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                                                                     EXHIBIT 3.2

                           AMENDED AND RESTATED BYLAWS
                                       OF
                       EAGLE WIRELESS INTERNATIONAL, INC.
                               A TEXAS CORPORATION

                                   ARTICLE 1.
                                   DEFINITIONS

      1.1. DEFINITIONS. Unless the context clearly requires otherwise, in these
Bylaws:

            (a) "BOARD" means the board of directors of the Company.

            (b) "BYLAWS" means these bylaws as adopted by the Board and includes
      amendments subsequently adopted by the Board or by the Stockholders.

            (c) "ARTICLES OF INCORPORATION" means the Articles of Incorporation
      of Eagle Wireless International, Inc., as filed with the Secretary of
      State of the State of Texas and includes all amendments thereto and
      restatements thereof subsequently filed.

            (d) "COMPANY" means Eagle Wireless International, Inc., a Texas
      corporation.

            (e) "SECTION" refers to sections of these Bylaws.

            (f) "STOCKHOLDER" means stockholders of record of the Company.

      1.2. OFFICES. The title of an office refers to the person or persons who
at any given time perform the duties of that particular office for the Company.

                                   ARTICLE 2.
                                     OFFICES

      2.1. PRINCIPAL OFFICE. The Company may locate its principal office within
or without the state of incorporation as the Board may determine.

      2.2. REGISTERED OFFICE. The registered office of the Company required by
law to be maintained in the state of incorporation may be, but need not be, the
same as the principal place of business of the Company. The Board may change the
address of the registered office from time to time.

      2.3. OTHER OFFICES. The Company may have offices at such other places,
either within or without the state of incorporation, as the Board may designate
or as the business of the Company may require from time to time.

                                   ARTICLE 3.
                            MEETINGS OF STOCKHOLDERS

      3.1. ANNUAL MEETINGS. The Stockholders of the Company shall hold their
annual meetings for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings at such time, date
and place as the Board shall determine by resolution.

      3.2. SPECIAL MEETINGS. Only the Board, the Chairman of the Board, the
President or a committee of the Board duly designated and whose powers and
authority include the power to call meetings may call special meetings of the
Stockholders of the Company at any time for any purpose or purposes. Special
meetings of the Stockholders of the Company may also be called by the holders of
50% or more of the shares entitled to vote at the proposed special meeting, or
as set forth in the Articles of Incorporation.


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      3.3. PLACE OF MEETINGS. The Stockholders shall hold all meetings at such
places, within or without the State of Texas, as the Board or a committee of the
Board shall specify in the notice or waiver of notice for such meetings.

      3.4. NOTICE OF MEETINGS. Except as otherwise required by law, the Board or
a committee of the Board shall give notice of each meeting of Stockholders,
whether annual or special, not less than 10 nor more than 60 days before the
date of the meeting. The Board or a committee of the Board shall deliver a
notice to each Stockholder entitled to vote at such meeting by delivering a
typewritten or printed notice thereof to him / her personally, or by depositing
such notice in the United States mail, in a postage prepaid envelope, directed
to him / her at his / hers address as it appears on the records of the Company,
or by transmitting a notice thereof to him / her at such address by telegraph,
telecopy, cable or wireless. If mailed, notice is given on the date deposited in
the United States mail, postage prepaid, directed to the Stockholder at his /
her address as it appears on the records of the Company. An affidavit of the
Secretary or an Assistant Secretary or of the Transfer Agent of the Company that
he / she has given notice shall constitute, in the absence of fraud, prima facie
evidence of the facts stated therein.

      Every notice of a meeting of the Stockholders shall state the place, date
and hour of the meeting and, in the case of a special meeting, also shall state
the purpose or purposes of the meeting. Furthermore, if the Company will
maintain the list at a place other than where the meeting will take place, every
notice of a meeting of the Stockholders shall specify where the Company will
maintain the list of Stockholders entitled to vote at the meeting.

      3.5 ADVANCE NOTICE OF DIRECTOR NOMINATIONS AND OTHER BUSINESS. Only
persons who are nominated in accordance with the following procedures shall be
eligible for election as directors of the Company, except as may be otherwise
provided in the Articles of Incorporation with respect to the right of holders
of preferred stock of the corporation to nominate and elect a specified number
of directors in certain circumstances. To be properly brought before an annual
meeting, meeting of Stockholders, or any special meeting of Stockholders called
for the purpose of electing directors, nominations for the election of director
must be (a) specified in the notice of meeting (or any supplement thereto), (b)
made by or at the direction of the Board of Directors (or any duly authorized
committee thereof) or (c) made by any Stockholder of the corporation (i) who is
a Stockholder of record on the date of the giving of the notice provided for in
this Section 3.5 and on the record date for the determination of Stockholders
entitled to vote at such meeting and (ii) who complies with the notice
procedures set forth in this Section 3.5.

      In addition to any other applicable requirements, for a nomination to be
made by a Stockholder, such Stockholder must have given timely notice thereof in
proper written form to the Secretary of the corporation. To be timely, a
Stockholder's notice to the Secretary must be delivered to or mailed and
received at the principal executive offices of the corporation (a) in the case
of an annual meeting, not less than 120 days prior to the anniversary date of
the immediately preceding annual meeting of Stockholders; provided, however,
that in the event that the annual meeting is called for a date that is not
within thirty (30) days before or after such anniversary date or in connection
with the Company's annual meeting for the fiscal year ended August 31, 2001,
notice by the Stockholder in order to be timely must be so received not later
than the close of business on the tenth (10th) day following the day on which
such notice of the date of the annual meeting was mailed or such "public
disclosure" (defined as notice in a report filed pursuant to the Exchange Act or
notice in a press release) of the date of the annual meeting was made, whichever
first occurs; and (b) in the case of a special meeting of Stockholders called
for the purpose of electing Directors, not later than the close of business on
the tenth (10th) day following the day on which notice of the date of the
special meeting was mailed or public disclosure of the date of the special
meeting was made, whichever first occurs.

