BYLAWS

                                       OF

                          eAPPLICANE INNOVATIONS, INC.


<PAGE>

                                TABLE OF CONTENTS

ARTICLE I......................................................................1
   OFFICES.....................................................................1
      Section 1.1 Registered Office............................................1
      Section 1.2 Other Offices................................................1
ARTICLE II.....................................................................1
   SHAREHOLDERS................................................................1
      Section 2.1 Place of Meetings............................................1
      Section 2.2 Annual Meeting...............................................1
      Section 2.3 List of Shareholders.........................................1
      Section 2.4 Special Meetings.............................................2
      Section 2.5 Notice.......................................................2
      Section 2.6 Quorum.......................................................2
      Section 2.7 Voting.......................................................2
      Section 2.8 Method of Voting.............................................2
      Section 2.9 Record Date; Closing Transfer Books..........................3
      Section 2.10   Action by Consent.........................................3
ARTICLE III....................................................................3
   BOARD OF DIRECTORS..........................................................3
      Section 3.1 Management...................................................3
      Section 3.2 Qualification; Election; Term................................3
      Section 3.3 Number.......................................................3
      Section 3.4 Removal......................................................4
      Section 3.5 Vacancies....................................................4
      Section 3.6 Place of Meetings............................................4
      Section 3.7 Annual Meeting...............................................4
      Section 3.8 Regular Meetings.............................................4
      Section 3.9 Special Meetings.............................................4
      Section 3.10   Quorum....................................................4
      Section 3.11   Interested Directors......................................4
      Section 3.12   Committees................................................5
      Section 3.13   Action by Consent.........................................5
      Section 3.14   Compensation of Directors.................................5
      Section 3.15   Organization..............................................5
ARTICLE IV.....................................................................5
   NOTICE......................................................................5
      Section 4.1 Form of Notice...............................................5
      Section 4.2 Waiver.......................................................6
ARTICLE V......................................................................6
   OFFICERS AND AGENTS.........................................................6
      Section 5.1 In General...................................................6
      Section 5.2 Election.....................................................6
      Section 5.3 Other Officers and Agents....................................6
      Section 5.4 Compensation.................................................6
      Section 5.5 Term of Office and Removal...................................6
      Section 5.6 Employment and Other Contracts...............................7


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      Section 5.7 Chairman of the Board of Directors...........................7
      Section 5.8 President....................................................7
      Section 5.9 Vice Presidents..............................................7
      Section 5.10   Secretary.................................................7
      Section 5.11   Assistant Secretaries.....................................7
      Section 5.12   Treasurer.................................................8
      Section 5.13   Assistant Treasurers......................................8
      Section 5.14   Bonding...................................................8
ARTICLE VI.....................................................................8
   CERTIFICATES REPRESENTING SHARES............................................8
      Section 6.1 Form of Certificates.........................................8
      Section 6.2 Lost Certificates............................................8
      Section 6.3 Transfer of Shares...........................................9
      Section 6.4 Transfer Agent...............................................9
      Section 6.5 Registered Shareholders......................................9
ARTICLE VII...................................................................10
   GENERAL PROVISIONS.........................................................10
      Section 7.1 Dividends...................................................10
      Section 7.2 Reserves....................................................10
      Section 7.3 Telephone and Similar Meetings..............................10
      Section 7.4 Books and Records...........................................10
      Section 7.5 Fiscal Year.................................................10
      Section 7.6 Seal. 10
      Section 7.7 Indemnification.............................................11
      Section 7.8 Insurance...................................................11
      Section 7.9 Resignation.................................................11
      Section 7.10   Amendment of Bylaws......................................11
      Section 7.11   Invalid Provisions.......................................11
      Section 7.12   Relation to Articles of Incorporation....................11
















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<PAGE>

                                     BYLAWS
                                       OF
                          eAPPLIANCE INNOVATIONS, INC.


                                    ARTICLE I

                                     OFFICES

     Section 1.1 Registered  Office.  The registered office and registered agent
of  2225  E.  Randol  Mill  Road,  Suite  305,   Arlington,   Texas  76011  (the
"Corporation")  will be as from  time to time  set  forth  in the  Corporation's
Articles of  Incorporation  or in any  certificate  filed with the  Secretary of
State of the State of Texas to amend such information.

