AMENDED AND RESTATED BY-LAWS
                           (Effective August 26, 1999)

                                       OF

                               MAYNARD OIL COMPANY


                                    ARTICLE I
                                    ---------

                                     OFFICES
                                     -------

                  Section 1.1.  Registered  Office. The registered office of the
corporation  shall be maintained in the City of  Wilmington,  State of Delaware,
and the registered agent in charge thereof is The Corporation Trust Company.

                  Section 1.2.  Other  Offices.  The  corporation  may also have
offices at such other  places  both  within and without the State of Delaware as
the board of directors of the corporation  (the "Board of Directors"),  may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II
                                   ----------

                             STOCKHOLDERS' MEETINGS
                             ----------------------

                  Section  2.1.   Place  of   Meetings.   All  meetings  of  the
stockholders,  whether  annual or  special,  shall be held at the offices of the
corporation in Dallas,  Texas,  or at such other place as may be fixed from time
to time by the Board of Directors.

                  Section  2.2.  Annual  Meetings.  An  annual  meeting  of  the
stockholders, commencing with the year 1994, shall be held on the third Thursday
of May in  each  year,  but if a legal  holiday  then on the  next  secular  day
following,  at 9:30  a.m.,  or at such  other  date  and  time as the  Board  of
Directors may  determine,  at which they shall elect a Board of  Directors,  and
transact such other business as may properly be brought before the meeting.

                  Section 2.3.  Notice of Meeting.  Written notice of the annual
meeting stating the place, date and hour of the meeting, shall be given not less
than ten nor more  than  sixty  days  before  the  date of the  meeting  to each
stockholder  entitled to vote at such meeting.  If mailed,  notice is given when
deposited  in  the  United  States  mail,  postage  prepaid,   directed  to  the
stockholder at his address as it appears on the records of the corporation.

                  Section  2.4.  Stockholders'  List.  At least ten days  before
every meeting of stockholders,  a complete list of the stockholders  entitled to
vote at said meeting,  arranged in alphabetical order and showing the address of
each  stockholder  and the  number  of  shares  registered  in the  name of each
stockholder,  shall be prepared by the Secretary. Such list shall be open to the
examination of any stockholder,  for any purpose germane to the meeting,  during
ordinary  business hours, for a period of at least ten days prior to the meeting
at the place  where the  meeting is to be held.  The list shall also be produced


<PAGE>

and kept at the time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present.

                  Section  2.5.  Special  Meetings.   Special  meetings  of  the
stockholders,  for any  purpose or  purposes,  unless  otherwise  prescribed  by
statute or by the Certificate of Incorporation, may be called by the Chairman of
the  Board or by the  President  and shall be  called  by the  Secretary  at the
request in writing of a majority of the Board of Directors, or at the request in
writing  of  stockholders  owning  at least  30% of the  number of shares of the
corporation  issued and  outstanding  and entitled to vote.  Such request  shall
state the purpose or purposes of the proposed meeting.

                  Section 2.6. Notice of Special  Meetings.  Written notice of a
special meeting, stating the place, date and hour of the meeting and the purpose
or purposes  for which the  meeting is called,  shall be given not less than ten
nor more than sixty  days  before  the date of the  meeting to each  stockholder
entitled to vote at such meeting.  If mailed,  notice is given when deposited in
the United States mail,  postage  prepaid,  directed to the  stockholder  at his
address as it appears on the records of the corporation.  Business transacted at
any special meeting of  stockholders  shall be limited to the purposes stated in
the notice.

                  Section 2.7.  Quorum.  The holders of a majority of the shares
issued  and  outstanding  and  entitled  to vote  thereat,  present in person or
represented  by proxy,  shall be requisite and shall  constitute a quorum at all
meetings of the stockholders for the transaction of business except as otherwise
provided by statute,  by the Certificate of  Incorporation  or by these By-Laws.
If,  however,  such quorum shall not be present or represented at any meeting of
the stockholders,  the stockholders entitled to vote thereat,  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,  of the place,
date and hour of the adjourned meeting, until a quorum shall again be present or
represented  by  proxy.  At the  adjourned  meeting  at which a quorum  shall be
present or represented by proxy, the corporation may transact any business which
might have been  transacted at the original  meeting.  If the adjournment is for
more than thirty days, or if after the  adjournment,  a new record date is fixed
for the adjourned  meeting,  a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

                  Section 2.8. Voting.  When a quorum is present at any meeting,
and subject to the  provisions  of the General  Corporation  Law of the State of
Delaware, the Certificate of Incorporation or by these By-Laws in respect of the
vote that shall be required for a specified action, the vote of the holders of a
majority of the shares having voting power,  present in person or represented by
proxy,  shall  decide any  question  brought  before  such  meeting,  unless the
question  is one upon  which,  by express  provision  of the  statutes or of the
Certificate of Incorporation  or of these By-Laws,  a different vote is required
in which case such  express  provision  shall govern and control the decision of
such  question.  Each  stockholder  shall  have one vote for each share of stock
having  voting  power  registered  in his name on the books of the  corporation,
except as otherwise provided in the Certificate of Incorporation.