      To be in proper written form, a Stockholder's notice to the Secretary must
set forth:

            (a) as to each person whom the Stockholder proposes to nominate for
      election as a director (i) the name, age, business address and residence
      address of the person, (ii) the principal occupation or employment of the
      person, (iii) the class or series and number of shares of capital stock of
      the Company which are owned beneficially or of record by the person and
      (iv) any other information relating to the person that would be required
      to be disclosed in a proxy statement or other filings required to be made
      in connection with solicitations of proxies for election of Directors
      pursuant to Section 14 of the Securities Exchange Act of 1934, as amended
      (the "Exchange Act"), and the rules and regulations promulgated
      thereunder; and


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            (b) as to the Stockholder giving the notice (i) the name and record
      address of such Stockholder, (ii) the class or series and number of shares
      of capital stock of the Company which are owned beneficially or of record
      by such Stockholder, (iii) a description of all arrangements or
      understandings between such Stockholder and each proposed nominee and any
      other person or persons (including their names) pursuant to which the
      nomination(s) are to be made by such Stockholder, (iv) a representation
      that such Stockholder intends to appear in person or by proxy at the
      meeting to nominate the persons named in its notice and (v) any other
      information relating to such Stockholder that would be required to be
      disclosed in a proxy statement or other filings required to be made in
      connection with solicitations of proxies for election of directors
      pursuant to Section 14 of the Exchange Act and the rules and regulations
      promulgated thereunder. Such notice must be accompanied by a written
      consent of each proposed nominee to being named as a nominee and to serve
      as a director if elected.

      No person shall be eligible for election as a director of the corporation
unless nominated in accordance with the procedures set forth in this Section
3.5. If the chairman of the meeting determines that a nomination was not made in
accordance with the foregoing procedures, the chairman shall declare to the
meeting that the nomination was defective and such defective nomination shall be
disregarded.

      To be properly brought before an annual meeting, any business must be (a)
specified in the notice of meeting (or any supplement thereto) given 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 Stockholder (i) who is a Stockholder of
record on the date of the giving of the notice provided for in this Section 3.5
and on the record date for the determination of Stockholders entitled to vote at
such annual meeting and (ii) who complies with the notice procedures set forth
in this Section 3.5. For such nominations or other business to be considered
properly brought before the meeting by a Stockholder such Stockholder must, in
addition to any other applicable requirements, have given timely notice and in
proper form of such Stockholder's intent to bring such business before such
meeting. To be timely, such Stockholder's notice must be delivered to or mailed
and received by the Secretary of the corporation at the principal executive
offices of the corporation not less than 120 days prior to the anniversary date
of the immediately preceding annual meeting; provided, however, that in the
event the annual meeting is called for a date that is not within thirty (30)
days before or after such anniversary date or in connection with the Company's
annual meeting for the fiscal year ended August 31, 2001, notice by the
Stockholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or such public disclosure made, whichever occurs first.
To be in proper form, a Stockholder's notice to the Secretary shall set forth:

            (a) the name and record address of the Stockholder who intends to
      propose the business and the class or series and number of shares of
      capital stock of the Company which are owned beneficially or of record by
      such Stockholder;

            (b) a representation that the Stockholder is a holder of record of
      stock of the Company entitled to vote at such meeting and intends to
      appear in person or by proxy at the meeting introduce the business
      specified in the notice;

            (c) 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; and ;

            (d) any material interest of the Stockholder in such business.

      No business shall be conducted at the annual meeting of Stockholder except
business brought before the annual meeting in accordance with the procedures set
forth in this Section; provided, however, that, once business has been properly
brought before the annual meeting in accordance with such procedures, nothing in
this Section 3.5 shall be deemed to preclude discussion by any Stockholder of
any such business. The chairman of the meeting may refuse to acknowledge the
proposal of any business not made in compliance with the foregoing procedure.

      3.6. WAIVER OF NOTICE. Whenever these Bylaws require written notice, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall constitute the equivalent of notice.



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Attendance of a person at any meeting shall constitute a waiver of notice of
such meeting, except when the person attends the meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. No written
waiver of notice need specify either the business to be transacted at, or the
purpose or purposes of any regular or special meeting of the Stockholders,
directors or members of a committee of the Board.

      3.7. ADJOURNMENT OF MEETING. When the Stockholders adjourn a meeting 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 Stockholders may transact any business
which they may have transacted at the original meeting. If the adjournment is
for more than 30 days or, if after the adjournment, the Board or a committee of
the Board fixes a new record date for the adjourned meeting, the Board or a
committee of the Board shall give notice of the adjourned meeting to each
Stockholder of record entitled to vote at the meeting.

      3.8. QUORUM. Except as otherwise required by law, the holders of a
majority of all of the shares of the stock entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum for all purposes at any
meeting of the Stockholders. In the absence of a quorum at any meeting or any
adjournment thereof, the holders of a majority of the shares of stock entitled
to vote who are present, in person or by proxy, or, in the absence therefrom of
all the Stockholders, any officer entitled to preside at, or to act as secretary
of, such meeting may adjourn such meeting to another place, date or time. If the
chairman of the meeting gives notice of any adjourned special meeting of
Stockholders to all Stockholders entitled to vote thereat, stating that the
minimum percentage of stockholders for a quorum as provided by Texas law shall
constitute a quorum, then, except as otherwise required by law, that percentage
at such adjourned meeting shall constitute a quorum and a majority of the votes
cast at such meeting shall determine all matters.

      3.9. ORGANIZATION. Such person as the Board may have designated or, in the
absence of such a person, the highest ranking officer of the Company who is
present shall call to order any meeting of the Stockholders, determine the
presence of a quorum, and act as chairman of the meeting. In the absence of the
Secretary or an Assistant Secretary of the Company, the chairman shall appoint
someone to act as the secretary of the meeting.

      3.10. CONDUCT OF BUSINESS. The chairman of any meeting of Stockholders
shall determine the order of business and the procedure at the meeting,
including such regulations of the manner of voting and the conduct of discussion
as he deems in order.

      3.11. LIST OF STOCKHOLDERS. At least 10 days before every meeting of
Stockholders, the Secretary shall prepare a list of the Stockholders entitled to
vote at the meeting or any adjournment thereof, arranged in alphabetical order,
showing the address of each Stockholder and the number of shares registered in
the name of each Stockholder. The Company shall make the list available for
examination by any Stockholder for any purpose germane to the meeting, during
ordinary business hours, for a period of at least 10 days prior to the meeting,
either at a place within the city where the meeting will take place or at the
place designated in the notice of the meeting.