     Section 1.2 Other Offices.  The  Corporation  may also have offices at such
other  places,  both  within  and  without  the State of Texas,  as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                                  SHAREHOLDERS

     Section 2.1 Place of  Meetings.  All meetings of the  shareholders  for the
election of Directors will be held at the principal office of the Corporation or
at such place,  within or without the State of Texas,  as may be fixed from time
to time by the  Board of  Directors.  Meetings  of  shareholders  for any  other
purpose  may be held at such  time and  place,  within or  without  the State of
Texas,  as may be stated  in the  notice of the  meeting  or in a duly  executed
waiver of notice thereof.

     Section 2.2 Annual Meeting.  An annual meeting of the shareholders  will be
held at such  time as may be  determined  by the  Board of  Directors,  at which
meeting the shareholders will elect a Board of Directors and transact such other
business as may properly be brought before the meeting.

     Section  2.3 List of  Shareholders.  At least  ten (10)  days  before  each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting, arranged in alphabetical order, with the address of and the number
of voting shares registered in the name of each, will be prepared by the officer
or agent having charge of the stock transfer books.  Only shareholders of record
on the  books  of  the  Corporation  shall  be  entitled  to be  treated  by the
Corporation as holders in fact of the shares standing in their respective names,
and the Corporation shall not be bound to recognize any equitable or other claim
to,  or  interest  in,  any  shares  on the part of any  other  person,  firm or
Corporation, whether o not it shall have express or other notice thereof, except
as  expressly   provided  by  the  laws  of  the  state  of  the   Corporation's
incorporation.  Such list will be kept on file at the  registered  office of the
Corporation  for a period of ten (10)  days  prior to such  meeting  and will be
subject to  inspection  by any  shareholder  at any time during  usual  business
hours.  Such  list will be  produced  and kept open at the time and place of the
meeting during the whole time thereof,  and will be subject to the inspection of
any shareholder  who may be present.  The original stock transfer books shall be
prima  facie  evidence  as to who are the  shareholders  entitled to examine the
record or transfer books or to vote at any meeting of shareholders.


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<PAGE>

     Section 2.4 Special Meetings. Special meetings of the shareholders, for any
purpose or  purposes,  unless  otherwise  prescribed  by law,  the  Articles  of
Incorporation  or these Bylaws,  may be called by the Chairman of the Board, the
President  or the Board of  Directors,  or will be called by the  holders of not
less than ten percent (10%) of all the shares issued,  outstanding  and entitled
to vote.  Such  request  will state the  purpose  or  purposes  of the  proposed
meeting.  Business  transacted  at all special  meetings will be confined to the
purposes stated in the notice of the meeting unless all shareholders entitled to
vote are present and consent.

     Section 2.5 Notice.  Written or printed notice  stating the place,  day and
hour of any meeting of the shareholders  and, in case of a special meeting,  the
purpose or purposes for which the meeting is called,  will be delivered not less
than ten (10) nor more than  sixty  (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 person calling the meeting, to each shareholder of
record entitled to vote at the meeting. If mailed, such notice will be deemed to
be  delivered  when  deposited  in the  United  States  mail,  addressed  to the
shareholder  at his  address as it appears  on the stock  transfer  books of the
Corporation, with postage thereon prepaid.

     Section 2.6 Quorum.  With respect to any matter,  the presence in person or
by proxy of the  holders of a majority  of the shares  entitled  to vote on that
matter  will  be  necessary  and  sufficient  to  constitute  a  quorum  for the
transaction of business  except as otherwise  provided by law, or these Articles
of Incorporation.  If, however, such quorum is not present or represented at any
meeting of the shareholders,  the shareholders entitled to vote thereat, present
in person or represented  by proxy,  will have power to adjourn the meeting from
time to time,  without notice other than  announcement  at the meeting,  until a
quorum is present or  represented.  If the  adjournment  is for more than thirty
(30)  days,  or if after  the  adjournment  a new  record  date is fixed for the
adjourned  meeting,  a notice  of the  adjourned  meeting  will be given to each
shareholder of record entitled to vote at the meeting. At such adjourned meeting
at which a quorum is present or represented, any business may be transacted that
might have been transacted at the meeting as originally notified.

     Section  2.7  Voting.  When a  quorum  is  present  at any  meeting  of the
Corporation's shareholders,  the vote of the holders of a majority of the shares
entitled to vote that are  actually  voted on any  question  brought  before the
meeting  will be  sufficient  to  decide  such  question;  provided  that if the
question  is one upon  which,  by express  provision  of law,  the  Articles  of
Incorporation  or these  Bylaws,  a different  vote is  required,  such  express
provision shall govern and control the decision of such question.

