BYLAWS
 OF
 GRAYMARK HEALTHCARE, INC.,
   TABLE OF CONTENTS
 PageARTICLE I  OFFICES
    
    
    -1-Section 1.1 Principal Office
    
    
    -1-Section 1.2 Registered Office
    
    
    -1-Section 1.3 Other Offices
    
    
    -1-ARTICLE II  MEETINGS OF SHAREHOLDERS
    
    
    -1-Section 2.2 Annual Meeting
    
    
    -1-Section 2.3 Special Meetings
    
    
    -3-Section 2.4 Notice of Meetings
    
    
    -3-Section 2.5 Quorum
    
    
    -3-Section 2.6 Adjournment and Notice of Adjourned Meetings
    
    
    -4-Section 2.7 Voting Rights
    
    
    -4-Section 2.8 Joint Owners of Stock
    
    
    -5-Section 2.9 List of Shareholders
    
    
    -5-Section 2.10 Action Without Meeting
    
    
    -5-Section 2.11 Organization
    
    
    -6-Section 2.12 Voting of Shares
    
    
    -7-Section 2.13 Votes Required
    
    
    -7-ARTICLE III  BOARD OF DIRECTORS
    
    
    -8-Section 3.1 General Powers
    
    
    -8-Section 3.2 Number, Qualifications and Tenure
    
    
    -8-Section 3.3 Vacancies
    
    
    -8-Section 3.4 Resignation
    
    
    -9-Section 3.5 Removal
    
    
    -9-Section 3.6 Chairman of Board
    
    
    -9-Section 3.7 Compensation
    
    
    -9-Section 3.8
Organization
    
    
    -9-ARTICLE IV  MEETINGS OF DIRECTORS
    
    
    -9-Section 4.1 Annual Meetings
    
    
    -9-Section 4.2 Regular Meetings
    
    
    -10-Section 4.3 Special Meetings
    
    
    -10-Section 4.4 Notice
    
    
    -10-Section 4.5 Waiver by Attendance
    
    
    -10-Section 4.6 Quorum
    
    
    -10-Section 4.7 Manner of Acting
    
    
    -10-Section 4.8 Presumption of Assent
    
    
    -11-
 -i-




---



##### 



PageSection 4.9 Informal Action by Directors
    
    
    -11-Section 4.10 Participation in Meetings by Conference Telephone
    
    
    -11-Section 4.11 Executive Sessions
    
    
    -11-Section 4.12
Reliance on Others
    
    
    -11-ARTICLE V  COMMITTEES
    
    
    -11-Section 5.1 Executive Committee
    
    
    -11-Section 5.2 Audit Committee
    
    
    -12-Section 5.3 Compensation Committee
    
    
    -13-Section 5.4 Other Committees
    
    
    -13-Section 5.5 Term
    
    
    -14-Section 5.6 Meetings
    
    
    -14-Section 5.7 Minutes
    
    
    -14-Section 5.8 Responsibility of Directors
    
    
    -14-ARTICLE VI  OFFICERS
    
    
    -14-Section 6.1 Officers Designated
    
    
    -14-Section 6.2 Tenure and Duties of Officers
    
    
    -15-Section 6.3 Delegation of Authority
    
    
    -17-Section 6.4 Resignations
    
    
    -17-Section 6.5 Removal
    
    
    -17-Section 6.6 Compensation of Officers
    
    
    -17-Section 6.7 Bonds
    
    
    -17-ARTICLE VII  EXECUTION OF INSTRUMENTS AND VOTING OF SECURITIES HELD BY THE
CORPORATION


    -17-Section 7.1 Execution of Instruments
    
    
    -17-Section 7.2 Voting of Securities Owned by the Corporation
    
    
    -18-ARTICLE VIII  CERTIFICATES FOR SHARES AND THEIR TRANSFER; OTHER SECURITIES
    
    
    -18-Section 8.1 Form and Execution of Certificates
    
    
    -18-Section 8.2 Lost Certificates
    
    
    -19-Section 8.3 Transfers
    
    
    -19-Section 8.4 Fixing Record Dates
    
    
    -19-Section 8.5 Registered Shareholders
    
    
    -20-Section 8.6 Treasury Shares
    
    
    -20-Section 8.7 Execution of Other Securities
    
    
    -20-ARTICLE IX  INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
    
    
    -20-Section 9.1 Right to Indemnification
    
    
    -20-Section 9.2 Right to Advancement of Expenses
    
    
    -22-Section 9.3 Non-Exclusivity of Rights
    
    
    -23-Section 9.4 Insurance
    
    
    -23-Section 9.5 Right of Indemnitee to Bring Suit
    
    
    -23-Section 9.6 Survival of Rights
    
    
    -23-Section 9.7 Amendments
    
    
    -24-Section 9.8 Savings Clause
    
    
    -24-Section 9.9 Certain Definitions
    
    
    -24-ARTICLE X  NOTICES
    
    
    -24-Section 10.1 Notice to Shareholders
    
    
    -24-Section 10.2 Notice to Directors
    
    
    -24-Section 10.3 Address Unknown
    
    
    -24-Section 10.4 Affidavit of Mailing
    
    
    -24-Section 10.5 Time of Notices Deemed Given
    
    
    -25-Section 10.6 Failure to Receive Notice
    
    
    -25-
 -ii-




---



##### 



PageSection 10.7 Notice to Person with Whom Communication Shall Be Unlawful
    
    
    -25-Section 10.8 Notice to Person with Undeliverable Address
    
    
    -25-ARTICLE XI  DIVIDENDS
    
    
    -25-Section 11.1 Declaration of Dividends
    
    
    -25-Section 11.2 Dividend Reserve
    
    
    -26-ARTICLE XII  AMENDMENTS
    
    
    -26-Section 12.1 Amendments
    
    
    -26-Section 12.2 Application of Bylaws
    
    
    -26-ARTICLE XIII  OTHER PROVISIONS
    
    
    -26-Section 14.1 Loans to Directors and Officers
    
    
    -26-Section 14.2 Annual Report
    
    
    -26-Section 14.3 Fiscal Year
    
    
    -27-Section 14.4 Charter Provisions
    
    
    -27-Section 14.5 Corporate Seal
    
    
    -27-Section 14.6 Code of Conduct
    
    
    -27-
 -iii-




---



##### 



BYLAWS
 OF
 GRAYMARK HEALTHCARE, INC.
 ARTICLE I
 OFFICES
 Section 1.1
    
    Principal Office. The principal office of the Corporation
shall be located within or without the State of Oklahoma and
as may be designated from time to time by the Board of
Directors.Section 1.2
    
    Registered Office. The registered office of the Corporation
required by law to be maintained in the State of Oklahoma may
be, but need not be, identical with the principal office of
the Corporation. The address of the registered office may be
changed from time to time by the Board of Directors in the
manner provided by law.Section 1.3
    
    Other Offices. The Corporation may have offices at such other
places as the Board of Directors may from time to time
determine or as the business of the Corporation may require.
The books and record of the Corporation may be kept (subject
to any provision contained in the corporate law of the State
of Oklahoma) at such place or places as may be determined from
time to time by the Board of Directors or in these Bylaws.
 ARTICLE II
 MEETINGS OF SHAREHOLDERS
 Section 2.1
    
    Place of Meetings. Meetings of the shareholders of the
Corporation shall be held at such place as may be designated
from time to time by the Board of Directors, or, if not so
designated, then at the principal executive offices of the
Corporation.Section 2.2
    
    Annual Meeting.(a) The annual meeting of the shareholders of
the Corporation, for the purpose of election of Directors and
for such other business as may lawfully come before it, shall
be held on such date and at such time as may be designated
from time to time by the Board of Directors.(b) At an annual meeting of the shareholders, only such business as
shall have been properly brought before the meeting shall be conducted. All
proxy solicitations by the Corporation or its management shall be conducted
in accordance with the Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended (the 1934 Act). To be properly brought
before an annual meeting, business must be: (A) specified in the notice of
meeting and proxy statement (or any supplement thereto) given and delivered
by or at the direction of the Board of Directors; (B) otherwise properly
brought before the meeting by or at the direction of the Board of Directors;
or (C) otherwise properly brought before the meeting by a shareholder. For
business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a shareholders notice must be delivered to or mailed and
received at the principal executive offices of the Corporation not less than
one
 -1-




---



##### 



hundred twenty (120) calendar days in advance of the date of the Notice
of Annual Meeting released to shareholders in connection with the previous
years annual meeting of shareholders; provided, however, that in the event
that an annual meeting was not held in the previous year or the date of the
annual meeting has been changed by more than thirty (30) days from the date
contemplated at the time of the previous years Notice of Annual Meeting,
notice by the shareholder to be timely must be so received a reasonable time
before the Notice of Annual Meeting is released to shareholders. A
shareholders notice to the Secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting: (i) a brief
description of the business desired to be brought before the annual meeting
and the reasons for conducting such business at the annual meeting; (ii) the
name and address, as they appear on the Corporations books, of the
shareholder proposing such business; (iii) the class and number of shares of
the Corporation that are beneficially owned by the shareholder; (iv) any
material interest of the shareholder in such business; and (v) any other
information that is required to be provided by the shareholder pursuant to
Regulation 14A promulgated under the 1934 Act in such shareholders capacity
as a proponent of a shareholder proposal.Notwithstanding anything in these Bylaws to the contrary, no shareholder
proposal shall be considered at any annual meeting except in accordance with
the procedures set forth in this Section. The chairman of the annual meeting
shall, if the facts warrant, determine and declare at the meeting that
business was not properly brought before the meeting and in accordance with
the provisions of this Section, and, if the chairman should so determine,
the chairman shall so declare at the meeting that any such business not
properly brought before the meeting shall not be transacted.(c) Only persons who are nominated in accordance with the procedures set
forth in this Section shall be eligible for election as Directors.
Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of shareholders by or at the direction
of the Board of Directors or by any shareholder of the Corporation entitled
to vote in the election of Directors at the meeting who complies with the
notice procedures set forth in this paragraph. Such nominations, other than
those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the Corporation in
accordance with the provisions of paragraph (b) of this Section 3.2. Such
shareholders notice shall set forth (i) as to each person, if any, whom the
shareholder proposes to nominate for election or re-election as a Director: (A) the name, age, business address and residence address of such person;
(B) the principal occupation or employment of such person; (C) the class and
number of shares of the Corporation which are beneficially owned by such
person; (D) a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nominations are to be made by the
shareholder; and (E) any other information relating to such person that is
required to be disclosed in solicitations of proxies for election of
Directors, or is otherwise required in each case pursuant to Regulation 14A
promulgated under the 1934 Act (including without limitation such persons
written consent to being named in the proxy statement, if any, as a nominee
and to serving as a Director if elected); and (ii) as to such shareholder
giving notice, the information required to be provided pursuant to
subsection (b) of this Section 2.2. At the request of the Board of
Directors, any person nominated by a shareholder for election as a Director
shall
furnish to the Secretary of the Corporation that information required to be
set forth in the shareholders notice of nomination which pertains to the
nominee. No person shall be eligible for election as a Director of the
Corporation unless nominated in
 -2-




