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                                                                     EXHIBIT 3.3


                              AMENDED AND RESTATED
                                    BYLAWS OF
                               SCHLOTZSKY'S, INC.

                                   1. Offices

         1.1 Principal Office. The principal office of the Corporation shall be
located in Austin, Texas.

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

                           2. Meetings of Shareholders

         2.1 Annual Meeting. The annual meeting of shareholders for the election
of directors and such other business as may properly be brought before the
meeting shall be held at such place within or without the State of Texas and at
such date and time as shall be designated by the board of directors and stated
in the notice of the meeting or in a duly executed waiver of notice thereof.

         2.2 Special Meetings. Special meetings of the shareholders may be
called (a) by the president or the board of directors, or (b) by the holders of
at least 10% of all the shares entitled to vote at the proposed meeting;
provided that when a meeting is to be called by the holders of at least
one-tenth (1/10th) of all shares entitled to vote at the meeting for a purpose
other than the removal of one or more directors in accordance with these Bylaws,
prior notice of such meeting and the purposes therefor must be set forth in
writing to, and timely filed with, the secretary of the Corporation. To be
considered timely, such prior notice must be delivered either in person or by
United States Certified Mail, postage prepaid, and received at the principal
executive offices of the Corporation not less than 120 days nor more than 150
days before the proposed date of the special meeting of shareholders. Business
transacted at any special meeting shall be confined to the purposes stated in
the prior notice provided to the secretary of the Corporation and in the notice
of the meeting provided to shareholders. A meeting called by the holders of at
least one-tenth (1/10th) of all shares entitled to vote at the meeting for a
purpose other than the removal of one or more directors, may be canceled or
rescheduled by the board of directors if such a meeting would occur within 60
days of the Corporation's annual meeting. The record date for determining
shareholders entitled to call a special meeting shall be determined by the Board
of Directors.

         2.3 Notice and Waivers of Notice.

         (a) Written notice stating the place, date and hour of the meeting and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than 10 nor more than 60 days before the
date of the meeting, either personally or by mail, by or at the direction of the
president, the secretary, or the officer or persons calling the meeting, to



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each shareholder entitled to vote at such meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail addressed to
the shareholder at his address as it appears on the share transfer records of
the Corporation.

         (b) Notice may be waived in writing signed by the person or persons
entitled to such notice. Such waiver may be executed at any time before or after
the holding of such meeting. Attendance at a meeting shall constitute a waiver
of notice, except where the person attends for the express purpose of objecting
to the transaction of any business on the ground that the meeting is not
lawfully called.

         (c) Any notice required to be given to any shareholder, under any
provision of the Texas Business Corporation Act, as amended (the "Act"), the
Articles of Incorporation or these Bylaws, need not be given to the shareholder
if (1) notice of two consecutive annual meetings and all notices of meetings
held during the period between those annual meetings, if any, or (2) all (but in
no event less than two) payments (if sent by first class mail) of distributions
or interest on securities during a 12-month period have been mailed to that
person, addressed at his address as shown on the records of the Corporation, and
have been returned undeliverable. Any action or meeting taken or held without
notice to such a person shall have the same force and effect as if the notice
had been duly given and, if the action taken by the Corporation is reflected in
any articles or document filed with the Secretary of State, those articles or
that document may state that notice was duly given to all persons to whom notice
was required to be given. If such a person delivers to the Corporation a written
notice setting forth his then current address, the requirement that notice be
given to that person shall be reinstated.

         2.4 Record Date. For the purpose of determining shareholders entitled
to notice of or to vote at any meeting of shareholders or any adjournment
thereof, or entitled to receive payment of any dividend, the board of directors
may in advance establish a record date which must be at least 10 but not more
than 60 days prior to such meeting. If the board of directors fail to establish
a record date, the record date shall be the date on which notice of the meeting
is mailed.

         2.5 Voting List.

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

         (b) Failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.



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         (c) An officer or agent having charge of the stock transfer books who
shall fail to prepare the list of shareholders or keep the same on file for a
period of ten days, or produce and keep it open for inspection as provided in
this section, shall be liable to any shareholder suffering damage on account of
such failure, to the extent of such damage. In the event that such officer or
agent does not receive notice of a meeting of shareholders sufficiently in
advance of the date of such meeting reasonably to enable him to comply with the
duties prescribed by these Bylaws, the Corporation, but not such officer or
agent shall be liable to any shareholder suffering damage on account of such
failure, to the extent of such damage.