     Section 2.8 Method of Voting.  Each outstanding  share of the Corporation's
capital  stock,  regardless of class or series,  will be entitled to one vote on
each  matter  submitted  to a vote at a meeting of  shareholders,  except to the
extent  that the voting  rights of the shares of any class or series are limited
or denied by the Articles of Incorporation, as amended from time to time. At any
meeting of the shareholders,  every shareholder having the right to vote will be
entitled to vote in person or by proxy  executed in writing by such  shareholder
and  bearing a date not more than  eleven  (11)  months  prior to such  meeting,
unless  such  instrument  provides  for a  longer  period.  A  telegram,  telex,


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<PAGE>

cablegram  or  similar  transmission  by  the  shareholder,  or a  photographic,
photostatic,  facsimile  or similar  reproduction  of a writing  executed by the
shareholder,  shall be treated as an  execution  in writing for  purposes of the
preceding  sentence.  Each proxy will be  revocable  unless  expressly  provided
therein to be  irrevocable  and if,  and only so long as, it is coupled  with an
interest  sufficient in law to support an irrevocable  power. Such proxy will be
filed  with  the  Secretary  of the  Corporation  prior to or at the time of the
meeting.  Voting for Directors  will be in accordance  with Article III of these
Bylaws.  Voting on any  question or in any election may be by voice vote or show
of hands unless the presiding  officer  orders or any  shareholder  demands that
voting be by written ballot.

     Section 2.9 Record Date; Closing Transfer Books. The Board of Directors may
fix in  advance  a  record  date for the  purpose  of  determining  shareholders
entitled  to  notice  of or  to  vote  at a  meeting  of  shareholders,  or  any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a  determination  of  shareholders  for any other proper  purpose,  such
record date to be not less than ten (10) nor more than  [fifty  (50)] days prior
to such meeting,  or the Board of Directors may close the stock  transfer  books
for such  purpose  for a period of not less  than ten (10) nor more than  [fifty
(50)] days prior to such  meeting.  In the absence of any action by the Board of
Directors,  the date upon which the notice of the  meeting is mailed will be the
record date.

     Section  2.10 Action by Consent.  Except as  prohibited  by law, any action
required or permitted by law, the Articles of  Incorporation  or these Bylaws to
be  taken at a  meeting  of the  shareholders  of the  Corporation  may be taken
without a meeting if a consent or consents in writing,  setting forth the action
so taken, is signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and will be delivered to the Corporation by delivery to its registered office in
Texas, its principal place of business or an officer or agent of the Corporation
having custody of the minute book.

                                  ARTICLE III

                               BOARD OF DIRECTORS

     Section 3.1 Management. The business and affairs of the Corporation will be
managed by or under the  direction of the Board of  Directors,  who may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law, the Articles of  Incorporation  or these Bylaws directed or required
to be exercised or done by the shareholders.

     Section 3.2 Qualification;  Election; Term. None of the Directors need be a
shareholder  of the  Corporation  or a  resident  of the  State  of  Texas.  The
Directors  will be  elected  by  plurality  vote at the  annual  meeting  of the
shareholders,  except as hereinafter  provided,  and each Director  elected will
hold office until whichever of the following  occurs first:  the next succeeding
annual meeting and his successor is elected and qualified, his resignation,  his
removal from office by the shareholders or his death.

     Section 3.3 Number.  The number of Directors of the Corporation  will be at
least one (1) and not more than eight (8).  The number of  Directors  authorized
will be fixed as the Board of Directors may from time to time  designate,  or if
no such  designation  has been made, the number of Directors will be the same as
the number of  members of the  initial  Board of  Directors  as set forth in the
Articles of Incorporation. [No decrease in the number of Directors will have the
effect of shortening the term of any incumbent Director].



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     Section 3.4  Removal.  Any  Director  may be removed  either for or without
cause at any special meeting of shareholders by the affirmative vote of at least
a  majority  in  number  of  shares  of the  shareholders  present  in person or
represented  by proxy at such  meeting and  entitled to vote for the election of
such Director.

