BYLAWS

                                       OF

                                    300, INC.

                              (A Texas Corporation)



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                                TABLE OF CONTENTS


                                    ARTICLE I

OFFICES

         Section   1.             Principal Office .........................   1
         Section   2.             Other Offices ............................   1

                                   ARTICLE II

SHAREHOLDERS

         Section   1.             Time and Place of Meetings ...............   1
         Section   2.             Annual Meetings ..........................   1
         Section   3.             Special Meetings .........................   1
         Section   4.             Notice ...................................   1
         Section   5.             Closing of Share Transfer Records and
                                  Fixing Record Dates for Matters Other
                                  than Consents to Action ..................   2
         Section   6.             Fixing Record Dates for Consents to
                                  Action ...................................   2
         Section   7.             List of Shareholders .....................   3
         Section   8.             Quorum ...................................   3
         Section   9.             Voting ...................................   4
         Section  10.             Action by Consent ........................   5
         Section  11.             Presence at Meetings by Means of
                                  Communications Equipment .................   6

                                   ARTICLE III

DIRECTORS

         Section   1.             Number of Directors ......................   6
         Section   2.             Vacancies ................................   7
         Section   3.             General Powers ...........................   7
         Section   4.             Place of Meetings ........................   8
         Section   5.             Annual Meetings ..........................   8
         Section   6.             Regular Meetings .........................   8
         Section   7.             Special Meetings .........................   8
         Section   8.             Quorum and Voting ........................   8
         Section   9.             Committees of the Board of Directors .....   9
         Section  10.             Compensation of Directors ................   9
         Section  11.             Action by Unanimous Consent ..............  10
         Section  12.             Presence at Meetings by Means of
                                  Communications Equipment .................  10

                                   ARTICLE IV

NOTICES

         Section   1.             Form of Notice ...........................  10


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         Section   2.             Waiver ...................................  10
         Section   3.             When Notice Unnecessary ..................  10

                                    ARTICLE V

OFFICERS

         Section   1.             General ..................................  11
         Section   2.             Election .................................  11
         Section   3.             Chairman of the Board ....................  11
         Section   4.             President ................................  12
         Section   5.             Vice Presidents ..........................  12
         Section   6.             Assistant Vice Presidents ................  12
         Section   7.             Secretary ................................  12
         Section   8.             Assistant Secretaries ....................  13
         Section   9.             Treasurer ................................  13
         Section  10.             Assistant Treasurers .....................  14
         Section  11.             Bonding ..................................  14

                                   ARTICLE VI

CERTIFICATES REPRESENTING SHARES

         Section   1.             Form of Certificates .....................  14
         Section   2.             Lost Certificates ........................  15
         Section   3.             Transfer of Shares .......................  15
         Section   4.             Registered Shareholders ..................  15

                                   ARTICLE VII

INDEMNIFICATION

         Section   1.             General ..................................  16
         Section   2.             Insurance ................................  16

                                  ARTICLE VIII

GENERAL PROVISIONS

         Section   1.             Distributions and Share Dividends ........  17
         Section   2.             Reserves .................................  17
         Section   3.             Fiscal Year ..............................  18
         Section   4.             Seal .....................................  18
         Section   5.             Resignation ..............................  18

                                   ARTICLE IX
AMENDMENTS TO BYLAWS .......................................................  18


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                                    ARTICLE I

                                     OFFICES

     Section 1. Principal Office. The principal office of the Corporation shall
be in Dallas County, Texas, or such other county as the Board of Directors may
from time to time designate.

     Section 2. Other  Offices.  The  Corporation  may also have offices at such
other  places  both  within  and  without  the  State of  Texas as the  Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                                  SHAREHOLDERS

     Section 1. Time and Place of Meetings.  Meetings of the shareholders  shall
be held at such time and at such place, within or without the State of Texas, as
shall be determined by the Board of Directors.

     Section 2. Annual Meetings.  Annual meetings of shareholders  shall be held
on such date and at such time as shall be  determined by the Board of Directors.
At each annual  meeting the  shareholders  shall elect a Board of Directors  and
transact such other business as may properly be brought before the meeting.

     Section 3. Special  Meetings.  Special  meetings of the shareholders may be
called at any time by the Chief Executive Officer, the President or the Board of
Directors,  and shall be called by the Chief Executive Officer, the President or
the  Secretary  at the  request in  writing of the  holders of not less than ten
percent  (10%)  of the  voting  power  represented  by all  the  shares  issued,
outstanding and entitled to be voted at the proposed special meeting, unless the
Articles of  Incorporation  provide for a different  percentage,  in which event
such provision of the Articles of Incorporation shall govern. Such request shall
state the purpose or purposes of the proposed  meeting.  Business  transacted at
special  meetings shall be confined to the purposes  stated in the notice of the
meeting.

