EXHIBIT 3.a

                                   B Y L A W S

                                       OF

                              TECH-SYM CORPORATION


                                                       DATED:  APRIL 13, 1998
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                               TABLE OF CONTENTS
                                                                            PAGE
ARTICLE I        Offices....................................................  1
 Section   1.1   Business Office ...........................................  1
 Section   1.2   Principal Office ..........................................  1
 Section   1.3   Other Offices .............................................  1
                                                                            
ARTICLE II       Meetings of Stockholders...................................  1
 Section   2.1   Place of Meetings .........................................  1
 Section   2.2   Annual Meeting ............................................  2
 Section   2.3   Special Meetings ..........................................  3
 Section   2.4   Business to be Conducted ..................................  3
 Section   2.5   Notice of the Meetings ....................................  5
 Section   2.6   Voting Lists ..............................................  5
 Section   2.7   Quorum ....................................................  6
 Section   2.8   Organization ..............................................  6
 Section   2.9   Proxies....................................................  7
 Section   2.10  Voting of Shares ..........................................  8
 Section   2.11  Voting of Shares by Certain Holders .......................  8
 Section   2.12  Election of Directors ..................................... 10
 Section   2.13  Action Without Meeting .................................... 10
 Section   2.14  Determination of Record Date for Action by Written Consent. 10
 Section   2.15  Determination of Consent Date ............................. 11
                  
ARTICLE III      Directors ................................................. 11
 Section   3.1   Number and Qualification .................................. 11
 Section   3.2   Election and Term of Office ............................... 11
 Section   3.3   Resignation ............................................... 13
 Section   3.4   Removal.................................................... 13
 Section   3.5   Vacancies ................................................. 14
 Section   3.6   General Powers ............................................ 14
 Section   3.7   Compensation .............................................. 14
                 
ARTICLE IV       Meetings of the Board ..................................... 14
 Section   4.1   Place of Meetings ......................................... 14
 Section   4.2   Annual Meeting ............................................ 16
 Section   4.3   Regular Meetings .......................................... 15
 Section   4.4   Special Meetings .......................................... 15
 Section   4.5   Quorum and Action ......................................... 15
 Section   4.6   Presumption of Assent to Action............................ 16
 Section   4.7   Telephone Meetings ........................................ 17
 Section   4.8   Action Without Meeting .................................... 17
                 
ARTICLE V        Committees of the Board.................................... 17
 Section   5.1   Membership and Authorities ................................ 17
 Section   5.2   Meetings and Notices ...................................... 18
 Section   5.3   Quorum and Action ......................................... 18
 Section   5.4   Minutes and Rules of Procedure ............................ 18
 Section   5.5   Vacancies ................................................. 19

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 Section   5.6   Telephone Meetings ........................................ 19
 Section   5.7   Action Without Meeting .................................... 19
                 
ARTICLE VI       Officers................................................... 19
 Section   6.1   Number .................................................... 19
 Section   6.2   Election, Term of Office and Qualification ................ 20
 Section   6.3   Subordinate Officers ...................................... 20
 Section   6.4   Resignation ............................................... 20
 Section   6.5   Removal.................................................... 20
 Section   6.6   Vacancies ................................................. 21
 Section   6.7   The Chairman of the Board ................................. 21
 Section   6.8   The President ............................................. 21
 Section   6.9   The Vice Presidents ....................................... 22
 Section   6.10  The Secretary ............................................. 22
 Section   6.11  Assistant Secretaries ..................................... 22
 Section   6.12  The Treasurer ............................................. 23
 Section   6.13  Assistant Treasurers ...................................... 23
 Section   6.14  Controller ................................................ 23
 Section   6.15  Treasurer's Bond .......................................... 24
 Section   6.16  Salaries .................................................. 24
                 
ARTICLE VII      Corporate Shares........................................... 24
 Section   7.1   Share Certificates ........................................ 24
 Section   7.2   Lost Certificates, etc .................................... 25
 Section   7.3   Transfer of Shares ........................................ 26
 Section   7.4   Ownership of Shares ....................................... 26
 Section   7.5   Closing of Transfer Books ................................. 27
                 
ARTICLE VIII     Indemnification............................................ 27
 Section   8.1   Indemnification............................................ 27
 Section   8.2   Continuing Offer, Reliance, etc............................ 30
 Section   8.3   Effect of Amendment ....................................... 31
                 
ARTICLE IX       General Provisions ........................................ 31
 Section   9.1   Waiver of Notice .......................................... 31
 Section   9.2   Seal ...................................................... 32
 Section   9.3   Fiscal Year ............................................... 32
 Section   9.4   Checks, Notes, etc ........................................ 32
 Section   9.5   Examination of Books and Records .......................... 32
 Section   9.6   Voting Upon Shares Held by the Company .................... 32
                 
ARTICLE X        Amendments ................................................ 33
 Section  10.1   Amendments ................................................ 33
                 
ARTICLE XI       Subject to All Laws ....................................... 33
 Section  11.1   Subject to All Laws ....................................... 33

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                              TECH-SYM CORPORATION
                                   B Y L A W S
                                    ARTICLE I
                                     OFFICES

            SECTION 1.1 PRINCIPAL  BUSINESS  OFFICE.  The  principal  business
office of the Company shall be in Houston, Texas.

            SECTION 1.1 PRINCIPAL OFFICE. The PRINCIPAL office of the Company
required by the General Corporation Law of the State of Nevada to be maintained
in the State of Nevada shall be at such address within the State of Nevada as
shall be determined by the Board of Directors of the Company (the "BOARD") and
the address of the principal office may be changed from time to time by the
Board.

            SECTION 1.3 OTHER OFFICES. The Company may also have offices at such
other places, both within and without the State of Nevada, as the Board may from
time to time determine or the business of the Company may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

            SECTION 2.1 PLACE OF MEETINGS. The Board may designate any place,
either within or without the State of Nevada, as the place of meeting for any
annual meeting of the stockholders of the Company or for any special meeting of
stockholders called by a majority of the members of the Whole Board (as
hereinafter defined). As used in these Bylaws, "STOCKHOLDER" means a person in
whose name shares of the Company's capital stock are registered in the records
of the Company. A waiver of notice signed by all stockholders entitled to vote
at a meeting may designate any place, either within or without the State of
Nevada, as the place for the holding of 
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such meeting. If no designation is made,
or if a special meeting be otherwise called, the place of meeting shall be in
the same city as the principal business office of the Company.

            SECTION 2.2 ANNUAL MEETING. (a) An annual meeting of stockholders
shall be held in each year on the last Tuesday in April (unless that day be a
legal holiday, in which event the annual meeting will be held on the next
succeeding business day) for the election of directors and for the transaction
of such other business as may properly be brought before the meeting.