      The Secretary shall produce and keep the list at the time and place of the
meeting during the entire duration of the meeting, and any Stockholder who is
present may inspect the list at the meeting. The list shall constitute
presumptive proof of the identity of the Stockholders entitled to vote at the
meeting and the number of shares each Stockholder holds. A determination of
Stockholders entitled to vote at any meeting of Stockholders pursuant to this
Section shall apply to any adjournment thereof.

      3.12. FIXING OF RECORD DATE. For the purpose of determining Stockholders
entitled to notice of or to vote at any meeting of Stockholders or any
adjournment thereof, or Stockholders entitled to receive payment of any
dividend, or in order to make a determination of Stockholders for any other
proper purpose, the Board or a committee of the Board may fix in advance a date
as the record date for any such determination of Stockholders. However, the
Board shall not fix such date, in any case, more than 60 days nor less than 10
days prior to the date of the particular action. If the Board or a committee of
the Board does not fix a record date for the determination of Stockholders
entitled to notice of or to vote at a meeting of Stockholders, the record date
shall be at the close of business


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on the day next preceding the day on which notice is given or if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held or the date on which the Board adopts the resolution declaring a
dividend.

      3.13. VOTING OF SHARES. Each Stockholder shall have one vote for every
share of stock having voting rights registered in his name on the record date
for the meeting. The Company shall not have the right to vote treasury stock of
the Company, nor shall another corporation have the right to vote its stock of
the Company if the Company holds, directly or indirectly, a majority of the
shares entitled to vote in the election of directors of such other corporation.
Persons holding stock of the Company in a fiduciary capacity shall have the
right to vote such stock. Persons who have pledged their stock of the Company
shall have the right to vote such stock unless in the transfer on the books of
the Company the pledgor expressly empowered the pledgee to vote such stock. In
that event, only the pledgee, or his proxy, may represent such stock and vote
thereon. A plurality of the votes of the shares present in person or represented
by proxy at the meeting and entitled to vote shall determine all elections and,
except when the law or Articles of Incorporation requires otherwise, the
affirmative vote of a majority of the shares present in person or represented by
proxy at the meeting and entitled to vote shall determine all other matters.
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 of shares of such
class or classes present in person or represented by proxy at the meeting shall
be the act of such class. The Stockholders may vote by voice vote on all
matters. Upon demand by a Stockholder entitled to vote, or his proxy, the
Stockholders shall vote by ballot. In that event, each ballot shall state the
name of the Stockholder or proxy voting, the number of shares voted and such
other information as the Company may require under the procedure established for
the meeting.

      3.14. INSPECTORS. At any meeting in which the Stockholders vote by ballot,
the chairman may appoint one or more inspectors. Each inspector shall take and
sign an oath to execute the duties of inspector at such meeting faithfully, with
strict impartiality, and according to the best of his ability. The inspectors
shall ascertain the number of shares outstanding and the voting power of each;
determine the shares represented at a meeting and the validity of proxies and
ballots; count all votes and ballots; determine and retain for a reasonable
period a record of the disposition of any challenges made to any determination
by the inspectors; and certify their determination of the number of shares
represented at the meeting, and their count of all votes and ballots. The
certification required herein shall take the form of a subscribed, written
report prepared by the inspectors and delivered to the Secretary of the Company.
An inspector need not be a Stockholder of the Company, and any officer of the
Company may be an inspector on any question other than a vote for or against a
proposal in which he has a material interest.

      3.15. PROXIES. A Stockholder may exercise any voting rights in person or
by his / her proxy appointed by an instrument in writing, which he or his
authorized attorney-in-fact has subscribed and which the proxy has delivered to
the secretary of the meeting pursuant to the manner prescribed by law. A proxy
is not valid after the expiration of 13 months after the date of its execution,
unless the person executing it specifies thereon the length of time for which it
is to continue in force (which length may exceed 12 months) or limits its use to
a particular meeting. Each proxy is irrevocable if it expressly states that it
is irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. The attendance at any meeting
of a Stockholder who previously has given a proxy shall not have the effect of
revoking the same unless he notifies the Secretary in writing prior to the
voting of the proxy.

      3.16. ACTION BY CONSENT. Any action required to be taken at any annual or
special meeting of stockholders of the Company or any action which may be taken
at any annual or special meeting of such stockholders, 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 holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and shall be delivered to the
Company by delivery to its registered office, its principal place of business,
or an officer or agent of the Company having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Company's registered office shall be by hand or by certified or registered mail,
return receipt requested. Every written consent shall bear the date of signature
of each stockholder who signs the consent, and no written consent shall be
effective to take the corporate action referred to therein unless, within 50
days of the earliest dated consent delivered in the manner required by this
section to the Company, written consents signed by a sufficient number of
holders to take action are delivered to the Company by delivery to its
registered office, its principal place of business or an officer or agent of the
Company


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having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Company's registered office shall be by hand or
by certified or registered mail, return receipt requested. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.

                                   ARTICLE 4.
                               BOARD OF DIRECTORS

      4.1. GENERAL POWERS. The Board shall manage the property, business and
affairs of the Company.

      4.2. NUMBER. The number of directors who shall constitute the Board shall
equal not less than two nor more than 10, as the Board may determine by
resolution from time to time.

      4.3. ELECTION OF DIRECTORS AND TERM OF OFFICE. The Stockholders of the
Company shall elect the directors at the annual or adjourned annual meeting
(except as otherwise provided herein for the filling of vacancies). Each
director shall hold office until his death, resignation, retirement, removal, or
disqualification, or until his successor shall have been elected and qualified.

      4.4. RESIGNATIONS. Any director of the Company may resign at any time by
giving written notice to the Board or to the Secretary of the Company. Any
resignation shall take effect upon receipt or at the time specified in the
notice. Unless the notice specifies otherwise, the effectiveness of the
resignation shall not depend upon its acceptance.