     Section 3.5 Vacancies.  Any vacancy  occurring in the Board of Directors by
death, resignation, removal or otherwise may be filled by an affirmative vote of
at least a majority of the remaining  Directors though less than a quorum of the
Board of Directors. A Director elected to fill a vacancy will be elected for the
unexpired  term of his  predecessor in office.  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  only  until the next  election  of one or more
Directors by the shareholders.

     Section 3.6 Place of Meetings. Meetings of the Board of Directors,  regular
or  special,  may be held at such place  within or without the State of Texas as
may be fixed from time to time by the Board of Directors.

     Section 3.7 Annual  Meeting.  The first meeting of each newly elected Board
of Directors  will be held without  further  notice  immediately  following  the
annual  meeting  of  shareholders  and at the same  place,  unless by  unanimous
consent, the Directors then elected and serving shall change such time or place.

     Section 3.8 Regular  Meetings.  Regular  meetings of the Board of Directors
may be held  without  notice  at such  time and  place  as is from  time to time
determined by resolution of the Board of Directors.

     Section 3.9 Special  Meetings.  Special  meetings of the Board of Directors
may be called by the President on oral or written notice to each Director, given
either personally,  by telephone,  by telegram or by mail; special meetings will
be called on the written request of at least two (2) Directors. Except as may be
otherwise  expressly  provided by law,  the Articles of  Incorporation  or these
Bylaws,  neither  the  business  to be  transacted  at, nor the  purpose of, any
special meeting need be specified in a notice or waiver of notice.

     Section 3.10 Quorum. At all meetings of the Board of Directors the presence
of a majority of the number of Directors  then in office will be  necessary  and
sufficient  to  constitute a quorum for the  transaction  of  business,  and the
affirmative vote of at least a majority of the Directors  present at any meeting
at which there is a quorum will be the act of the Board of Directors,  except as
may be otherwise  specifically provided by law, the Articles of Incorporation or
these  Bylaws.  If a  quorum  is not  present  at any  meeting  of the  Board 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 is
present.

     Section 3.11 Interested  Directors.  No contract or transaction between the
Corporation  and  one or more of its  Directors  or  officers,  or  between  the
Corporation  and  any  other  corporation,  partnership,  association  or  other
organization in which one or more of the Corporation's Directors or officers are
Directors  or officers or have a  financial  interest,  will be void or voidable
solely for this reason,  solely because the Director or officer is present at or


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<PAGE>

participates in the meeting of the Board of Directors or committee  thereof that
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose,  if: (i) the material facts as to his  relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee,  and the Board of Directors or committee in
good faith  authorizes the contract or transaction by the affirmative  vote of a
majority of the disinterested Directors, even though the disinterested Directors
be less  than a  quorum,  (ii)  the  material  facts as to his  relationship  or
interest and as to the contract or transaction are disclosed or are known to the
shareholders  entitled  to vote  thereon,  and the  contract or  transaction  is
specifically  approved  in good faith by vote of the  shareholders  or (iii) the
contract  or  transaction  is fair as to the  Corporation  as of the  time it is
authorized,  approved or ratified by the Board of Directors, a committee thereof
or  the  shareholders.   Common  or  interested  Directors  may  be  counted  in
determining  the  presence of a quorum at a meeting of the Board of Directors or
of a committee that authorizes the contract or transaction.

     Section 3.12 Committees.  The Board of Directors may, by resolution  passed
by a majority  of the entire  Board of  Directors,  designate  committees,  each
committee  to consist of two (2) or more  Directors  of the  Corporation,  which
committees will have such power and authority and will perform such functions as
may be provided in such resolution.  Such committee or committees will have such
name or names as may be  designated  by the  Board of  Directors  and will  keep
regular  minutes  of their  proceedings  and  report  the  same to the  Board of
Directors when required.

     Section  3.13 Action by Consent.  Any action  required or  permitted  to be
taken at any meeting of the Board of Directors or any  committee of the Board of
Directors  may be taken  without  such a meeting  if a consent  or  consents  in
writing,  setting forth the action so taken, is signed by all the members of the
Board of Directors or such committee, as the case may be.

     Section  3.14  Compensation  of  Directors.  Directors  will  receive  such
compensation  for their  services and  reimbursement  for their  expenses as the
Board of Directors, by resolution,  may establish;  provided that nothing herein
contained   will  be  construed  to  preclude  any  Director  from  serving  the
Corporation in any other capacity and receiving compensation therefor.

     Section 3.15 Organization. The Board of Directors shall elect a Chairman to
preside at each meeting of the Board of Directors.  The Board of Directors shall
elect a Secretary to record the discussions and resolutions of each meeting.