            (b) Upon Whole Board Approval (as hereinafter defined) the date and
time specified in paragraph (a) above for the holding of any annual meeting of
the stockholders may be changed to such date and time as the Board shall deem
advisable; PROVIDED, HOWEVER, that no change of the date and time of any such
meeting shall be made within 20 days next before the date specified for such
meeting in paragraph (a) above.

            (c) As used in these Bylaws, the terms

                   (i)"BOARD APPROVAL" shall mean the adoption by the Board of a
resolution or resolutions authorizing or approving the action (A) by the
unanimous written consent of the Whole Board or (B) by the affirmative vote of
not less than a majority of the members of the Whole Board (including not less
than a majority of the Continuing Directors) at a meeting called and held at
which a quorum was present and acting throughout, PROVIDED that at the time of
adoption by the Board of any such resolution or resolutions (x) there are not
less than three Continuing Directors and (y) a majority of the members of the
Whole Board are Continuing Directors;

                  (ii)"CONTINUING DIRECTOR" shall mean, as of the time a
determination is made, a member of the Board which member was elected by the
stockholders at a regularly scheduled annual stockholders meeting or which
member was appointed by the Board at a time when at least a majority of the
members of the Board were elected by the stockholders at a regularly scheduled
annual stockholders meeting;

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                  (iii)"WHOLE BOARD" shall mean the total authorized number of
directors of the Company as fixed from time to time pursuant to Section 3.1; and

                  (iv)"WHOLE BOARD APPROVAL" shall mean the adoption by the
Board of a resolution or resolutions authorizing or approving the action (A) by
the unanimous written consent of the Whole Board or (B) by the affirmative vote
of not less than a majority of the members of the Whole Board at a meeting
called and held at which a quorum was present and acting throughout.

            SECTION 2.3 SPECIAL MEETINGS. Special meetings of the stockholders
for any purpose or purposes, unless otherwise prescribed by law or by the
Articles of Incorporation, may be called by (a) the Chairman of the Board, if
one shall be elected, (b) the President, if a Chairman of the Board is not
elected, (c) a majority of the members of the Whole Board or (d) the holders of
record of at least a majority of all of the shares entitled to vote at the
special meeting. Business transacted at all special meetings shall be confined
to the purpose or purposes stated in the notice of such meeting.

            SECTION 2.4 BUSINESS TO BE CONDUCTED. (a) At any annual meeting of
the stockholders duly called and held as provided in these Bylaws, only such
business shall be conducted as shall have been brought before the meeting (i) by
Whole Board Approval or (ii) by any stockholder of record who complies with the
procedures set forth in this Section 2.4(a), PROVIDED, HOWEVER, that only such
business shall be conducted as the Board determines is a proper matter for a
stockholder vote. For business to be properly brought before an annual meeting
by a stockholder, the stockholder must have given timely notice thereof in
proper written form to the Secretary of the Company. To be timely, the
stockholder's notice must be delivered to or mailed and received at the
principal business office of the Company not less than 30 days prior to the
meeting; PROVIDED, HOWEVER, that in the event that less than 40 days' notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder 

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to be timely must be received not later than the close of business on the 10th
day following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. To be in proper written form, the
stockholder's notice shall set forth in writing as to each matter the
stockholder proposes to bring before the annual meeting a brief description of
the business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, together with (i) the name and
address, as they appear on the Company's books, of the stockholder, (ii) the
class and number of shares of stock which are beneficially owned by the
stockholder and (iii) any material interest of the stockholder in such business.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at an annual meeting except business that is properly brought before
the meeting in accordance with the procedures set forth in this Section 2.4(a)
and only such business shall be conducted as the Board determines is a proper
matter for a stockholder vote. The Board shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 2.4(a), and, if the
Board should so determine, the Board shall so declare to the meeting and any
such business not properly brought before the meeting shall not be transacted.

            (b) At any special meeting of the stockholders duly called and held
as provided in these Bylaws, only such business shall be conducted (i) as shall
have been brought before the meeting by Whole Board Approval or (ii) as shall be
specified in the written notice of demand in proper written form calling for
such special meeting. To be in proper written form, written notice of demand
calling for a special meeting shall set forth in writing as to each matter that
is proposed to be brought before the special meeting a brief description of the
business desired to be brought before the special meeting and the reasons for
conducting such business at the special meeting, together with (i) the name and
address, as they appear on the Company's books, of each 

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stockholder participating in the call of such special meeting, (ii) the class
and number of shares of stock which are beneficially owned by each such
stockholder and (iii) any material interest of each such stockholder in such
business. Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at a special meeting except business that is properly brought
before the meeting in accordance with the procedures set forth in this Section
2.4(b) and only such business shall be conducted as the Board determines is a
proper matter for a stockholder vote. The Board shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 2.4(b) and,
if the Board should so determine, the Board shall so declare to the meeting and
any such business not properly brought before the meeting shall not be
transacted.

            SECTION 2.5 NOTICE OF MEETINGS. Written or printed notice of all
meetings of stockholders, signed by the President, a Vice President, the
Secretary or an Assistant Secretary, stating the place, day and hour thereof,
and the purpose or purposes for which the meeting is called, shall be personally
delivered or mailed, not less than 10 days nor more than 60 days prior to the
date of the meeting, to the stockholders of record entitled to vote at such
meeting. If mailed, the notice shall be addressed to the stockholders as their
addresses appear on the stock transfer books of the Company and the postage
shall be prepaid. Personal delivery of any such notice to any officer of a
corporation or association, or to any member of a partnership, shall constitute
delivery of such notice to such corporation, association or partnership.

            SECTION 2.6 VOTING LISTS. The officer or agent having charge of the
stock transfer books for shares of the Company shall make, at least 10 days
before each meeting of the stockholders, a complete list of stockholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of each and the number of shares held by
each, which list, for a period of 10 days prior to such meeting, shall be kept
on file at the 

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principal business office of the Company and shall be subject to inspection by
any stockholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any stockholder for the duration of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
stockholders entitled to examine such list or transfer books or to vote at any
meeting of stockholders. Failure to comply with this Section 2.6 with respect to
any meeting of stockholders shall not affect the validity of any action taken at
such meeting.

            SECTION 2.7 QUORUM. The holders of a majority of the shares entitled
to vote, present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business, except as
otherwise provided by law, by the Articles of Incorporation or by these Bylaws.
A holder of a share shall be treated as being present at a meeting if the holder
of such share is (i) present in person at the meeting or (ii) represented at the
meeting by a valid proxy, whether the instrument granting such proxy is marked
as casting a vote or abstaining, is left blank or does not empower such proxy to
vote with respect to some or all matters to be voted upon at the meeting. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote at such meeting, present in
person or represented by proxy, shall have the power to adjourn the meeting from
time to time without notice other than announcement at the meeting until a
quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented any business may be transacted which
might have been transacted at the meeting as originally convened.