                  Section 2.9. Proxies.  Each stockholder  entitled to vote at a
meeting of stockholders or to express consent or dissent to corporate  action in


<PAGE>

writing without a meeting may authorize another person or persons to act for him
by proxy,  but no such proxy shall be voted or acted upon after three years from
its date,  unless the proxy provides for a longer period,  and, except where the
transfer books of the corporation have been closed or a date has been fixed as a
record date for the determination of the stockholders entitled to vote, no share
of stock  shall  be  voted  on at any  election  for  directors  which  has been
transferred  on the books of the  corporation  within twenty days next preceding
such  election of  directors.  At each meeting of  stockholders,  and before any
voting commences,  all proxies filed at or before the meeting shall be submitted
to and examined by the Secretary or a person designated by the Secretary, and no
shares  may be  represented  or voted  under a proxy  that has been  found to be
invalid or irregular.

                  Section  2.10.   Majority   Consent.   Whenever  the  vote  of
stockholders at a meeting thereof is required or permitted to be taken for or in
connection with any corporate action by any provisions of the statutes or of the
Certificate  of  Incorporation  or these  By-Laws,  the  meeting,  notice of the
meeting,  and vote of stockholders may be dispensed with if stockholders  owning
stock having not less than the minimum  number of votes which,  by statute,  the
Certificate of  Incorporation  or these  By-Laws,  is required to authorize such
action at a meeting at which all shares  entitled to vote  thereon  were present
and voted  shall  consent in  writing  to such  corporate  action  being  taken;
provided  that prompt notice of the taking of such action must be given to those
stockholders  who have not  consented in writing.  No written  consent  shall be
effective to take the corporate action referred to therein unless,  within sixty
days of the earliest dated consent  delivered to the  corporation as required by
this section,  written consents signed by the holders of a sufficient  number of
shares to take such corporate action are so recorded.  Any action taken pursuant
to such  written  consent or  consents of the  stockholders  shall have the same
force and effect as if taken by the stockholders at a meeting thereof.

         Section 2.11. Stockholder Proposals. Any proposals which may be made by
stockholders of the corporation with respect to actions to be taken by the Board
of Directors of the corporation,  other than nominations for the election of the
directors, must be made by notice in writing, delivered or mailed by first class
United States mail,  postage  prepaid,  to the Secretary of the  corporation not
less than ninety nor more than one hundred twenty days prior to the  anniversary
of the preceding year's annual meeting of the stockholders;  provided,  however,
that in the event that the date of the annual  meeting is  advanced by more than
30 days or delayed by more than 60 days from such  anniversary  date,  notice by
the stockholder,  to be timely, must be so delivered not later than the 14th day
following the date on which public  announcement  of the date of such meeting is
first made.

                  Each  notice  hereunder  shall set  forth  (i) the name,  age,
business address and residence address of the proponent of each proposal in such
notice, (ii) the principal occupation or employment of each such proponent,  and
(iii) the number of shares of stock of the  corporation  which are  beneficially
owned by each such proponent.

                  The  Chairman  of  the  meeting  may,  if the  facts  warrant,
determine  and declare to the meeting that a proposal was not made in accordance
with the foregoing procedure, and, in such case, the defective proposal shall be
disregarded.


<PAGE>
                                   ARTICLE III
                                   -----------

                                    DIRECTORS
                                    ---------

                  Section 3.1.  General Powers.  The business and affairs of the
corporation shall be managed by or under the direction of the Board of Directors
which may exercise all such powers of the  corporation  and do all such acts and
things as are not by the General Corporation Law of the State of Delaware nor by
the Certificate of Incorporation nor by these By-Laws directed or required to be
exercised or done by the stockholders.

                  Section 3.2. Number of Directors. The Board of Directors shall
consist of between three and nine  directors.  The specific  number of directors
shall  be  established  by  resolution  of the  directors  then in  office.  The
directors  shall be  elected at the annual  meeting  of  stockholders,  and each
director shall hold office until his successor is elected and qualified or until
his earlier resignation or removal.

                  Section  3.3.  Vacancies.  If the  office of any  director  or
directors   becomes  vacant  by  reason  of  death,   resignation,   retirement,
disqualification,  removal from office,  or otherwise,  or a new directorship is
created,  vacancies may be filled by a majority of the directors then in office,
though less than a quorum, and each director so chosen shall hold office until a
successor is duly elected and qualified or his earlier resignation or removal.

                  Section  3.4.  Removal and  Resignation.  Any  director or the
entire Board of Directors may be removed at any time,  with or without cause, by
the holders of a majority of the shares then  entitled to vote at an election of
directors.  Any  director  may  resign  at any time upon  written  notice to the
corporation.  Such written  resignation  shall take effect at the time specified
therein, and if no time be specified, at the time of its receipt by the Chairman
of the Board, the President or Secretary.  The acceptance of a resignation shall
not be necessary to make it effective.

                  Section  3.5.  Place of Meetings.  The Board of Directors  may
hold its  meetings  outside  of the State of  Delaware,  at the  offices  of the
corporation or at such other places as they may from time to time determine,  or
as shall be fixed  in the  respective  notices  or  waivers  of  notice  of such
meetings.