---



##### 



accordance with the procedures set forth in
this paragraph. The chairman of the meeting shall, if the facts warrant,
determine and declare at the meeting that a nomination was not made in
accordance with the procedures prescribed by these Bylaws, and if the
chairman should so determine, the chairman shall so declare at the meeting,
and the defective nomination shall not be recognized and the nominee shall
not be entitled to appear on the ballot.Section 2.3
    
    Special Meetings. (a) Special meetings of the shareholders of the Corporation
may only be called, for any purpose or purposes, by (i) the Chairman of the Board of
Directors, (ii) the Chief Executive Officer or (iii) the Board of Directors pursuant to a
resolution adopted by a majority of the total number of authorized Directors (whether or not
there exist any vacancies in previously authorized directorships at the time any such
resolution is presented to the Board of Directors for adoption). All proxy solicitations by
the Corporation or its management shall be conducted in accordance with the Regulation 14A
promulgated under the 1934 Act.(b) If a special meeting shall be called pursuant to subsection (a) above by
any person or persons other than the Board of Directors, the request shall
be in writing, specifying the general nature of the business proposed to be
transacted, and shall be delivered personally or sent by registered mail or
by telegraphic or other facsimile transmission to the Chairman of the Board
of Directors, the President, or the Secretary of the Corporation. No
business may be transacted at such special meeting otherwise than specified
in such notice and the accompanying proxy statement and in accordance with
Regulation 14A promulgated under the 1934 Act. The Board of Directors shall
determine the time and place of such special meeting, which shall be held
not less than thirty-five (35) nor more than one hundred twenty (120) days
after the date of the receipt of the request. Upon determination of the
time and place of the meeting, the officer receiving the request shall cause
notice to be given to the shareholders entitled to vote, in accordance with
the provisions of Section 2.4 of these Bylaws. If the notice is not given
within sixty (60) days after the receipt of the request, the person or
persons requesting the meeting may set the time and place of the meeting and
give the notice. Nothing contained in this subsection (b) shall be construed
as limiting, fixing or affecting the time when a meeting of shareholders
called by action of the Board of Directors may be held.Section 2.4
    
    Notice of Meetings. Except as otherwise provided by law or the certificate of
incorporation of the Corporation, as the same may be amended or restated from time to time and
including any certificates of designation thereunder (hereinafter, the Certificate of
Incorporation), written notice of each meeting of shareholders shall be given not less than
twenty (20) nor more than sixty (60) days before the date of the meeting to each shareholder
entitled to vote at such meeting, such notice to specify the place, date, time and purpose or
purposes of the meeting and the means of remote communications, if any, by which shareholders
and proxy holders may be deemed to be present in person and vote at the meeting. Notice of
any meeting of shareholders may be waived in writing, signed by the person entitled to notice
thereof, either before or after such meeting, and will be waived by any shareholder by his or
her attendance thereat in person or by proxy, except when the shareholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting was not lawfully called or convened. Any shareholder so
waiving notice of such
meeting shall be bound by the proceedings of any such meeting in all
respects as if due notice thereof had been given.Section 2.5
    
    Quorum. At all meetings of shareholders, except where
otherwise provided by
 -3-




---



##### 



statute or by the Certificate of
Incorporation, or by these Bylaws, the presence, in
person or by proxy duly authorized, of the holders of
one-third (1/3rd) of the outstanding shares of stock
entitled to vote shall constitute a quorum for the
transaction of business. In the absence of a quorum,
any meeting of shareholders may be adjourned, from time
to time, either by the chairman of the meeting or by
vote of the holders of a majority of the shares
represented thereat, but no other business shall be
transacted at such meeting. The shareholders present
at a duly called or convened meeting, at which a quorum
is present, may continue to transact business until
adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum. Except as
otherwise provided by law, the Certificate of
Incorporation or these Bylaws, all action taken by the
holders of a majority of the votes cast, excluding
abstentions, at any meeting at which a quorum is
present shall be valid and binding upon the
Corporation; provided, however, that Directors shall be
elected by a plurality of the votes of the shares
present in person or represented by proxy at the
meeting and entitled to vote on the election of
Directors. Where a separate vote by a class or classes
is required, a majority of the outstanding shares of
such class or classes, present in person or represented
by proxy, shall constitute a quorum entitled to take
action with respect to that vote on that matter and the
affirmative vote of the majority (plurality, in the
case of the election of Directors) of shares of such
class or classes present in person or represented by
proxy at the meeting shall be the act of such class.Section 2.6
    
    Adjournment and Notice of Adjourned Meetings. Any
meeting of shareholders, whether annual or special, may
be adjourned from time to time either by the chairman
of the meeting or by the vote of a majority of the
shares casting votes, excluding abstentions. When a
meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time
and place thereof are announced at the meeting at which
the adjournment is taken. At the adjourned meeting, the
Corporation may transact any business that may have
been transacted at the original meeting. If the
adjournment shall be for more than thirty (30) days or
if after the adjournment a new record date shall be
fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder of
record entitled to vote at the meeting.Section 2.7
    
    Voting Rights. For the purpose of determining those
shareholders entitled to vote at any meeting of the
shareholders, except as otherwise provided by law, only
persons in whose names shares stand on the stock
records of the Corporation on the record date, as
provided in Section 2.9 of these Bylaws, shall be
entitled to vote at any meeting of shareholders. Shares
may be voted either in person or by one or more agents
authorized by a written proxy executed by the
shareholder or by the shareholders duly authorized
attorney-in-fact. The appointment of a proxy shall be
filed in writing with the Secretary at, or before, the
meeting. Any copy, facsimile telecommunication or
other reliable reproduction of the writing or
transmission created pursuant to this Section may be
substituted or used in lieu of the original writing or
transmission for any and all purposes for which the
original writing or transmission could be used,
provided that such copy, facsimile telecommunication or
other reproduction shall be a complete reproduction of
the entire original writing or transmission.A proxy is not valid after the expiration of three years from the date of
its execution, unless the person executing it specifies thereon the length
of time for which it is to continue in force, or limits its use to a
particular meeting. The termination of a proxys authority by act of the
shareholder shall, subject to the time limitation set forth herein, be
ineffective until written notice of the termination has been received
 -4-




---



##### 



by the
Secretary. A proxys authority shall not be revoked by the death or
incapacity of the maker unless, before the vote shall have been cast or the
authority shall have been exercised, written notice of such death or
incapacity shall have been received by the Corporation.Section 2.8
    
    Joint Owners of Stock. If shares or other securities having voting power stand of
record in the names of two (2) or more persons, whether fiduciaries, members of a partnership,
joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more
persons have the same fiduciary relationship respecting the same shares, unless the Secretary
is given written notice to the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it is so provided, their acts with
respect to voting shall have the following effect: (a) if only one (1) votes, such persons
act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; or
(c) if more than one (1) votes, but the vote is evenly split on any particular matter, each
faction may vote the securities in question proportionally, or may apply to the district court
to appoint an additional person to act with the persons so voting the shares, which shall then
be voted as determined by a majority of such persons and the person appointed by the court.
If the instrument filed with the Secretary shows that any such tenancy is held in unequal
interests, a majority or even-split for the purpose of clause (c) shall be a majority or
even-split in interest.Section 2.9
    
    List of Shareholders. The Secretary shall prepare and
make, at least ten (10) days before every meeting of
shareholders, a complete list of the shareholders
entitled to vote at said meeting, arranged in
alphabetical order, showing the address of each
shareholder and the number of shares registered in the
name of each shareholder. Such list shall be open to
the examination of any shareholder, for any purpose
germane to the meeting, during ordinary business hours,
for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the
meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not specified, at
the place where the meeting is to be held. The
Corporation shall not be required to include electronic
mail addresses or other electronic contact information
on the list. The list shall be open to the examination
of any shareholder, for any purpose germane to the
meeting for a period of at least ten (10) days prior to
the meeting:(A) on a reasonably accessible electronic
network; provided that the information required to gain
access to the list is provided with the notice of the
meeting; or (B) during ordinary business hours, at the
principal place of business of the Corporation. In the
event that the Corporation determines to make the list
available on an electronic network, the Corporation may
take reasonable steps to ensure that the information is
available only to shareholders of the Corporation. If
the meeting is to be held at a place, then the list
shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may
be inspected by any shareholder present at the meeting.
If the meeting is to be held solely by means of remote
communication, then the list shall also be open to the
examination of any shareholder during the whole time of
the meeting on a reasonably accessible electronic
network, and the information required to access the
list shall be provided with the notice of the meeting.Section 2.10
    
    Action Without Meeting. The shareholders of the
Corporation may take action by written consent without
a meeting to the extent and in the manner permitted by
law. Any action taken by the shareholders of the
Corporation shall be in shall be conducted in
accordance with the Regulation 14C promulgated under
the 1934 Act. Any action which may be taken at a
meeting of the shareholders may be taken without a
meeting if a consent in writing, setting forth the
action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum
 -5-