            SECTION 2.8 ORGANIZATIONAL. (a) The Chairman of the Board, if one
shall be elected, shall preside at all meetings of the stockholders. In the
absence of the Chairman of the Board or should one not be elected, the President
or, in his absence, a Vice President shall 

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preside. In the absence of all of these officers, any stockholder or the duly
appointed proxy of any stockholder may call the meeting to order and a chairman
shall be elected from among the stockholders present.

            (b) The Secretary of the Company shall act as secretary at all
meetings of the stockholders. In his absence an Assistant Secretary shall so act
and in the absence of all of these officers the presiding officer may appoint
any person to act as secretary of the meeting.

            SECTION 2.9 PROXIES. (a) At any meeting of the stockholders every
stockholder entitled to vote at such meeting shall be entitled to vote in person
or by proxy executed in writing by such stockholder or by his duly authorized
attorney-in-fact. Proxies shall be filed with the Secretary immediately after
the meeting has been called to order.

            (b) No proxy shall be valid after six months from the date of its
execution unless coupled with an interest, or unless the person executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven years from the date of its execution.

            (c) Each proxy shall be revocable before it has been voted unless
the proxy form conspicuously states that the proxy is irrevocable and the proxy
is coupled with an interest, including the appointment as proxy of (i) a
pledgee, (ii) a person who purchased or agreed to purchase, or owns or holds an
option to purchase, the shares, (iii) a creditor of the Company who extended it
credit under terms requiring the appointment, (iv) an employee of the Company
whose employment contract requires the appointment or (v) a party to a voting
agreement created under the General Corporation Law of the State of Nevada.
Subject to the provisions of Section 2.9(b), any proxy duly executed is not
revoked and continues in full force and effect until an instrument revoking it
or a duly executed proxy bearing a later date is filed with the Secretary of the
Company.

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            (d) In the event that any instrument in writing shall designate two
or more persons to act as proxies, a majority of such persons present at the
meeting or, if only one shall be present, then that one, shall have and may
exercise all of the powers conferred by such written instrument upon all the
persons so designated unless the instrument shall otherwise provide.

            SECTION 2.10 VOTING OF SHARES. Except as otherwise provided by law,
the Articles of Incorporation or these Bylaws, each stockholder shall be
entitled at each meeting of stockholders to one vote on each matter submitted to
a vote at such meeting for each share having voting rights registered in his
name on the books of the Company at the time of the closing of the stock
transfer books (or at the record date) for such meeting. When a quorum is
present at any meeting, except as provided below, action on a matter shall be
approved if the votes cast in favor of the matter exceed the votes cast opposing
the matter. In determining the number of votes cast, shares abstaining from
voting or not voted on a matter will not be treated as votes cast. The
provisions of this Section 2.10 will govern with respect to all votes of
stockholders except as otherwise provided for in these Bylaws or in the Articles
of Incorporation or by some specific statutory provision superseding the
provisions contained in these Bylaws or the Articles of Incorporation.

            SECTION 2.11 VOTING OF SHARES BY CERTAIN HOLDERS. (a) Shares
standing in the name of another corporation may be voted by such officer, agent
or proxy as the bylaws of such corporation may authorize or, in the absence of
such authorization, as the board of directors of such corporation may determine.

            (b) Shares held by an administrator, executor, guardian or
conservator may be voted by him so long as such shares forming a part of an
estate are in the possession and form a part of the estate being served by him,
either in person or by proxy, without a transfer of such shares into his name.
Shares standing in the name of a trustee may be voted by him, either in

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person or by proxy, but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name as trustee.

            (c) Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority to do so
be contained in an appropriate order of the court by which such receiver was
appointed.

            (d) A stockholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so transferred.

            (e) Shares of the Company's stock (i) owned by the Company itself,
(ii) owned by another corporation, the majority of the voting stock of which is
owned or controlled by the Company or (iii) held by the Company in a fiduciary
capacity shall not be voted, directly or indirectly, at any meeting, and shall
not be counted in determining the total number of outstanding shares at any
given time.

            (f) The person in whose name shares are registered in the stock
transfer books of the Company at any particular time (including, without
limitation, a record date fixed pursuant to these Bylaws) shall be deemed to be
the owner of the shares registered in his name at that time. The Company may
treat such registered owner as the person exclusively entitled to vote, to
receive notifications, and to otherwise exercise all the rights and powers of
the owner of the shares, and shall owe no duty to any other person in respect
thereof. Neither the Company nor any of its officers, directors, employees or
agents shall be under any liability to any person for any action taken in
reliance on the foregoing even though the registered owner of the shares may not
possess a certificate for the shares.

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            SECTION 2.12 ELECTION OF DIRECTORS. At each election for directors,
each stockholder entitled to vote at such election shall, unless otherwise
provided by the Articles of Incorporation or by applicable law, have the right
to vote the number of shares owned by him for as many persons as there are to be
elected and for whose election he has a right to vote. Unless otherwise provided
by the Articles of Incorporation, no stockholder shall have the right or be
permitted to cumulate his votes on any basis.

            SECTION 2.12 ACTION WITHOUT MEETING. Any action required by any
provision of law or of the Articles of Incorporation or these Bylaws to be taken
at a meeting of the stockholders or any action which may be taken at a meeting
of the stockholders may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by stockholders holding at
least a majority of the voting power entitled to vote with respect to the
subject matter thereof, except (a) that if any greater proportion of voting
power is required for such an action at a meeting, then the greater proportion
of written consents is required and (b) as otherwise specifically provided by
the General Corporation Law of the State of Nevada. Any such consent shall have
the same force and effect as a vote of the stockholders taken at a meeting
thereof.

            SECTION 2.14 DETERMINATION OF RECORD DATE FOR ACTION BY WRITTEN
CONSENT. The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting shall be fixed by the
Board. Any stockholder seeking to have the stockholders authorize or take
corporate action by written consent without a meeting shall, by written notice,
request the Board to fix a record date. The Board shall, upon receipt of such a
request, fix the record date as the 15th day following receipt of the request or
such later date as may be specified by such stockholder. If the record date
falls on a Saturday, Sunday or legal holiday, the record date shall be the day
next following which is not a Saturday, Sunday or legal holiday.