     Section 4. Notice.  Written or printed  notice  stating the place,  day and
hour of any  shareholders'  meeting and, in the case of a special  meeting,  the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more than 60 days before the date of the meeting, either personally
or by mail, by or at the direction of the Chief  Executive  Offices,  President,
Secretary  or the officer or person  calling the  meeting,  to each  shareholder
entitled to vote at such meeting.  If mailed,  such notice shall be deemed to be
delivered when deposited in the United States mail,  postage prepaid,  addressed
to the shareholder at his

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address as it appears on the share transfer records of the Corporation.

     Section 5. Closing of Share  Transfer  Records and Fixing  Record Dates for
Matters  Other  than  Consents  to  Action.   For  the  purpose  of  determining
shareholders  entitled to notice of or to vote at any meeting of shareholders or
any adjournment  thereof,  or entitled to receive payment of any distribution or
share  dividend,  or in order to make a determination  of  shareholders  for any
other proper purpose (other than determining shareholders entitled to consent to
action by shareholders  proposed to be taken without a meeting of shareholders),
the Board of Directors of the  Corporation  may provide that the share  transfer
records shall be closed for a stated  period but not to exceed,  in any case, 60
days.  If the  share  transfer  records  shall  be  closed  for the  purpose  of
determining  shareholders,  such  records  shall be closed for at least ten days
immediately  preceding  such  meeting.  In lieu of  closing  the share  transfer
records, the Board of Directors may fix in advance a date as the record date for
any such  determination  of  shareholders,  such date in any case to be not more
than 60 days and,  in the case of a meeting of  shareholders,  not less than ten
days  prior  to  the  date  on  which  the  particular   action  requiring  such
determination  of shareholders is to be taken. If the share transfer records are
not closed and no record  date is fixed for the  determination  of  shareholders
entitled to notice of or to vote at a meeting of  shareholders,  or shareholders
entitled  to  receive  payment  of a  distribution  (other  than a  distribution
involving a purchase or redemption by the  Corporation of any of its own shares)
or share dividend, the date on which notice of the meeting is mailed or the date
on which the resolution of the Board of Directors declaring such distribution or
share dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders.  When a determination of shareholders entitled to
vote at any meeting of  shareholders  has been made as provided in this section,
such  determination  shall apply to any  adjournment  thereof  except  where the
determination  has been made through the closing of share  transfer  records and
the stated period of closing has expired.

     Section 6. Fixing Record Dates for Consents to Action. Unless a record date
shall have  previously  been fixed or  determined  pursuant  to this  Section 6,
whenever  action by  shareholders  is proposed to be taken by consent in writing
without a meeting of shareholders,  the Board of Directors may fix a record date
for the purpose of determining  shareholders entitled to consent to that action,
which record date shall not precede,  and shall not be more than ten days after,
the date upon which the  resolution  fixing  the  record  date is adopted by the
Board of  Directors.  If no record date has been fixed by the Board of Directors
and the prior  action of the Board of  Directors  is not  required  by the Texas
Business  Corporation  Act  (herein  called  the  "Act"),  the  record  date for
determining  shareholders  entitled  to consent  to action in writing  without a
meeting shall be the first date on which a signed written


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consent setting forth the action taken or proposed to be taken is delivered to
the Corporation as provided in Section 10 of this Article II. Delivery shall be
by hand or by certified or registered mail, return receipt requested. Delivery
to the Corporation's principal place of business shall be addressed to the
President or the Chief Executive Officer of the Corporation. If no record date
shall have been fixed by the Board of Directors and prior action of the Board of
Directors is required by the Act, the record date for determining shareholders
entitled to consent to action in writing without a meeting shall be at the close
of business on the date on which the Board of Directors adopts a resolution
taking such prior action.

     Section 7. List of Shareholders. The officer or agent of the Corporation
having charge of the share transfer records for shares of the Corporation shall
make, at least ten days before each meeting of the shareholders, a complete list
of the shareholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of voting
shares held by each, which list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office or principal place of business of
the Corporation and shall be subject to inspection by any shareholder at any
time during the usual business hours of the Corporation. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting. The
original share transfer records shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer records or to vote at any
meeting of shareholders. Failure to comply with the requirements of this
Section 7 shall not affect the validity of any action taken at such meeting.

     Section 8. Quorum. With respect to any matter, a quorum shall be present at
a meeting of shareholders if the holders of shares having a majority of the
voting power represented by all issued and outstanding shares entitled to vote
on that matter are present in person or represented by proxy, unless otherwise
provided by the Articles of Incorporation in accordance with the Act. Once a
quorum is present at a meeting of shareholders, the shareholders represented in
person or by proxy at the meeting may conduct such business as may properly be
brought before the meeting until it is adjourned, and the subsequent withdrawal
from the meeting of any shareholder or the refusal of any shareholder
represented in person or by proxy to vote shall not affect the presence of a
quorum at the meeting. If, however, a quorum shall not be present at any meeting
of shareholders, the shareholders entitled to vote, present in person or
represented by proxy, shall have power to adjourn the meeting, without notice
(other than announcement at the meeting at which the adjournment is taken of the
time and place of the adjourned meeting), until such time and to such place as
may be determined by a vote of the holders of a majority of the shares
represented in person or by proxy at such


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meeting until a quorum shall be present. At such adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the meeting as originally noticed.