---



##### 



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
shall be delivered to the Corporation by delivery to
its registered office in Oklahoma, it principal place
of business, or the Secretary. Delivery shall be made
by hand or by certified or registered mail, return
receipt requested.Each written consent shall bear the date of signature of each shareholder
who signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty (60) days of the
date of the earliest dated consent delivered to the Corporation, a written
consent or consents signed by a sufficient number of holders to take action
are delivered to the Corporation in the manner prescribed in the first
paragraph of this Section.In order that the Corporation may determine the shareholders entitled
to consent to corporate action in writing without a meeting, the Board of
Directors of the Corporation 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
(10) days after the date upon which the resolution fixing the record date
adopted by the Board of Directors. If no record date has been fixed by the
Board of Directors, the record date for determining shareholders entitled to
consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors shall be required by the Oklahoma General
Corporation Act, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken shall have been
received by the Corporation by delivery to the Secretary of the Corporation.
If no record date has been fixed by the Board of Directors and prior action
by the Board of Directors shall be required by the Oklahoma General
Corporation Act, the record date for determining shareholders 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 action.Section 2.11
    
    Organization. (a) At every meeting of shareholders, unless another officer of the
Corporation has been appointed by the Board of Directors, the Chairman of the Board of
Directors shall act as chairman unless another officer of the Corporation has been appointed
by the Board of Director, or, if a Chairman has not been appointed, shall be absent, or
designates the next senior officer present to so act, the Chief Executive Office, or if the
Chief Executive Officer shall be absent, the President, or, if the President shall be absent,
the most senior Vice President present, or, in the absence of any such officer, a chairman of
the meeting chosen by a majority in interest of the shareholders entitled to vote, present in
person or by proxy, shall act as chairman. The Secretary, or, in his or her absence, an
Assistant Secretary directed to do so by the Chief Executive Officer, or if the Chief
Executive Officer shall be absent, by the President, shall act as secretary of the meeting.(b) The Board of Directors of the Corporation shall be entitled to make such
rules or regulations for the conduct of meetings of shareholders as it deems
necessary, appropriate or convenient. Subject to such rules and regulations
of the Board of
Directors, if any, the chairman of the meeting shall have the right and
authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chairman, are necessary, appropriate
or convenient for the proper conduct of the meeting, including, without
limitation, establishing an agenda or order of business for the meeting,
rules and procedures for maintaining order at the meeting and the safety of
those present, limitations on participation in such meeting to shareholders
of record of the Corporation and their duly authorized and
 -6-




---



##### 



constituted
proxies and such other persons as the chairman shall permit, restrictions on
entry to the meeting after the time fixed for the commencement thereof,
limitations on the time allotted to questions or comments by participants
and regulation of the opening and closing of the polls for balloting on
matters that are to be voted on by ballot. Unless and to the extent
determined by the Board of Directors or the chairman of the meeting,
meetings of shareholders shall not be required to be held in accordance with
rules of parliamentary procedure.Section 2.12
    
    Voting of Shares. Each outstanding share of capital stock entitled to vote shall be
entitled to one vote on each matter submitted to a vote at a meeting of shareholders, subject
to the voting rights and privileges, lack thereof, or limitations thereon, of the class or
series of capital stock. At each election for Directors, every shareholder entitled to vote
at such election shall have the right to vote, in person or by proxy, the number of shares
standing of record in his or her name for each person nominated as a Director to be elected
and for whose election he or she has a right to vote.Treasury shares, or other shares not at the time outstanding, shall not,
directly or indirectly, be voted at any shareholders meeting or counted in
calculating the actual voting power of shareholders at any given time, but
shares of Corporation stock held by the Corporation in a fiduciary capacity
may be voted and shall be counted in determining the total number of
outstanding shares and the actual voting power of the shareholders at any
given time.Every stock vote at a meeting of shareholders shall be taken by
written ballots, each of which shall state the name of the shareholder or
proxy voting and such other information as may be required under the
procedure established for the meeting. The Corporation may, and to the
extent permitted by law, shall, in advance of any meeting of shareholders,
appoint one or more inspectors to act at the meeting and make a written
report thereof. The Corporation may designate one or more persons as
alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate shall be able to act at a meeting of shareholders,
the person presiding at the meeting may, and to the extent required by law,
shall, appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his or her duties, shall
take and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his or her ability. Every
vote taken by ballots shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.Section 2.13
    
    Votes Required. The vote of a majority of the shares voted at a meeting of
shareholders, duly held at which a quorum shall be present, shall be sufficient to take or
authorize action upon any matter which may properly come before the meeting, except as
otherwise provided by law or by these Bylaws.
 -7-




---



##### 



ARTICLE III
 BOARD OF DIRECTORS
 Section 3.1
    
    General Powers. The powers of the Corporation shall be
exercised, its business conducted and its property controlled
by the Board of Directors, except as may be otherwise provided
by law or by the Certificate of Incorporation. If any
provision shall be made in the Certificate of Incorporation,
the powers and duties conferred or imposed upon the Board of
Directors by the provisions of the Oklahoma General
Corporation Act shall be exercised or performed to the extent
and by the person or persons stated in the Certificate of
Incorporation.Section 3.2
    
    Number, Qualifications and Tenure. (a) The number of
Directors constituting the Board of Directors shall be at
least one and such number as the Directors may from time to
time determine by resolution of the Board of Directors or
election by the Board of Directors.(b) Directors need not be residents of the State of Oklahoma or
shareholders of the Corporation, unless so required by the Certificate of
Incorporation. During any period that the Corporation shall be subject to
the reporting obligations of the 1934 Act, the majority of the members of
the Board of Directors shall be independent directors within the meanings
of the 1934 Act and the rules and regulations promulgated thereunder by the
U.S. Securities and Exchange Commission (the SEC) and the rules and
regulations of Financial Industry Regulatory Authority, Inc. (FINRA) and
Nasdaq Stock Market, Inc. (Nasdaq). In the event a Nominating Committee
shall not be in existence at the applicable time, all nominees for election
to the Board of Directors shall be approved by a majority of the
independent directors within the meanings of the 1934 Act and the rules
and regulations promulgated thereunder by the SEC and the rules and
regulations of FINRA and Nasdaq.(c) The Directors shall be elected at the annual or adjourned annual
meeting of the shareholders (except as herein otherwise provided for the
filling of vacancies) and each Director shall hold office until the
Directors death, resignation, retirement, removal, disqualification, or the
Directors successor shall have been elected and qualified. If, for any
reason, the Directors shall not have been elected at an annual meeting, the
Directors may be elected as soon thereafter as convenient at a special
meeting of the shareholders called and held for that purpose in the manner
provided in these Bylaws and in accordance with the Oklahoma General
Corporation Act.Section 3.3
    
    Vacancies. Vacancies occurring on the Board of Directors for any reason may be
filled by vote of a majority of the remaining members of the Board of Directors, although less
than a quorum, at any meeting of the Board of Directors, or by a sole remaining Director.
Each Director so elected shall hold office for the unexpired portion of the term of the
Director whose place shall be vacant and until his or her successor shall have been duly
elected and qualified or until such Directors earlier death, resignation or due removal. A
vacancy in the Board of Directors shall be deemed to exist under this Section 3.3 in the case
of the death, removal or resignation of any Director, or if the shareholders fail at any
meeting of shareholders at which Directors are to be elected (including any meeting referred
to in Section 4.1, 4.2
or 4.3 below) to elect the number of Directors then constituting the whole
Board of Directors.At a special meeting of shareholders, the shareholders may elect a Director
to fill any vacancy not filled by the Board of Directors.
 -8-




---



##### 



Section 3.4
    
    Resignation. Any Director may resign at any time by
delivering his or her written resignation to the Secretary,
such resignation to specify whether it will be effective at a
particular time, upon receipt by the Secretary or at the
pleasure of the Board of Directors. If no such specification
shall be made, it shall be deemed effective at the pleasure of
the Board of Directors. When one or more Directors shall
resign from the Board of Directors, effective at a future
date, a majority of the Directors then in office, including
those who have so resigned, shall have power to fill such
vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective, and
each Director so chosen shall hold office for the unexpired
portion of the term of the Director whose place shall be
vacated and until his or her successor shall have been duly
elected and qualified.Section 3.5
    
    Removal. The entire Board of Directors, or any individual
Director, may be removed at any time, with or without cause,
by a vote of the shareholders holding a majority of the
outstanding shares entitled to vote at an annual or special
meeting of shareholders. Whenever the holders of any class or
series of capital stock of the Corporation are entitled to
elect one or more Directors by the provisions of the
Certificate of Incorporation, the provisions of this Section
3.4 shall apply with respect to the removal of a Director or
Directors so elected, to the vote of the holders of the
outstanding shares of that class or series and not to the vote
of the outstanding shares as a whole.Section 3.6
    
    Chairman of Board. There may be a Chairman of the Board of
Directors elected by the Directors from their number at the
annual meeting of the Board of Directors. The Chairman shall
preside at all meetings of the Board of Directors and perform
such other duties as may be directed by the Board.Section 3.7
    
    Compensation. Directors shall be entitled to such
compensation for their services as may be approved by the
Board of Directors, including, if so approved, by resolution
of the Board of Directors, a fixed sum and expenses of
attendance, if any, for attendance at each regular or special
meeting of the Board of Directors and at any meeting of a
committee of the Board of Directors. Nothing in these Bylaws
shall be construed to preclude any Director from serving the
Corporation in any other capacity as an officer, agent,
employee, or otherwise and receiving compensation for service
in the capacity.Section 3.8
    
    Organization. The Chairman of the Board shall preside at the
meetings of the Board of Directors, if present. In the case
of any meeting, if there shall be no Chairman of the Board or
if the Chairman shall not be present, the Vice Chairman (if
there be one) shall preside, or if there be no Vice Chairman
or if the Vice Chairman shall not be present, a chairman
chosen by a majority of the Directors present shall act as
chairman of such meeting. The Secretary of the Corporation or,
in the absence of the Secretary, any person appointed by the
Chairman shall act as secretary of the meeting.
 ARTICLE IV
 MEETINGS OF DIRECTORS
 Section 4.1
    