      4.5. REMOVAL. Stockholders holding a majority of the outstanding shares
entitled to vote at an election of directors may remove any director or the
entire Board of Directors at any time, with or without cause.

      4.6. VACANCIES. A majority of the remaining directors, although less than
a quorum, or a sole remaining director may fill any vacancy on the Board,
whether because of death, resignation, disqualification, an increase in the
number of directors, or any other cause. Any director elected to fill a vacancy
shall hold office until his death, resignation, retirement, removal, or
disqualification, or until his successor shall have been elected and qualified.

      4.7. CHAIRMAN OF THE BOARD. At the initial and annual meeting of the
Board, the directors may elect from their number a Chairman of the Board of
Directors. The Chairman shall preside at all meetings of the Board and shall
perform such other duties as the Board may direct. The Board also may elect a
Vice Chairman and other officers of the Board, with such powers and duties as
the Board may designate from time to time.

      4.8. COMPENSATION. The Board may compensate directors for their services
and may provide for the payment of all expenses the directors incur by attending
meetings of the Board or otherwise.

                                   ARTICLE 5.
                              MEETINGS OF DIRECTORS

      5.1. REGULAR MEETINGS. The Board may hold a minimum of six regular
meetings at such places, dates and times as the Board shall establish by
resolution. At the Chairman's discretion, two of these meetings maybe held by
telecommunications. If any day fixed for a meeting falls on a legal holiday, the
Board shall hold the meeting at the same place and time on the next succeeding
business day. The Board need not give notice of regular meetings.

      5.2. PLACE OF MEETINGS. The Board may hold any of its meetings in or out
of the State of Texas, at such places as the Board may designate, at such places
as the notice or waiver of notice of any such meeting may designate, or at such
places as the persons calling the meeting may designate.

      5.3. MEETINGS BY TELECOMMUNICATIONS. The Board or any committee of the
Board may hold meetings by means of conference telephone or similar
telecommunications equipment that enable all persons participating in the
meeting to hear each other. Such participation shall constitute presence in
person at such meeting.


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      5.4. SPECIAL MEETINGS. The Chairman of the Board, the President, or
one-half of the directors then in office may call a special meeting of the
Board. The person or persons authorized to call special meetings of the Board
may fix any place, either in or out of the State of Texas as the place for the
meeting.

      5.5. NOTICE OF SPECIAL MEETINGS. The person or persons calling a special
meeting of the Board shall give written notice to each director of the time,
place, date and purpose of the meeting of not less than three business days if
by mail and not less than 24 hours if by telegraph or facsimile or in person
before the date of the meeting. If mailed, notice is given on the date deposited
in the United States mail, postage prepaid, to such director. A director may
waive notice of any special meeting, and any meeting shall constitute a legal
meeting without notice if all the directors are present or if those not present
sign either before or after the meeting a written waiver of notice, a consent to
such meeting, or an approval of the minutes of the meeting. A notice or waiver
of notice need not specify the purposes of the meeting or the business which the
Board will transact at the meeting.

      5.6. WAIVER BY PRESENCE. Except when expressly for the purpose of
objecting to the legality of a meeting, a director's presence at a meeting shall
constitute a waiver of notice of such meeting.

      5.7. QUORUM. A majority of the directors then in office shall constitute a
quorum for all purposes at any meeting of the Board. In the absence of a quorum,
a majority of directors present at any meeting may adjourn the meeting to
another place, date or time without further notice. No proxies shall be given by
directors to any person for purposes of voting or establishing a quorum at a
directors meetings.

      5.8. CONDUCT OF BUSINESS. The Board shall transact business in such order
and manner as the Board may determine. Except as the law requires otherwise, the
Board shall determine all matters by the vote of a majority of the directors
present at a meeting at which a quorum is present. The directors shall act as a
Board, and the individual directors shall have no power as such.

      5.9. ACTION BY CONSENT. The Board or a committee of the Board may take any
required or permitted action without a meeting if all members of the Board or
committee consent thereto in writing and file such consent with the minutes of
the proceedings of the Board or committee.

                                   ARTICLE 6.
                                   COMMITTEES

      6.1. COMMITTEES OF THE BOARD. The Board may designate, by a vote of a
majority of the directors then in office, committees of the Board. The
committees shall serve at the pleasure of the Board and shall possess such
lawfully delegable powers and duties as the Board may confer.

      6.2. SELECTION OF COMMITTEE MEMBERS. The Board shall elect by a vote of a
majority of the directors then in office a director or directors to serve as the
member or members of a committee. By the same vote, the Board may designate
other directors as alternate members who may replace any absent or disqualified
member at any meeting of a committee. In the absence or disqualification of any
member of any committee and any alternate member in his place, the member or
members of the committee present at the meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may appoint by unanimous
vote another member of the Board to act at the meeting in the place of the
absent or disqualified member.

      6.3. CONDUCT OF BUSINESS. Each committee may determine the procedural
rules for meeting and conducting its business and shall act in accordance
therewith, except as the law or these Bylaws require otherwise. Each committee
shall make adequate provision for notice of all meetings to members. A majority
of the members of the committee shall constitute a quorum, unless the committee
consists of one or two members. In that event, one member shall constitute a
quorum. A majority vote of the members present shall determine all matters. A
committee may take action without a meeting if all the members of the committee
consent in writing and file the consent or consents with the minutes of the
proceedings of the committee.

      6.4. AUTHORITY. Any committee, to the extent the Board provides, shall
have and may exercise all the powers and authority of the Board in the
management of the business and affairs of the Company, and may authorize the
affixation of the Company's seal to all instruments which may require or permit
it. However, no


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committee shall have any power or authority with regard to amending the Articles
of Incorporation, adopting an agreement of merger or consolidation, recommending
to the Stockholders the sale, lease or exchange of all or substantially all of
the Company's property and assets, recommending to the Stockholders a
dissolution of the Company or a revocation of a dissolution of the Company, or
amending these Bylaws of the Company. Unless a resolution of the Board expressly
provides, no committee shall have the power or authority to declare a dividend,
to authorize the issuance of stock, or to adopt a certificate of ownership and
merger.

      6.5. MINUTES. Each committee shall keep regular minutes of its proceedings
and report the same to the Board when required.