         2.6 Quorum of Shareholders. With respect to any matter, a quorum shall
be present at a meeting of shareholders if the holders of a majority of the
shares entitled to vote on that matter are represented at the meeting, in person
or by proxy, unless otherwise provided in the Articles of Incorporation in
accordance with the Act. Unless otherwise provided in the Articles of
Incorporation, the shareholders represented in person or by proxy at a meeting
of shareholders at which a quorum is not present may adjourn the meeting until
such time and to such place as may be determined by a vote of the holders of a
majority of the shares represented in person or by proxy at that meeting.

         2.7 Withdrawal of Quorum. Unless otherwise provided in the Articles of
Incorporation, once a quorum is present at a meeting of shareholders, the
shareholders represented in person or by proxy at the meeting may conduct such
business as may properly be brought before the meeting until it is adjourned,
and the subsequent withdrawal from the meeting of any shareholder or the refusal
of any shareholder represented in person or by proxy to vote shall not effect
the presence of a quorum at the meeting.

         2.8 Voting on Matters Other Than the Election of Directors. With
respect to any matter, other than the election of directors or a matter for
which the affirmative vote of the holders of a specified portion of the shares
entitled to vote is required by the Act, the affirmative vote of the holders of
a majority of the shares entitled to vote on that matter and represented in
person or by proxy at a meeting of shareholders at which a quorum is present
shall be the act of the shareholders, unless otherwise provided in the Articles
of Incorporation.

         2.9 Voting in the Election of Directors. Directors shall be elected in
the manner provided in the Articles of Incorporation.

         2.10 Method of Voting. The holders of outstanding shares of capital
stock of the Corporation shall be entitled to vote on matters submitted to a
vote of shareholders as provided in the Articles of Incorporation. Any
shareholder may vote either in person or by proxy executed in writing by the
shareholder. No proxy shall be valid after 11 months from the date of its
execution, unless otherwise provided in the proxy.



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         2.11 Action Without Meetings.

         (a) Any action that may be taken at any shareholders' meeting may be
taken without a meeting if consents in writing setting forth the action to be
taken are signed by the holders of outstanding shares having not less than the
number of votes that would be necessary to authorize such action at a meeting at
which all shares entitled to vote thereon were present and voted are delivered
to the Corporation. Any party desiring to present a matter to the shareholders
for written consent shall give notice to the Secretary of the Corporation not
less than 60 days prior to the date the consent solicitation is to be initiated.
The Board may fix the record date for determining the shareholders who shall be
entitled to vote on the matter presented for written consent at any time prior
to the date such consent solicitation is to be initiated. The Board may also fix
the expiration date of the consent solicitation period. In the event that the
Board does not set a record date, the record date will be the date of the first
consent. Upon receipt of a written consent from any shareholder, the Corporation
shall determine the validity of such consent. Any shareholder's written consent
that cannot be validated within 10 days of the expiration of the consent
solicitation period shall be deemed invalid, and shall not be counted in
determining whether the requisite number of votes for the matter presented for
consent have been obtained.

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

         (c) Prompt notice of the taking of any action by shareholders without a
meeting by less than unanimous written consent shall be given to those
shareholders who did not consent in writing to the action.

         2.12 Conduct of Meeting. The Chairman of the Board, if such office has
been filled, and, if not or if the Chairman of the Board is absent or otherwise
unable to act, the President shall preside at all meetings of shareholders. The
Secretary shall keep the records of each meeting of shareholders. In the absence
or inability to act of any such officer, such officer's duties shall be
performed by the officer given the authority to act for such absent or
non-acting officer under these by-laws or by a person appointed by the meeting.

         2.13 Shareholder Proposals at Annual Meetings. At an annual meeting of
the shareholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before an annual
meeting, business must be specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the board of directors, otherwise
properly brought before the meeting by or at the direction of the board of
directors or otherwise properly brought before the meeting by a shareholder. In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the Corporation. To
be considered timely, a shareholder's notice must be delivered either in person
or by United States certified mail, postage prepaid, and received at the
principal executive offices of the corporation (a) not less than one hundred
twenty (120) days nor more than one hundred fifty (150) days before the first
anniversary date of the corporation's proxy statement in connection with the
last annual meeting of shareholders, or (b) if no annual meeting has been called
after the expiration of more than thirty (30) days from the date for such
meeting



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contemplated at the time of the previous year's proxy statement, not less than a
reasonable time, as determined by the board of directors, prior to the date of
the applicable annual meeting. A shareholder's notice to the Secretary shall set
forth as to each matter the shareholder proposes to bring before the annual
meeting, (i) 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, (ii) the name and record address of the shareholder proposing such
business, (iii) the class and number of shares of the Corporation that are
beneficially owned by the shareholder, and (iv) any material interest of the
shareholder in such business. Notwithstanding anything in these by-laws to the
contrary, no business shall be conducted at the annual meeting except in
accordance with the procedures set forth in this section 2.13, provided,
however, that nothing in this section 2.13 shall be deemed to preclude
discussion by any shareholder of any business properly brought before the annual
meeting in accordance with said procedure.