                                   ARTICLE IV

                                     NOTICE

     Section 4.1 Form of Notice.  Whenever by law, the Articles of Incorporation
or these Bylaws,  notice is to be given to any Director or  shareholder,  and no
provision  is made as to how such  notice is to be  given,  such  notice  may be
given: (i) in writing,  by mail, postage prepaid,  addressed to such Director or
shareholder at such address as appears on the books of the  Corporation at least
three (3) days prior to the  meeting or (ii) in any other  method  permitted  by
law.  Any notice  required or permitted to be given by mail will be deemed to be
given at the time the same is deposited in the United States mail.




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     Section  4.2  Waiver.  Whenever  any notice is  required to be given to any
shareholder  or Director of the  Corporation as required by law, the Articles of
Incorporation  or these Bylaws, a waiver thereof in writing signed by the person
or persons  entitled to such notice,  whether before or after the time stated in
such notice,  will be equivalent  to the giving of such notice.  Attendance of a
shareholder or Director at a meeting will  constitute a waiver of notice of such
meeting,  except  where such  shareholder  or  Director  attends for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business  on the  ground  that the  meeting  has not  been  lawfully  called  or
convened.  Members of the Board of Directors or any  committee  designed by such
Board  may  participate  in a  meeting  of the  Board or  committee  by means of
conference  telephone or similar  communications  equipment by which all persons
participating  in the  meeting  can  hear  each  other at the  same  time.  Such
participation shall constitute presence in person at the meeting.

                                    ARTICLE V

                               OFFICERS AND AGENTS

     Section 5.1 In General.  The officers of the Corporation will be elected by
the Board of Directors and will be a President,  Secretary and a Treasurer, each
of whom  shall be  eighteen  years old or older and who shall be  elected by the
Board of Directors at its annual meeting.  The Board of Directors may also elect
a Chairman of the Board, Vice Chairman of the Board, Vice Presidents,  Assistant
Vice  Presidents,   a  Treasurer,   and  Assistant   Secretaries  and  Assistant
Treasurers. Any two (2) or more offices may be held by the same person.

     Section 5.2 Election.  The Board of  Directors,  at its first meeting after
each annual meeting of shareholders,  will elect the officers, none of whom need
be a member of the Board of Directors.

     Section 5.3 Other  Officers  and Agents.  The Board of  Directors  may also
elect and appoint such other officers and agents as it deems necessary, who will
be elected  and  appointed  for such  terms and will  exercise  such  powers and
perform  such  duties  as may be  determined  from  time to time by the Board of
Directors.

     Section 5.4  Compensation.  The  compensation of all officers and agents of
the Corporation  will be fixed by the Board of Directors or any committee of the
Board of Directors, if so authorized by the Board of Directors.

     Section 5.5 Term of Office and  Removal.  Each  officer of the  Corporation
will hold office until the next succeeding annual meeting of the Board and until
their  respective  successors  are elected  and shall  qualify,  his death,  his
resignation  or removal from office,  or the election and  qualification  of his
successor,  whichever occurs first. Any officer or agent elected or appointed by
the Board of Directors may be removed at any time, for or without cause,  by the
affirmative  vote of a  majority  of the  entire  Board of  Directors,  but such
removal  will not  prejudice  the  contract  rights,  if any,  of the  person so
removed. If the office of any officer becomes vacant for any reason, the vacancy
may be filled by the Board of Directors.




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     Section 5.6  Employment  and Other  Contracts.  The Board of Directors  may
authorize  any officer or officers or agent or agents to enter into any contract
or  execute  and  deliver  any  instrument  in  the  name  or on  behalf  of the
Corporation,  and  such  authority  may  be  general  or  confined  to  specific
instances.  The Board of  Directors  may,  when it believes  the interest of the
Corporation  will  best  be  served  thereby,   authorize  executive  employment
contracts  that will have terms no longer than ten (10) years and  contain  such
other terms and conditions as the Board of Directors deems appropriate.  Nothing
herein  will  limit  the  authority  of the  Board  of  Directors  to  authorize
employment contracts for shorter terms.