    Annual Meetings. Unless the Board of Directors shall
determine otherwise, the annual meeting of the Board of
Directors shall be held immediately before or after the
annual meeting of shareholders and at the place where
such meeting shall be held. No notice of an annual
meeting of the Board of Directors shall be necessary
and such meeting shall be held for the purpose of
electing officers and transacting any
 -9-




---



##### 



other business as
may lawfully come before it. At its annual meeting the
Board of Directors shall conduct a self-evaluation to
determine whether its standing committees are
functioning effectively.Section 4.2
    
    Regular Meetings. Except as hereinafter otherwise
provided by law or in these Bylaws, regular meetings of
the Board of Directors shall be held in the principal
executive offices of the Corporation. Unless otherwise
restricted by the Certificate of Incorporation, regular
meetings of the Board of Directors may also be held at
any time or place as designated by resolution of the
Board of Directors (without other notice than the
resolution) or the written consent of all Directors.Section 4.3
    
    Special Meetings. Special meetings of the Board of
Directors may be called by the President or by a
majority of the Directors. The person or persons
authorized to call special meetings of the Board of
Directors may fix any time and place, either within or
without the State of Oklahoma, as the time and place
for holding any special meeting of the Board of
Directors called by them.Section 4.4
    
    Notice. Notice of special meetings of the Board of
Directors shall be given to each Director not less than
three (3) days before the date of the meeting by any
usual means of communication. All business to be
transacted at, and all purposes of, any regular or
special meeting of the Board of Directors must be
specified in the notice or waiver of notice of the
meeting, except as may otherwise be required by law or
provided for in the Certificate of Incorporation or
these Bylaws. Notice of any meeting may be waived in
writing at any time before or after the meeting and
will be deemed waived by any Director by attendance
thereat, except when the Director attends the meeting
solely for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any
business because the meeting was not lawfully called or
convened.Section 4.5
    
    Waiver by Attendance. Attendance of a Director at a
meeting of the Board of Directors shall constitute a
waiver of notice of such meeting, except where a
Director attends a meeting for the express purpose of
objecting to the transaction of any business because
the meeting was not lawfully called or convened. The
transaction of all business at any meeting of the Board
of Directors, or any
committee thereof, however called or noticed, or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice, if
a quorum be present and if, either before or after the meeting, each of the
Directors not present shall sign a written waiver of notice, or a consent to
holding such meeting, or an approval of the minutes the meeting. All such
waivers, consents or approvals shall be filed with the corporate records or
made a part of the minutes of the meeting.Section 4.6
    
    Quorum. A quorum of the Board of Directors shall consist of a
majority of the exact number of Directors fixed from time to
time in accordance with Section 3.2 of these Bylaws, but not
less than one (1); provided, however, at any meeting whether a
quorum be present or otherwise, a majority of the Directors
present may adjourn from time to time until the time fixed for
the next regular meeting of the Board of Directors, without
notice other than by announcement at the meeting.Section 4.7
    
    Manner of Acting. Except as otherwise provided in these
Bylaws, the act of the majority of the Directors present at a
meeting at which a quorum was present shall be the act of the
Board of Directors, unless a different vote shall be required
by law, the Certificate of Incorporation or these Bylaws.
 -10-




---



##### 



Section 4.8
    
    Presumption of Assent. A Director of the Corporation
present at a meeting of the Board of Directors at which
action on any corporate matter was taken shall be
presumed to have assented to the action taken unless
his or her contrary vote or abstention shall be
recorded or his or her dissent shall have been
otherwise entered in the minutes of the meeting or
unless he or she shall file his or her written dissent
of such action with the person acting as the Secretary
of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the
Secretary promptly after the adjournment of the
meeting. An abstention shall be deemed a negative
vote. Such right to dissent shall not apply to a
Director who voted in favor of such action.Section 4.9
    
    Informal Action by Directors. Any action that may be
taken at a meeting of the Board of Directors may be
taken without a meeting if a record or memorandum
thereof be made in writing and signed by all of the
members of the Board. Such writing or memorandum shall
be filed with the Secretary as part of the corporate
records.Section 4.10
    
    Participation in Meetings by Conference Telephone.
Members of the Board of Directors, or any committee
thereof, may participate in a meeting of such Board or
committee by means of conference telephone or similar
communications equipment by means of which persons
participating in the meeting can hear each other and
such participation shall constitute presence in person
at such meeting.Section 4.11
    
    Executive Sessions. Preceding or following each
meeting of the Board of Directors, the independent
directors shall meet in executive sessions without the
Corporations executive officers and other employees,
unless the executive officer or employee shall be
appearing before the executive session by invitation or
request. A Director shall be designated to preside at
the executive sessions, although there shall be no
requirement to designate a single Director who will
preside at all executive sessions.Section 4.12
    
    Reliance on Others. A member of the Board of
Directors, or a member of any committee designated by
the Board of Directors, in the performance of the
members duties, shall be fully protected in relying in
good faith upon the records of the Corporation and upon
information, opinions, reports, or statements presented
to the Corporation by any of the Corporations officers
or employees, or committees of the Board of Directors,
or by any other person as to matters the member
reasonably believes are within the competence of the
officer, employee, committee or other person and who
have been selected with reasonable care by or on behalf
of the Corporation.
 ARTICLE V
 COMMITTEES
 Section 5.1
    
    Executive Committee. The Board of Directors may by resolution passed by a majority of
the whole Board of Directors appoint an Executive Committee to consist of two (2) or more
members of the Board of Directors. The Executive Committee, to the extent permitted by law
and specifically granted by the Board of Directors, shall have, and may exercise when not
session, all powers of the Board of Directors in the management of the business and affairs of
the Corporation, except such committee shall not have the power or authority to amend the
Certificate of Incorporation, to adopt an agreement of merger or consolidation, to recommend
to the shareholders the sale, lease or exchange of all or substantially all of the
Corporations property and
 -11-




---



##### 



assets, to recommend to the shareholders of the Corporation a
dissolution of the Corporation or a revocation of a dissolution, or to amend these Bylaws.Section 5.2
    
    Audit Committee. (a) The Board of Directors shall by resolution passed by a
majority of the whole Board of Directors appoint an Audit Committee to consist of three (3) or
more members of the Board of Directors, each of whom shall meet the independence and
experience requirements of the 1934 Act and the rules and regulations promulgated thereunder
by the SEC and the rules and regulations of FINRA and Nasdaq, including one of the members
qualifying as a financial expert. The members of the Committee shall be elected annually at
the meeting of the full Board following the Corporations annual shareholders meeting and will
be listed in the annual report and proxy statement to shareholders. One of the members will
be elected Committee Chair by the Board.(b) The Board of Directors shall adopt an Audit Committee Charter setting
forth the required membership of the Audit Committee and the purposes,
duties and responsibilities of the Audit Committee, which Charter may be
amended from time to time by the Board of Directors. In accordance with the
Audit Committee Charter, the Audit Committees primary function shall be to
assist the Board of Directors in fulfilling and improving its oversight
responsibilities with respect to (i) the appointment, compensation, and
over-sight of the work of the Corporations independent accountants
(including resolution of disagreements between management and the
independent accountants regarding financial reporting) for the purpose of
preparing or issuing an audit report or related work; (ii)the annual and
quarterly financial information and corporate disclosures to be provided to
shareholders and the SEC and the accuracy and reliability of the financial
information and disclosures; (iii) the system of internal controls that
management has established; and (iv) the internal and external audit
process. In addition, the Audit Committee shall provide a line of
communication between the Corporations independent accountants, accounting
staff, financial management and the Board of Directors. The Committee shall
establish a clear understanding with the Board
of Directors and the independent accountants that the ultimate
accountability of the independent accountants shall be to the Board and the
Audit Committee. The independent accountants shall be required to report
directly to the Audit Committee. The Audit Committee shall make regular
reports to the Board of Directors concerning its activities.(c) The Audit Committees duties shall not include the planning or conduct
of audits or determination that the Corporations financial statements are
in accordance with generally accepted accounting principles. This shall be
the responsibility of the Corporations Chief Executive Officer and Chief
Financial Officer and independent accountants. Furthermore, unless
otherwise authorized and approved by the Board of Directors, the Audit
Committees duties shall not require the Committee to assure compliance with
laws and regulations and the Corporations business conduct guidelines.(d) The Audit Committee shall have the authority to investigate any matter
or activity involving financial accounting and financial reporting, as well
as the internal controls of the Corporation. In that regard, the Audit
Committee will have the authority to approve the retention of external
professionals to render advice and counsel in such matters. All employees
of the Corporation shall be directed to cooperate with respect thereto as
requested by members of the Audit Committee. Furthermore, the Audit
Committee shall have the authority to resolve disagreements, if any, between
the Corporations management and the independent accountants.(e) The Audit Committee shall meet as frequently as the Audit Committee
deems necessary, but not less than four times each year, to carry out it
duties and responsibilities. Content of the agenda for each meeting shall
be cleared by the Committee Chair. The Committee shall be to meet in
separate executive sessions with the Chief Financial Officer, independent
accountants and internal accounting staff of the Corporation at least once
each year and more frequently as considered appropriate by the Audit
Committee.
 -12-




---



##### 



(f) The Audit Committee shall establish procedures for Directors, officers,
and employees of the Company to report complaints regarding accounting,
internal accounting controls or auditing matters or to obtain help with a
potential accounting or auditing complaint.(g) The Audit Committee shall be authorized in its discretion to engage and
retain independent legal counsel and other professional advisers as it
determines necessary, in its sole discretion, to carry out the Audit
Committees duties and responsibilities.(h) The Corporation shall provide for appropriate funding, as
determined by the Audit Committee, in its capacity as a committee of the
Board of Directors, for payment of compensation to the Corporations
independent accountants for the purpose of rendering or issuing an audit
report and any professional advisers employed by the Audit Committee.Section 5.3
    