         2.14 Nominations of Persons for Election to the Board of Directors. In
addition to any other applicable requirements, only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors. Nominations of persons for election to the board of directors of the
Corporation may be made at a meeting of shareholders by or at the direction of
the board of directors, by any nominating committee or person appointed by the
board of directors or by any shareholder of the Corporation entitled to vote for
the election of directors at the meeting who complies with the notice procedures
set forth in this section 2.14. Such nominations, other than those made by or at
the direction of the board of directors, shall be made pursuant to timely notice
in writing to the Secretary of the Corporation. To be considered timely, a
shareholder's notice must be delivered either in person or by United States
certified mail, postage prepaid, and received at the principal executive offices
of the Corporation (a) not less than one hundred twenty (120) days nor more than
one hundred fifty (150) days before the first anniversary date of the
Corporation's proxy statement in connection with the last annual meeting of
shareholders, or (b) if no annual meeting has been called after the expiration
of more than thirty (30) days from the date for such meeting contemplated at the
time of the previous year's proxy statement, not less than a reasonable time, as
determined by the board of directors, prior to the date of the applicable annual
meeting. Such shareholder's notice shall set forth (a) as to each person whom
the shareholder proposes to nominate for election or re-election as a director,
(i) the name, age, business address and residence address of the person, (ii)
the principal occupation or employment of the person, (iii) the class and number
of shares of the Corporation beneficially owned by the person, and (iv) any
other information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended; and (b) as to the
shareholder giving the notice, (i) the name and record address of the
shareholder, and (ii) the class and number of shares of the Corporation
beneficially owned by the shareholder. The Corporation may require any proposed
nominee to furnish such other information as may reasonably be required by the
Corporation to determine the eligibility of such proposed nominee to serve as a
director of the Corporation. No person shall be eligible for election as a
director of the Corporation unless nominated in accordance with the procedures
set forth herein. These provisions shall not apply to nomination of any persons
entitled to be separately elected by holders of preferred stock.

         2.15 Inspectors. The board of directors may, in advance of any meeting
of shareholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof.



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If any of the inspectors so appointed shall fail to appear or act, the chairman
of the meeting shall, or if inspectors shall not have been appointed, the
chairman of the meeting may, appoint one or more inspectors. Each inspector,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors shall
determine the number of shares of capital stock of the Corporation outstanding
and the voting power of each, the number of shares represented at the meeting,
the existence of a quorum, and the validity and effect of proxies and shall
receive votes, ballots, or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots, or consents, determine the results, and do such acts as are
proper to conduct the election or vote with fairness to all shareholders after
consultation with counsel to the Corporation as to any issues of law. On request
of the chairman of the meeting, the inspectors shall make a report in writing of
any challenge, request, or matter determined by them and shall execute a
certificate of any fact found by them. No director or candidate for the office
of director shall act as an inspector of an election of directors. Inspectors
need not be shareholders.

                                  3. Directors

         3.1 Powers. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors, except as otherwise
provided by applicable law or the Articles of Incorporation, which may exercise
all powers of the Corporation and perform all such lawful acts and do all such
lawful things that are not, by applicable law or the Articles of Incorporation,
directed or required to be exercised, performed, or done by the shareholders of
the Corporation.

         3.2 Number. Except as otherwise provided by or fixed pursuant to the
provisions of Article IV, Section 8 (Class C Preferred Stock) of the Articles of
Incorporation with respect to the right(s) of holders of any Preferred Stock or
series of Preferred Stock to elect any additional director(s), the number of
directors which shall constitute the "whole" (as defined below) Board of
Directors shall be not less than three (3) and shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by the
Board of Directors. For purposes of this Section 3.2 (Number), "whole" shall
mean the total number of authorized directors, whether or not there exist any
vacancies on the Board of Directors or unfilled previously authorized
directorships, at the time such resolution is presented to the Board of
Directors for adoption.