                                   ARTICLE 7.
                                    OFFICERS

      7.1 OFFICERS OF THE COMPANY. The officers of the Company shall consist of
a Chief Executive Officer, a President, a Chief Financial Officer, a Secretary
and such Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other
officers as the Board may designate and elect from time to time. The same person
may hold at the same time any two or more offices, except the offices of
President and Secretary.

      7.2 ELECTION AND TERM. The Board shall elect the officers of the Company.
Each officer shall hold office until his / her death, resignation, retirement,
removal or disqualification, or until his / her successor shall have been
elected and qualified.

      7.3 COMPENSATION OF OFFICERS. The Board shall fix the compensation of all
officers of the Company. No officer shall serve the Company in any other
capacity and receive compensation, unless the Board authorizes the additional
compensation.

      7.4 REMOVAL OF OFFICERS AND AGENTS. The Board may remove any officer or
agent it has elected or appointed at any time, with or without cause.

      7.5 RESIGNATION OF OFFICERS AND AGENTS. Any officer or agent the Board has
elected or appointed may resign at any time by giving written notice to the
Board, the Chairman of the Board, the President, or the Secretary of the
Company. Any such resignation shall take effect at the date of the receipt of
such notice or at any later time specified. Unless otherwise specified in the
notice, the Board need not accept the resignation to make it effective.

      7.6 BOND. The Board may require by resolution any officer, agent, or
employee of the Company to give bond to the Company, with sufficient sureties
conditioned on the faithful performance of the duties of his respective office
or agency. The Board also may require by resolution any officer, agent or
employee to comply with such other conditions as the Board may require from time
to time.

      7.7 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be subject
to the Board's control and shall supervise and direct all of the business and
affairs of the Company. When present, he shall sign (with or without the
Secretary, an Assistant Secretary, or any other officer or agent of the Company
which the Board has authorized) deeds, mortgages, bonds, contracts or other
instruments which the Board has authorized an officer or agent of the Company to
execute. However, the Chief Executive Officer shall not sign any instrument
which the law, these Bylaws, or the Board expressly require some other officer
or agent of the Company to sign and execute. In general, the Chief Executive
Officer shall perform all duties incident to the office of Chief Executive
Officer and such other duties as the Board may prescribe from time to time.

      7.8 PRESIDENT. The President shall be the Chief Operating Officer of the
Company and, subject to the Board's control, shall supervise and direct all of
the day-to-day business and affairs of the Company. When present, he shall sign
(with or without the CEO, Secretary, an Assistant Secretary, or any other
officer or agent of the Company which the Board has authorized) contracts or
other instruments which the Board has authorized an officer or agent of the
Company to execute. However, the President shall not sign any instrument which
the law, these Bylaws, or the Board expressly require some other officer or
agent of the Company to sign and execute. In general, the President shall
perform all duties incident to the office of President and such other duties as
the Board may prescribe from time to time.



                                       8
<PAGE>

      7.9 VICE PRESIDENTS. In the absence of the President or in the event of
his death, inability or refusal to act, the Vice Presidents in the order of
their length of service as Vice Presidents, unless the Board determines
otherwise, shall perform the duties of the President. When acting as the
President, a Vice President shall have all the powers and restrictions of the
Presidency. A Vice President shall perform such other duties as the President or
the Board may assign to him / her from time to time.

      7.10 SECRETARY. The Secretary shall (a) keep the minutes of the meetings
of the Stockholders and of the Board in one or more books for that purpose, (b)
give all notices which these Bylaws or the law requires, (c) serve as custodian
of the records and seal of the Company, (d) affix the seal of the corporation to
all documents which the Board has authorized execution on behalf of the Company
under seal, (e) maintain a register of the address of each Stockholder of the
Company, (f) sign, with the President, a Vice President, or any other officer or
agent of the Company which the Board has authorized, certificates for shares of
the Company, (g) have charge of the stock transfer books of the Company, and (h)
perform all duties which the President or the Board may assign to him / her from
time to time.

      7.11 ASSISTANT SECRETARIES. In the absence of the Secretary or in the
event of his / hers death, inability or refusal to act, the Assistant
Secretaries in the order of their length of service as Assistant Secretary,
unless the Board determines otherwise, shall perform the duties of the
Secretary. When acting as the Secretary, an Assistant Secretary shall have the
powers and restrictions of the Secretary. An Assistant Secretary shall perform
such other duties as the President, Secretary or Board may assign from time to
time.

      7.12 TREASURER. The Treasurer shall (a) have responsibility for all funds
and securities of the Company, (b) receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, (c) deposit all moneys in
the name of the Company in depositories which the Board selects, and (d) perform
all of the duties which the President or the Board may assign to him from time
to time.

      7.13 ASSISTANT TREASURERS. In the absence of the Treasurer or in the event
of his / hers death, inability or refusal to act, the Assistant Treasurers in
the order of their length of service as Assistant Treasurer, unless the Board
determines otherwise, shall perform the duties of the Treasurer. When acting as
the Treasurer, an Assistant Treasurer shall have the powers and restrictions of
the Treasurer. An Assistant Treasurer shall perform such other duties as the
Treasurer, the President, or the Board may assign to him / her from time to
time.

      7.14 DELEGATION OF AUTHORITY. Notwithstanding any provision of these
Bylaws to the contrary, the Board may delegate the powers or duties of any
officer to any other officer or agent.

      7.15 ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS. Unless the
Board directs otherwise, the CEO shall have the power to vote and otherwise act
on behalf of the Company, in person or by proxy, at any meeting of stockholders
of or with respect to any action of stockholders of any other corporation in
which the Company holds securities. Furthermore, unless the Board directs
otherwise, the President shall exercise any and all rights and powers which the
Company possesses by reason of its ownership of securities in another
corporation.

      7.16 VACANCIES. The Board may fill any vacancy in any office because of
death, resignation, removal, disqualification or any other cause in the manner
which these Bylaws prescribe for the regular appointment to such office.


                                   ARTICLE 8.
                          CONTRACTS, LOANS, DRAFTS,
                              DEPOSITS AND ACCOUNTS

      8.1. CONTRACTS. The Board may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument in the
name and on behalf of the Company. The Board may make such authorization general
or special.