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            SECTION 2.15 DETERMINATION OF CONSENT DATE. The date for determining
if an action has been consented to by the holder or holders of shares of
outstanding stock of the Company having the requisite voting power to authorize
or take the action specified therein (the "CONSENT DATE") shall be the 31st day
after the date on which materials soliciting consents are mailed to stockholders
of the Company or, if no such materials are required to be mailed under
applicable law, the 31st day following the record date fixed by the Board
pursuant to Section 2.14. If the Consent Date falls on a Saturday, Sunday or
legal holiday, the Consent Date shall be the day next following which is not a
Saturday, Sunday or legal holiday.

                                   ARTICLE III
                                    DIRECTORS

            SECTION 3.1 NUMBER AND QUALIFICATION. The Board shall be composed of
not less than three nor more than twenty members who shall be elected annually
by the stockholders. Subject to any limitations specified by law or in the
Articles of Incorporation, the number of directors may be increased or decreased
within such limits by Whole Board Approval. No decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director. Directors need not be residents of the State of Nevada or stockholders
of the Company.

            SECTION 3.2 ELECTION AND TERM OF OFFICE.  (a) The  directors shall
be elected at the annual  meeting of the  stockholders  (except as provided in
Sections 3.4 and 3.5).

            (b) At any meeting of the stockholders at which directors are to be
elected, only persons who are nominated in accordance with the procedures set
forth in this Section 3.2(b) shall be eligible for election as directors and, of
such persons, the persons receiving the greatest number of votes entitled to be
cast shall be elected. Nominations of persons for election to the Board may only
be made (i) by Whole Board Approval or (ii) by any stockholder of record of the
Company 

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entitled to vote for the election of directors at such meeting who
complies with the procedures set forth in this Section 3.2(b). All nominations
by stockholders of record shall be made pursuant to timely notice in proper
written form submitted to the Secretary of the Company. To be timely, the
stockholder's notice shall be delivered to or mailed and received at the
principal business office of the Company not less than 30 days prior to the
meeting; PROVIDED, HOWEVER, that in the event that less than 40 days' notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
To be in proper written form, the stockholder's notice shall set forth in
writing (i) as to each person whom such stockholder proposes to nominate for
election or re-election as a director, (A) all information relating to such
person as would be required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended, including,
without limitation, such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected and (B) evidence
that such person is eligible for election as a director and (ii) as to the
stockholder giving the notice (A) the name and address, as they appear on the
Company's books, of such stockholder and (B) the class and number of shares of
capital stock of the Company which are beneficially owned by such stockholder.
No person shall be eligible for election as a director unless such person is (i)
nominated in accordance with the procedures set forth in these Bylaws and (ii)
at the time of such election is at least 21 years of age and is not more than 75
years of age. At the request of the Board, any person nominated for election as
a director shall furnish to the Secretary of the Company all information
relating to such person's eligibility and qualifications to serve as a director
of the Company as may be reasonably requested by the Board. The Board shall
determine and declare to the meeting 

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whether a nomination was made in accordance with the procedures prescribed by
these Bylaws and whether a person is eligible for election as a director. Any
such determination of the Board made in good faith shall be conclusive. If the
Board shall determine that a nomination is defective or that a person is
ineligible for election as a director, the defective nomination and/or
ineligible person shall be disregarded.

            (c) Each director elected shall hold office until his successor
shall be elected at an appropriate annual meeting of the stockholders and shall
qualify, or until his death, resignation or removal in the manner hereinafter
provided.

            SECTION 3.3 RESIGNATION. Any director may resign at any time by
giving written notice to the President or Secretary. Such resignation shall take
effect at the time specified therein, and unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

            SECTION 3.4 REMOVAL. (a) Any director or directors, including the
entire Board, may be removed for Cause (as hereinafter defined) by the
affirmative votes of the holders of two-thirds of the shares of the Company
entitled to vote in the election of directors at any special meeting of
stockholders called expressly for that purpose; stockholders may not remove any
director without Cause. The Board may not remove any director for or without
Cause, and no recommendation by the Board that a director be removed for Cause
may be made to the stockholders, except upon Whole Board Approval.

            (b) For purposes of these Bylaws, "CAUSE" shall mean and include
only:

                  (i) final  conviction of a director of a felony-grade  crime
involving moral turpitude;

                  (ii) the engaging by a director as an employee, officer or
director of any business engaged in activities in direct competition with the
Company; or

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                  (iii) gross and willful inattention to his duties as a
director for a continuous period of six months.

            SECTION 3.5 VACANCIES. Except as otherwise provided by the Articles
of Incorporation, any vacancy occurring in the Board or any directorship to be
filled by reason of an increase in the number of directors may be filled (a) by
the affirmative vote of a majority of the remaining directors though less than a
quorum of the Board or by the sole remaining director or (b) by election at the
next annual meeting or at a special meeting of stockholders called for that
purpose. A director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office.

            SECTION 3.6 GENERAL POWERS. The property, business and affairs of
the Company shall be managed by the Board. In addition to the powers and
authorities expressly conferred upon them by these Bylaws, the Board may
exercise all such powers of the Company and do all such lawful acts and things
as are not by law or by the Articles of Incorporation or by these Bylaws
directed or required to be exercised or done by the stockholders.

            SECTION 3.7 COMPENSATION. By resolution of the Board, the directors
may be paid their expenses, if any, of attendance at each meeting of the Board,
or of any committee thereof, and may be paid a fixed sum for attendance at each
meeting of the Board and a stated salary as director or committee member. No
such payment shall be construed to preclude any director from serving the
Company in any other capacity and receiving compensation therefor.

                                   ARTICLE IV

                              MEETINGS OF THE BOARD

            SECTION 4.1 PLACE OF MEETINGS. The directors of the Company may hold
their meetings, both regular and special, either within or without the State of
Nevada.

                                       14
<PAGE>
            SECTION 4.2 ANNUAL MEETING. The first meeting of each newly elected
Board shall be held immediately following the adjournment of the annual meeting
of the stockholders and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present, or they may meet at such time and place as shall be
fixed by the consent in writing of all of the directors.

            SECTION 4.3 REGULAR MEETINGS. Regular meetings of the Board, in
addition to the annual meetings referred to in Section 4.2, may be held without
notice at such time and place as shall from time to time be determined by the
Board.

            SECTION 4.4 SPECIAL MEETINGS. Special meetings of the Board may be
called by the Chairman of the Board, if one shall be elected, or by the
President, if a Chairman of the Board is not elected, on 24 hours' notice (oral
or written) to each director. Special meetings shall be called by the President
or the Secretary on like notice on the written request (which request shall
state the purpose of the meeting) of a majority of the Whole Board. Neither the
purpose of, nor the business to be transacted at, any special meeting of the
Board need be specified in the notice or waiver of notice of such meeting unless
so required by the Articles of Incorporation or these Bylaws.