     Section 5.7 Chairman of the Board of  Directors.  If the Board of Directors
has  elected a Chairman  of the Board,  he will  preside at all  meetings of the
shareholders  and the Board of  Directors.  Except where by law the signature of
the  President  is  required,  the  Chairman  will  have the  same  power as the
President  to sign all  certificates,  contracts  and other  instruments  of the
Corporation.  During the absence or  disability of the  President,  the Chairman
will exercise the powers and perform the duties of the President.

     Section 5.8 President. The President will be the Chief Executive Officer of
the  Corporation  and,  subject to the control of the Board of  Directors,  will
supervise  and control all of the  business and affairs of the  Corporation.  He
will,  in the absence of the  Chairman of the Board,  preside at all meetings of
the shareholders and the Board of Directors.  The President will have all powers
and perform all duties  incident to the office of  President  and will have such
other powers and perform  such other  duties as the Board of Directors  may from
time to time prescribe.

     Section 5.9 Vice  Presidents.  Each Vice  President will have the usual and
customary  powers and perform  the usual and  customary  duties  incident to the
office of Vice President, and will have such other powers and perform such other
duties as the Board of Directors or any committee  thereof may from time to time
prescribe  or as the  President  may from time to time  delegate  to him. In the
absence or disability  of the  President  and the Chairman of the Board,  a Vice
President  designated  by the  Board of  Directors,  or in the  absence  of such
designation the Vice Presidents in the order of their seniority in office,  will
exercise the powers and perform the duties of the President.

     Section  5.10  Secretary.  The  Secretary  will attend all  meetings of the
shareholders  and record all votes and the minutes of all  proceedings in a book
to be kept for that  purpose.  The  Secretary  will  perform like duties for the
Board of Directors and  committees  thereof when  required.  The Secretary  will
give,  or cause to be given,  notice of all  meetings  of the  shareholders  and
special  meetings of the Board of  Directors.  The  Secretary  will keep in safe
custody the seal of the Corporation. The Secretary will be under the supervision
of the  President.  The  Secretary  will have such other powers and perform such
other duties as the Board of Directors may from time to time prescribe or as the
President may from time to time delegate to him.

     Section 5.11 Assistant Secretaries.  The Assistant Secretaries in the order
of their  seniority  in  office,  unless  otherwise  determined  by the Board of
Directors,  will, in the absence or disability  of the  Secretary,  exercise the
powers and perform the duties of the Secretary. They will have such other powers
and perform such other  duties as the Board of  Directors  may from time to time
prescribe or as the President may from time to time delegate to them.




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     Section 5.12  Treasurer.  The Treasurer  will have  responsibility  for the
receipt and  disbursement of all corporate funds and securities,  will keep full
and accurate  accounts of such receipts and  disbursements,  and will deposit or
cause to be deposited 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. The Treasurer will render to the Directors whenever they may
require it an account of the operating  results and  financial  condition of the
Corporation,  and will have such other  powers and perform  such other duties as
the Board of Directors  may from time to time  prescribe or as the President may
from time to time delegate to him.

     Section 5.13 Assistant Treasurers. The Assistant Treasurers in the order of
their  seniority  in  office,  unless  otherwise  determined  by  the  Board  of
Directors,  will, in the absence or disability  of the  Treasurer,  exercise the
powers and perform the duties of the Treasurer. They will have such other powers
and perform such other  duties as the Board of  Directors  may from time to time
prescribe or as the President may from time to time delegate to them.

     Section  5.14  Bonding.  The  Corporation  may secure a bond to protect the
Corporation from loss in the event of defalcation by any of the officers,  which
bond may be in such  form  and  amount  and with  such  surety  as the  Board of
Directors may deem appropriate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     Section  6.1 Form of  Certificates.  Certificates,  in such  form as may be
determined by the Board of Directors,  representing shares to which shareholders
are entitled,  will be delivered to each shareholder.  Such certificates will be
consecutively  numbered and entered in the stock book of the Corporation as they
are issued.  Each  certificate will state on the face thereof the holder's name,
the  number,  class of shares,  and the par value of such  shares or a statement
that such shares are without par value.  They will be signed by the  Chairman or
Vice Chairman of the Board of Directors or by the President or a Vice  President
and by the  Treasurer  or an  Assistant  Treasurer  or by  the  Secretary  or an
Assistant  Secretary,  and may be sealed with the seal of the  Corporation  or a
facsimile  thereof.  If any certificate is countersigned by a transfer agent, or
an assistant  transfer  agent or registered  by a registrar,  either of which is
other than the Corporation or an employee of the Corporation,  the signatures of
the  Corporation's  officers may be facsimiles.  In case any officer or officers
who have signed,  or whose  facsimile  signature or signatures have been used on
such certificate or  certificates,  ceases to be such officer or officers of the
Corporation,  whether  because of death,  resignation or otherwise,  before such
certificate  or  certificates  have been  delivered  by the  Corporation  or its
agents,  such  certificate or  certificates  may  nevertheless be adopted by the
Corporation  and be issued and  delivered  as though  the person or persons  who
signed  such  certificate  or  certificates  or  whose  facsimile  signature  or
signatures  have been used thereon had not ceased to be such officer or officers
of the Corporation.