     Section 9. Voting. When a quorum is present at any meeting, the vote of the
holders of a majority of the shares entitled to vote on a matter, present in
person or represented by proxy at such meeting, shall decide such matter brought
before such meeting, other than the election of directors or a matter for which
the affirmative vote of the holders of a specified portion of the shares
entitled to vote is required by the Act, and shall be the act of the
shareholders, unless otherwise provided by the Articles of Incorporation or
these Bylaws in accordance with the Act.

     Unless otherwise provided in the Articles of Incorporation or these Bylaws
in accordance with the Act, directors of the Corporation shall be elected by a
plurality of the votes cast by the holders of shares entitled to vote in the
election of directors at a meeting of shareholders at which a quorum is present.

     At every meeting of the shareholders, each shareholder shall be entitled to
such number of votes, in person or by proxy, for each share having voting power
held by such shareholder, as is specified in the Articles of Incorporation
(including the resolution of the Board of Directors (or a committee thereof)
creating such shares), except to the extent that the voting rights of the
shares of any class or series are limited or denied by the Articles of
Incorporation. At each election of directors, every shareholder shall be
entitled (a) to cast, in person or by proxy, the number of votes to which the
shares owned by him are entitled for as many persons as there are directors to
be elected and for whose election he has a right to vote or (b) unless
prohibited by the Articles of Incorporation and subject to the immediately
succeeding sentence of this paragraph, to cumulate the votes to which the shares
owned by him are entitled by giving one candidate as many votes as the number of
such directors multiplied by the shares owned by him shall equal or by
distributing such votes on the same principle among any number of such
candidates. Cumulative voting shall not be allowed in an election of directors
unless a shareholder who intends to cumulate his votes shall have given written
notice of such intention to the Secretary of the Corporation on or before the
day preceding the election at which such shareholder intends to cumulate his
votes; all shareholders entitled to vote cumulatively may cumulate their votes
if any shareholder gives such written notice. Every proxy shall be in writing
and be executed by the shareholder. A telegram, telex, cablegram, or similar
transmission by the shareholder, or a photographic, photostatic, facsimile, or
similar reproduction of a writing executed by the shareholder, shall be treated
as an execution in writing for the purposes of this Section 9. No proxy shall be
valid after 11 months from the date of its execution unless otherwise provided
therein. Each proxy shall be revocable unless (i) the proxy form conspicuously
states that the proxy is


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irrevocable,  and (ii) the proxy is coupled with an interest, as defined in the
Act and other Texas law.

     Shares standing in the name of another corporation may be voted by such
officer, agent or proxy as the bylaws of such corporation may prescribe or, in
the absence of such provision, as the board of directors of such corporation may
determine.

     Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name as trustee.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without being transferred into his name, if such authority is contained
in an appropriate order of the court that appointed the receiver.

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

     Treasury shares, shares of the Corporation's stock owned by another
corporation the majority of the voting stock of which is owned or controlled by
the Corporation, and shares of its own stock held by the Corporation in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.

     Section 10. Action by Consent. Any action required or permitted to be taken
at a meeting of the shareholders may be taken without a meeting, without prior
notice, and without a vote if a consent in writing, setting forth the action so
taken, shall be signed by all of the shareholders entitled to vote with respect
to the action that is the subject of the consent.

     In addition, if the Articles of Incorporation so provide, any action
required or permitted to be taken at a meeting of the shareholders may be taken
without a meeting, without prior notice, and without a vote if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holder or holders of shares having not less than the minimum number of votes
that would be necessary to take such action at a meeting at which the holders of
all shares entitled to vote on the action were present and voted. Prompt notice
of the taking of any action by shareholders without a meeting by less than
unanimous written consent shall be given to those shareholders who did not
consent in writing to the action.


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     Every written consent signed by the holders of less than all the shares
entitled to vote with respect to the action that is the subject of the consent
shall bear the date of signature of each shareholder who signs the consent. No
written consent signed by the holders of less than all the shares entitled to
vote with respect to the action that is the subject of the consent shall be
effective to take the action that is the subject of the consent unless, within
60 days after the date of the earliest dated consent delivered to the
Corporation as set forth below in this Section 10, the consent or consents
signed by the holder or holders of shares having not less than the minimum
number of votes that would be necessary to take the action that is the subject
of the consent are delivered to the Corporation by delivery to its registered
office, registered agent, principal place of business, transfer agent,
registrar, exchange agent, or an officer or agent of the Corporation having
custody of the records in which proceedings of meetings of shareholders are
recorded. Delivery shall be by hand or certified or registered mail, return
receipt requested. Delivery to the Corporation's principal place of business
shall be addressed to the President or the Chief Executive Officer of the
Corporation.