                                       9
<PAGE>

      8.2. LOANS. Unless the Board has authorized such action, no officer or
agent of the Company shall contract for a loan on behalf of the Company or issue
any evidence of indebtedness in the Company's name.

      8.3. DRAFTS. The President, any Vice President, the Treasurer, any
Assistant Treasurer, and such other persons as the Board shall determine shall
issue all checks, drafts and other orders for the payment of money, notes and
other evidences of indebtedness issued in the name of or payable by the Company.

      8.4. DEPOSITS. The Treasurer shall deposit all funds of the Company not
otherwise employed in such banks, trust companies, or other depositories as the
Board may select or as any officer, assistant, agent or attorney of the Company
to whom the Board has delegated such power may select. For the purpose of
deposit and collection for the account of the Company, the President or the
Treasurer (or any other officer, assistant, agent or attorney of the Company
whom the Board has authorized) may endorse, assign and deliver checks, drafts
and other orders for the payment of money payable to the order of the Company.

      8.5. GENERAL AND SPECIAL BANK ACCOUNTS. The Board may authorize the
opening and keeping of general and special bank accounts with such banks, trust
companies, or other depositories as the Board may select or as any officer,
assistant, agent or attorney of the Company to whom the Board has delegated such
power may select. The Board may make such special rules and regulations with
respect to such bank accounts, not inconsistent with the provisions of these
Bylaws, as it may deem expedient.

                                   ARTICLE 9.
                  CERTIFICATES FOR SHARES AND THEIR TRANSFER

      9.1. CERTIFICATES FOR SHARES. Every owner of stock of the Company shall
have the right to receive a certificate or certificates, certifying to the
number and class of shares of the stock of the Company which he owns. The Board
shall determine the form of the certificates for the shares of stock of the
Company. The Secretary, transfer agent, or registrar of the Company shall number
the certificates representing shares of the stock of the Company in the order in
which the Company issues them. The President or any Vice President and the
Secretary or any Assistant Secretary shall sign the certificates in the name of
the Company. Any or all certificates may contain facsimile signatures. In case
any officer, transfer agent, or registrar who has signed a certificate, or whose
facsimile signature appears on a certificate, ceases to serve as such officer,
transfer agent, or registrar before the Company issues the certificate, the
Company may issue the certificate with the same effect as though the person who
signed such certificate, or whose facsimile signature appears on the
certificate, was such officer, transfer agent, or registrar at the date of
issue. The Secretary, transfer agent, or registrar of the Company shall keep a
record in the stock transfer books of the Company of the names of the persons,
firms or corporations owning the stock represented by the certificates, the
number and class of shares represented by the certificates and the dates thereof
and, in the case of cancellation, the dates of cancellation. The Secretary,
transfer agent, or registrar of the Company shall cancel every certificate
surrendered to the Company for exchange or transfer. Except in the case of a
lost, destroyed, stolen or mutilated certificate, the Secretary, transfer agent,
or registrar of the Company shall not issue a new certificate in exchange for an
existing certificate until he has cancelled the existing certificate.

      9.2. TRANSFER OF SHARES. A holder of record of shares of the Company's
stock, or his / hers attorney-in-fact authorized by power of attorney duly
executed and filed with the Secretary, transfer agent or registrar of the
Company, may transfer his / hers shares only on the stock transfer books of the
Company. Such person shall furnish to the Secretary, transfer agent, or
registrar of the Company proper evidence of his / hers authority to make the
transfer and shall properly endorse and surrender for cancellation his / hers
existing certificate or certificates for such shares. Whenever a holder of
record of shares of the Company's stock makes a transfer of shares for
collateral security, the Secretary, transfer agent, or registrar of the Company
shall state such fact in the entry of transfer if the transferor and the
transferee request.

      9.3. LOST CERTIFICATES. The Board may direct the Secretary, transfer
agent, or registrar of the Company to issue a new certificate to any holder of
record of shares of the Company's stock claiming that he has lost such
certificate, or that someone has stolen, destroyed or mutilated such
certificate, upon the receipt of an affidavit from such holder to such fact.
When authorizing the issue of a new certificate, the Board, in its discretion
may require as a condition precedent to the issuance that the owner of such
certificate give the Company a bond of indemnity in such form and amount as the
Board may direct.


                                       10
<PAGE>

      9.4. REGULATIONS. The Board may make such rules and regulations, not
inconsistent with these Bylaws, as it deems expedient concerning the issue,
transfer and registration of certificates for shares of the stock of the
corporation. The Board may appoint or authorize any officer or officers to
appoint one or more transfer agents, or one or more registrars, and may require
all certificates for stock to bear the signature or signatures of any of them.

      9.5. HOLDER OF RECORD. The Company may treat as absolute owners of shares
the person in whose name the shares stand of record as if that person had full
competency, capacity and authority to exercise all rights of ownership, despite
any knowledge or notice to the contrary or any description indicating a
representative, pledge or other fiduciary relation, or any reference to any
other instrument or to the rights of any other person appearing upon its record
or upon the share certificate. However, the Company may treat any person
furnishing proof of his / hers appointment as a fiduciary as if he were the
holder of record of the shares.

      9.6. TREASURY SHARES. Treasury shares of the Company shall consist of
shares which the Company has issued and thereafter acquired but not canceled.
Treasury shares shall not carry voting or dividend rights.

                                   ARTICLE 10.
                                 INDEMNIFICATION

      10.1. DEFINITIONS. In this Article:

            (a) "INDEMNITEE" means (i) any present or former Director, advisory
      director or officer of the Company, (ii) any person who while serving in
      any of the capacities referred to in clause (i) hereof served at the
      Company's request as a director, officer, partner, venturer, proprietor,
      trustee, employee, agent or similar functionary of another foreign or
      domestic corporation, partnership, joint venture, trust, employee benefit
      plan or other enterprise, and (iii) any person nominated or designated by
      (or pursuant to authority granted by) the Board of Directors or any
      committee thereof to serve in any of the capacities referred to in clauses
      (i) or (ii) hereof.