            SECTION 4.5 QUORUM AND ACTION. (a) At all meetings of the Board, 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 at any meeting at which a quorum is present shall be the act of
the Board unless the act of a greater or different number is required by law,
the Articles of Incorporation or these Bylaws. Unless limited by law or the
Articles of Incorporation, common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board which considers a
contract or transaction between the Company and one or more of its directors, or
between the Company and any other corporation, partnership 

                                       15
<PAGE>
or association in which one or more of the directors of the Company are
directors or officers, or have a financial interest therein. If a quorum shall
not be present at any meeting of directors, the directors present may adjourn
the meeting from time to time without notice other than announcement at the
meeting until a quorum shall be present.

            (b) At any meeting of the Board one of the purposes of which is to
consider whether to (i) redeem the then outstanding rights ("RIGHTS") created
and issued under the Rights Agreement, dated as of June 1, 1988 (the "RIGHTS
AGREEMENT"), between the Company and First City National Bank, as rights agent,
(ii) extend the date upon which the Distribution Date (as defined in the Rights
Agreement) is to occur, (iii) extend the period for redemption of the Rights
pursuant to Section 24 of the Rights Agreement or (iv) amend or supplement the
Rights Agreement pursuant to Section 27 of the Rights Agreement, each of the
following shall be necessary to constitute a quorum for the consideration of
such matter: (A) the presence of a majority of the Whole Board; (B) a majority
of the Whole Board is Continuing Directors; and (C) there are not less than
three Continuing Directors. Board Approval shall be required for any action
involving (i) any redemption of the Rights pursuant to Section 24 of the Rights
Agreement, (ii) any extension of the date upon which the Distribution Date is to
occur, (iii) any extension of the period during which Rights may be redeemed
pursuant to Section 24 of the Rights Agreement or (iv) any supplement or
amendment of the Rights Agreement pursuant to Section 27 of the Rights
Agreement.

            SECTION 4.6 PRESUMPTION OF ASSENT TO ACTION. A director who is
present at a meeting of the Board, or any committee thereof, at which action on
any corporate matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the secretary of
the meeting before the adjournment thereof or shall forward such dissent by
registered mail to 

                                       16
<PAGE>
the Secretary of the Company immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.

            SECTION 4.7 TELEPHONE MEETINGS. Unless otherwise restricted by the
Articles of Incorporation, the directors may participate in a meeting of the
Board by means of a conference telephone network or similar communication method
by means of which all persons participating in the meeting can hear each other
and participation in a meeting pursuant to this Section 4.7 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. Each person
participating in such meeting shall sign the minutes of such meeting or a
counterpart thereof.

            SECTION 4.8 ACTION WITHOUT MEETING. Unless otherwise restricted by
the Articles of Incorporation, any action required or permitted to be taken at a
meeting of the Board 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 and
such consent shall have the same force and effect as a unanimous vote at a
meeting. Such consent shall be filed with the minutes of proceedings of the
Board.

                                    ARTICLE V

                             COMMITTEES OF THE BOARD

            SECTION 5.1 MEMBERSHIP AND AUTHORITIES. Unless otherwise provided in
the Articles of Incorporation, the Board, by Whole Board Approval, may designate
three or more directors to constitute an Executive Committee and may designate
one or more directors to constitute such other committees, as the Board may
determine, each of which committees to the extent provided in such resolution,
shall have and may exercise all of the powers of the Board in the management of
the business and affairs of the Company, except that neither the Executive

                                       17
<PAGE>
Committee nor any such other committee shall have any authority to act on (a)
any matter that these Bylaws specify that for action by the Board thereon a
special quorum is required (that is for such matter a quorum consists of more
than a mere majority of members of the Board) or (b) any matter where the
authority of the Board is specifically denied to the Executive Committee or such
other committee or committees by applicable law, the Articles of Incorporation,
these Bylaws or the resolution creating such committee. The designation of an
Executive Committee or other committee and the delegation thereto of authority
shall not operate to relieve the Board, or any member thereof, of any
responsibility imposed upon it or him by law. The members of each such committee
shall serve at the pleasure of the Board.

            SECTION 5.2 MEETINGS AND NOTICES Each committee of directors shall
hold meetings, regular or special, at such time or times, at such place or
places and upon such notice as shall be specified by the Board or, in the
absence of any such specification, by its rules of procedure, PROVIDED that the
Chairman of the Board, if one shall be elected, or the President, if a Chairman
of the Board is not elected, may call a special meeting of any committee of
directors, and any member of a committee of directors may call a meeting of such
committee, on 24 hours' notice (written or oral) to each member of such
committee.

            SECTION 5.3 QUORUM AND ACTION At all meetings of each committee of
directors, the presence of a majority of the members of such committee shall be
necessary and sufficient to constitute a quorum for the transaction of business
and, except as may be otherwise prescribed by the Board, the act of the majority
of the members present at any meeting at which a quorum is present shall be the
act of such committee except as may be otherwise specifically provided by law,
by the Articles of Incorporation or by these Bylaws.

            SECTION 5.4 MINUTES AND RULES OF PROCEDURE. Each committee
designated by the Board shall keep regular minutes of its proceedings and report
the same to the Board when 

                                       18
<PAGE>
required. Subject to the provisions of these Bylaws, the members of any
committee may fix such committee's own rules of procedure.

            SECTION 5.5 VACANCIES. The Board shall have the power at any time to
fill vacancies in, to change the membership of, or to dissolve, any committee.

            SECTION 5.6 TELEPHONE MEETINGS. Unless otherwise restricted by the
Articles of Incorporation, members of any committee designated by the Board may
participate in a meeting by means of conference telephone network or similar
communication method by which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant to this Section 5.6 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 grounds that the meeting is not lawfully
called or convened. Each person participating in such meeting shall sign the
minutes of such meeting or a counterpart thereof.

            SECTION 5.7 ACTION WITHOUT MEETING. Unless otherwise restricted by
the Articles of Incorporation, any action required or permitted to be taken at a
meeting of any committee designated by the Board 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 committee, and such consent shall have the same force and effect
as a unanimous vote at a meeting. Such consent shall be filed with the minutes
of proceedings of such committee.

                                   ARTICLE VI

                                    OFFICERS

            SECTION 6.1 NUMBER. The officers of the Company shall be a Chairman
of the Board, a President, one or more Vice Presidents (the number and
categories thereof to be determined by the Board), a Secretary, a Treasurer and
a Controller. The Board may also elect 

                                       19
<PAGE>
one or more Assistant Secretaries and one or more Assistant Treasurers. Any
person may hold two or more offices.