     A telegram, telex, cablegram, or similar transmission by a shareholder, or
a photographic, photostatic, facsimile, or similar reproduction of a writing
signed by a shareholder, shall be regarded as signed by the shareholder for the
purposes of this Section 10.

     Section 11. Presence at Meetings by Means of Communications Equipment.
Shareholders may participate in and hold a meeting of the shareholders by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and participation
in a meeting pursuant to this Section 11 shall constitute presence in person at
such meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     Section 1. Number of Directors. The number of directors of the Corporation
shall be fixed from time to time by resolution of the Board of Directors, but in
no case shall the number of directors be less than one. Until otherwise fixed by
resolution of the Board of Directors, the number of directors shall be the
number stated in the Articles of Incorporation. No decrease in the number of
directors shall have the effect of reducing the term of any incumbent director.
Directors shall be elected at each annual meeting of the shareholders by the
holders of shares entitled to vote in the election of directors, except as
provided in Section 2 of this Article III, and each director shall hold office
until the


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annual meeting of shareholders following his election or until his successor is
elected and qualified. Directors need not be residents of the State of Texas or
shareholders of the Corporation.

     Section 2. Vacancies. Subject to other provisions of this Section 2, any
vacancy occurring in the Board of Directors may be filled by election at an
annual or special meeting of the shareholders called for that purpose or by the
affirmative vote of a majority of the remaining directors, though the remaining
directors may constitute less than a quorum of the Board of Directors as fixed
by Section 8 of this Article III. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. Any directorship to
be filled by reason of an increase in the number of directors shall be filled
by election at an annual meeting or at a special meeting of shareholders called
for that purpose or may be filled by the Board of Directors for a term of office
continuing only until the next election of one or more directors by the
shareholders; provided that the Board of Directors may not fill more than two
such directorships during the period between any two successive annual meetings
of shareholders. Shareholders holding a majority of shares then entitled to vote
at an election of directors may, at any time and with or without cause,
terminate the term of office of all or any of the directors by a vote at any
annual or special meeting called for that purpose. Such removal shall be
effective immediately upon such shareholder action even if successors are not
elected simultaneously, and the vacancies on the Board of Directors caused by
such action shall be filled only by election by the shareholders.

     Notwithstanding the foregoing, whenever the holders of any class or series
of shares or group of classes or series of shares are entitled to elect one or
more directors by the provisions of the Articles of Incorporation, only the
holders of shares of that class or series or group shall be entitled to vote for
or against the removal of any director elected by the holders of shares of that
class or series or group; and any vacancies in such directorships and any newly
created directorships of such class or series or group to be filled by reason of
an increase in the number of such directors may be filled by the affirmative
vote of a majority of the directors elected by such class or series or group
then in office or by a sole remaining director so elected, or by the vote of the
holders of the outstanding shares of such class or series or group, and such
directorships shall not in any case be filled by the vote of the remaining
directors or the holders of the outstanding shares as a whole unless otherwise
provided in the Articles of Incorporation.

     Section 3. General Powers. The powers of the Corporation shall be exercised
by or under the authority of, and the business and affairs of the Corporation
shall be managed under the direction of, its Board of Directors, which may do or
cause to be done all such lawful acts and things, as are not by the Act, the
Articles of

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Incorporation or these Bylaws directed or required to be exercised or done by
the shareholders.

     Section 4. Place of Meetings. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Texas.

     Section 5. Annual Meetings. The first meeting of each newly elected Board
of Directors shall be held, without further notice, immediately following the
annual meeting of shareholders at the same place, unless by the majority vote or
unanimous consent of the directors then elected and serving, such time or place
shall be changed.

     Section 6. Regular Meetings. Regular meetings of the Board of Directors may
be held with or without notice at such time and place as the Board of Directors
may determine by resolution.

     Section 7. Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the Chief Executive Officer and shall be
called by the Secretary on the written request of a majority of the incumbent
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix the place for holding any special meeting of the
Board of Directors called by such person or persons. Notice of any special
meeting shall be given at least 24 hours previous thereto if given either
personally (including written notice delivered personally or telephone notice)
or by telex, telecopy, telegram or other means of immediate communication, and
at least 72 hours previous thereto if given by written notice mailed or
otherwise transmitted to each director at the address of his business or
residence. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting. Any director may waive notice of any
meeting, as provided in Section 2 of Article IV of these Bylaws. The attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business on the ground that the meeting is not
lawfully called or convened.