            (b) "OFFICIAL CAPACITY" means (i) when used with respect to a
      Director, the office of Director of the Company, and (ii) when used with
      respect to a person other than a Director, the elective or appointive
      office of the Company held by such person or the employment or agency
      relationship undertaken by such person on behalf of the Company, but in
      each case does not include service for any other foreign or domestic
      corporation or any partnership, joint venture, sole proprietorship, trust,
      employee benefit plan or other enterprise.

            (c) "PROCEEDING" means any threatened, pending or completed action,
      suit or proceeding, whether civil, criminal, administrative, arbitrative
      or investigative, any appeal in such an action, suit or proceeding, and
      any inquiry or investigation that could lead to such an action, suit or
      proceeding.

      10.2. INDEMNIFICATION. The Company shall indemnify every Indemnitee
against all judgments, penalties (including excise and similar taxes), fines,
amounts paid in settlement and reasonable expenses actually incurred by the
Indemnitee in connection with any Proceeding in which he was, is or is
threatened to be named defendant or respondent, or in which he was or is a
witness without being named a defendant or respondent, by reason, in whole or in
part, of his / hers serving or having served, or having been nominated or
designated to serve, in any of the capacities referred to in Section 10.1, if it
is determined in accordance with Section 10.4 that the Indemnitee (a) conducted
himself / herself in good faith, (b) reasonably believed, in the case of conduct
in his / hers Official Capacity, that his / hers conduct was in the Company's
best interests and, in all other cases, that his / hers conduct was at least not
opposed to the Company's best interests, and (c) in the case of any criminal
proceeding, had no reasonable cause to believe that his / hers conduct was
unlawful; provided, however, that in the event that an Indemnitee is found
liable to the Company or is found liable on the basis that personal benefit was
improperly received by the Indemnitee the indemnification (i) is limited to
reasonable expenses actually incurred by the Indemnitee in connection with the
Proceeding and (ii) shall not be made in respect of any Proceeding in which the
Indemnitee shall have been found liable for willful or intentional misconduct in
the performance of his / hers duty to the Company. Except as provided in the
immediately preceding proviso to the first sentence of this Section 10.2, no
indemnification shall be made under this Section 10.2 in respect of any
Proceeding in which such Indemnitee shall have



                                       11
<PAGE>

been (x) found liable on the basis that personal benefit was improperly received
by him / her, whether or not the benefit resulted from an action taken in the
Indemnitee's Official Capacity, or (y) found liable to the Company. The
termination of any Proceeding by judgment, order, settlement or conviction, or
on a plea of nolo contendere or its equivalent, is not of itself determinative
that the Indemnitee did not meet the requirements set forth in clauses (a), (b)
or (c) in the first sentence of this Section 10.2. An Indemnitee shall be deemed
to have been found liable in respect of any claim, issue or matter only after
the Indemnitee shall have been so adjudged by a court of competent jurisdiction
after exhaustion of all appeals therefrom. Reasonable expenses shall, include,
without limitation, all court costs and all fees and disbursements of attorneys
for the Indemnitee. The indemnification provided herein shall be applicable
whether or not negligence or gross negligence of the Indemnitee is alleged or
proven.

      10.3. SUCCESSFUL DEFENSE. Without limitation of Section 10.2 and in
addition to the indemnification provided for in Section 10.2, the Company shall
indemnify every Indemnitee against reasonable expenses incurred by such person
in connection with any Proceeding in which he is a witness or a named defendant
or respondent because he served in any of the capacities referred to in Section
10.1, if such person has been wholly successful, on the merits or otherwise, in
defense of the Proceeding.

      10.4. DETERMINATIONS. Any indemnification under Section 10.2 (unless
ordered by a court of competent jurisdiction) shall be made by the Company only
upon a determination that indemnification of the Indemnitee is proper in the
circumstances because he has met the applicable standard of conduct. Such
determination shall be made (a) by the Board of Directors by a majority vote of
a quorum consisting of Directors who, at the time of such vote, are not named
defendants or respondents in the Proceeding; (b) if such a quorum cannot be
obtained, then by a majority vote of a committee of the Board of Directors, duly
designated to act in the matter by a majority vote of all Directors (in which
designated Directors who are named defendants or respondents in the Proceeding
may participate), such committee to consist solely of two (2) or more Directors
who, at the time of the committee vote, are not named defendants or respondents
in the Proceeding; (c) by special legal counsel selected by the Board of
Directors or a committee thereof by vote as set forth in clauses (a) or (b) of
this Section 10.4 or, if the requisite quorum of all of the Directors cannot be
obtained therefor and such committee cannot be established, by a majority vote
of all of the Directors (in which Directors who are named defendants or
respondents in the Proceeding may participate); or (d) by the shareholders in a
vote that excludes the shares held by Directors that are named defendants or
respondents in the Proceeding. Determination as to reasonableness of expenses
shall be made in the same manner as the determination that indemnification is
permissible, except that if the determination that indemnification is
permissible is made by special legal counsel, determination as to reasonableness
of expenses must be made in the manner specified in clause (c) of the preceding
sentence for the selection of special legal counsel. In the event a
determination is made under this Section 10.4 that the Indemnitee has met the
applicable standard of conduct as to some matters but not as to others, amounts
to be indemnified may be reasonably prorated.

      10.5. ADVANCEMENT OF EXPENSES. Reasonable expenses (including court costs
and attorneys' fees) incurred by an Indemnitee who was or is a witness or was,
is or is threatened to be made a named defendant or respondent in a Proceeding
shall be paid by the Company at reasonable intervals in advance of the final
disposition of such Proceeding, and without making any of the determinations
specified in Section 10.4, after receipt by the Company of (a) a written
affirmation by such Indemnitee of his / hers good faith belief that he has met
the standard of conduct necessary for indemnification by the Company under this
Article and (b) a written undertaking by or on behalf of such Indemnitee to
repay the amount paid or reimbursed by the Company if it shall ultimately be
determined that he is not entitled to be indemnified by the Company as
authorized in this Article. Such written undertaking shall be an unlimited
obligation of the Indemnitee but need not be secured and it may be accepted
without reference to financial ability to make repayment. Notwithstanding any
other provision of this Article, the Company may pay or reimburse expenses
incurred by an Indemnitee in connection with his / hers appearance as a witness
or other participation in a Proceeding at a time when he is not named a
defendant or respondent in the Proceeding.