            SECTION 6.2 ELECTION, TERM OF OFFICE AND QUALIFICATION. The Board
shall elect officers, none of whom need be a member of the Board except for the
Chairman of the Board, at its first meeting after each annual meeting of
stockholders. Each officer so elected shall hold office until his successor
shall have been duly elected and qualified or until his death, resignation or
removal in the manner hereinafter provided.

            SECTION 6.3 SUBORDINATE OFFICERS. The Board may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms, have such authority and perform such duties as the Board may from
time to time determine. The Board may delegate to any committee or officer the
power to appoint any such subordinate officer or agent. No subordinate officer
appointed by any committee or superior officer as aforesaid shall be considered
as an officer of the Company, the officers of the Company being limited to the
officers elected or appointed as such by the Board.

            SECTION 6.4 RESIGNATION. Any officer may resign at any time by
giving written notice thereof to the Board or to the President or Secretary of
the Company. Any such resignation shall take effect at the time specified
therein and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

            SECTION 6.5 REMOVAL. Any officer elected or appointed by the Board
may be removed at any time with or without cause upon Whole Board Approval. Any
other officer may be removed at any time with or without cause by Whole Board
Approval or by any committee or superior officer in whom such power of removal
may be conferred by Whole Board Approval. The removal of any officer shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create any
contract rights.

                                       20
<PAGE>
            SECTION 6.6 VACANCIES. A vacancy in any office shall be filled for
the unexpired portion of the term by Whole Board Approval, but in case of a
vacancy occurring in an office filled by a committee or superior officer in
accordance with the provisions of Section 6.3, such vacancy may be filled by
such committee or superior officer.

            SECTION 6.7 THE CHAIRMAN OF THE BOARD. The Chairman of the Board
shall be a general executive officer of the Corporation, shall preside, or
direct that the President so preside, at all meetings of the stockholders and
Directors, and shall be EX OFFICIO a member of all standing committees. In
addition, the Chairman of the Board shall perform whatever duties and shall
exercise all powers that are assigned or delegated to the Chairman by the Board.

            SECTION 6.8 THE PRESIDENT. The President shall be the chief
executive officer of the Corporation and, subject to the control of the Board of
Directors, shall have general and active management of the business of the
Corporation, shall have the general supervision and direction of all other
officers of the Corporation with full power to see that their duties are
properly performed, and shall see that all orders and resolutions of the Board
are carried into effect. In the absence of the Chairman of the Board, or at the
direction of the Chairman, the President shall preside at meetings of the
stockholders and Directors. The President may sign with any other proper
officer, certificates for shares of the Corporation and any deeds, bonds,
mortgages, contracts and other documents which the Board has authorized to be
executed, except where required by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the Board or these Bylaws to some other officer or agent of the Corporation. In
addition, the President shall perform whatever duties and shall exercise all the
powers that are assigned or delegated to the President by the Board or by the
Chairman of the Board, if one shall be elected.

                                       21
<PAGE>
            SECTION 6.9 THE VICE PRESIDENTS. The Vice Presidents shall perform
the duties as are given to them by these Bylaws and as may from time to time be
assigned to them by the Board, by the Chairman of the Board, or by the
President, and may sign, with any other proper officer, certificates for shares
of the Corporation. At the request of the President or, in his absence or
disability, the Vice President designated by the President (or in the absence of
such designation, the senior Vice President), shall perform the duties and
exercise the powers of the President.

            SECTION 6.10 THE SECRETARY. The Secretary, when available, shall
attend all meetings of the Board and all meetings of the stockholders 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 Executive Committee and standing
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board as
required by law or these Bylaws, be custodian of the corporate records and have
general charge of the share transfer records of the Corporation and shall
perform such other duties as may be prescribed by the Board, by the Chairman of
the Board, or by the President under whose supervision the Secretary shall be.
The Secretary may sign, with any other proper officer, certificates for shares
of the Company and shall keep in safe custody the seal of the Company, and, when
authorized by the Board, affix the same to any instrument requiring it and, when
so affixed, it shall be attested by the signature of the Secretary or by the
signature of the Treasurer or an Assistant Secretary.

            SECTION 6.11 ASSISTANT SECRETARIES. The Assistant Secretaries shall
perform the duties as are given to them by these Bylaws or as may from time to
time be assigned to them by the Board or by the Secretary. At the request of the
Secretary or, in the absence or disability of the Secretary, the Assistant
Secretary designated by the Secretary (or in the absence of such 

                                       22
<PAGE>
designation, the senior Assistant Secretary) shall perform the duties and
exercise the powers of the Secretary.

            SECTION 6.12 THE TREASURER. The Treasurer shall have the custody and
be responsible for all corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Company and shall deposit all monies and other valuable effects in the name and
to the credit of the Company in such depositories as may be designated by the
Board. The Treasurer shall disburse the funds of the Company as may be ordered
by the Board, taking proper vouchers for such disbursements, and shall render to
the Chairman of the Board, the President and the directors, at the regular
meetings of the Board or whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the Company. The
Treasurer may sign, with any other proper officer, certificates for shares of
the Company.

            SECTION 6.13 ASSISTANT TREASURERS. The Assistant Treasurers shall
perform the duties as are given to them by these Bylaws or as may from time to
time be assigned to them by the Board or by the Treasurer. At the request of the
Treasurer or, in the absence or disability of the Treasurer, the Assistant
Treasurer designated by the Treasurer (or in the absence of such designation,
the senior Assistant Treasurer) shall perform the duties and exercise the powers
of the Treasurer.

            SECTION 6.14 CONTROLLER. The Controller shall analyze all operating
expenses and capital expenditures to determine and establish effective methods
of control and shall cooperate with all corporate and divisional officers to
that end. The Controller shall perform such duties in regard to customer,
employee, stockholder and general public relations and such further duties as
from time to time may be assigned to The Controller by the Board, by the
Chairman of the Board, or by the President."

                                       23
<PAGE>
            SECTION 6.15 TREASURER'S BOND. If required by the Board, the
Treasurer and any Assistant Treasurer shall give the Company a bond in such sum
and with such surety or sureties as shall be satisfactory to the Board for the
faithful performance of the duties of his office and for the restoration to the
Company, 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 Company.

            SECTION 6.16 SALARIES. The salary or other compensation of officers
shall be fixed from time to time by the Board. The Board may delegate to any
committee or officer the power to fix from time to time the salary or other
compensation of subordinate officers and agents appointed in accordance with the
provisions of Section 6.3.