     Section 8. Quorum and Voting. At all meetings of the Board of Directors,
the presence of a majority of the number of directors fixed in the manner
provided in Section 1 of this Article III shall constitute a quorum for the
transaction of business, unless a different number or portion is required by
law, the Articles of Incorporation, or these Bylaws. At all meetings of
committees of the Board of Directors (if one or more be designated in the manner
described in Section 9 of this Article III), the presence of a majority of the
number of directors fixed from time to time by resolution of the Board of
Directors to serve as members of such committees shall constitute a quorum for
the transaction of


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business. The affirmative vote of at least a majority of the directors present
and entitled to vote at any meeting of the Board of Directors or a committee of
the Board of Directors at which there is a quorum shall be the act of the Board
of Directors or the committee, except as may be otherwise specifically provided
by the Act, the Articles of Incorporation or these Bylaws. Directors may not
vote by proxy at any meeting of the Board of Directors. Directors with an
interest in a business transaction of the Corporation and directors who are
directors or officers or have a financial interest in any other corporation,
partnership, association or other organization with which the Corporation is
transacting business may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee of the Board of Directors to
authorize such business transaction. If a quorum shall not be present at any
meeting of the Board of Directors or a committee thereof, a majority of the
directors present thereat may adjourn the meeting, without notice other than
announcement at the meeting, until such time and to such place as may be
determined by such majority of directors, until a quorum shall be present.

     Section 9. Committees of the Board of Directors. The Board of Directors
may, by resolution passed by a majority of the whole Board of Directors,
designate from among its members one or more committees, each of which shall be
composed of one or more of its members, and may designate one or more of its
members as alternate members of any committee, who may, subject to any
limitations imposed by the Board of Directors, replace absent or disqualified
members at any meeting of that committee. Any such committee, to the extent
provided in the resolution of the Board of Directors designating the committee
or in the Articles of Incorporation or these Bylaws, shall have and may exercise
all of the authority of the Board of Directors of the Corporation, except where
action of the Board of Directors is required by the Act or by the Articles of
Incorporation. Any member of a committee of the Board of Directors may be
removed, for or without cause, by the affirmative vote of a majority of the
whole Board of Directors. If any vacancy or vacancies occur in a committee of
the Board of Directors caused by death, resignation, retirement,
disqualification, removal from office or otherwise, the vacancy or vacancies
shall be filled by the affirmative vote of a majority of the whole Board of
Directors. Such committee or committees shall have such name or names as may be
designated by the Board of Directors and shall keep regular minutes of their
proceedings and report the same to the Board of Directors when required.

     Section 10. Compensation of Directors. Unless otherwise provided by
resolution of the Board of Directors, directors, as members of the Board of
Directors or of any committee thereof, shall not be entitled to receive any
stated salary for their services. Nothing herein contained, however, shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.


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     Section 11. Action by Unanimous Consent. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if a written consent, setting forth the action so
taken, is signed by all the members of the Board of Directors or the committee,
as the case may be, and such written consent shall have the same force and
effect as a unanimous vote at a meeting of the Board of Directors.

     Section 12. Presence at Meetings by Means of Communications Equipment.
Members of the Board of Directors of the Corporation or any committee designated
by the Board of Directors, may participate in and hold a meeting of such board
or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section 12 shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                                   ARTICLE IV

                                     NOTICES

     Section 1. Form of Notice. Whenever under the provisions of the Act, the
Articles of Incorporation or these Bylaws, notice is required to be given to any
director or shareholder, and no provision is made as to how such notice shall be
given, it shall not be construed to mean personal notice exclusively, but any
such notice may be given in writing, by mail, postage prepaid, or by telex,
telecopy, or telegram, or other means of immediate communication, addressed or
transmitted to such director or shareholder at such address as appears on the
books of the Corporation. Any notice required or permitted to be given by mail
shall be deemed to be given at the time when the same be thus deposited, postage
prepaid, in the United States mail as aforesaid. Any notice required or
permitted to be given by telex, telecopy, telegram, or other means of immediate
communication shall be deemed to be given at the time of actual delivery.

     Section 2. Waiver. Whenever under the provisions of the Act, the Articles
of Incorporation or these Bylaws, any notice is required to be given to any
director or shareholder of the Corporation, a waiver thereof in writing signed
by the person or persons entitled to such notice, whether before or after the
time stated in such notice, shall be equivalent to the giving of such notice.

     Section 3. When Notice Unnecessary. Whenever, under the provisions of the
Act, the Articles of Incorporation or these Bylaws, any notice is required to be
given to any shareholder, such notice need not be given to the shareholder if:


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     (a)  notice of two consecutive annual meetings and all notices of meetings
          held during the period between those annual meetings, if any, or

     (b)  all (but in no event less than two) payments (if sent by first class
          mail) of distributions or interest on securities during a 12-month
          period,

have been mailed to that person, addressed at his address as shown on the
records of the Corporation, and have been returned undeliverable. Any action or
meeting taken or held without notice to such a person shall have the same force
and effect as if the notice had been duly given. If such a person delivers to
the Corporation a written notice setting forth his then current address, the
requirement that notice be given to that person shall be reinstated.

                                    ARTICLE V

                                    OFFICERS


     Section 1. General. The elected officers of the Corporation shall be a
President and a Secretary. The Board of Directors may also elect or appoint a
Chairman of the Board, one or more Vice Presidents, one or more Assistant Vice
Presidents, one or more Assistant Secretaries, a Treasurer, one or more
Assistant Treasurers, and such other officers as may be deemed necessary, all of
whom shall also be officers. Two or more offices may be held by the same person.