                  Section 3.6.  Committees of Directors.  The Board of Directors
may, by  resolution  or  resolutions  passed by a majority  of the whole  Board,
designate one or more  committees,  each  committee to consist of one or more of
the directors of the corporation.  The Board may designate one or more directors
as  alternate  members  of  any  committee,   who  may  replace  any  absent  or
disqualified member at any meeting of the committee.  Any such committee, to the
extent provided in the resolution of the Board of Directors,  shall have and may
exercise  all  the  powers  and  authority  of the  Board  of  Directors  in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require it; but no
such  committee  shall have the power or  authority in reference to amending the
Certificate of Incorporation,  adopting an agreement of merger or consolidation,
recommending  to  the  stockholders  the  sale,  lease  or  exchange  of  all or
substantially all of the corporation's property and assets,  recommending to the
stockholders a dissolution of the  corporation or a revocation of a dissolution,
or  amending  the  By-Laws,  of the  corporation;  and,  unless the  resolution,
By-Laws,  or  Certificate  of  Incorporation  expressly  so  provides,  no  such

<PAGE>


committee shall have the power or authority to declare a dividend,  to authorize
the issuance of stock or to adopt a certificate  of ownership  and merger.  Such
committee or committees  shall have such name or names as may be determined from
time to time by  resolution  adopted by the Board of Directors.  The  committees
shall keep regular minutes of their proceedings and report the same to the Board
of Directors when required.

                  Section 3.7.  Compensation of Directors.  Directors,  as such,
may receive  such stated  salary for their  services  and/or such fixed sums and
expenses of attendance  for attendance at each meeting of the Board of Directors
as may be established  by resolution of the Board;  provided that nothing herein
contained  shall  be  construed  to  preclude  any  director  from  serving  the
corporation in any other capacity and receiving compensation  therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                  Section 3.8. Annual  Meeting.  The annual meeting of the Board
of  Directors  shall be held  each  year at such  date and time as the  Board of
Directors may determine following the annual meeting of stockholders.  Notice of
such meeting, unless waived, shall be given by mail or telegram to each director
elected at such  annual  meeting,  at his  address as the same may appear on the
records of the corporation,  or in the absence of such address, at his residence
or usual  place of  business,  at least  three days before the day on which such
meeting is to be held.  Said  meeting may be held at such place as the Board may
fix from time to time or as may be  specified  or fixed in such notice or waiver
thereof.

                  Section 3.9. Special  Meetings.  Special meetings of the Board
of  Directors  may be held at any time on the call of the Chairman of the Board,
the President or at the request in writing of any two (2)  directors.  Notice of
any such meeting, unless waived, shall be given by mail or telegram,  telecopier
or telex to each  director at his address as the same  appears on the records of
the  corporation not less than one day prior to the day on which such meeting is
to be held if such notice is by telegram, telecopier or telex, and not less than
two days prior to the day on which the  meeting is to be held if such  notice is
by mail.  If the  Secretary  shall fail or refuse to give such notice,  then the
notice may be given by the officer or any one of the directors  making the call.
Any such  meeting  may be held at such  place as the  Board may fix from time to
time or as may be  specified  or fixed in such  notice  or waiver  thereof.  Any
meeting of the Board of Directors  shall be a legal  meeting  without any notice
thereof having been given, if all the directors shall be present thereat, and no
notice of a meeting  shall be  required  to be given to any  director  who shall
attend such meeting.

                  Section 3.10.  Action Without Meeting.  Any action required or
permitted to be taken at any meeting of the Board of Directors or any  committee
thereof may be taken without a meeting,  if a written  consent to such action is
signed by all members of the Board or of such committee, as the case may be, and
such written  consent is filed with the minutes of  proceedings  of the Board of
Directors.

                  Section  3.11.  Presence at  Meeting.  Members of the Board of
Directors,  or any  committee  designated  by the Board,  may  participate  in a
meeting of the Board or  committee by means of  conference  telephone or similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other,  and  participation  in a meeting  pursuant to this
section shall constitute presence in person at such meeting.


<PAGE>


                  Section 3.12. Quorum and Manner of Acting. Except as otherwise
provided in these By-Laws, a majority of the total number of directors as at the
time  specified by the By-Laws  shall  constitute a quorum at any meeting of the
Board of Directors.  Except as otherwise provided by statute, by the Certificate
of  Incorporation  or by these By-Laws,  the vote of a majority of the directors
present  at any  meeting  at which a quorum is  present  shall be the act of the
Board of  Directors.  In the absence of a quorum,  a majority  of the  directors
present  may  adjourn  the  meeting  from time to time  until a quorum  shall be
present.  Notice of any adjourned meeting need not be given,  except that notice
shall be given to all directors if the adjournment is for more than thirty days.

                  Section  3.13.  Nominations.  Nominations  for the election of
directors may be made by the Board of Directors or by any  stockholder  entitled
to vote for the election of directors.  Such nominations shall be made by notice
in writing,  delivered  or mailed by first class  United  States  mail,  postage
prepaid,  to the Secretary of the corporation not less than ninety nor more than
one hundred twenty days prior to the anniversary of the preceding  year's annual
meeting of the stockholders;  provided, however, that in the event that the date
of the annual  meeting is  advanced by more than 30 days or delayed by more than
60 days from such anniversary  date,  notice by the  stockholder,  to be timely,
must be so  delivered  not later than the 14th day  following  the date on which
public announcement of the date of such meeting is first made.

                  Each  notice  hereunder  shall set  forth  (i) the name,  age,
business  address and if known,  residence  address of each nominee  proposed in
such notice,  (ii) the principal  occupation or employment of each such nominee,
and  (iii)  the  number  of  shares  of  stock  of  the  corporation  which  are
beneficially owned by each such nominee.