     Section 6.2 Lost Certificates. The Board of Directors may direct that a new
certificate  be issued  in place of any  certificate  theretofore  issued by the
Corporation  alleged  to have  been  lost or  destroyed,  upon the  making of an
affidavit  of that fact by the person  claiming  the  certificate  to be lost or
destroyed and lodge the same with the Secretary of the Corporation,  accompanied
by a signed application for a new certificate. Thereupon, and upon the giving of
a  satisfactory  bond of indemnity to the  Corporation  not  exceeding an amount



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<PAGE>

double the value of the shares as represented by such certificate (the necessity
for such bond and the amount  required to be  determined  by the  President  and
Treasurer of the Corporation), a new certificate may be issued of the same tenor
and  representing  the same number,  class and series as were represented by the
certificate alleged to be lost, stolen or destroyed. When authorizing such issue
of a new  certificate,  the  Board  of  Directors,  in its  discretion  and as a
condition precedent to the issuance thereof,  may require the owner of such lost
or destroyed certificate, or his legal representative,  to advertise the same in
such manner as it may require  and/or to give the  Corporation  a bond,  in such
form,  in such  sum,  and with  such  surety  or  sureties  as it may  direct as
indemnity  against  any claim  that may be made  against  the  Corporation  with
respect  to the  certificate  alleged  to have  been lost or  destroyed.  When a
certificate has been lost,  apparently  destroyed or wrongfully  taken,  and the
holder of record fails to notify the Corporation  within a reasonable time after
such  holder has notice of it, and the  Corporation  registers a transfer of the
shares represented by the certificate  before receiving such  notification,  the
holder of record is precluded from making any claim against the  Corporation for
the transfer of a new certificate.

     Section  6.3  Transfer of Shares.  Subject to the terms of any  shareholder
agreement  relating  to the  transfer of shares or other  transfer  restrictions
contained in the Certificate of Incorporation or authorized  therein,  shares of
stock will be  transferable  only on the books of the  Corporation by the holder
thereof in person or by such holder's duly authorized  attorney.  Upon surrender
to the  Corporation  or the transfer  agent of the  Corporation of a certificate
representing   shares  duly  endorsed  or  accompanied  by  proper  evidence  of
succession,  assignment  or  authority  to  transfer  [and  payment of all taxes
therefore],  it will be the duty of the Corporation or the transfer agent of the
Corporation to issue a new  certificate to the person entitled  thereto,  cancel
the old certificate and record the transaction upon its books.

     Section 6.4  Transfer  Agent.  Unless  otherwise  specified by the Board of
Directors by resolution,  the Secretary of the Corporation shall act as transfer
agent of the  certificates  representing the shares of stock of the Corporation.
He shall  maintain a stock  transfer  book,  the stubs in which  shall set forth
among other things,  the names and addresses of the holders of all issued shares
of the Corporation,  the number of shares held by each, the certificate  numbers
representing  such shares,  the date of issue of the  certificates  representing
such shares,  and whether or not such shares  originate  from original  issue or
from  transfer.  Subject  to  Section  2.3,  the  names  and  addresses  of  the
shareholders  as they  appear on the stubs of the stock  transfer  book shall be
conclusive  evidence  as to who  are  the  shareholders  of  record  and as such
entitled  to receive  notice of the  meetings of  shareholders;  to vote at such
meetings;  to examine the list of the shareholders entitled to vote at meetings;
to receive  dividends;  and to own,  enjoy and  exercise  any other  property or
rights deriving from such shares against the Corporation. Each shareholder shall
be responsible  for notifying the Secretary in writing of any change in his name
or address and failure so to do will  relieve the  Corporation,  its  directors,
officers  and agents,  from  liability  for  failure to direct  notices or other
documents,  or pay over or transfer  dividends or other property or rights, to a
name or address  other than the name and  address  appearing  on the stub of the
stock transfer book.