    Compensation Committee. (a) The Board of Directors shall by resolution passed by a
majority of the whole Board of Directors appoint a Compensation Committee to consist of three
(3) or more members of the Board of Directors and shall meet the independence requirements of
the 1934 Act and the rules and regulations promulgated thereunder by the SEC and the rules and
regulations of FINRA and Nasdaq. The members of the Compensation Committee shall be elected
annually at the meeting of the full Board following the Corporations annual shareholders
meeting and will be listed in the annual report and proxy statement to shareholders. One of
the members will be elected Committee Chair by the Board.(b) The Compensation Committee shall be responsible for determining the
compensation of the Corporations senior management and establishing
compensation policies for the Corporations employees generally; provided,
however, that at any time the compensation of the Chief Executive Officer or
President shall be under review and consideration, the Compensation
Committee shall be comprised solely of independent directors (within the
meaning of the 1934 Act and the rules and regulations promulgated thereunder
and the rules and regulations promulgated by the Nasdaq and FINRA) and
approval of the compensation of the Chief Executive Officer or President
shall be pursuant to the majority vote of the independent directors in
executive session.Section 5.4
    
    Other Committees. The Board of Directors, by resolution adopted by a majority of
Directors, may designate one or more additional 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. In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from voting, whether or
not he or she or they constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any such absent or disqualified member.
Any such committee 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 to (i) amend the Certificate of Incorporation
(except that a committee, to the extent authorized in the resolution or resolutions providing
for the issuance of shares of stock adopted by the Board of Directors may fix the designations
and any of the preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion into, or the
exchange of such shares for, shares of any other class or classes or any other series of the
same or any other class or classes of stock of the Corporation or fix the number of shares of
any series of stock or authorize the increase or decrease of the shares of any series), (ii)
adopt an agreement of merger or consolidation, (iii) recommend to the shareholders the sale,
lease or exchange of all or substantially all of the Corporations property and assets, (iv)
recommend to the shareholders the dissolution of the Corporation or the revocation of a
dissolution, or (v) amend the Bylaws of the Corporation, and (vi) unless
 -13-




---



##### 



by resolution of the
Board of Directors, declare a dividend, authorize the issuance of stock, or to adopt a
certificate of ownership and merger.Section 5.5
    
    Term. Each member of a committee of the Board of
Directors shall serve a term on the committee
coexistent with such members term on the Board of
Directors. The Board of Directors, subject to the
provisions of Sections 5.1, 5.2, 5.3 and 5.4 may at any
time increase or decrease the number of members of a
committee or terminate the existence of a committee.
The membership of a committee member shall terminate on
the date of his or her death or voluntary resignation
from the committee or from the Board of Directors. The
Board of Directors may at any time for any reason
remove any individual committee member and the Board of
Directors may fill any committee vacancy created by
death, resignation, removal or increase in the number
of members of the committee. The Board of Directors 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,
and, in addition, in the absence or disqualification of
any member of a committee, the member or members
thereof present at any meeting and not disqualified
from voting, whether or not he or she or they
constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting
in the place of any such absent or disqualified member.Section 5.6
    
    Meetings.Unless the Board of Directors shall otherwise
provide, regular meetings of the Executive Committee,
Audit Committee, Compensation Committee or any other
committee appointed pursuant to this Section 5.4 shall
be held at such times and places as are determined by
the Board of Directors, or by any such committee, and
when notice thereof has been given to each member of
such committee, no further notice of such regular
meetings need be given thereafter. Special meetings of
any such committee may be held at any place which has
been determined from time to time by such committee,
and may be called by any Director who shall be a member
of such committee, upon written notice to the members
of such committee of the time and place of such special
meeting given in the manner provided for the giving of
written notice to members of the Board of Directors of
the time and place of special meetings of the Board of
Directors. Notice of any special meeting of any
committee may be waived in writing at any time before
or after the meeting and will be waived by any Director
by attendance thereat, except when the Director attends
such special meeting solely for the express purpose of
objecting, at the beginning of the meeting, to the
transaction of any business because the meeting was not
lawfully called or convened. A majority of the
authorized number of members of any such committee
shall constitute a quorum for the transaction of
business, and the act of a majority of those present at
any meeting at which a quorum shall be present shall be
the act of such committee. As necessary or desirable,
the Committee may request that members of management
and representatives of the independent accountants and
internal accounting staff be present at committee
meetings.Section 5.7
    
    Minutes. Each committee shall keep regular minutes of
its proceedings and report the same to the Board when
required.Section 5.8
    
    Responsibility of Directors. The designation of a
committee and the delegation thereto of authority shall
not operate to relieve the Board of Directors, or any
member thereof, of any responsibility or liability
imposed by law.
 ARTICLE VI
 OFFICERS
 Section 6.1
    
    Officers Designated. The officers of the Corporation
shall include, if and when designated by the Board of
Directors, a Chairman of the Board of Directors, a
Chief Executive Officer,
 -14-




---



##### 



President, Chief Financial
Officer, one or more executive and non-executive Vice
Presidents (any one or more of which executive Vice
Presidents may be designated as Executive Vice
President or Senior Vice President or a similar title),
a Secretary and a Treasurer. The Board of Directors
may, at its discretion, create additional offices and
assign such duties to those offices as it may deem
appropriate from time to time, which offices may
include a Vice Chairman of the Board of Directors, a
Chief Operating Officer, one or more Assistant
Secretaries and Assistant Treasurers, and one or more
other offices which may be created at the discretion of
the Board of Directors. Any one person may hold any
number of offices of the Corporation at any one time
unless specifically prohibited therefrom by law. The
salaries and other compensation of the officers of the
Corporation shall be fixed by or in the manner
designated by the Board of Directors.Section 6.2
    
    Tenure and Duties of Officers.(a) General. All officers shall hold office at the pleasure of the Board of
Directors and until their successors shall have been duly elected and
qualified, unless sooner removed.
Any officer elected or appointed by the Board of Directors may be removed at
any time by the Board of Directors. If the office of any officer becomes
vacant for any reason, the vacancy may be filled by the Board of Directors.
Except for the Chairman of the Board and the Vice Chairman of the Board, no
officer need be a Director.(b) Duties of Chairman of the Board of Directors. The Chairman of the Board
of Directors, when present, shall preside at all meetings of the Board of
Directors and, unless the Chairman has designated the next senior officer to
so preside, at all meetings of the shareholders. The Chairman of the Board
of Directors shall perform other duties commonly incident to such office and
shall also perform such other duties and have such other powers as the Board
of Directors shall designate from time to time.(c) Powers and Duties of the Vice Chairman of the Board. The Board of
Directors may but shall not be required to assign areas of responsibility to
a Vice Chairman of the Board, and, in such event, and subject to the overall
direction of the Chairman of the Board and the Board of Directors, the Vice
Chairman of the Board shall be responsible for supervising the management of
the affairs of the Corporation and its subsidiaries within the area or areas
assigned and shall monitor and review on behalf of the Board of Directors
all functions within such corresponding area or areas of the Corporation and
each such subsidiary of the Corporation. In the absence of the Chief
Executive Officer, or in the event of the Chief Executive Officers
inability or refusal to act, the Vice Chairman of the Board shall perform
the duties of the Chief Executive Officer, and when so acting shall have all
the powers of and be subject to all the restrictions upon the Chief
Executive Officer. Furthermore, the Vice Chairman of the Board shall have
such other powers and duties as designated in accordance with these Bylaws
and as from time to time may be assigned to the Vice Chairman of the Board
by the Board of Directors or the Chairman of the Board.(d) Duties of the Chief Executive and Chief Operating Officers. Subject to
the control of the Board of Directors, the Chief Executive Officer shall
have general executive charge, management and control, of the properties,
business and operations of the Corporation with all such powers as may be
reasonably incident to such responsibilities; and subject to the control of
the Chief Executive Officer, the Chief Operating Officer shall have general
operating charge, management and control, of the properties, business and
operations of the Corporation with all such powers as may be reasonably
incident to such responsibilities. The Chief Executive Officer and, if and
to the extent designated by the Chief Executive Officer or the Board, the
Chief Operating Officer, may agree upon and execute all leases, contracts,
evidences of indebtedness and other obligations in the name of the
Corporation and may sign all certificates for shares of capital stock of the
Corporation, and each shall have such other powers and duties as are
designated in accordance with these Bylaws and as from time to time may be
assigned to each by the Board of Directors. Unless the Board of Directors
 -15-




---



##### 



otherwise determines, the Chief Executive Officer shall, in the absence of
the Chairman of the Board, or Vice Chairman of the Board, or if there be no
Chairman of the Board or Vice Chairman of the Board, preside at all meetings
of the shareholders and (should he or she be a Director) of the Board of
Directors.(e) Duties of President. Unless the Board of Directors otherwise
determines and subject to the provisions of subsection (d) above, the
President shall be the Chief Operating Officer of the Corporation. Unless
the Board of Directors otherwise determines, the President shall, in the
absence of the Chairman of the Board, Vice Chairman of the Board, or Chief
Executive Officer, or if there be no Chairman of the Board, Vice Chairman of
the Board or Chief Executive Officer, preside at all meetings of the
shareholders and (should he or she be a Director) of the Board of Directors.
The President shall have such other powers and duties as designated in
accordance with these Bylaws and as from time to time may be assigned to him
or her by the Board of Directors.(f) Duties of Vice Presidents. Vice Presidents, by virtue of their
appointment as such, shall not necessarily be deemed to be executive
officers of the Corporation, such status as an executive officer only being
conferred if and to the extent such Vice President shall be placed in charge
of a principal business unit, division or function (e.g., sales,
administration or finance) or performs a policy-making function for the
Corporation (within the meaning of Section 16 of the 1934 Act and the rules
and regulations promulgated thereunder). Each executive Vice President
shall at all times possess, and upon the authority of the Chief Executive
Officer or President any non-executive Vice President shall from time to
time possess, power to sign all certificates, contracts and other
instruments of the Corporation, except as otherwise limited pursuant to
Article VII hereof or by the Chairman of the Board, the Chief Executive
Officer, President, or the Vice Chairman of the Board. The Vice Presidents
shall perform other duties commonly incident to their office and shall also
perform such other duties and have such other powers as the Board of
Directors or the President shall designate from time to time.(g) Duties of Secretary. The Secretary shall keep the minutes of all
meetings of the Board of Directors, committees of the Board of Directors and
the shareholders, in books provided for that purpose; shall attend to the
giving and serving of all notices; may in the name of the Corporation affix
the seal of the Corporation to all contracts and attest the affixation of
the seal of the Corporation thereto; may sign with the other appointed
officers all certificates for shares of capital stock of the Corporation;
and shall have charge of the certificate books, transfer books and stock
ledgers, and such other books and papers as the Board of Directors may
direct, all of which shall at all reasonable times be open to inspection of
any Director upon application at the office of the Corporation during
business hours. The Secretary shall perform all other duties given in these
Bylaws and other duties commonly incident to such office and shall also
perform such other duties and have such other powers as the Board of
Directors shall designate from time to time. The Chief Executive Officer or
President may direct any Assistant Secretary to assume and perform the
duties of the Secretary in the absence or disability of the Secretary, and
each Assistant Secretary shall perform other duties commonly incident to
such office and shall also perform such other duties and have such other
powers as the Board of Directors, Chief Executive Officer or President shall
designate from time to time.(h) Assistant Secretaries. Each Assistant Secretary shall have the usual
powers and duties pertaining to such offices, together with such other
powers and duties as designated in these Bylaws and as from time to time may
be assigned to an Assistant Secretary by the Board of Directors, Chairman of
the Board, Chief Executive Officer, Vice Chairman of the Board, President or
Secretary. The Assistant Secretaries shall exercise the powers of the
Secretary during that officers absence or inability or refusal to act.
 -16-