                  The  Chairman  of  the  meeting  may,  if the  facts  warrant,
determine  and  declare  to the  meeting  that a  nomination  was  not  made  in
accordance  with the  foregoing  procedure,  and,  in such case,  the  defective
nomination shall be disregarded.

                                   ARTICLE IV
                                   ----------

                                    OFFICERS
                                    --------

                  Section 4.1. Executive Officers. The executive officers of the
corporation  shall be a Chairman  of the Board,  President,  such number of Vice
Presidents,  if any, as the Board of Directors may determine,  a Secretary and a
Treasurer. One person may hold any number of said offices.

                  Section 4.2.  Election,  Term of Office and  Eligibility.  The
executive  officers of the corporation shall be elected annually by the Board of
Directors at its annual meeting; provided that new or additional officers may be
elected at any meeting of the Board.  Each officer,  except such officers as may
be appointed in accordance with the provisions of Section 4.3, shall hold office
until the next annual  election of officers or until his death,  resignation  or
removal.  The Chairman of the Board shall be and remain a member of the Board of
Directors. None of the other officers need be members of the Board.


<PAGE>


                  Section 4.3. Subordinate Officers.  The Board of Directors may
appoint such Assistant Secretaries,  Assistant Treasurers,  Controller and other
officers,  and such agents as the Board may  determine,  to hold office for such
period and with such  authority and to perform such duties as the Board may from
time to time determine. The Board may, by specific resolution, empower the chief
executive officer of the corporation or a committee of the Board of Directors to
appoint any such subordinate officers or agents.

                  Section  4.4.   Removal.   The  Chairman  of  the  Board,  the
President, any Vice President, the Secretary and/or the Treasurer may be removed
at any time,  either with or without cause,  but only by the affirmative vote of
the majority of the total  number of  directors as at the time  specified by the
By-Laws.  Any  subordinate  officer  appointed  pursuant  to Section  4.3 may be
removed at any time,  either with or without cause,  by the majority vote of the
directors  present at any  meeting of the Board or by any  committee  or officer
empowered to appoint such subordinate officers.

                  Section  4.5 The  Chairman of the Board.  The  Chairman of the
Board shall be the chief  executive  officer of the  corporation.  He shall have
executive  authority  to see that all  orders  and  resolutions  of the Board of
Directors  are carried into effect,  and,  subject to the control  vested in the
Board of Directors by statute,  by the Certificate of  Incorporation or by these
By-Laws,  shall administer and be responsible for the management of the business
and affairs of the corporation. He shall preside at all meetings of stockholders
and of the Board of Directors;  and in general shall perform all duties incident
to the office of the Chairman of the Board and such other duties as from time to
time may be assigned to him by the Board of Directors.

                  Section 4.6. The President.  The President  shall perform such
duties as may from time to time be  assigned by the Board of  Directors,  or the
Chairman of the Board,  and in the absence or  disability of the Chairman of the
Board, shall perform the duties of the Chairman of the Board.

                  Section 4.7. The Vice Presidents.  In the event of the absence
or disability of the President,  the Board of Directors may designate  which one
of the Vice  Presidents  shall  perform  the duties of the  President.  The Vice
Presidents  shall also  perform  such  other  duties as from time to time may be
assigned to them by the Board of Directors or by the chief executive  officer of
the corporation.

                  Section 4.8.  The Secretary.  The Secretary shall:

         (a)  Keep the minutes of the meetings of the stockholders and of the
         Board of Directors;

         (b) See  that  all  notices  are  duly  given  in  accordance  with the
         provisions of these By-Laws or as required by law;

         (c) Be custodian of the records and of the seal of the  corporation and
         see that the seal or a facsimile or equivalent thereof is affixed to or
         reproduced  on all  documents,  the execution of which on behalf of the
         corporation under its seal is duly authorized;

<PAGE>


         (d)  Have charge of the stock record books of the corporation; and

         (e) In general, perform all duties incident to the office of Secretary,
         and such other duties as are provided by these By-Laws and as from time
         to time are  assigned to him by the Board of  Directors or by the chief
         executive officer of the corporation.

                  Section  4.9.  The  Assistant  Secretaries.  If  one  or  more
Assistant  Secretaries shall be appointed  pursuant to the provisions of Section
4.3 respecting subordinate officers,  then, at the request of the Secretary,  or
in  his  absence  or  disability,  the  Assistant  Secretary  designated  by the
Secretary  (or in the  absence  of  such  designations,  then  any  one of  such
Assistant  Secretaries)  shall  perform the duties of the  Secretary and when so
acting  shall have all the  powers  of,  and be subject to all the  restrictions
upon, the Secretary.

                  Section 4.10.  The Treasurer.  The Treasurer shall:

         (a) Receive and be responsible for all funds of and securities owned or
         held by the  corporation  and,  in  connection  therewith,  among other
         things: keep or cause to be kept full and accurate records and accounts
         for the corporation;  deposit or cause to be deposited to the credit of
         the  corporation  all moneys,  funds and securities so received in such
         bank or other  depositary  as the  Board  of  Directors  or an  officer
         designated by the Board may from time to time  establish;  and disburse
         or supervise the disbursement of the funds of the corporation as may be
         properly authorized;

         (b) Render to the Board of  Directors at any meeting  thereof,  or from
         time to time  whenever the Board of  Directors  or the chief  executive
         officer of the corporation may require, financial and other appropriate
         reports on the condition of the corporation; and

         (c) In  general,  perform  all the  duties  incident  to the  office of
         Treasurer and such other duties as from time to time may be assigned to
         him by the Board of Directors or by the chief executive  officer of the
         corporation.