         3.3 Staggered Board and Election. Except as otherwise provided by or
fixed pursuant to the provisions of Article IV, Section 8 (Class C Preferred
Stock) of the Articles of Incorporation with respect to the right(s) of holders
of any Preferred Stock or series of Preferred Stock to elect any additional
director(s), the directors shall be divided into three (3) classes, designated
as Class A, Class B, and Class C (which at all times shall be as nearly equal in
number as possible), with the term of office of Class A directors to expire at
the 2005 Annual Meeting of Shareholders, the term of office of Class B directors
to expire at the 2003 Annual Meeting of Shareholders, and the term of office of
Class C directors to expire at the 2004 Annual Meeting of Shareholders, upon
election and qualification of their successors. At each annual meeting of
shareholders after such classification, qualification, and election, directors
elected to succeed those directors whose terms shall have expired shall be
elected for a full term of office,



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as applicable, to expire at the third ensuing annual meeting of shareholders
after their election, upon election and qualification of their successors. The
directors of the Corporation, except for any director(s) who may be elected as
otherwise provided by or fixed pursuant to the provisions of Article IV, Section
8 (Class C Preferred Stock) of the Articles of Incorporation with respect to the
right(s) of holders of any Preferred Stock or series of Preferred Stock to elect
any additional director(s), shall be elected in accordance with this Section 3.3
(Staggered Board and Election) by the shareholders of the Corporation entitled
to vote thereon at each annual meeting of shareholders. Each director shall be
at least 21 years of age. Directors need not be shareholders of the Corporation.
In any election of directors, the persons receiving a plurality of the votes
cast, up to the number of directors to be elected in such election, shall be
deemed elected.

         3.4 Resignation or Removal. Directors may resign at any time by giving
notice to the Corporation in writing or by electronic transmission. "Electronic
transmission" means a form of communication that: (a) does not directly involve
the physical transmission of paper; (b) creates a record that may be retained,
retrieved, and reviewed by the recipient; and (c) may be directly reproduced in
paper form by the recipient through an automated process. Subject to the right
of the holders of any Preferred Stock or series of Preferred Stock then
outstanding, any director, or the entire Board of Directors, may be removed from
office at any time, but only for "cause" (as defined below) and only by the
affirmative vote of the holders of at least sixty-six and two-thirds percent
(66 2/3%) of the voting power of the Voting Stock (as defined below), voting
together as a single class. Except as may otherwise be provided by law, "cause"
for removal shall exist only if any director whose removal has been proposed:

                  (a) has been convicted of a felony by a court of competent
         jurisdiction and such conviction is no longer subject to direct appeal,

                  (b) has been adjudged by a court of competent jurisdiction to
         be liable for gross negligence or misconduct in the performance of the
         duties of such director to the Corporation in connection with a matter
         of substantial importance to the Corporation, and such adjudication has
         become final and non-appealable, or

                  (c) has missed three (3) consecutive meetings of the Board of
         Directors.

         For purposes of these Bylaws, the term "Voting Stock" shall mean all
issued and outstanding shares of stock of the Corporation entitled to vote
generally in the election of directors or that otherwise are entitled to vote
with such stock on the specific matter in question.

         3.5 Vacancies. Subject to the rights of the holders of any Preferred
Stock or series of Preferred Stock then outstanding, any vacancy occurring in
the Board of Directors by reason of resignation or removal or any directorship
to be filled by reason of an increase in the number of directors may be filled
by election at an annual or special meeting of shareholders called for that
purpose or may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the board of directors; provided,
however, that a directorship to be filled by reason of an increase in the number
of directors may be filled by the Board of Directors for a term of office
continuing only until the next election of one or more directors by the
shareholders and the Board of Directors may not fill more than two such
directorships during the period between any two successive annual meetings of
shareholders. A director elected to fill a



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vacancy, other than a vacancy filled by the Board of Directors by reason of an
increase in the number of directors, shall be elected for the unexpired term of
his predecessor in office.

         3.6 Nominations, Ballots, and Cumulative Voting. Advance notice of
nominations for the election of directors of the Corporation shall be given in
accordance with Section 2.14 of these Bylaws. Election of directors need not be
by written ballot unless these Bylaws shall so provide. No holders of shares of
stock of the Corporation shall have any right(s) to cumulate votes in the
election of directors of the Corporation.

         3.7 Preferred Stock Directors. Notwithstanding the foregoing, whenever
the holders of any Preferred Stock or series of Preferred Stock shall be
entitled to elect any additional director(s) at an annual or special meeting of
shareholders, the election, term of office, filling of vacancies, and other
terms and features of such directorship(s) shall be governed by the terms and
features of the Articles of Incorporation, and any resolution(s) adopted
pursuant thereto, and the director(s) so elected shall not be divided into
classes pursuant to this Section 3 (Board of Directors) unless expressly
provided by such terms and features.

                      4. Meetings of the Board of Directors

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

         4.2 Regular Meetings. Regular meetings of the board of directors shall
be held at such dates and times and at such places as shall from time to time be
determined by the board of directors. Regular meetings may be held with or
without notice, as determined by the board of directors.

         4.3 Special Meetings. Special meetings of the board of directors may be
called by the chairman of the board of directors or the president and shall be
called by the secretary on the written request of any two directors. Notice of
each special meeting of the board of directors shall be given to each director
at least 48 hours before the meeting is scheduled to convene.

