-specified manner, with postage thereon prepaid,  If
notice be given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegraph company.  Any director may waive
notice of any meeting, as provided in Article IV, Section 2 of these Bylaws.
The attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened.

     SECTION 8.  QUORUM AND VOTING.  At all meetings of the Board of Directors,
the presence of a majority of the number of directors fixed in the manner
provided in Article III, Section 1, of these Bylaws shall be necessary and
sufficient to constitute a quorum for the transaction of business, and the
affirmative vote of at least 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 the Act, the Articles of Incorporation
or these Bylaws.  If a quorum shall not be present at any meeting of directors,
a majority of the directors present thereat may adjourn the meeting from time to
time without notice


                                      -5-
<PAGE>

other than announcement at the meeting, until a quorum shall be present.

     SECTION 9.  COMMITTEES.  The Board of Directors may, by resolution adopted
by a majority of the whole Board of Directors, designate one or more committees,
each to consist of one or more directors, one of whom may be designated as
Chairman and as such shall preside at all meetings of such committees.  To the
extent provided in the resolution of the Board of Directors, the committees so
appointed 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 Board of Directors is required by the Act
(particularly Article 2.36 thereof) or by the Articles of Incorporation, but the
designation of such committees and the delegation thereto of authority shall not
operate to relive the Board of Directors, or any member thereof, of any
responsibility imposed upon it or him by law.  The committees shall keep regular
minutes of their proceedings and report the same to the Board of Directors when
required.  Any member of a committee may be removed, with or without cause, by
the affirmative vote of a majority of the whole Board of Directors.  If any
vacancy or vacancies occur in the committees, such vacancy or vacancies shall be
filled by the affirmative vote of a majority of the whole Board of Directors.

     SECTION 10.  COMPENSATION OF DIRECTORS.  Directors, as such, shall not
receive any stated salary for their services, but, by resolution of the Board of
Directors, a fixed sum and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board of Directors.
Nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.  Members of any committee may, by resolution of the Board of
Directors, be allowed like compensation for attending committee meetings.

     SECTION 11.  ACTION BY UNANIMOUS CONSENT.  Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if a written consent, setting forth the action so
taken, is signed by all the members of the Board of Directors or the committee,
as the case may be, and such written consent shall have the same force and
effect as a unanimous vote at a meeting.

     SECTION 12.  PRESENCE AT MEETINGS BY MEANS OF COMMUNICATION EQUIPMENT.
Members of the Board of Directors of the Corporation or any committee designated
by the Board of Directors, may participate in and hold a meeting of such board
or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each


                                      -6-
<PAGE>

other, and participation in a meeting pursuant to this Section 12 shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                                   ARTICLE IV

                                     NOTICES

     SECTION 1.  FORM OF NOTICE.  Whenever under the provisions of the Act, 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 exclusively, but any
such notice may be given in writing, by mail, postage prepaid, addressed to such
director or shareholder at such address as appears on the books of the
Corporation.  Any notice required or permitted to be given by mail shall be
deemed to be given at the time when the same be thus deposited, postage prepaid,
in the United States mail as aforesaid.

     SECTION 2.  WAIVER.  Whenever any notice is required to be given to any
director or shareholder of the Corporation under the provisions of the Act, 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 equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     SECTION 1.  GENERAL.  The elected officers of the Corporation shall be a
President, a Vice President, a Secretary and a Treasurer.  The Board of
Directors may also elect or appoint a Chairman of the Board, a Vice Chairman of
the Board, a Chief Executive Officer, additional Vice Presidents, one or more
Assistant Vice Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers, a Controller, and such other officers as may be deemed
necessary, all of whom shall also be officers unless otherwise provided in these
Bylaws.  Two or more offices may be held by the same person.

     SECTION 2.  ELECTION.  The Board of Directors shall elect the officers of
the Corporation at each annual meeting of the Board of Directors.  The Board of
Directors may appoint such other officers and agents as it shall deem necessary
and shall determine the salaries of all officers and agents from time to time.
The officers shall hold office until their successors are chosen and qualified.
No officer need be a member of the Board of Directors except the Chairman of the
Board, if one be elected.  Any officer elected or appointed by the Board of
Directors may be removed, with


                                      -7-
<PAGE>

or without cause, at any time by a majority vote of the whole Board.
Election or appointment of an officer or agent shall not of itself create
contract rights.

     SECTION 3.  CHAIRMAN OF THE BOARD.  The Chairman of the Board shall be a
member of the Board of Directors and shall preside when present at all meetings
of the Board of Directors and of the shareholders.  The Chairman of the Board
shall advise and counsel the Chief Executive Officer (when not serving in such
office) and the other officers of the Corporation, and shall exercise such
powers and perform such duties as shall be assigned to or required of him from
time to time by the Board of Directors.