                  Section  4.11.  The  Assistant  Treasurers.  If  one  or  more
Assistant  Treasurers  shall be appointed  pursuant to the provisions of Section
4.3 respecting subordinate officers,  then, at the request of the Treasurer,  or
in  his  absence  or  disability,  the  Assistant  Treasurer  designated  by the
Treasurer (or in the absence of such designation,  then any one of the Assistant
Treasurers)  shall  perform all the duties of the  Treasurer  and when so acting
shall have all the powers of and be subject to all the  restrictions  upon,  the
Treasurer.

                  Section 4.12. Salaries.  The salaries of the officers shall be
fixed  from  time to time by the Board of  Directors,  and no  officer  shall be
prevented  from  receiving  such  salary by reason of the fact that he is also a
director of the corporation.

                  Section  4.13.  Bonds.  If the Board of Directors or the chief
executive  officer  shall so require,  any  officer or agent of the  corporation
shall give bond to the  corporation  in such  amount and with such surety as the
Board of Directors or the chief executive officer,  as the case may be, may deem

<PAGE>


sufficient, conditioned upon the faithful performance of their respective duties
and offices.

                  Section 4.14.  Delegation of Duties. In case of the absence of
any officer of the corporation or for any other reason which may seem sufficient
to the Board of  Directors,  the Board of  Directors  may,  for the time  being,
delegate his powers and duties,  or any of them,  to any other officer or to any
director.

                                    ARTICLE V
                                    ---------

                                 SHARES OF STOCK
                                 ---------------

                  Section 5.1. Regulation.  Subject to the terms of any contract
of the  corporation,  the Board of Directors may make such rules and regulations
as it may deem expedient  concerning the issue,  transfer,  and  registration of
certificates for shares of the stock of the corporation,  including the issue of
new certificates for lost, stolen or destroyed  certificates,  and including the
appointment of transfer agents and registrars.

                  Section 5.2. Stock  Certificates.  Certificates  for shares of
the stock of the corporation  shall be respectively  numbered  serially for each
class of stock, or series thereof,  as they are issued,  shall be impressed with
the corporate seal or a facsimile  thereof,  and shall be signed by the Chairman
of the  Board,  the  President  or a Vice  President,  and by the  Secretary  or
Treasurer,  or an Assistant Secretary or an Assistant  Treasurer,  provided that
such signatures may be facsimiles on any certificate countersigned by a transfer
agent other than the corporation or its employee. Each certificate shall exhibit
the name of the  corporation,  the class (or  series of any class) and number of
shares represented  thereby,  and the name of the holder. Each certificate shall
be otherwise in such form as may be prescribed by the Board of Directors.

                  Section  5.3.   Restriction  on  Transfer  of  Securities.   A
restriction  on the transfer or  registration  of transfer of  securities of the
corporation  may be imposed  either by the  Certificate of  Incorporation  or by
these By-Laws or by an agreement  among any number of security  holders or among
such holders and the  corporation.  No  restriction  so imposed shall be binding
with  respect to  securities  issued  prior to the  adoption of the  restriction
unless the holders of the  securities  are parties to an  agreement  or voted in
favor of the restriction.

                  A restriction on the transfer of securities of the corporation
is permitted by this Section if it:

         (a) Obligates the holder of the  restricted  securities to offer to the
         corporation or to any other holders of securities of the corporation or
         to any other  person or to any  combination  of the  foregoing  a prior
         opportunity,  to be exercised  within a reasonable time, to acquire the
         restricted securities; or

         (b)  Obligates  the  corporation  or any  holder of  securities  of the
         corporation or any other person or any  combination of the foregoing to
         purchase  the  securities   which  are  the  subject  of  an  agreement
         respecting the purchase and sale of the restricted securities; or

<PAGE>

         (c) Requires the  corporation or the holders of any class of securities
         of  the  corporation  to  consent  to  any  proposed  transfer  of  the
         restricted  securities  or to approve the  proposed  transferee  of the
         restricted securities; or

         (d) Prohibits the transfer of the  restricted  securities to designated
         persons or classes of persons;  and such  designation is not manifestly
         unreasonable; or

         (e)  Restricts  transfer  or  registration  of transfer in any
         other lawful manner.

                  Unless noted  conspicuously  on the security,  a  restriction,
even though  permitted by this Section,  is ineffective  except against a person
with actual knowledge of the restriction.

                  Section 5.4.  Transfer of Shares.  Subject to the restrictions
permitted by Section 5.3, shares of the capital stock of the  corporation  shall
be  transferable on the books of the corporation by the holder thereof in person
or by his duly  authorized  attorney,  upon the surrender or  cancellation  of a
certificate or certificates  for a like number of shares.  Upon surrender to the
corporation  of a certificate  for shares duly endorsed or accompanied by proper
evidence of  succession,  assignment  or authority to transfer,  it shall be the
duty of the  corporation  to  issue a new  certificate  to the  person  entitled
thereto,  cancel the old certificate and record the transaction  upon its books.
As against the  corporation,  a transfer of shares can be made only on the books
of the corporation and in the manner hereinabove  provided,  and the corporation
shall be  entitled  to treat  the  registered  holder  of any share as the owner
thereof and shall not be bound to recognize  any  equitable or other claim to or
interest in such share on the part of any other person,  whether or not it shall
have express or other notice thereof, save as expressly provided by the statutes
of the State of Delaware.