---



##### 



(i) Duties of Treasurer. The Treasurer shall keep or cause to be
kept the books of account of the Corporation in a thorough and proper manner
and shall render statements of the financial affairs of the Corporation in
such form and as often as required by the Board of Directors, the Chairman
of the Board, the Chief Executive Officer, the Vice Chairman of the Board or
the President. The Treasurer, subject to the order of the Board of
Directors, shall have the custody of all funds and securities of the
Corporation. The Treasurer shall perform other duties commonly incident to
such office and shall also perform such other duties and have such other
powers as the Board of Directors, the Chairman of the Board, the Vice
Chairman of the Board, Chief Executive Officer or the President shall
designate from time to time. The Chief Financial Officer of the Corporation
may, but need not, serve as the Treasurer.(j) Assistant Treasurers. Each Assistant Treasurer shall have the usual
powers and duties pertaining to such office, together with such other powers
and duties as designated
in these Bylaws and as from time to time may be assigned to each Assistant
Treasurer by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer, the Vice Chairman of the Board, the President or the
Treasurer. The Assistant Treasurers shall exercise the powers of the
Treasurer during that officers absence or inability or refusal to act.Section 6.3
    
    Delegation of Authority. For any reason that the Board of
Directors may deem sufficient, the Board of Directors may,
except where otherwise provided by statute, delegate the
powers or duties of any officer to any other person, and may
authorize any officer to delegate specified duties of such
office to any other person. Any such delegation or
authorization by the Board shall be effected from time to time
by resolution of the Board of Directors.Section 6.4
    
    Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors, the Chief Executive
Officer, the President or the Secretary. Any such resignation
shall be effective when received by the person or persons to
whom such notice shall have been given, unless a later time
shall be specified in the notice, in which event the
resignation shall become effective at such later time. Unless
otherwise specified in such notice, the acceptance of any such
resignation shall not be necessary to make it effective. Any
resignation shall be without prejudice to the rights, if any,
of the Corporation under any contract with the resigning
officer.Section 6.5
    
    Removal. Any officer may be removed from office at any time,
either with or without cause, by the vote or written consent
of a majority of the Directors in office at the time, or by
any committee or superior officers upon whom such power of
removal may have been conferred by the Board of Directors.Section 6.6
    
    Compensation of Officers. The compensation of all officers of
the Corporation shall be fixed by the Board of Directors or a
committee of the Board of Directors, and no officer shall
serve the Corporation in any other capacity and receive
compensation therefor unless such additional compensation
shall be authorized by the Board of Directors.Section 6.7
    
    Bonds. The Board of Directors may, by resolution, require any
officer, agent, or employee of the Corporation to give bond to
the Corporation, with sufficient sureties, conditioned on the
faithful performance of the duties of his or her respective
office or position, and to comply with such other conditions
as may from time to time be required by the Board of
Directors.
 ARTICLE VII
 EXECUTION OF INSTRUMENTS AND VOTING
OF SECURITIES HELD BY THE CORPORATION
 Section 7.1
    
    Execution of Instruments. The Board of Directors may, in its discretion, determine the
method and designate the signatory officer or officers, or other person or persons, to execute
 -17-




---



##### 



on behalf of the Corporation any corporate instrument or document, or to sign on behalf of the
Corporation the corporate name without limitation, or to enter into contracts on behalf of the
Corporation, except where otherwise provided by law or these Bylaws, and such execution or
signature shall be binding upon the Corporation.Unless otherwise specifically determined by the Board of Directors or
otherwise required by law, promissory notes, deeds of trust, mortgages and
other evidences of indebtedness
of the Corporation, and other corporate instruments or documents requiring
the corporate seal, and certificates of shares of stock owned by the
Corporation, shall be executed, signed or endorsed by the Chairman of the
Board of Directors, Chief Executive Officer, the President or any executive
Vice President, and upon the authority conferred by the Chief Executive
Officer, the President or any non-executive Vice President, and by the
Secretary or Chief Financial Officer, if any be designated, or Treasurer or
any Assistant Secretary or Assistant Treasurer. All other instruments and
documents requiring the corporate signature, but not requiring the corporate
seal, may be executed as aforesaid or in such other manner as may be
directed by the Board of Directors.No loan shall be contracted on behalf of the Corporation and no evidences of
indebtedness shall be issued in its name unless authorized by a resolution
of the Board of Directors. Such authority may be general or confined to
specific instances. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in
such depositories as the Board of Directors may select. All checks and
drafts drawn on banks or other depositories on funds to the credit of the
Corporation or in special accounts of the Corporation shall be signed by
such person or persons as the Board of Directors shall authorize so to do.Unless authorized or ratified by the Board of Directors or within the agency
power of an officer, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or for any amount.Section 7.2
    
    Voting of Securities Owned by the Corporation. All stock and other securities of other
corporations owned or held by the Corporation for itself, or for other parties in any
capacity, shall be voted, and all proxies with respect thereto shall be executed, by the
person authorized so to do by resolution of the Board of Directors, or, in the absence of such
authorization, by the Chairman or Vice Chairman of the Board of Directors, Chief Executive
Officer, the President, or any Vice President.
 ARTICLE VIII
 CERTIFICATES FOR SHARES AND THEIR TRANSFER; OTHER SECURITIES
 Section 8.1
    
    Form and Execution of Certificates. Certificates for the shares of stock of the
Corporation shall be in such form as shall be consistent with the Certificate of Incorporation
and applicable law. Every holder of stock in the Corporation shall be entitled to have a
certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman of
the Board of Directors, the Chief Executive Officer, the President or any Vice President and
by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer,
certifying the number of shares and the class or series owned by holder in the Corporation.
With respect to any certificate properly countersigned by a transfer agent or a registrar
other than the Corporation or its employee, all other signatures on the certificate may be a
facsimile signature. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent,
 -18-




---



##### 



or registrar before such certificate shall be issued, it may be
issued with the same effect as if he or she were such officer, transfer agent, or registrar at
the date of issue.Section 8.2
    
    Lost Certificates. A new certificate or certificates shall be issued in place
of any certificate or certificates
previously issued by the Corporation and that are represented to be lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the
person or persons claiming the certificates of stock were lost, stolen, or
destroyed. The Corporation may require, as a condition precedent to the
issuance of a new certificate or certificates, the owner of such lost,
stolen, or destroyed certificate or certificates, or his or her legal
representative, to advertise the same in such manner as it shall require or
to give the Corporation a surety bond in such form and amount 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,
stolen or destroyed.Section 8.3
    
    Transfers.(a) Transfers of record of shares of stock of the Corporation shall be made
only on its books by the holders thereof, in person or by attorney duly authorized and upon
the surrender of a properly endorsed certificate or certificates for a like number of shares.
Upon surrender to the Corporation or a transfer agent of 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. The
Board of Directors shall have the power and authority to make all such other rules and
regulations as it deems expedient concerning the issue, transfer and registration or the
replacement of certificates for shares of capital stock of the Corporation.(b) The Corporation shall have power to enter into and perform any agreement
with any number of shareholders of any one or more classes of stock of the
Corporation to restrict the transfer of shares of stock of the Corporation
of any one or more classes owned by such shareholders in any manner not
prohibited by the Oklahoma General Corporation Act.Section 8.4
    
    Fixing Record Dates.(a) In order that the Corporation may determine the shareholders entitled
to notice of or to vote at any meeting of shareholders or any adjournment
thereof, the Board of Directors may fix, in advance, a record date, which
record date shall not precede the date upon which the resolution fixing the
record date shall be adopted by the Board of Directors, and which record
date shall not be more than sixty (60) nor less than twenty (20) days before
the date of such meeting. If no record date shall be fixed by the Board of
Directors, the record date for determining shareholders entitled to notice
of or to vote at a meeting of shareholders shall be at the close of business
on the day next preceding the day on which notice shall be given, or if
notice shall be waived, at the close of business on the day next preceding
the day on which the meeting shall be held. A determination of shareholders
of record entitled to notice of or to vote at a meeting of shareholders
shall apply to any adjournment of the meeting; provided, 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 shareholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the shareholders 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
 -19-




---



##### 



Directors may fix, in advance, a record date,
which record date shall not precede the date upon which the resolution
fixing the record date was adopted, and which record date shall be not more
than sixty (60) days prior to such action. If no record date shall be fixed
by the Board of Directors, the record date for
determining shareholders 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 8.5
    