         4.4 Notice and Waiver of Notice. Notice of the date, time, place or
purpose of a regular or special meeting of the board of directors may be given
to the director by "electronic transmission" (as defined in Section 3.4 above).
Such director may revoke this method of notice in writing at any time. The
director's consent is deemed to be revoked if the Corporation is unable to
deliver by electronic transmission two consecutive notices, and the secretary of
the Corporation or other person responsible for delivering the notice on behalf
of the Corporation knows that the delivery of these two electronic transmissions
was unsuccessful. The inadvertent failure to treat the unsuccessful
transmissions as a revocation of the director's consent does not invalidate a
meeting or other action. An affidavit of the secretary or other agent of the
Corporation that notice has been given by electronic transmission is, in the
absence of fraud, prima facie evidence that notice was given. Attendance of a
director at any meeting shall constitute a waiver of notice of such meeting,
except where a director attends for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened. Except as may be otherwise provided by law or by the
Articles of Incorporation or by these Bylaws, neither the business to be
transacted at, nor the purpose of, any



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regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.

         4.5 Quorum of Directors; Vote Required. At all meetings of the Board of
Directors a majority of the Directors shall constitute a quorum for the
transaction of business and the act of a majority of the Directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of Directors, the
Directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         4.6 Action Without Meetings. Any action required or permitted to be
taken at a meeting of the board of directors or any committee may be taken
without a meeting if a consent in writing, setting forth the action so taken, is
signed by all the members of the board of directors or committee, as the case
may be.

         4.7 Committees.

         (a) The board of directors, by resolution adopted by a majority of the
directors present at a meeting called specifically for such purpose, may
designate from among its members one or more committees, each of which shall be
comprised of one or more of its members, and may designate one or more of its
members as alternate members of any committee, who may, subject to any
limitations imposed by the board of directors, replace absent or disqualified
members at any meeting of that committee. Any such committee, to the extent
provided in such resolution shall have and may exercise all of the authority of
the board of directors, subject to the limitations set forth below and in the
Act.

         (b) No committee of the board of directors shall have the authority of
the board of directors in reference to:

                  1. amending the Articles of Incorporation, except that a
         committee may, to the extent provided in the resolution designating
         that committee or in the Articles of Incorporation or the Bylaws,
         exercise the authority of the board of directors vested in it in
         accordance with Article 2.13 of the Act;

                  2. proposing a reduction of the stated capital of the
         Corporation in the manner permitted by Article 4.12 of the Act;

                  3. approving a plan of merger or share exchange of the
         Corporation;

                  4. recommending to the shareholders the sale, lease, or
         exchange of all or substantially all of the property and assets of the
         Corporation otherwise than in the usual and regular course of its
         business;

                  5. recommending to the shareholders a voluntary dissolution of
         the Corporation or a revocation thereof;



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                  6. amending, altering, or repealing these Bylaws of the
         Corporation or adopting new Bylaws of the Corporation;

                  7. filling vacancies in the board of directors;

                  8. filling vacancies in or designating alternate members of
         any such committee;

                  9. filling any directorship to be filled by reason of an
         increase in the number of directors;

                  10. electing or removing officers of the Corporation or
         members or alternate members of any such committee;

                  11. fixing the compensation of any member or alternate members
         of such committee; or

                  12. altering or repealing any resolution of the board of
         directors that by its terms provides that it shall not be so amendable
         or repealable.

         (c) Unless the resolution designating a particular committee, the
Articles of Incorporation, or these Bylaws expressly so provide, no committee of
the board of directors shall have the authority to authorize a distribution or
to authorize the issuance of shares of the Corporation.

         (d) The designation of a committee of the board of directors and the
delegation thereto of authority shall not operate to relieve the board of
directors, or any member thereof, of any responsibility imposed by law.

         4.8 Compensation. The Directors shall receive such compensation for
their services as directors as may be determined by resolution of the board of
directors. Each Director shall be reimbursed for travel and other reasonable
out-of-pocket expenses incurred by such Director in attending regular and
special meetings of the board of directors or any committee. The receipt of
compensation or reimbursement of expenses shall not preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.



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<PAGE>



                                   5. Officers

         5.1 Election, Number, Qualification, Term, Compensation. The officers
of the Corporation shall be elected by the board of directors and shall consist
of a president, a vice-president, a secretary and a treasurer. The board of
directors may also elect a chairman of the board, additional vice-presidents,
one or more assistant secretaries and assistant treasurers and such other
officers and assistant officers and agents as it shall deem necessary, who shall
hold their offices for such terms and shall have such authority and exercise
such powers and perform such duties as shall be determined from time to time by
the board by resolution not inconsistent with these Bylaws. Two or more offices
may be held by the same person. None of the officers need be directors except
the president. The board of directors shall have the power to enter into
contracts for the employment and compensation of officers for such terms as the
board deems advisable.