                  Section 5.5. Fixing Date for  Determination of Stockholders of
Record.  (a) In order  that  the  corporation  may  determine  the  stockholders
entitled  to  notice  of or to  vote  at  any  meeting  of  stockholders  or any
adjournment  thereof, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of  Directors,  and which  record date shall not be more
than sixty nor less than ten days before the date of such meeting.  If no record
date is fixed  by the  Board  of  Directors,  the  record  date for  determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given,  or, if  notice  is  waived,  at the  close of  business  on the day next
preceding the day on which the meeting is held. A determination  of stockholders
of record  entitled to notice of or to vote at a meeting of  stockholders  shall
apply to any adjournment of the meeting;  providing,  however, that the Board of
Directors may fix a new record date for the adjourned meeting.

                  (b)  In  order  that  the   corporation   may   determine  the
stockholders  entitled  to consent  to  corporate  action in  writing  without a
meeting,  the Board of Directors may fix a record date,  which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors,  and which date shall not be more than ten days after
the date upon which the  resolution  fixing  the  record  date is adopted by the
Board of Directors.  If no record date has been fixed by the Board of Directors,
the record date for  determining  stockholders  entitled to consent to corporate

<PAGE>


action  in  writing  without  a  meeting,  when no prior  action by the Board of
Directors is required by the General  Corporation  Law of the State of Delaware,
shall be the first  date on which a signed  written  consent  setting  forth the
action taken or proposed to be taken is delivered to the corporation by delivery
to its  registered  office  in the State of  Delaware,  its  principal  place of
business,  or an officer or agent of the corporation  having custody of the book
in which proceedings of meetings by stockholders are recorded.  Delivery made to
a corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the Board of
Directors  and prior action by the Board of Directors is required by the General
Corporation  Law of the  State of  Delaware,  the  record  date for  determining
stockholders  entitled  to consent  to  corporate  action in  writing  without a
meeting  shall be at the  close of  business  on the day on which  the  Board of
Directors adopts the resolution taking such prior action.

                  (c)  In  order  that  the   corporation   may   determine  the
stockholders  entitled to receive payment of any dividend or other  distribution
or allotment of any rights or the  stockholders  entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful  action,  the Board of Directors  may fix a record date,  which
record  date shall not  precede  the date upon which the  resolution  fixing the
record date is adopted,  and which record date shall be not more than sixty days
prior  to such  action.  If no  record  date  is  fixed,  the  record  date  for
determining  stockholders for any such purpose shall be at the close of business
on the day on which  the  Board of  Directors  adopts  the  resolution  relating
thereto.

                  Section 5.6. Lost Certificate. Any stockholder claiming that a
certificate  representing shares of stock has been lost, stolen or destroyed may
make an affidavit or  affirmation  of the fact and, if the Board of Directors so
requires,  advertise the same in a manner  designated by the Board, and give the
corporation  a bond of  indemnity  in  form  and  with  security  for an  amount
satisfactory  to the Board (or an officer or officers  designated by the Board),
whereupon a new certificate may be issued of the same tenor and representing the
same  number,  class  and/or  series  of  shares  as  were  represented  by  the
certificate alleged to have been lost, stolen or destroyed.

                  Section 5.7. Registered Stockholders. The corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and  assessments a person  registered on its books as the owner
of shares,  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 persons, whether or
not it shall have express or other notice thereof,  except as otherwise provided
by the General Corporation Law of the State of Delaware.

                  Section 5.8. Stock  Subscriptions.  Unless otherwise  provided
for in the  subscription  agreement,  subscriptions  for shares shall be paid in
full at such  time,  or in such  installments  and at such  times,  as  shall be
determined  by the Board of  Directors.  Any call made by the Board of Directors
for payment on subscriptions shall be uniform as to all shares of the same class
or as to all shares of the same series. In case of default in the payment of any
installment  or call when such  payment is due, the  corporation  may proceed to
collect the amount due in the same manner as any debt due the corporation.

<PAGE>
                                   ARTICLE VI
                                   ----------

                                BOOKS AND RECORDS
                                -----------------

                  Section 6.1. Location.  The books, accounts and records of the
corporation  may be kept at such place or places  within or without the State of
Delaware as the Board of Directors  may from time to time  determine,  except as
otherwise provided by statute.

                  Section 6.2. Inspection.  The books,  accounts, and records of
the  corporation  shall be open to  inspection  by any  member  of the  Board of
Directors at all times;  and open to inspection by  stockholders  at such times,
and subject to such regulations as the Board of Directors may prescribe,  except
as otherwise provided by statute.

                  Section 6.3.  Corporate Seal. The corporate seal shall contain
two concentric  circles between which shall be the  name of the  corporation and
the word "Delaware" and  in the center shall  be inscribed the words "Corporate
Seal."