    Registered Shareholders. 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 shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of Oklahoma.Section 8.6
    
    Treasury Shares. Treasury shares of the Corporation
shall consist of such shares as have been issued and
thereafter reacquired but not canceled by the
Corporation. Treasury shares shall not carry voting or
dividend rights.Section 8.7
    
    Execution of Other Securities. All bonds, debentures
and other corporate securities of the Corporation,
other than stock certificates (covered in Section 8.1),
may be signed by the Chairman or Vice Chairman of the
Board of Directors, the Chief Executive Officer, the
President or any Vice President, or such other person
as may be authorized by the Board of Directors, and the
corporate seal impressed thereon or a facsimile of such
seal imprinted thereon and attested by the signature of
the Secretary or an Assistant Secretary, or the
Treasurer or an Assistant Treasurer; provided, however,
that where any such bond, debenture or other corporate
security shall be authenticated by the manual signature
of a trustee under an indenture pursuant to which such
bond, debenture or other corporate security shall be
issued, the signatures of the persons signing and
attesting the corporate seal on such bond, debenture or
other corporate security may be the imprinted facsimile
of the signatures of such persons. Interest coupons
appertaining to any such bond, debenture or other
corporate security, authenticated by a trustee as
aforesaid, shall be signed by the Treasurer or an
Assistant Treasurer of the Corporation or such other
person as may be authorized by the Board of Directors,
or bear imprinted thereon the facsimile signature of
such person. In case any officer who shall have signed
or attested any bond, debenture or other corporate
security, or whose facsimile signature shall appear
thereon or on any such interest coupon, shall have
ceased to be such officer before any bond, debenture or
other corporate security so signed or attested shall
have been delivered, such bond, debenture or other
corporate security nevertheless may be adopted by the
Corporation and issued and delivered as though the
person who signed the same or whose facsimile signature
shall have been used thereon had not ceased to be such
officer of the Corporation.
 ARTICLE IX
 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
 Section 9.1
    
    Right to Indemnification.(a) The Corporation shall indemnify any person who was or shall be a party
or shall be threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the Corporation) by reason of the fact that he or she serves or served as a
Director, officer, employee or agent of the Corporation, or serves or served
at the request of the Corporation as a Director, officer, manager, employee
or agent of another corporation or a limited liability company, partnership,
joint venture, trust or other
enterprise, against expenses (including attorneys fees), judgments, fines,
excise taxes and amounts paid in
 -20-




---



##### 



settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he or she acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful (Indemnitee). The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendereor its equivalent shall not, of itself, create a presumption
that the Indemnitee did not act in good faith and in a manner which
Indemnitee reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or proceeding,
had reasonably cause to believe that Indemnitees conduct was unlawful.(b) The Corporation shall indemnify any Indemnitee who was or shall
be a party or shall be threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Corporation to
procure a judgment in his or her favor by reason of the fact that Indemnitee
serves or served as a Director, officer, employee or agent of the
Corporation, or serves or served at the request of the Corporation as a
Director, officer, manager, employee or agent of another corporation or a
limited liability company, partnership, joint venture, trust or other
enterprise against expenses (including attorneys fees) actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests
of the Corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which Indemnitee shall have been
adjudged to be liable to the Corporation unless and only to the extent that
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, Indemnitee shall be fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.(c) To the extent that Indemnitee was successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsection (a) or (b) of this Section, or in defense of any claim, issue or
matter therein, Indemnitee shall be indemnified against expenses (including
attorneys fees) actually and reasonably incurred by Indemnitee in
connection therewith.(d) Any indemnification under the provisions of subsection (a) or (b) of
this Section (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the Indemnitee shall be proper in the circumstances
because Indemnitee has met the applicable standard of conduct set forth in
subsection (a) or (b) of this Section. Such determination shall be made (i)
by the Board of Directors by a majority vote of a quorum consisting of
Directors who were not parties to such action, suit or proceedings, (ii) if
such a quorum shall not have been obtainable, or, even if obtainable a
quorum of disinterested Directors so directs, by independent legal counsel
in a written opinion, or (iii) by the shareholders.(e) For purposes of this Article, references to the Corporation shall
include, in addition to the resulting corporation, any constituent
corporation, including any constituent of a constituent, absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its Directors, officers, and
employees or agents, so that any person who serves or served as a Director,
officer, manager, employee or agent of such constituent corporation, or
serves or serve at the request of such constituent corporation, as a
Director, officer, manger, employee or agent of another corporation or a
limited liability company, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Article with respect to the resulting or surviving corporation as Indemnitee
would have with respect to such constituent corporation if its separate
existence had continued.
 -21-




---



##### 



(f) For purposes of this Article, references to (i) other
enterprises shall include, without limitation, an employee benefit plan
within the meaning of the Employee Retirement Income Security Act of 1974
(ERISA) or otherwise, (ii) fines shall include any excise taxes or
penalties assessed on Indemnitee with respect to an employee benefit plan
under ERISA or otherwise, and (iii) serving or served at the request of the
Corporation shall include any service of Indemnitee as a Director, officer,
manager, manager, employee or agent of another corporation or a limited
liability company, partnership, joint venture, trust or other enterprise
which imposes duties on, or involves services, by Indemnitee as a Director,
officer, manager, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries. Furthermore, for purposes of this
subsection (f) of this Section, in the event Indemnitee acted in good faith
and in a manner that Indemnitee reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner not opposed to the best interest of the
Corporation as referred to in this Article.(g) The indemnification and advancement of expenses provided by or granted
pursuant to this Article, unless otherwise provided when authorized or
ratified, shall continue as to an Indemnitee who has ceased to be a
Director, officer, manager, employee or agent and shall inure to the benefit
of the heirs, executors, guardians, custodians, personal representatives and
administrators of Indemnitee.(h) For purposes of this Article, Indemnitee shall be deemed to have acted
in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect to any criminal
action or proceeding, to have had no reasonable cause to believe that
Indemnitees conduct was unlawful, if Indemnitees action was based on
information, opinions, reports and statements, including financial
statements and other financial data, in each case prepared or presented by:
 (i) one or more officers or employees of the Corporation whom
Indemnitee believed to be reliable and competent in the matters
presented;(ii) counsel, independent accountants or other persons as to matters
that Indemnitee believed to be within such persons professional
competence; or(iii) with respect to an Indemnitees service as a Director, a
committee of the Board of Directors upon which Indemnitee did not
serve, as to matters within such committees designated authority,
which committee Indemnitee believed to merit confidence;
 so long as, in each case, Indemnitee acted without knowledge that would
cause such reliance to be unwarranted.(g) The provisions of this Article shall not be deemed to be exclusive or to
limit in any way the circumstances in which Indemnitee may be deemed to have
met the applicable standard of conduct set forth by the Oklahoma General
Corporation Act or under any agreement and entitlement to indemnity.Section 9.2
    
    Right to Advancement of Expenses. The Corporation shall advance, prior to the final
disposition of any proceeding, promptly following request therefor, all expenses incurred by
an Indemnitee in connection with such proceeding upon receipt of an undertaking by or on
behalf of such person to repay said amounts if it should be determined ultimately that such
person shall not be entitled indemnification under this Article IX or otherwise.Notwithstanding the foregoing, unless otherwise determined pursuant to
Section 9.5, no advance shall be made by the Corporation if a determination
shall be reasonably and promptly made (i) by the Board of Directors by a
majority vote of a quorum consisting of
 -22-




---



##### 



Directors who are or were not
parties to the proceeding, or (ii) if such quorum shall be unobtainable, or,
even if obtainable, a quorum of disinterested Directors so directs, or (iii)
by independent legal counsel in a written opinion, that the facts known to
the decision-making party at the time of such determination demonstrate
clearly and convincingly that Indemnitee acted in bad faith or in a manner
that reasonably believed to be not in the best interests of the Corporation
or reasonably believed to be opposed to the best interests of the
Corporation.Section 9.3
    
    Non-Exclusivity of Rights. The indemnification and
advancement of expenses provided by or granted
pursuant to this Article shall not be deemed
exclusive of any other rights to which an Indemnitee
seeking indemnification or advancement of expenses
may be entitled under any Bylaw, agreement, vote of
shareholders or disinterested directors or otherwise,
both as to action in Indemnitees official capacity
and as to action in another capacity while holding
such office or serving as a Director.Section 9.4
    
    Insurance. The Corporation shall have the power to
purchase and maintain insurance on behalf of any
individual who serves or served as a Director,
officer, employee or agent of the Corporation, or
serves or served at the request of the Corporation as
a Director, officer, manager, employee or agent of
another corporation or a limited liability company,
partnership, joint venture, trust or other enterprise
against any liability asserted against the individual
and incurred by the individual in any such capacity,
or arising out of the individuals status as such,
whether or not the Corporation would have the power
to indemnify the individual against such liability
under the provisions of this Article.Section 9.5
    
    Right of Indemnitee to Bring Suit. In the event a
claim under this Article shall be unpaid in full by
the Corporation within thirty (30) days after the
written claim was received by the Corporation, the
Indemnitee may at any time thereafter bring suit or
take other legal action against the Corporation to
recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, the
Indemnitee, in addition to indemnification pursuant
to this or other provisions of this Article, shall
be entitled to be paid the expenses of prosecuting
such suit against the Corporation, including
reasonable attorneys fees and costs. The
Corporation shall be entitled to assert as a defense
that the Indemnitee has not met any applicable
standard for indemnification set forth in the
Oklahoma General Corporation Act and the Corporation
shall be entitled to recover any advancement of
expenses upon a final adjudication in (i) any suit
brought by the Indemnitee to enforce a right to
indemnification under the Article (but not in a suit
brought by the Indemnitee to enforce a right to an
advancement of expenses), and (ii) in any suit
brought by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking
by the Indemnitee. Neither the failure of the
Corporation (including its Board of Directors,
independent legal counsel, or shareholders) to have
made a determination prior to the commencement of
such suit that indemnification of the Indemnitee
shall be proper in the circumstance because the
Indemnitee has met the applicable standard of conduct
set forth in the Oklahoma General Corporation Act,
nor an actual determination by the Corporation
(including its Board of Directors, independent legal
counsel, or shareholders) that the Indemnitee has not
met such applicable standard of conduct, shall create
a presumption that the Indemnitee has not met the
applicable standard of conduct or, in the case of
such a suit brought by the Indemnitee, be a defense
to such suit. In any suit brought by the Corporation
to recover an advancement of expenses pursuant to the
terms of an undertaking by the Indemnitee, the burden
of
proving that the Indemnitee was not entitled to indemnification or to such
advancement of expenses under this Article or otherwise shall be the
Corporations burden.Section 9.6
    