     SECTION 4.  VICE CHAIRMAN OF THE BOARD.  If one be appointed, the Vice
Chairman of the Board shall be an honorary position bestowed upon an individual
who has in some way contributed to the success of the Corporation.  However, the
Vice Chairman of the Board shall not have any authority to act for or on behalf
of the Corporation other than as specifically directed by the Board of Directors
from time to time.  The Vice Chairman of the Board, if one be appointed, shall
be selected from the members of the Board of Directors.

     SECTION 5.  CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer of the
Corporation shall have, subject to the provisions of these Bylaws, general
supervision of the affairs of the Corporation and general and active control of
all its business.  He shall preside, in the absence of the Chairman of the
Board, at all meetings of shareholders and at all meetings of the Board of
Directors.  He shall see that all orders and resolutions of the Board of
Directors and the shareholders are carried into effect.  He shall have general
authority to execute bonds, deeds and contracts in the name of the Corporation
and affix the corporate seal thereto; to sign stock certificates; to remove the
President; and, in general, to exercise all the powers and authority usually
appertaining to the chief executive officer of a corporation, except as
otherwise provided in these Bylaws.  He shall, in the absence or disability of
the President, perform the duties and exercise the powers of the President.

     SECTION 6.  PRESIDENT.  The President shall be the Chief Operating Officer
of the Corporation, shall in the absence or disability of the Chief Executive
Officer perform the duties and exercise the powers of the Chief Executive
Officer, and shall have, subject to review and approval of the Chief Executive
Officer, responsibility for the general day-to-day operations of the
Corporation's personnel, properties and facilities.  The President shall have
the authority to cause the employment or appointment of such employees and
agents of the Corporation as the proper conduct


                                      -8-
<PAGE>

of operations may require, and to fix their compensation, subject to the
provisions of these Bylaws; and, to remove or suspend any employee or agent
who shall have been employed or appointed under his authority or under
authority of an officer subordinate to him.  The President shall attend all
meetings of the Board of Directors, but shall not be allowed to vote at such
meetings.

     SECTION 7.  VICE PRESIDENTS.  Each Vice President shall perform such duties
and have such powers as the Board of Directors, the Chief Executive Officer or
the Chief Operating Officer may from time to time prescribe.  The Vice President
in charge of finance, if one is so elected, shall also perform the duties and
assume the responsibilities described in Section 11 of this Article for the
Treasurer, and shall report directly to the Chief Executive Officer of the
Corporation.

     SECTION 8.  ASSISTANT VICE PRESIDENTS.  In the absence of a Vice President
or in the event of his inability or refusal to act, the Assistant Vice President
(or, if there be more than one, the Assistant Vice Presidents in the order
designated or of their election or in such other manner as the Board of
Directors shall determine) shall perform the duties and exercise the powers of
that Vice President, and shall perform such other duties and have such other
powers as the Board of Directors, the Chief Executive Officer, the Chief
Operating Officer or the Vice President under whose supervision he is appointed
may from time to time prescribe.

     SECTION 9.  SECRETARY.  The Secretary shall attend all meetings of the
Board of Directors and all meetings of the shareholders and record all the
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
Executive Committee or other standing committees when required.  He 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 the Chief Executive Officer, under
whose supervision he shall be.  He shall have custody of the corporate seal of
the Corporation and he, or an Assistant Secretary, shall have authority to affix
the same to any instrument requiring it, and when so affixed, it may be attested
by his signature or by the signature of such Assistant Secretary.  The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature.  The Secretary
shall keep and account for all books, documents, papers and records of the
Corporation except those for which some other officer or agent is properly
accountable.  He shall have authority to sign stock certificates and shall
generally perform all the duties usually appertaining to the office of the
secretary of a corporation.


                                      -9-
<PAGE>

     SECTION 10.  ASSISTANT SECRETARIES.  In the absence of the Secretary or in
the event of his inability or refusal to act, the Assistant Secretary (or, if
there be more than one, the Assistant Secretaries in the order determined by the
Board of Directors or if there be no such determination, then in the order of
their appointment) shall 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, the Chief Executive Officer or the Secretary may from time
to time prescribe.

     SECTION 11.  TREASURER.  The Treasurer (or the Vice President in charge of
finance, if one is so elected) shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
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.  He shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers or such disbursements, and shall render to the
Chief Executive Officer and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation.  If required by the
Board of Directors, he shall give the Corporation a bond (which shall be renewed
every six years) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration of the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.  The Treasurer shall be under the
supervision of the Vice President in charge of finance, if one is so designated,
and he shall perform such other duties as may be prescribed by the Board of
Directors, the Chief Executive Officer or any such Vice President in charge of
finance.