         5.2 Removal. The officers of the Corporation shall hold office until
their successors are elected or appointed and qualify, or until their death or
until their resignation or removal from office. Any officer elected or appointed
by the board of directors may be removed at any time by the board, with or
without cause. Such removal shall be without prejudice to the contract rights,
if any, of the person so removed. Election or appointment of an officer shall
not of itself create contract rights.

         5.3 Vacancies. Any vacancy occurring in any office of the Corporation
by death, resignation, removal or otherwise shall be filled by the board of
directors.

         5.4 Authority. Officers and agents shall have such authority and
perform such duties in the management of the Corporation as may be provided in
these Bylaws.

         5.5 Chairman of the Board. The chairman of the board, if one is
elected, shall preside at all meetings of the board of directors and of the
shareholders and shall have such other powers and duties as may from time to
time be prescribed by the board of directors upon written directions given to
him pursuant to resolutions duly adopted by the board of directors.

         5.6 President. The president shall be the chief executive officer of
the Corporation, shall have general and active management of the business and
affairs of the Corporation and shall see that all orders and resolutions of the
board of directors are carried into effect. He shall preside at all meetings of
the shareholders and of the board of directors, unless a chairman of the board
has been elected, in which event the president shall preside at meetings of the
shareholders and of the board of directors in the absence or disability of the
chairman of the board.

         5.7 Vice-President. Vice-presidents, including executive
vice-presidents and senior vice-presidents, in the order of their seniority,
unless otherwise determined by the board of directors, shall, in the absence or
disability of the president, perform the duties and have the authority and
exercise the powers of the president. They shall perform such other duties and
have such other authority and powers as the board of directors may from time to
time prescribe or as the president may from time to time delegate.



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<PAGE>



         5.8 Secretary. The secretary shall attend all meetings of the board of
directors and all meetings of shareholders and record all of the proceedings of
the meetings of the board of directors and of the shareholders in a minute book
to be kept for that purpose and shall perform like duties for the 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 president, under whose supervision he shall be. He shall keep in safe custody
the seal of the Corporation and, when authorized by the board of directors,
shall affix the same to any instrument requiring it and, when so affixed, it
shall be attested by his signature or by the signature of an assistant secretary
or of the treasurer.

         5.9 Treasurer.

         (a) The treasurer shall have custody of the corporate funds and
securities and shall keep full and accurate accounts and records of receipts,
disbursements and other transactions 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.

         (b) The treasurer shall disburse the funds of the Corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the president or board of directors so requires,
an account of all his transactions as treasurer and of the financial condition
of the Corporation.

         (c) If required by the board of directors, the treasurer shall give the
Corporation a bond of such type, character and amount as the board of directors
may require.

         5.10 Assistant Secretary and Assistant Treasurer. In the absence of the
secretary or treasurer, an assistant secretary or assistant treasurer,
respectively shall perform the duties of the secretary or treasurer. Assistant
treasurers may be required to give bond as provided in section 5.9(c). The
assistant secretaries and assistant treasurers, in general shall have such
powers and perform such duties as the treasurer or secretary, respectively, or
the board of directors or president may prescribe.

                       6. Certificates Representing Shares

         6.1 Certificates. The shares of the Corporation shall be represented by
certificates signed by the president or a vice-president and the secretary or an
assistant secretary of the Corporation, and may be sealed with the seal of the
Corporation or a facsimile thereof. The signatures of the president or
vice-president and the secretary or assistant secretary upon a certificate may
be facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the Corporation itself or an employee of
the Corporation. The certificates shall be consecutively numbered and shall be
entered in the books of the Corporation as they are issued. Each certificate
shall state on the face thereof the holder's name, the number and class of
shares, and the par value of such shares or a statement that such shares are
without par value.



                                       12
<PAGE>



         6.2 Payment, Issuance. Shares may be issued for such consideration, not
less than the par value thereof, as may be fixed from time to time by the board
of directors. The consideration for the payment of shares shall consist of money
paid, labor done or property actually received. Shares may not be issued until
the full amount of the consideration fixed therefor has been paid.

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

         6.4 Registration of Transfer. 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. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto and
the old certificate canceled and the transaction recorded upon the books of the
Corporation.