    Survival of Rights. The rights conferred on
Indemnitee by this Article IX shall continue
following Indemnitee having ceased to be a Director,
officer, manager, employee or other agent and shall
inure to the benefit of the heirs, executors,
custodians, guardians, personal representatives and
administrators of Indemnitee.
 -23-




---



##### 



Section 9.7
    
    Amendments. Any repeal or modification of this
Article IX shall only be prospective and shall not
affect the rights under this Article IX in effect at
the time of the alleged occurrence of any action or
omission to act that shall be the cause of any
proceeding against any Indemnitee.Section 9.8
    
    Savings Clause. If this Article IX or any portion
hereof shall be invalidated on any ground by any
court of competent jurisdiction, then the Corporation
shall nevertheless indemnify each Indemnitee to the
full extent not prohibited by any applicable portion
of this Article IX that shall not have been
invalidated, or by any other applicable law.Section 9.9
    
    Certain Definitions.For the purposes of this Article IX, the following
definitions shall apply:(a) The term proceeding shall be broadly construed and shall include,
without limitation, the investigation, preparation, prosecution, defense,
settlement, arbitration and appeal of, and the giving of testimony in, any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.(b) The term expenses shall be broadly construed and shall include,
without limitation, court costs, attorneys fees, witness fees, fines,
amounts paid in settlement or judgment and any other costs and expenses of
any nature or kind incurred in connection with any proceeding.(c) References to a director, officer, employee, or agent of the
Corporation shall include without limitation, situations where such person
serves or served at the request of the Corporation as a Director, officer,
manager, employee, trustee or agent of another corporation or a limited
liability company, partnership, joint venture, trust or other enterprise.
 ARTICLE X
 NOTICES
 Section 10.1
    
    Notice to Shareholders. Unless the Certificate of
Incorporation requires otherwise, whenever, under any
provisions of these Bylaws, notice shall be required to be
given to any shareholder, it shall be given in writing,
timely and duly deposited in the United States mail, postage
prepaid, and addressed to such shareholders last known post
office address as shown by the stock record of the
Corporation or its transfer agent.Section 10.2
    
    Notice to Directors. Any notice required to be given to any
Director may be given by the method stated in Section 10.1,
or by facsimile, telex or telegram, except that such notice
(other than one delivered personally) shall be sent to such
address as such Director shall have filed in writing with the
Secretary, or, in the absence of such filing, to the last
known post office address of such Director. It shall not be
necessary that the same method of giving notice be
employed in respect of all Directors, but one permissible method may be
employed in respect of any one or more, and any other permissible method or
methods may be employed in respect of any other or others.Section 10.3
    
    Address Unknown. If no address of a shareholder or Director
be known, notice may be sent to the principal executive
office of the Corporation.Section 10.4
    
    Affidavit of Mailing. An affidavit of mailing, executed by a
duly authorized and competent employee of the Corporation or
its transfer agent appointed with respect to the class of
stock affected, specifying the name and address or the names
and addresses of the shareholder or shareholders, or Director
or Directors, to whom any such notice or notices was or were
given,
 -24-




---



##### 



and the time and method of giving the same, shall be
conclusive evidence of the statements therein contained.Section 10.5
    
    Time of Notices Deemed Given. All notices given by mail, as
above provided, shall be deemed to have been given as at the
time of mailing, and all notices given by facsimile, telex or
telegram shall be deemed to have been given as of the sending
time recorded at the time of transmission.Section 10.6
    
    Failure to Receive Notice. The period or limitation
of time within which any shareholder may exercise any
option or right, or enjoy any privilege or benefit, or
be required to act, or within which any Director,
officer, manager, employee, trustee or agent may
exercise any power or right, or enjoy any privilege,
pursuant to any notice sent such person in the manner
above provided, shall not be affected or extended in
any manner by the failure of such shareholder or such
Director, officer, manager, employee, trustee or agent
to receive such notice.Section 10.7
    
    Notice to Person with Whom Communication Shall Be
Unlawful. Whenever notice shall be required to be
given, under any provision of law or of the
Certificate of Incorporation or Bylaws of the
Corporation, to any person with whom communication
shall be unlawful, the giving of such notice to such
person shall not be required and there shall be no
duty to apply to any governmental authority or agency
for a license or permit to give such notice to such
person. Any action or meeting that shall be taken or
held without notice to any such person with whom
communication shall be unlawful shall have the same
force and effect as if such notice had been duly
given. In the event that the action taken by the
Corporation shall be such as to require the filing of
a certificate under any provision of the Oklahoma
General Corporation Act, the certificate shall state,
if such shall be the fact and if notice shall be
required, that notice was given to all persons
entitled to receive notice except such persons with
whom communication shall be unlawful.Section 10.8
    
    Notice to Person with Undeliverable Address. Whenever
notice shall be required to be given, under any
provision of law or the Certificate of Incorporation
or these Bylaws, to any shareholder to whom (i) notice
of two consecutive annual meetings, and all notices of
meetings to such person during the period between such
two consecutive annual meetings, or (ii) all, and at
least two, payments (if sent by first class mail) of
dividends or interest on securities during a
twelve-month period, have been mailed addressed to
such person at such persons address as shown on the
records of the Corporation and have been returned
undeliverable, the giving of such notice to such
person shall not be required. Any action or meeting
which shall be taken or held without notice to such
person shall have the same force and effect as if such
notice had been duly given. If any such person
shall deliver to the Corporation a written notice setting forth such
persons then current address, the requirement that notice be given to such
person shall be reinstated. In the event that the action taken by the
Corporation shall be such as to require the filing of a certificate under
any provision of the Oklahoma General Corporation Act, the certificate need
not state that notice was not given to persons to whom notice was not
required to be given pursuant to this Section.
 ARTICLE XI
 DIVIDENDS
 Section 11.1
    
    Declaration of Dividends. Dividends upon the capital stock
of the Corporation, subject to the provisions of the
Certificate of Incorporation, if any, may be declared by the
Board of Directors pursuant to law at any regular or special
meeting. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the
Certificate of Incorporation.
 -25-




---



##### 



Section 11.2
    
    Dividend Reserve. Before payment of any dividend, there may
be set aside out of any funds of the Corporation available
for dividends such sum or sums as the Board of Directors from
time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of
the Corporation, or for such other purpose as the Board of
Directors shall think conducive to the interests of the
Corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.
 ARTICLE XII
 AMENDMENTS
 Section 12.1
    
    Amendments.Except as otherwise set forth in Section 9.7 of
these Bylaws, these Bylaws may be amended or repealed and new
Bylaws adopted by the Board of Directors or by the
shareholders entitled to vote.Section 12.2
    
    Application of Bylaws. In the event that any provisions of
these Bylaws shall be or may be in conflict with any law of
the United States or the State of Oklahoma or of any other
governmental body or power having jurisdiction over this
Corporation, or over the subject matter to which such
provision of these Bylaws applies, or may apply, such
provision of these Bylaws shall be inoperative to the extent
only that the operation thereof unavoidably conflicts with
such law, and shall in all other respects be in full force
and effect.
 ARTICLE XIII
 OTHER PROVISIONS
 Section 14.1
    
    Loans to Directors and Officers. (a) The Corporation shall not directly or
indirectly, including through any subsidiary, extend or maintain credit, arrange for the
extension of credit, or renew an extension of credit, in the form of a personal loan to or for
any Director or executive officer (within the meaning of Section 16 of the 1934 Act and the
rules and regulations promulgated thereunder) of the Corporation, except as may be permitted
under Section 13(k) of the 1934 Act and the rules and regulations promulgated thereunder.(b) Except as provided in subsection (a) above, 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 subsidiaries, whenever, in the judgment of the Board
of Directors, such loan, guarantee or assistance may reasonably be expected
to benefit the Corporation. The loan, guarantee 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 in this Bylaw shall
be deemed to deny, limit or restrict the powers of guaranty or warranty of
the Corporation at common law or under statute.Section 14.2
    
    Annual Report. At such time as the Corporation becomes
subject to the reporting requirements of the 1934 Act, the
Board of Directors shall cause an annual report to accompany
the proxy solicitation materials sent to the shareholders of
the Corporation for the Corporations annual meeting of
shareholders or not later than two hundred seventy (270) days
after the close of the Corporations fiscal year. The annual
report shall include a balance sheet as of the end of such
fiscal year and an income statement and statement of changes
in financial position for such fiscal year, accompanied by
any report thereon of independent accounts or, if there shall
be no such report, the certificate of an authorized officer
of the Corporation that such statements were prepared without
audit from the books and records of the Corporation.
 -26-




---



##### 



Section 14.3
    
    Fiscal Year. Unless otherwise fixed by the Board of
Directors, the fiscal year of the Corporation shall be the
fiscal year beginning on the first day of January of each
year and ending on the last day of December.Section 14.4
    
    Charter Provisions. In case of conflict between a provision
in these Bylaws and a provision in the charter of the
Corporation, the charter provision shall govern.Section 14.5
    
    Corporate Seal. The corporate seal of the Corporation
shall consist of a die bearing the name of the
Corporation. The corporate seal may be used by
causing it, or a facsimile thereof, to be impressed or
affixed or reproduced or otherwise.Section 14.6
    
    Code of Conduct. The Corporation shall adopt and
maintain a code of conduct that shall at lease be in
accordance with the rules and regulations promulgated
under the 1934 Act requiring the adoption and
maintenance a code of ethics.
 -27-