     SECTION 12.  ASSISTANT TREASURERS.  The Assistant Treasurer or Assistant
Treasurers shall assist the Treasurer, and in the absence of the Treasurer or in
the event of his inability or refusal to act, the Assistant Treasurer (or, if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors or, if there is no such determination, then in the
order of their appointment), shall 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, the Chief Executive Officer or the Treasurer may from
time to time prescribe.


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<PAGE>

     SECTION 13.  CONTROLLER.  If one be appointed, the Controller shall
maintain adequate records of all assets, liabilities and transactions of the
Corporation, shall see that adequate audits are currently and regularly made,
and shall, in conjunction with the Chief Executive Officer, the Vice President
in charge of finance, if one is so designated, and the Treasurer, initiate and
enforce measures and procedures whereby the business of the Corporation shall be
conducted with maximum safety, efficiency and economy.  The Controller shall be
under the supervision of the Chief Executive Officer and the Vice President in
charge of finance, if one is so designated, and he shall perform such other
duties as may be prescribed by the Board of Directors, the Chief Executive
Officer or any such Vice President in charge of finance.

     SECTION 14.  BONDING.  If required by the Board of Directors, all or
certain of the officers shall give the Corporation a bond, in such form, in such
sum and with such surety or sureties as shall be satisfactory to the Board, for
the faithful performance of the duties of their office and for the restoration
to the Corporation, in case of their death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in their possession or under their control belonging to the
Corporation.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     SECTION 1.  FORM OF CERTIFICATES.  The Corporation shall deliver
certificates representing all shares to which shareholders are entitled.
Certificates representing shares of the Corporation shall be in such form as
shall be approved and adopted by the Board of Directors and shall be numbered
consecutively and entered in the books of the Corporation as they are issued.
Each certificate shall state on the face thereof that the Corporation is
organized under the laws of the State of Texas, the name of the registered
holder, the number, class of shares, and the designation of the series, if
any, which said certificate represents, and either the par value of the
shares or a statement that the shares are without par value.  Each
certificate shall also set forth on the back thereof, a full or summary
statement of matters required by the Act or the Articles of Incorporation to
be described on certificates representing shares, and shall contain a
statement on the face thereof referring to the matters set forth on the back
thereof.  Certificates shall be signed by the Chairman of the Board,
President or any Vice President and the Secretary or any Assistant Secretary,
and may be sealed with the seal of the Corporation or a facsimile thereof.
If any certificate is countersigned by a transfer agent or registered by a
registrar, either of which is other than the Corporation or an employee of
the Corporation, the


                                      -11-
<PAGE>

signatures of the Corporation's officers may be facsimiles.  In case any
officer or officers who have signed, or whose facsimile signature or
signatures have been used on such certificate or certificates, shall cease to
be such officer or officers of the Corporation, whether because of death,
resignation or otherwise, before such certificate or certificates have been
delivered by the Corporation or its agents, such certificate or certificates
may nevertheless be issued and delivered as though the person or persons who
signed the certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or
officers of the Corporation.

     SECTION 2.  LOST CERTIFICATES.  The Corporation may direct that a new
certificate 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 the 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 the lost or destroyed certificate, or his
legal representative, to advertise the same in such manner as it shall require
and/or give the Corporation a bond in such form, in such sum, 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.

     SECTION 3.  TRANSFER OF SHARES.  Shares of stock shall be transferable only
on the books of the Corporation by the holder thereof in person or by his duly
authorized attorney.  Subject to any restrictions on transfer set forth in the
Articles of Incorporation of the Corporation, these Bylaws or any agreement
among shareholders to which this Corporation is a party or has notice, upon
surrender to the Corporation or to 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.

     SECTION 4.  REGISTERED SHAREHOLDERS.  The Corporation shall be entitled to
recognize the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

                                   ARTICLE VII


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<PAGE>
                                 INDEMNIFICATION

     The Corporation shall indemnify persons who are or were a director or
officer of the Corporation both in their capacities as directors and officers of
the Corporation and, if serving at the request of the Corporation as a director,
officer, trustee, employee, agent or similar functionary of another foreign or
domestic corporation, trust, partnership, joint venture, sole proprietorship,
employee benefit plan or other enterprise, in each of those capacities, against
any and all liability and reasonable expense that may be incurred by them in
connection with or resulting from (a) any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative, arbitrative
or investigative (collectively, a "Proceeding"), (b) an appeal in such a
Proceeding, or (c) any inquiry or investigation that could lead to such a
Proceeding, all to the fullest extent permitted by Texas statutory or decisional
law, as the same exists or may hereafter be amended or interpreted.  The
Corporation shall pay or reimburse, in advance of the final disposition of the
Proceeding, to all persons who are or were a director or officer of the
Corporation all reasonable expenses incurred by such person who was, is or is
threatened to be made a named defendant or respondent in a Proceeding to the
fullest extent permitted by Texas statutory or decisional law, as the same
exists or may hereafter be amended or interpreted.  The Corporation may
indemnify persons who are or were an employee or agent (other than a director or
officer) of the Corporation, or persons who are not or were not employees or
agents of the Corporation but who are or were serving at the request of the
Corporation as a director, officer, trustee, employee, agent or similar
functionary of another foreign or domestic corporation, trust, partnership,
joint venture, sole proprietorship, employee benefit plan or other enterprise
(collectively, along with the directors and officers of the Corporation, such
persons are referred to herein as "Corporate Functionaries") against any and all
liability and reasonable expense that may be incurred by them in connection with
or resulting from (a) any Proceeding, (b) an appeal in such a Proceeding, or (c)
any inquiry or investigation that could lead to such a Proceeding, to the
fullest extent permitted by Texas statutory or decisional law, as the same
exists or may hereafter be amended or interpreted.  The rights of
indemnification provided for in this Article VII shall be in addition to all
rights to which any Corporate Functionary may be entitled under any agreement or
vote of shareholders or as a matter of law or otherwise.