                                   ARTICLE VII
                                   -----------

                             DIVIDENDS AND RESERVES
                             ----------------------

                  Section  7.1.  Dividends.   The  Board  of  Directors  of  the
corporation,  subject  to  any  restrictions  contained  in the  Certificate  of
Incorporation and other lawful  commitments of the corporation,  may declare and
pay dividends  upon the shares of its capital stock either out of the surplus of
the  corporation,  as defined in and  computed  in  accordance  with the General
Corporation  Law of the State of  Delaware,  or in case  there  shall be no such
surplus,  out of the net profits of the corporation for the fiscal year in which
the dividend is declared and/or the preceding fiscal year. If the capital of the
corporation,  computed in  accordance  with the General  Corporation  Law of the
State of Delaware,  shall have been  diminished by  depreciation in the value of
its property,  or by losses, or otherwise,  to an amount less than the aggregate
amount of the capital  represented  by the issued and  outstanding  stock of all
classes  having a  preference  upon the  distribution  of  assets,  the Board of
Directors of the  corporation  shall not declare and pay out of such net profits
any  dividends  upon any shares of any  classes of its  capital  stock until the
deficiency in the amount of capital  represented  by the issued and  outstanding
stock of all classes having a preference  upon the  distribution of assets shall
have been repaired.

                  Section 7.2.  Reserves.  Before  payment of any dividend,  the
Board of  Directors  of the  corporation  may set apart  such sum or sums as the
directors,  in their absolute discretion,  think proper as a reserve or reserves
for any proper purpose and may abolish any such reserve.

                                  ARTICLE VIII
                                  ------------

                            MISCELLANEOUS PROVISIONS
                            ------------------------

                  Section 8.1.  Fiscal Year.  The fiscal year of the corporation
shall end on the 31st day of December of each year.


<PAGE>


                  Section  8.2.  Depositories.  The  Board  of  Directors  or an
officer designated by the Board shall appoint banks,  trust companies,  or other
depositories  in  which  shall  be  deposited  from  time to time  the  money or
securities of the corporation.

                  Section 8.3. Checks, Drafts and Notes. All checks,  drafts, or
other  orders  for the  payment  of money  and all notes or other  evidences  of
indebtedness  issued  in the name of the  corporation  shall be  signed  by such
officer or officers or agent or agents as shall from time to time be  designated
by resolution of the Board of Directors or by an officer appointed by the Board.

                  Section 8.4.  Contracts  and Other  Instruments.  The Board of
Directors may authorize any officer,  agent or agents to enter into any contract
or  execute  and  deliver  any  instrument  in the  name  and on  behalf  of the
corporation and such authority may be general or confined to specific instances.

                  Section 8.5.  Notices.  Whenever  under the  provisions of the
statutes or of the  Certificate of  Incorporation  or of these By-Laws notice is
required to be given to any director or  stockholder,  it shall not be construed
to mean personal  notice,  but such notice may be given in writing,  by mail, by
depositing  the same in a post  office  or  letter  box,  in a  postpaid  sealed
wrapper,  or by delivery to a telegraph  company,  addressed to such director or
stockholder at such address as appears on the records of the corporation, or, in
default of other  address,  to such director or  stockholder at the General Post
Office in the City of Wilmington,  Delaware,  and such notice shall be deemed to
be given  at the time  when the same  shall be thus  mailed  or  delivered  to a
telegraph company.

                  Section  8.6.  Waivers  of  Notice.  Whenever  any  notice  is
required to be given under the provisions of the statutes or of the  Certificate
of Incorporation or of these By-Laws,  a waiver thereof in writing signed by the
person or persons  entitled  to said  notice,  whether  before or after the time
stated therein, shall be deemed equivalent to notice.  Attendance of a person at
a meeting shall  constitute a waiver of notice of such meeting,  except when the
person attends a meeting for the express purpose of objecting,  at the beginning
of the meeting,  to the  transaction of any business  because the meeting is not
lawfully  called or convened.  Neither the business to be transacted at, nor the
purpose of, any regular or special  meeting of the  stockholders,  directors  or
members of a committee of directors  need be specified in any written  waiver of
notice.

                  Section 8.7. Stock in Other Corporations.  Any shares of stock
in any other corporation which may from time to time be held by this corporation
may be represented and voted at any meeting of shareholders of such  corporation
by the Chairman of the Board, the President or a Vice President, or by any other
person or persons  thereunto  authorized  by the Board of  Directors,  or by any
proxy  designated by written  instrument of appointment  executed in the name of
this  corporation  by  its  Chairman  of  the  Board,  the  President  or a Vice
President.  Shares of stock belonging to the  corporation  need not stand in the
name of the  corporation,  but may be held for the benefit of the corporation in
the individual name of the Treasurer or of any other nominee  designated for the
purpose  by the  Board of  Directors.  Certificates  for  shares so held for the
benefit of the  corporation  shall be  endorsed  in blank or have  proper  stock
powers  attached  so that  said  certificates  are at all  times in due form for
transfer,  and  shall  be held  for  safekeeping  in such  manner  as  shall  be
determined from time to time by the Board of Directors.


<PAGE>


                  Section 8.8.  Annual  Statement.  The Board of Directors shall
present at each annual meeting,  and at any special meeting of the  stockholders
when called for by vote of the  stockholders,  a full and clear statement of the
business and condition of the corporation.


                  Section  8.9.  Loans.  The  corporation  may lend money to, or
guarantee any obligation  of, or otherwise  assist any officer or other employee
of the corporation or of its  subsidiary,  including any officer or employee who
is a director of the corporation or its subsidiary,  whenever,  in the judgement
of the directors,  such loan,  guaranty or assistance may reasonably be expected
to benefit the corporation.  The loan,  guaranty or other assistance may be with
or without  interest,  and may be  unsecured,  or secured in such  manner as the
Board of Directors  shall approve,  including,  without  limitation,a  pledge of
shares of stock of the  corporation.  Nothing is this section shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.