     Section 2. Election. The Board of Directors shall elect the officers of the
Corporation at each annual meeting of the Board of Directors. The Board of
Directors may appoint such other officers and agents as it shall deem necessary
and shall determine the salaries of all officers and agents from time to time.
The officers shall hold office until their successors are chosen and qualified.
No officer need be a member of the Board of Directors except the Chairman of the
Board, if one be elected. Any officer elected or appointed by the Board of
Directors may be removed, with or without cause, at any time by a majority vote
of the whole Board. Election or appointment of an officer or agent shall not of
itself create contract rights.

     Section 3. Chairman of the Board. The Chairman of the Board, if any, shall
be the Chief Executive Officer of the Corporation and, subject to the provisions
of these Bylaws, shall have general supervision of the affairs of the
Corporation and shall have general and active control of all its business. He
shall preside, when present, at all meetings of shareholders and at all meetings
of the Board of Directors. He shall see that all orders and resolutions of the
Board of Directors and the shareholders are carried into effect. He shall have
general authority to execute bonds, deeds and contracts in the name of the

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<PAGE>


Corporation and affix the corporate seal thereto; to sign stock certificates; to
cause the employment or appointment of such employees and agents of the
Corporation as the proper conduct of operations may require, and to fix their
compensation, subject to the provisions of these Bylaws; to remove or suspend
any employee or agent who shall have been employed or appointed under his
authority or under authority of an officer subordinate to him; to suspend for
cause, pending final action by the authority which shall have elected or
appointed him, any officer subordinate to the Chairman of the Board; and, in
general, to exercise all the powers and authority usually appertaining to the
chief executive officer of a corporation, except as otherwise provided in these
Bylaws.

     Section 4. President. In the absence of a Chairman of the Board, the
President shall be the ranking and Chief Executive Officer of the Corporation,
and shall have the duties and responsibilities, and the authority and power, of
the Chairman of the Board. The President shall be the Chief Operating Officer of
the Corporation and as such shall have, subject to review and approval of the
Chairman of the Board, if one be elected, the responsibility for the operation
of the Corporation and the authority of the Chairman of the Board.

     Section 5. Vice Presidents. In the absence of the President or in the event
of his inability or refusal to act, the Vice President, if any (or in the event
there be more than one, the Vice presidents in the order designated or, in the
absence of any designation, then in the order of their election), shall perform
the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President. The Vice President
shall perform such other duties and have such other powers as the Board of
Directors, the Chief Executive Officer or the Chief Operating Officer may from
time to time prescribe. The Vice President in charge of finance, if any, shall
also perform the duties and assume the responsibilities described in Section 9
of this Article for the Treasurer, and shall report directly to the Chief
Executive Officer of the Corporation.

     Section 6. Assistant Vice Presidents. In the absence of a Vice President or
in the event of his inability or refusal to act, the Assistant Vice President,
if any (or, if there be more than one, the Assistant Vice Presidents in the
order designated or, in the absence of any designation, then in the order of
their election), shall perform the duties and exercise the powers of that Vice
President, and shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer, the Chief Operating Officer or
the Vice President under whose supervision he is appointed may from time to time
prescribe.

     Section 7. Secretary. The Secretary shall attend and record minutes of the
proceedings of all meetings of the Board of Directors and any committees thereof
and all meetings of the shareholders. He shall file the records of such meetings
in one or


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<PAGE>


more books to be kept by him for that purpose. Unless the Corporation has
appointed a transfer agent or other agent to keep such a record, the Secretary
shall also keep at the Corporation's registered office or principal place of
business a record of the original issuance of shares issued by the Corporation
and a record of each transfer of those shares that have been presented to the
Corporation for registration of transfer. Such records shall contain the names
and addresses of all past and current shareholders of the Corporation and the
number and class of shares issued by the Corporation held by each of them. He
shall give, or cause to be given, notice of all meetings of the shareholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the Chief Executive Officer,
under whose supervision he shall be. He shall have custody of the corporate
seal of the Corporation and he, or an Assistant Secretary, shall have authority
to affix the same to any instrument requiring it, and when so affixed, it may be
attested by his signature or by the signature of such Assistant Secretary. The
Board of Directors may give general authority to any other officer to affix the
seal of the Corporation and to attest the affixing by his signature. The
Secretary shall keep and account for all books, documents, papers and records of
the Corporation except those for which some other officer or agent is properly
accountable. He shall have authority to sign stock certificates and shall
generally perform all the duties usually appertaining to the office of the
secretary of a corporation.

     Section 8. Assistant Secretaries. In the absence of the Secretary or in the
event of his inability or refusal to act, the Assistant Secretary, if any (or,
if there be more than one, the Assistant Secretaries in the order designated or,
in the absence of any designation, then in the order of their election), shall
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors, the
Chief Executive Officer or the Secretary may from time to time prescribe.