         6.5 Registered Owner. The Corporation shall be entitled to recognize
the exclusive right of a person registered on its books as of the record date as
the owner of shares to receive dividends or other distributions, and to vote as
such owner, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of the State of Texas. The person in whose name the shares are or
were registered in the stock transfer books of the Corporation as of the record
date shall be deemed to be the owner of the shares registered in his name at
that time. Neither the Corporation nor any of its officers, directors, or agents
shall be under any liability for making such a distribution to a person in whose
name shares were registered in the stock transfer books as of the record date or
to the heirs, successors, or assigns of the person, even though the person, or
his heirs, successors, or assigns, may not possess a certificate for shares.

                                  7. Dividends

         7.1 Declaration and Payment. Subject to the Act and the Articles of
Incorporation, dividends may be declared by the board of directors, in its
discretion, at any regular or special meeting, pursuant to law and may be paid
in cash, in property or in the Corporation's own shares.

         7.2 Reserves. Before payment of any dividend, the board of directors,
by resolution, may create a reserve or reserves out of the Corporation's surplus
or designate or allocate any part or all of such surplus in any manner for any
proper purpose or purposes, and may increase, create, or abolish any such
reserve, designation, or allocation in the same manner.



                                       13
<PAGE>



               8. Protection of Officers, Directors and Employees

         8.1 Indemnification. The Corporation shall indemnify any person who
was, is, or is threatened to be made a named defendant or respondent in a
proceeding (which term shall mean any threatened or pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such an action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding) because the person is or was a director of the Corporation,
or who, while a director of the Corporation, is or was serving at the request of
the Corporation as a director, officer, employee or agent of another foreign or
domestic corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise (such person being referred to in this
part 8 as an indemnified person) as follows:

         (a) An indemnified person shall be indemnified against judgments,
penalties (including excise and similar taxes), fines, settlements and
reasonable expenses (including, without limitation, court costs and attorneys
fees) actually incurred by the indemnified person in connection with the
proceeding; but if an indemnified person (i) is found liable to the Corporation
or (ii) is found liable on the basis that personal benefit was improperly
received by him, whether or not the benefit resulted from an action taken in his
official capacity (as such term is defined in Art. 2.02-1.A of the Act), the
indemnification (x) shall be limited to reasonable expenses actually incurred by
the director in connection with the proceeding and (y) shall not be made in
respect of any proceeding in which the indemnified person shall have been found
liable for willful or intentional misconduct in the performance of his duty to
the Corporation.

         (b) An indemnified person shall be indemnified against obligations
resulting from the proceedings referred to in paragraph (a) above only if it is
determined in accordance with paragraph (c) below that he conducted himself in
good faith and reasonably believed, in the case of conduct in his official
capacity, that his conduct was in the Corporation's best interest, and in all
other cases that his conduct was at least not opposed to the Corporation's best
interests. In the case of any criminal proceeding, an additional determination
must be made that such indemnified person had no reasonable cause to believe his
conduct was unlawful.

         (c) A determination of indemnification under paragraph (b) above must
be made:

                  (i) by a majority vote of a quorum consisting of directors who
         at the time of the vote are not named defendants or respondents in the
         proceeding;

                  (ii) if such a quorum cannot be obtained, by a majority vote
         of a committee of the Board of Directors, designated to act in the
         matter by a majority vote of all directors, consisting solely of two or
         more directors who at the time of the vote are not named defendants or
         respondents in the proceeding;

                  (iii) by special legal counsel selected by the Board of
         Directors or a committee of the Board by vote as set forth in (i) or
         (ii) above, or, if such quorum cannot be obtained and such a committee
         cannot be established, by a majority vote of all directors, or



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<PAGE>



                  (iv) by the shareholders in a vote that excludes the shares
         held by directors who are named defendants or respondents in the
         proceeding.

         (d) Authorization of indemnification and determination as to
reasonableness of expenses must be made in the same manner as is the
determination that indemnification is permissible, as set forth in paragraph (c)
above, except that if the determination that indemnification is permissible is
made by special legal counsel, authorization of indemnification and
determination as to the reasonableness of expenses must be made in the manner
specified in clause (iii) of paragraph (c) above for the selection of special
counsel.

         (e) The indemnification permitted under this section 8.1 shall be
mandatory and this paragraph (e) shall be deemed, in accordance with Article
2.02-1.G. of the Act, to constitute authorization of indemnification in the
manner required by this section 8.01 and by Article 2.02-1.G. of the Act.

         8.2 Indemnification for Reasonable Expenses. The Corporation shall
indemnify an indemnified person against reasonable expenses (including, without
limitation, court costs and attorneys fees) incurred by him in connection with a
proceeding in which he is named defendant or respondent because he is or was an
indemnified person if he has been wholly successful, on the merits or otherwise,
in the defense of the proceeding.