                                   ARTICLE VII

                                CORPORATE SHARES

            SECTION 7.1 SHARE CERTIFICATES. (a) The certificates representing
shares of the Company's capital stock shall be in such form, not inconsistent
with statutory provisions and the Articles of Incorporation, as shall be
approved by the Board. The certificates shall be signed by the Chairman of the
Board, if one shall be elected, the President or a Vice President and a
Secretary or Assistant Secretary, or such other or additional officers as may be
prescribed from time to time by the Board, and may be sealed with the corporate
seal or a facsimile thereof. The signatures of such officer or officers upon a
certificate may be facsimiles, if the certificate is countersigned by a transfer
agent, or registered by a registrar, either of which is other than the Company
itself or an employee of the Company. In case any officer who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer before 

                                       24
<PAGE>
such certificate is issued, it may be issued with the same effect as if he were
such officer at the date of its issuance.

            (b) If the Company is authorized to issue shares of more than one
class or more than one series of any class of capital stock, there shall be set
forth on the face or back of the certificate or certificates, which the Company
shall issue to represent shares of such class or series of capital stock, such
legends or statements as may be required by applicable law and the Articles of
Incorporation and as may be approved by the Board.

            (c) In the event the Company has, by its Articles of Incorporation,
limited or denied the preemptive right of stockholders of any class or series of
capital stock, there shall be set forth on the face or back of the certificate
or certificates, which the Company shall issue to represent shares of such class
or series of capital stock, such legends or statements as shall be required by
applicable law or the Articles of Incorporation and as may be approved by the
Board.

            (d) All certificates for each class or series of capital stock shall
be consecutively numbered and the name of the person owning the shares
represented thereby, with the number of such shares and the date of issue, shall
be entered on the Company's books.

            (e) All certificates surrendered to the Company shall be canceled,
and, except as provided in Section 7.2 with respect to lost, stolen or destroyed
certificates, no new certificate shall be issued until the former certificate
for the same number of shares has been surrendered and canceled.

            SECTION 7.2 LOST CERTIFICATES, ETC. In the event of the loss, theft
or destruction of any certificate representing capital stock of this Company or
of any predecessor company, the Chairman of the Board, if one shall be elected,
the President, any Vice President, the Treasurer or the Secretary may issue (or,
in the case of any such stock as to which a transfer agent and registrar has or
have been appointed by the Company, may direct such transfer agent and registrar

                                       25
<PAGE>
to issue, register and countersign) a certificate in lieu of that alleged to be
lost, stolen or destroyed and cause the same to be delivered to the owner of the
stock represented thereby upon (a) presentation by or on behalf of such owner of
such evidence showing the circumstances of the alleged loss, theft or
destruction and the ownership of the certificate as such officer considers
satisfactory, together with any other facts which such officer considers
pertinent and (b) presentation of a surety bond of indemnity in form and amount
satisfactory to such officer and the transfer agent and registrar (if
applicable), executed by a surety company satisfactory and acceptable to them,
which bond of indemnity shall indemnify the Company and its transfer agent and
registrar (if applicable) against any loss, cost or damage resulting from the
issue of such new certificate; PROVIDED, HOWEVER, that such officer may, in his
discretion, waive the requirement of a surety on the bond in cases where the
market value of the certificate lost, stolen or destroyed is at the time $500.00
or less (each such officer to have the authority to determine market value on
the basis of such information as he may select).

            SECTION 7.3 TRANSFER OF SHARES. Subject to any restrictions upon
transfer, upon surrender to the Company or the transfer agent of the Company of
a certificate for shares of the Company's capital stock duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer and satisfaction of the Company that the requested transfer complies
with the provisions of applicable state and federal laws and regulations and any
agreements to which the Company is a party, the Company shall issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

            SECTION 7.5 OWNERSHIP OF SHARES. The Company shall be entitled to
treat and recognize the holder of record of any share or shares 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 

                                       26
<PAGE>
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise expressly provided by the laws of the State
of Nevada.

            SECTION 7.5 CLOSING OF TRANSFER BOOKS. For the purpose of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive a distribution
by the Company (other than a distribution involving a purchase or redemption by
the Company of its own shares) or a share dividend, or in order to make a
determination of stockholders for any other proper purpose, the Board may
provide that the stock transfer books shall be closed for a stated period but
not to exceed, in any case, 60 days. If the stock transfer books shall be closed
for the purpose of determining stockholders entitled to notice of or to vote at
a meeting of stockholders, such books shall be closed for at least 10 days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than 60 days
and, in case of a meeting of stockholders, not less than 10 days prior to the
date on which the particular action requiring such determination of stockholders
is to be taken, and the determination of stockholders on such record date shall
apply with respect to the particular action requiring the same notwithstanding
any transfer of shares on the books of the Company after such record date.

                                  ARTICLE VIII

                                 INDEMNIFICATION

            SECTION 8.1 INDEMNIFICATION. (a) The Company shall indemnify any
person who was or is a witness, a 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 Company) by reason of the fact that he is or was, at any time 

                                       27
<PAGE>
prior to or during which this Article VIII is in effect, a director or officer
of the Company, or is or was, at any time prior to or during which this Article
VIII is in effect, serving at the request of the Company as a director or
officer (or in a similar capacity) of another corporation, partnership, joint
venture, trust, other enterprise or employee benefit plan (whether or not
involving action in such person's official capacity as director or officer),
against reasonable expenses (including attorneys' fees), judgments, fines,
penalties, amounts paid in settlement and other liabilities actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, 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 reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.

            (b) The Company shall indemnify any person who was or is a witness,
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Company to procure a judgment
in its favor by reason of the fact that he is or was, at any time prior to or
during which this Article VIII is in effect, a director or officer of the
Company, or is or was, at any time prior to or during which this Article VIII is
in effect, serving at the request of the Company as a director or officer (or in
a similar capacity) of another corporation, partnership, joint venture, trust,
other enterprise or employee benefit plan (whether or not involving action in
his official capacity as director or officer), against reasonable expenses
(including attorneys' fees) and amounts paid in settlement, actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner he 

                                       28
<PAGE>
reasonably believed to be in or not opposed to the best interests of the
Company; provided, that no indemnification shall be made under this subsection
(b) in respect of any claim, issue or matter as to which such person shall have
been adjudged by a court of appropriate jurisdiction, after exhaustion of all
appeals therefrom, to be liable for gross negligence, recklessness or willful
misconduct in the performance of his duty to the Company unless and only to the
extent that a court of appropriate jurisdiction, shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case such person is fairly and reasonably entitled to
indemnity for such expenses which such court of appropriate jurisdiction shall
deem proper.