                  Section 8.10. Inconsistent  Provisions.  In the event that any
provision of these By-Laws is or becomes  inconsistent with any provision of the
Certificate  of  Incorporation,  the  General  Corporation  Law of the  State of
Delaware or any other  applicable  law, the provision of these By-Laws shall not
be given any effect to the extent of such  inconsistency  but shall otherwise be
given full force and effect.

                  Section 8.11. Indemnification. (a) Each person who was or is a
party or is threatened to be made a party to or is involved in any action,  suit
or  proceeding,   whether  civil,  criminal,   administrative  or  investigative
(hereinafter a "proceeding"), by reason of the fact that he, or a person of whom
he is  the  legal  representative,  is or  was a  director  or  officer  of  the
corporation or is or was a director or officer of the  corporation who is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another corporation or of a partnership,  joint venture, trust or other
enterprise,  including service with respect to employee benefit plans,  shall be
indemnified  and  held  harmless  by  the  corporation  to  the  fullest  extent
authorized by the laws of Delaware as the same now or may hereafter  exist (but,
in the case of any change,  only to the extent that such change  authorizes  the
corporation to provide  broader  indemnification  rights than said law permitted
the  corporation  to provide prior to such change)  against all costs,  charges,
expenses,  liabilities and losses (including attorneys' fees, judgments,  fines,
ERISA excise taxes or  penalties  and amounts paid or to be paid in  settlement)
reasonably incurred or suffered by such person in connection  therewith and such
indemnification shall continue as to a person who has ceased to be a director or
officer  and  shall  inure  to  the   benefit  of  his  heirs,   executors   and
administrators.  The right to indemnification conferred in this Section shall be
a contract right and shall include the right to be paid by the  corporation  the
expenses  incurred  in  defending  any such  proceeding  in advance of its final
disposition  upon receipt by the corporation of an undertaking,  by or on behalf
of such  director  or  officer,  to repay all  amounts so  advanced  if it shall
ultimately  be  determined  that the  director or officer is not  entitled to be
indemnified  under this Section or otherwise.  The corporation may, by action of
its Board of Directors,  provide  indemnification to employees and agents of the
corporation with the same scope and effect as the foregoing  indemnification  of
directors and officers.

                  (b) If a claim  under  subsection  (a) of this  Section is not
paid in full by the  corporation  within  thirty days after a written  claim has
been received by the corporation,  the claimant may at any time thereafter bring
suit against the  corporation  to recover the unpaid amount of the claim and, if

<PAGE>


successful in whole or in part,  the claimant  shall also be entitled to be paid
the  expense  of  prosecuting  such  claim.  It shall be a defense to any action
(other  than an action  brought  to  enforce a claim for  expenses  incurred  in
defending any proceeding in advance of its final  disposition where the required
undertaking has been tendered to the  corporation)  that the claimant has failed
to meet a standard of conduct which makes it permissible  under Delaware law for
the corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the corporation.  Neither the failure of the
corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  to have made a  determination  prior to the  commencement of such
action that  indemnification of the claimant is permissible in the circumstances
because he has met such standard of conduct,  nor an actual determination by the
corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the claimant has not met such  standard of conduct,  nor the
termination of any proceeding by judgment, order, settlement, conviction or upon
a plea of nolo contendere or its equivalent, shall be a defense to the action or
create a presumption that the claimant has failed to meet the required  standard
of conduct.

                  (c) The right to  indemnification  and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this  Section  shall not be exclusive of any other right which any person may
have or hereafter  acquire under any statute,  provision of the  Certificate  of
Incorporation,   by-law,   agreement,  vote  of  stockholders  or  disinterested
directors or otherwise.

                  (d) The corporation may maintain insurance, at its expense, to
protect itself and any director,  officer,  employee or agent of the corporation
or another corporation,  partnership,  joint venture,  trust or other enterprise
against any expense,  liability or loss,  whether or not the  corporation  would
have the power to indemnify such person against such expense,  liability or loss
under Delaware law.

                  (e) To the extent  that any  director,  officer,  employee  or
agent of the  corporation  is by reason of such  position,  or a  position  with
another entity at the request of the  corporation,  a witness in any proceeding,
he shall be indemnified  against all costs and expenses  actually and reasonably
incurred by him or on his behalf in connection therewith.

                  (f) Any amendment,  repeal or modification of any provision of
this Section by the  stockholders or the directors of the corporation  shall not
adversely  affect  any right or  protection  of a  director  or  officer  of the
corporation existing at the time of such amendment, repeal or modification.

                  Section 8.12. Amendment of By-Laws.  The stockholders,  by the
affirmative  vote  of  the  holders  of a  majority  of  the  stock  issued  and
outstanding  and having  voting  power may, at any annual or special  meeting if
notice of such alteration or amendment of the By-Laws is contained in the notice
of such meeting,  adopt,  amend,  or repeal these  By-Laws,  and  alterations or
amendments  of By-Laws made by  stockholders  shall not be altered or amended by
the Board of Directors.

                  The Board of Directors,  by the affirmative vote of a majority
of the whole Board,  may adopt,  amend,  or repeal these By-Laws at any meeting,
except  as  provided  in the  above  paragraph.  By-Laws  made by the  Board  of
Directors may be altered or repealed by the stockholders.