     Section 9. Treasurer. The Treasurer, if any (or the Vice President in
charge of finance, if one be elected), shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. He shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the Chief Executive Officer and the Board of Directors, at its regular meetings,
or when the Board of Directors so requires, an account of all his transactions
as Treasurer and of the financial condition of the Corporation. If required by
the Board of Directors, he shall give the Corporation a bond (which shall be
renewed every six years) in such sum and with such surety or sureties as shall
be satisfactory to the Board

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<PAGE>




of Directors for the faithful performance of the duties of his office and for
the restoration of the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the Corporation. The Treasurer shall be under the supervision of the Vice
President in charge of finance, if any, and he shall perform such other duties
as may be prescribed by the Board of Directors, the Chief Executive Officer or
any such Vice President in charge of finance.

     Section 10. Assistant Treasurers. In the absence of the Treasurer or in the
event of his inability or refusal to act, the Assistant Treasurer, if one be
elected (or, if there shall be more than one, the Assistant Treasurer in the
order designated or, in the absence of any designation, then in the order of
their election), shall perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer or the Treasurer may from time
to time prescribe.

     Section 11. Bonding. If required by the Board of Directors, all or certain
of the officers shall give the Corporation a bond, in such form, in such sum and
with such surety or sureties as shall be satisfactory to the Board, for the
faithful performance of the duties of their office and for the restoration to
the Corporation, in case of their death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in their possession or under their control belonging to the Corporation.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     Section 1. Form of Certificates. The Corporation shall deliver certificates
representing all shares to which shareholders are entitled. Certificates
representing shares of the Corporation shall be in such form as shall be
approved and adopted by the Board of Directors and shall be numbered
consecutively and entered in the share transfer records of the Corporation as
they are issued. Each certificate shall state on the face thereof that the
Corporation is organized under the laws of the State of Texas, the name of the
registered holder, the number and class of shares, and the designation of the
series, if any, which said certificate represents, and either the par value of
the shares or a statement that the shares are without par value. Each
certificate shall also set forth on the back thereof a full or summary statement
of matters required by the Act or the Articles of Incorporation to be described
on certificates representing shares, and shall contain a conspicuous statement
on the face thereof referring to the matters set forth on the back thereof.
Certificates shall be signed by the Chairman of the Board, President or any Vice
President and the


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<PAGE>




Secretary or any Assistant Secretary, and may be sealed with the seal of the
Corporation. Either the seal of the Corporation or the signatures of the
Corporation's officers or both may be facsimiles. In case any officer or
officers who have signed, or whose facsimile signature or signatures have been
used on such certificate or certificates, shall cease to be such officer or
officers of the Corporation, whether because of death, resignation or otherwise,
before such certificate or certificates have been delivered by the Corporation
or its agents, such certificate or certificates may nevertheless be issued and
delivered as though the person or persons who signed the certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the Corporation.

     Section 2. Lost Certificates. The Corporation may direct that a new
certificate be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing the issue of a new certificate, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of the lost or destroyed certificate, or his
legal representative, to advertise the same in such manner as it shall require
and/or give the Corporation a bond in such form, in such sum, and with such
surety or sureties as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

     Section 3. Transfer of Shares. Shares of stock shall be transferable only
on the share transfer records of the Corporation by the holder thereof in person
or by his duly authorized attorney. Subject to any restrictions on transfer set
forth in the Articles of Incorporation, these Bylaws or any agreement among
shareholders to which this Corporation is a party or has notice, upon surrender
to the Corporation or to the transfer agent of the Corporation of a certificate
representing shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation or the transfer agent of the Corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

     Section 4. Registered Shareholders. Except as otherwise provided in the Act
or other Texas law, the Corporation shall be entitled to regard the person in
whose name any shares issued by the Corporation are registered in the share
transfer records of the Corporation at any particular time (including, without
limitation, as of the record date fixed pursuant to Section 5 or Section 6 of
Article II hereof) as the owner of those shares and, accordingly, 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.