      10.6. EMPLOYEE BENEFIT PLANS. For purposes of this Article, the Company
shall be deemed to have requested an Indemnitee to serve an employee benefit
plan whenever the performance by him / her of his / hers duties to the Company
also imposes duties on or otherwise involves services by him / her to the plan
or participants or beneficiaries of the plan. Excise taxes assessed on an
Indemnitee with respect to an employee benefit plan pursuant to applicable law
shall be deemed fines. Action taken or omitted by an Indemnitee with respect to
an employee benefit plan in the performance of his / hers duties for a purpose
reasonably believed by him / her to be in the


                                       12

<PAGE>

interest of the participants and beneficiaries of the plan shall be deemed to be
for a purpose which is not opposed to the best interests of the Company.

      10.7. OTHER INDEMNIFICATION AND INSURANCE. The indemnification provided by
this Article shall (a) not be deemed exclusive of, or to preclude, any other
rights to which those seeking indemnification may at any time be entitled under
the Company's Articles of Incorporation, any law, agreement or vote of
shareholders or disinterested Directors, or otherwise, or under any policy or
policies of insurance purchased and maintained by the Company on behalf of any
Indemnitee, both as to action in his / hers Official Capacity and as to action
in any other capacity, (b) continue as to a person who has ceased to be in the
capacity by reason of which he was an Indemnitee with respect to matters arising
during the period he was in such capacity, (c) inure to the benefit of the
heirs, executors and administrators of such a person and (d) not be required if
and to the extent that the person otherwise entitled to payment of such amounts
hereunder has actually received payment therefor under any insurance policy,
contract or otherwise.

      10.8. NOTICE. Any indemnification of or advance of expenses to an
Indemnitee in accordance with this Article shall be reported in writing to the
shareholders of the Company with or before the notice or waiver of notice of the
next shareholders' meeting or with or before the next submission to shareholders
of a consent to action without a meeting and, in any case, within the 12-month
period immediately following the date of the indemnification or advance.

      10.9. CONSTRUCTION. The indemnification provided by this Article shall be
subject to all valid and applicable laws, including, without limitation, Article
2.02-1 of the Texas Business Company Act, and, in the event this Article or any
of the provisions hereof or the indemnification contemplated hereby are found to
be inconsistent with or contrary to any such valid laws, the latter shall be
deemed to control and this Article shall be regarded as modified accordingly,
and, as so modified, to continue in full force and effect.

      10.10. CONTINUING OFFER, RELIANCE, ETC. The provisions of this Article (a)
are for the benefit of, and may be enforced by, each Indemnitee of the Company,
the same as if set forth in their entirety in a written instrument duly executed
and delivered by the Company and such Indemnitee and (b) constitute a continuing
offer to all present and future Indemnitees. The Company, by its adoption of
these Bylaws, (x) acknowledges and agrees that each Indemnitee of the Company
has relied upon and will continue to rely upon the provisions of this Article in
becoming, and serving in any of the capacities referred to in Section 10.1(a) of
this Article, (y) waives reliance upon, and all notices of acceptance of, such
provisions by such Indemnitees and (z) acknowledges and agrees that no present
or future Indemnitee shall be prejudiced in his / hers right to enforce the
provisions of this Article in accordance with their terms by any act or failure
to act on the part of the Company.

      10.11. EFFECT OF AMENDMENT. No amendment, modification or repeal of this
Article or any provision hereof shall in any manner terminate, reduce or impair
the right of any past, present or future Indemnitees to be indemnified by the
Company, nor the obligation of the Company to indemnify any such Indemnitees,
under and in accordance with the provisions of the Article as in effect
immediately prior to such amendment, modification or repeal with respect to
claims arising from or relating to matters occurring, in whole or in part, prior
to such amendment, modification or repeal, regardless of when such claims may
arise or be asserted.

                                   ARTICLE 11.
                                 TAKEOVER OFFERS

      In the event the Company receives a takeover offer, the Board of Directors
shall consider all relevant factors in evaluating such offer, including, but not
limited to, the terms of the offer, and the potential economic and social impact
of such offer on the Company's stockholders, employees, customers, creditors and
community in which it operates.


                                       13
<PAGE>

                                   ARTICLE 12.
                                     NOTICES

      12.1. GENERAL. Whenever these Bylaws require notice to any Stockholder,
director, officer or agent, such notice does not mean personal notice. A person
may give effective notice under these Bylaws in every case by depositing a
writing in a post office or letter box in a postpaid, sealed wrapper, or by
dispatching a prepaid telegram addressed to such Stockholder, director, officer
or agent at his / hers address on the books of the Company. Unless these Bylaws
expressly provide to the contrary, the time when the person sends notice shall
constitute the time of the giving of notice.

      12.2. WAIVER OF NOTICE. Whenever the law or these Bylaws require notice,
the person entitled to said notice may waive such notice in writing, either
before or after the time stated therein.

                                   ARTICLE 13.
                                  MISCELLANEOUS

      13.1. FACSIMILE SIGNATURES. In addition to the use of facsimile signatures
which these Bylaws specifically authorize, the Company may use such facsimile
signatures of any officer or officers, agents or agent, of the Company as the
Board or a committee of the Board may authorize.

      13.2. CORPORATE SEAL. The Board may provide for a suitable seal containing
the name of the Company, of which the Secretary shall be in charge. The
Treasurer, any Assistant Secretary, or any Assistant Treasurer may keep and use
the seal or duplicates of the seal if and when the Board or a committee of the
Board so directs.

      13.3. FISCAL YEAR. The Board shall have the authority to fix and change
the fiscal year of the Company.

                                   ARTICLE 14.
                                   AMENDMENTS

      Subject to the provisions of the Articles of Incorporation, the
Stockholders or the Board may amend or repeal these Bylaws at any meeting.

      The undersigned hereby certifies that the foregoing constitutes a true and
correct copy of the Bylaws of the Company as adopted by the Directors on the
12th day of November, 2001.

      Executed as of this 12th day of November, 2001.




--------------------------------------
Christopher W. Futer, Secretary




                                       14