            (c) Any indemnification under subsections (a) or (b) (unless ordered
by a court of appropriate jurisdiction) shall be made by the Company only as
authorized in the specific case upon a determination that indemnification of the
director or officer is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b). Such
determination shall be made (1) by the stockholders, (2) by the Board by a
majority vote of a quorum consisting of directors not parties to such action,
suit or proceeding, (3) if such quorum cannot be obtained, then by a majority
vote of a committee of the Board, duly designated to act in the matter by a
majority vote of all members of the Board (in which designation directors who
are parties may participate), such committee to consist solely of three or more
directors not parties to such proceeding at the time such committee is
constituted or (4) by special legal counsel, selected by the Board or the
committee selected as provided in (3) above, or, if the requisite quorum of the
full Board cannot be obtained therefor and such committee cannot be or is not
established, by a majority vote of the full Board (in which selection directors
who are parties may participate). In the event a determination is made under
this subsection (c) that the director or officer has met the applicable standard
of conduct as to some matters but not as to others, amounts to be indemnified
may be reasonably prorated.

                                       29
<PAGE>
            (d) Expenses incurred in appearing at, participating in or defending
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, shall be paid by the Company as they
are incurred and in advance of the final disposition of such action, suit or
proceeding upon receipt by the Company of a written undertaking by or on behalf
of the director or officer to repay such amount if it is ultimately determined
by a court of competent jurisdiction that he is not entitled to be indemnified
by the Company herein.

            (e) It is the intent of the Company to indemnify the persons
referred to in this Article VIII to the fullest extent permitted by law and with
respect to any action, suit or proceeding arising from events which occur at any
time prior to or during which this Article VIII is in effect. The
indemnification provided by this Article VIII shall not be deemed exclusive of
any other rights to which those seeking indemnification may be or become
entitled under any law, the Articles of Incorporation or Bylaws of the Company,
agreement, vote of stockholders or disinterested directors, or otherwise, or
under any policy or policies of insurance purchased and maintained by the
Company on behalf of any such director or officer, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such person.

            (f) The indemnification provided by this Article VIII shall be
subject to all valid and applicable laws, and, in the event this Article VIII or
any of the provisions hereof or the indemnification contemplated hereby are
found to be inconsistent with or contrary to any such valid laws, the latter
shall be deemed to control and this Article VIII shall be regarded as modified
accordingly, and, as so modified, to continue in full force and effect.

            SECTION 8.2 CONTINUING OFFER, RELIANCE, ETC. The provisions of this
Article VIII (a) are for the benefit of, and may be enforced by, each person
entitled to indemnification 

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hereunder, the same as if set forth in their entirety in a written instrument
duly executed and delivered by the Company and such person and (b) constitute a
continuing offer to all present and future persons entitled to such
indemnification. The Company, by its adoption of these Bylaws, (x) acknowledges
and agrees that each such person has relied upon and will continue to rely upon
the provisions of this Article VIII in becoming, and serving in any of the
capacities referred to in this Article VIII, (y) waives reliance upon, and all
notices of acceptance of, such provisions by such persons and (z) acknowledges
and agrees that no present or future persons entitled to such indemnification,
shall be prejudiced in his right to enforce the provisions of this Article VIII
in accordance with their terms by any act or failure to act on the part of the
Company.

            SECTION 8.3 EFFECT OF AMENDMENT. No amendment, modification or
repeal of this Article VIII or any provision hereof shall in any manner
terminate, reduce or impair the right of any person to be indemnified by the
Company, nor the obligation of the Company to indemnify any person, under and in
accordance with the provisions of this Article VIII as in effect immediately
prior to such amendment, modification or repeal with respect to claims arising
from or relating to matters occurring, in whole or in part, prior to such
amendment, modification or repeal, regardless of when such claims may arise or
be asserted.

                                   ARTICLE IX

                               GENERAL PROVISIONS

            SECTION 9.1 WAIVER OF NOTICE. (a Whenever, under the provisions of
applicable law or of the Articles of Incorporation or of these Bylaws, any
notice is required to be given to any stockholder or director, a waiver thereof
in writing signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be equivalent to the giving of
such notice.

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            (b) 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 on the grounds
that the meeting is not lawfully called or convened.

            SECTION 9.2 SEAL. The seal of the Company shall have inscribed
thereon the name of the Company, the State and year of its organization and the
words "Corporate Seal." Said seal may be used by causing it or a facsimile of it
to be impressed or affixed or in any manner reproduced.

            SECTION 9.3 FISCAL YEAR.  The fiscal year of the Company  shall be
fixed by resolution of the Board.

            SECTION 9.4 CHECKS, NOTES, ETC. All checks or demands for money and
notes of the Company shall be signed by such officer or officers or such other
person or persons as the Board may from time to time designate. The Board may
authorize any officer or officers or such other person or persons to enter into
any contract or execute and deliver any instrument in the name of and on behalf
of the Company, and such authority may be general or confined to specific
instances.

            SECTION 9.5 EXAMINATION OF BOOKS AND RECORDS. The Board shall
determine from time to time whether, and if allowed, when and under what
conditions and regulations the accounts and books of the Company (except such as
may by statute be specifically opened to inspection) or any of them shall be
open to inspection by the stockholders, and the stockholders rights in this
respect are and shall be restricted and limited accordingly.

            SECTION 9.6 VOTING UPON SHARES HELD BY THE COMPANY. Unless otherwise
ordered by the Board, the Chairman of the Board, if one shall be elected, or the
President, if a Chairman of the Board is not elected, acting on behalf of the
Company, shall have full power and authority to attend and to act and to vote at
any meeting of stockholders of any corporation in which 

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the Company may hold shares and at any such meeting, shall possess and may
exercise any and all of the rights and powers incident to the ownership of such
shares which, as the owner thereof, the Company might have possessed and
exercised, if present. The Board by resolution from time to time may confer like
powers upon any other person or persons.

                                    ARTICLE X

            Section 10.1 Amendments. These Bylaws may be altered, amended or
repealed and new Bylaws adopted upon Whole Board Approval or by the affirmative
vote of the holders of not less than 50 percent of the Company's shares of
capital stock outstanding and entitled to vote generally in the election of
directors.

                                   ARTICLE XI

                               SUBJECT TO ALL LAWS

            SECTION 11.1 SUBJECT TO ALL LAWS. The provisions of these Bylaws
shall be subject to all valid and applicable laws, including, without
limitation, the General Corporation Law of the State of Nevada as now or
hereafter amended, and in the event that any of the provisions of these Bylaws
are found to be inconsistent with or contrary to any such valid laws, the latter
shall be deemed to control and these Bylaws shall be deemed modified
accordingly, and, as so modified, to continue in full force and effect.

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