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<PAGE>




                                   ARTICLE VII

                                 INDEMNIFICATION

     Section 1. General. The Corporation [shall/may] indemnify persons who are
or were a director or officer of the Corporation both in their capacities as
directors and officers of the Corporation and, if serving at the request of the
Corporation as a director, officer, trustee, employee, agent or similar
functionary of another foreign or domestic corporation, trust, partnership,
joint venture, sole proprietorship, employee benefit plan or other enterprise,
in each of those capacities, against any and all liability and reasonable
expense that may be incurred by them in connection with or resulting from (a)
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative (collectively, a
"Proceeding"), (b) an appeal in such a Proceeding, or (c) any inquiry or
investigation that could lead to such a Proceeding, all to the full extent
permitted by Article 2.02-1 of the Act. [The Corporation shall pay or reimburse,
in advance of the final disposition of the Proceeding, to all persons who are or
were a director or officer of the Corporation all reasonable expenses incurred
by such person who was, is or is threatened to be made a named defendant or
respondent in a Proceeding to the full extent permitted by Article 2.02-1 of the
Act.] The Corporation [shall/may] indemnify persons who are or were an employee
or agent (other than a director or officer) of the Corporation, or persons who
are not or were not employees or agents of the Corporation but who are or were
serving at the request of the Corporation as a director, officer, trustee,
employee, agent or similar functionary of another foreign or domestic
corporation, trust, partnership, joint venture, sole proprietorship, employee
benefit plan or other enterprise (collectively, along with the directors and
officers of the Corporation, such persons are referred to herein as "Corporate
Functionaries") against any and all liability and reasonable expense that may be
incurred by them in connection with or resulting from (a) any Proceeding, (b) an
appeal in such a Proceeding, or (c) any inquiry or investigation that could lead
to such a Proceeding, all to the full extent permitted by Article 2.02-1 of the
Act. The rights of indemnification provided for in this Article VII shall be in
addition to all rights to which any Corporate Functionary may be entitled under
any agreement or vote of shareholders or as a matter of law or otherwise.

     Section 2. Insurance. The Corporation may purchase or maintain insurance on
behalf of any Corporate Functionary against any liability asserted against him
and incurred by him in such a capacity or arising out of his statue as a
Corporate Functionary, whether or not the Corporation would have the power to
indemnify him or her against the liability under the Act or these Bylaws;
provided, however, that if the insurance or other arrangement is with a person
or entity that is not regularly engaged in the business of providing insurance
coverage, the insurance or


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<PAGE>




arrangement may provide for payment of a liability with respect to which the
Corporation would not have the power to indemnify the person only if including
coverage for the additional liability has been approved by the shareholders of
the Corporation. Without limiting the power of the Corporation to procure or
maintain any kind of insurance or arrangement, the Corporation may, for the
benefit of persons indemnified by the Corporation, (i) create a trust fund,
(ii) establish any form of self-insurance, (iii) secure its indemnification
obligation by grant of any security interest or other lien on the assets of the
Corporation, or (iv) establish a letter of credit, guaranty or surety
arrangement. Any such insurance or other arrangement may be procured, maintained
or established within the Corporation or its affiliates or with any insurer or
other person deemed appropriate by the Board of Directors of the Corporation
regardless of whether all or part of the stock or other securities thereof are
owned in whole or in part by the Corporation. In the absence of fraud, the
judgment of the Board of Directors of the Corporation as to the terms and
conditions of such insurance or other arrangement and the identity of the
insurer or other person participating in an arrangement shall be conclusive, and
the insurance or arrangement shall not be voidable and shall not subject the
directors approving the insurance or arrangement to liability, on any ground,
regardless of whether directors participating in approving such insurance or
other arrangement shall be beneficiaries thereof.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

     Section 1. Distributions and Share Dividends. Distributions or share
dividends to the shareholders of the Corporation, subject to the provisions of
the Act and the Articles of Incorporation and any agreements or obligations of
the Corporation, if any, may be declared by the Board of Directors at any
regular or special meeting. Distributions may be declared and paid in cash or in
property (other than shares or rights to acquire shares of the Corporation),
provided that all such declarations and payments of distributions, and all
declarations and issuances of share dividends, shall be in strict compliance
with all applicable laws and the Articles of Incorporation.

     Section 2. Reserves. There may be created by resolution of the Board of
Directors out of the surplus of the Corporation such reserve or reserves as the
Board of Directors from time to time, in its discretion, deems proper to provide
for contingencies, or to equalize distributions or share dividends, or to repair
or maintain any property of the Corporation, or for such other proper purpose as
the Board shall deem beneficial to the Corporation, and the Board may increase,
decrease or abolish any reserve in the same manner in which it was created.




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<PAGE>




     Section 3. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

     Section 4, Seal. The Corporation shall have a seal which may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced. Any officer of the Corporation shall have authority to affix the
seal to any document requiring it.

     Section 5. Resignation. Any director, officer or agent of the Corporation
may resign by giving written notice to the President or the Secretary. The
resignation shall take effect at the time specified therein, or immediately if
no time is specified therein. Unless specified in such notice, the acceptance
of such resignation shall not be necessary to make it effective.

                                   ARTICLE IX

                              AMENDMENTS TO BYLAWS

     Unless otherwise provided by the Articles of Incorporation or a bylaw
adopted by the shareholders of the Corporation, these Bylaws may be amended or
repealed, or new Bylaws may be adopted, at any meeting of the shareholders of
the Corporation or of the Board of Directors at which a quorum is present, by
the affirmative vote of the holders of a majority of the shares or the
directors, as the case may be, present at such meeting.








                                       18

<PAGE>




                                  CERTIFICATION

     I, Jan Elois Hupfauer, Secretary of the Corporation, hereby certify that
the foregoing is a true, accurate and complete copy of the Bylaws of 300, Inc.
adopted by its Board of Directors as of October 1, 1987.



                                                  /s/ JAN ELOIS HUPFAUER
                                                  ---------------------------
                                                  Secretary




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