         8.3 Expenses Advanced. The Corporation may pay or reimburse in advance
of the final disposition of a proceeding any reasonable expenses (including,
without limitation, court costs and attorneys fees) incurred by an indemnified
person who was, is, or is threatened to be made a named defendant or respondent
in a proceeding, and without the necessity of making any of the determinations
specified in section 8.1(c) and 8.1(d) hereof, after the Corporation receives a
written affirmation by the indemnified person of his good faith belief that he
has met the standard of conduct necessary for indemnification as set forth
herein and a written undertaking by or on behalf of the indemnified person
containing the unlimited general obligation of the indemnified person to repay
the amount paid or reimbursed if it is ultimately determined that he has not met
those requirements. Notwithstanding any other provision of this part 8, the
Corporation may pay or reimburse expenses incurred by an indemnified person in
connection with his appearance as a witness or other participation in a
proceeding at a time when he is not a named defendant or respondent in the
proceeding.

         8.4 Insurance. The Corporation may purchase and maintain insurance or
another arrangement on behalf of any person who is or was a director or an
officer, employee, agent of the Corporation or who is or was serving at the
request of the Corporation as a director, officer, employee, agent or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
Corporation would have the power to indemnify such person against that liability
under these Bylaws or the Act.

         8.5 Officers, Employees and Agents. An officer of the Corporation shall
be indemnified to the same extent as a director, and is entitled to seek
indemnification under this part 8 to the same extent as a director. The
Corporation may indemnify and advance expenses to



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<PAGE>



an employee or agent of the Corporation, and persons who are not or were not
officers, employees, or agents of the Corporation but who are or were serving at
the request of the Corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another foreign
or domestic corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan, or other enterprise, to the same extent that it may
indemnify and advance expenses to directors under this part 8 or to such further
extent as may be permitted or required by law.

         8.6 Other Protection and Indemnification. The protection and
indemnification provided hereunder shall not be deemed exclusive of any other
rights to which such person may be entitled under any agreement, insurance
policy, vote of shareholders, law, or otherwise.

         8.7 Notice of Indemnification of or Advance of Expenses. Any
indemnification of or advance of expenses to a person in accordance with this
part 8 shall be reported in writing to the shareholders with or before the
notice or waiver of notice of the next shareholders' meeting or with or before
the next submission to shareholders of a consent to action without a meeting
pursuant to Article 9.10.A, of the Act, and, in any case, within the 12-month
period immediately following the date of the indemnification or advance.

                              9. General Provisions

         9.1 Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the board of directors.

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

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

         9.4 Amendment. Unless otherwise provided by the Articles of
Incorporation or unless the shareholders in amending, adopting or repealing a
particular Bylaw provision expressly provide that the directors may not amend or
repeal such provision, these Bylaws may be altered, amended or repealed and new
Bylaws may be adopted, at any meeting of the Board of Directors at which a
quorum is present, by the affirmative vote of at least two-thirds (2/3) of the
entire Board of Directors, provided notice of the proposed alteration,
amendment, or repeal is contained in the notice of the meeting. Unless otherwise
provided in the Articles of Incorporation or by a Bylaw adopted by the
shareholders as to all or some portion of these Bylaws, the shareholders may
amend, repeal, or adopt Bylaws of the Corporation by the affirmative vote of the
holders of a majority of the shares outstanding and entitled to vote thereon at
any meeting of the shareholders, provided that notice of the proposed Bylaw
action is contained in the provided notice of the meeting, even though the
Bylaws may also be amended, repealed, or adopted by the Board of Directors. Any
action not permitted under these Bylaws as



                                       16
<PAGE>



in effect on the date of the giving of notice of a meeting of shareholders
regarding a proposal to alter, amend, repeal or adopt new bylaws in a manner to
permit such action, may not be submitted for a vote by the shareholders at, nor
may it be the subject of a prior notice of a special meeting to the Secretary of
the Corporation pursuant to these Bylaws prior to, the meeting at which the
Bylaws are altered, amended or repealed or new bylaws are adopted.

         9.5 Notice. Except as provided in Section 4.4 above, any notice to
directors or shareholders shall be in writing and shall be delivered personally
or mailed to the directors or shareholders at their respective addresses
appearing on the books of the Corporation. Notice by mail shall be deemed to be
given at the time when the same shall be deposited in the United States mail,
postage prepaid. Notice to directors may also be given by facsimile transmittal.
Whenever any notice is required to be given under the provisions of applicable
statutes or of the Articles of Incorporation or of these Bylaws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.



Dated: March 19, 2004                     /s/ JEFFREY J. WOOLEY
                                         ---------------------------------------
                                          Jeffrey J. Wooley, Secretary





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