     The Corporation may purchase or maintain insurance on behalf of any
Corporate Functionary against any liability asserted against him and incurred by
him in such a capacity or arising out of his status as a Corporate Functionary,
whether or not the Corporation


                                      -13-
<PAGE>

would have the power to indemnify him or her against the liability under the
Act or these Bylaws; provided, however, that if the insurance or other
arrangement is with a person or entity that is not regularly engaged in the
business of providing insurance coverage, the insurance or arrangement may
provide for payment of a liability with respect to which the Corporation
would not have the power to indemnify the person only if including coverage
for the additional liability has been approved by the shareholders of the
Corporation.  Without limiting the power of the Corporation to procure or
maintain any kind of insurance or arrangement, the Corporation may, for the
benefit of persons indemnified by the Corporation, (i) create a trust fund,
(ii) establish any form of self-insurance, (iii) secure its indemnification
obligation by grant of any security interest or other lien on the assets of
the Corporation, or (iv) establish a letter of credit, guaranty or surety
arrangement.  Any such insurance or other arrangement may be procured,
maintained or established within the Corporation or its affiliates or with
any insurer or other person deemed appropriate by the Board of Directors of
the Corporation regardless of whether all or part of the stock or other
securities thereof are owned in whole or in part by the Corporation.  In the
absence of fraud, the judgment of the Board of Directors of the Corporation
as to the terms and conditions of such insurance or other arrangement and the
identity of the insurer or other person participating in an arrangement shall
be conclusive, and the insurance or arrangement shall not be voidable and
shall not subject the directors approving the insurance or arrangement to
liability, on any ground, regardless of whether directors participating in
approving such insurance or other arrangement shall be beneficiaries thereof.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

     SECTION 1.  DIVIDENDS.  Dividends upon the outstanding shares of the
Corporation, subject to the provisions of the Act and the Articles of
Incorporation and any agreements or obligations of the Corporation, if any, may
be declared by the Board of Directors at any regular or special meeting.
Dividends may be declared and paid in cash, in property, or in shares of the
Corporation, provided that all such declarations and payments of dividends shall
be in strict compliance with all applicable laws and the Articles of
Incorporation.  The Board of Directors may fix in advance a record date for the
purpose of determining shareholders entitled to receive payment of any dividend,
such record date to be not more than 50 days prior to the payment date of such
dividend.  In the absence of any action by the Board of Directors, the date upon
which the Board of Directors adopts the resolution declaring such dividend shall
be the record date.


                                      -14-
<PAGE>

     SECTION 2.  RESERVES.  There may be created by resolution of the Board of
Directors out of the earned surplus of the Corporation such reserve or reserves
as the Board of Directors from time to time, in its discretion, deems proper to
provide for contingencies, or to equalize dividends, or to repair or maintain
any property of the Corporation, or for such other proper purpose as the Board
shall deem beneficial to the Corporation, and the Board may modify or abolish
any reserve in the same manner in which it was created.

     SECTION 3.  FISCAL YEAR.  The fiscal year of the Corporation shall be
determined by the Board of Directors.

     SECTION 4.  SEAL.  The Corporation shall have a seal which may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.  Any officer of the Corporation shall have authority to affix the
seal to any document requiring it.

     SECTION 5.  RESIGNATION.  Any director, officer or agent of the Corporation
may resign by giving written notice to the President or the Secretary.  The
resignation shall take effect at the time specified therein, or immediately if
no time is specified therein.  Unless specified in such notice, the acceptance
of such resignation shall not be necessary to make it effective.

                                   ARTICLE IX

                              AMENDMENTS TO BYLAWS

     These Bylaws may be altered, amended, modified or repealed, or new Bylaws
may be adopted at any meeting of the Board of Directors at which a quorum is
present, by the affirmative vote of a majority of the Directors present at such
meeting.





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