     Section 6.5 Registered  Shareholders.  The Corporation  will be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly,  will 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 has  express or other  notice  thereof,  except as  otherwise
provided by law.



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<PAGE>

                                   ARTICLE VII

                               GENERAL PROVISIONS

     Section  7.1  Dividends.  Dividends  upon  the  outstanding  shares  of the
Corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared  by the Board of  Directors  at any regular or special  meeting.
Dividends  may be declared and paid in cash,  in  property,  or in shares of the
Corporation, subject to the provisions of the Texas Business Corporation Act and
the  Articles  of  Incorporation.  The Board of  Directors  may fix in advance a
record  date for the  purpose of  determining  shareholders  entitled to receive
payment of any dividend,  such record date to be not more than [fifty (50)] days
prior to the payment date of such dividend,  or the Board of Directors may close
the stock  transfer  books for such purpose for a period of not more than [fifty
(50)] days prior to the  payment  date of such  dividend.  In the absence of any
action by the Board of  Directors,  the date upon  which the Board of  Directors
adopts the resolution declaring such dividend will be the record date.

     Section 7.2  Reserves.  There may be created by  resolution of the Board of
Directors out of the surplus of the Corporation  such reserve or reserves as the
Directors  from time to time,  in their  discretion,  deem proper to provide for
contingencies,  or to equalize dividends,  or to repair or maintain any property
of the  Corporation,  or for  such  other  purpose  as the  Directors  may  deem
beneficial to the Corporation,  and the Directors may modify or abolish any such
reserve in the manner in which it was created. Surplus of the Corporation to the
extent so reserved  will not be available  for the payment of dividends or other
distributions by the Corporation.

     Section 7.3 Telephone  and Similar  Meetings.  Shareholders,  Directors and
committee  members may  participate  in and hold meetings by means of conference
telephone or similar communications equipment by which all persons participating
in the  meeting  can hear  each  other.  Participation  in such a  meeting  will
constitute presence in person at the meeting, except where a person participates
in the meeting for the express  purpose of  objecting,  at the  beginning of the
meeting,  to the  transaction of any business on the ground that the meeting had
not been lawfully called or convened.

     Section  7.4 Books and  Records.  The  Corporation  will keep  correct  and
complete  books and  records of account and  minutes of the  proceedings  of its
shareholders and Board of Directors,  and will 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 the names and addresses of all
shareholders and the number and class of the shares held by each.

     Section 7.5 Fiscal Year. The fiscal year of the  Corporation  will be fixed
by resolution of the Board of Directors.

     Section 7.6 Seal.  The  Corporation  may have a seal,  and such seal may be
used by  causing  it or a  facsimile  thereof  to be  impressed  or  affixed  or
reproduced or otherwise.  Any officer of the Corporation  will have authority to
affix the seal to any document requiring it.



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<PAGE>

     Section 7.7  Indemnification.  The Corporation will indemnify its Directors
to the fullest extent  permitted by the Texas Business  Corporation Act and may,
if and to the extent  authorized  by the Board of  Directors,  so indemnify  its
officers  and any  other  person  whom it has the  power  to  indemnify  against
liability, reasonable expense or other matter whatsoever.

     Section 7.8 Insurance.  The  Corporation may at the discretion of the Board
of Directors  purchase and maintain  insurance on behalf of the  Corporation and
any person whom it has the power to  indemnify  pursuant to law, the Articles of
Incorporation, these Bylaws or otherwise.

     Section  7.9  Resignation.  Any  Director,  officer  or agent may resign by
giving written notice to the President or the Secretary.  Such  resignation will
take effect at the time specified therein or immediately if no time is specified
therein.  Unless otherwise specified therein, the acceptance of such resignation
will not be necessary to make it effective.

     Section 7.10 Amendment of Bylaws.  These Bylaws may be altered,  amended or
repealed at any meeting of the Board of  Directors at which a quorum is present,
by the affirmative vote of a majority of the Directors present at such meeting.

     Section  7.11  Invalid  Provisions.  If any  part of these  Bylaws  is held
invalid or inoperative for any reason,  the remaining  parts, so far as possible
and reasonable, will be valid and operative.

     Section  7.12  Relation  to  Articles of  Incorporation.  These  Bylaws are
subject to, and governed by, the Articles of Incorporation.





















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