eDOORWAYS
CORP





EDOORWAYS
CORPORATION.


2602
YORKTOWN PLACE


HOUSTON,
TX 77056


832−284−4276








EX−3.II





10SB12G
Filed on 01/24/1997


File
Number 000−22057








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LIVEDGAR®Information
Provided by Global Securities Information, Inc.


800.669.1154


www.gsionline.com





AMENDED
AND RESTATED


BYLAWS


OF


GK
INTELLIGENT SYSTEMS, INC.,


A
DELAWARE 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)
"CERTIFICATE OF INCORPORATION" means the Certificate of Incorporation of GK
INTELLIGENT SYSTEMS, INC. as filed with the Secretary of State of the State of
Delaware and includes all amendments thereto and restatements thereof
subsequently filed.





(d)
"COMPANY" means GK INTELLIGENT SYSTEMS, INC., a Delaware
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. 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 at least 30% of
all shares entitled to vote at the proposed special meeting.





3.3 PLACE
OF MEETINGS. The Stockholders shall hold all meetings at such places, within or
without the State of Delaware, 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 personally, or by depositing such
notice in the United States mail, in a postage prepaid envelope, directed to him
at his address as it appears on the records of the Company, or by transmitting a
notice thereof to him 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 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 has given notice shall
constitute, in the absence of fraud, prima facie evidence of the facts stated
therein.


2


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
STOCKHOLDER NOTICE. Subject to the Certificate of Incorporation, the
Stockholders who intend to nominate persons to the Board of Directors or propose
any other action at an annual meeting of Stockholders must timely notify the
Secretary of the Company of such intent. To be timely, a Stockholder's notice
must be delivered to or mailed and received at the principal executive offices
of the Company not less than 60 days nor more than 90 days prior to the date of
such meeting; provided, however, that in the event that less than 75 days'
notice of the date of the meeting is given or made to Stockholders, notice by
the Stockholder to be timely must be received not later than the close of
business on the 15th day following the date on which such notice of the date of
the annual meeting was mailed. Such notice must be in writing and must include a
(i) a brief description of the business desired to the brought before the annual
meeting and the reasons for conducting such business at the meeting; (ii) the
name and record address of the Stockholder proposing such business; (iii) the
class, series and number of shares of capital stock of the Company which are
beneficially owned by the Stockholder; and (iv) any material interest of the
Stockholder in such business. The Board of Directors reserves the right to
refuse to submit any such proposal to stockholders at an annual meeting if, in
its judgment, the information provided in the notice is inaccurate or
incomplete.


3


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. 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.


4


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 there from 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 Delaware 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.


5


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 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.


6


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 Certificate 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.


7


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 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.


8


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 60 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 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.


9


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.


10


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 regular meetings at such places, dates and
times as the Board shall establish by resolution. 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
Delaware, 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.


11


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.





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 Delaware 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 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.


12


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.


13


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
committee shall have any power or authority with regard to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the Stockholders the sale, lease or exchange of all or
substantially all of the 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.


14


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
President, 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 death, resignation, retirement, removal or
disqualification, or until his 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.


15


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
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
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 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.





7.8 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
from time to time.





7.9
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 from time
to time.


16


7.10
ASSISTANT SECRETARIES. In the absence of the Secretary or in the event of his
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.





7.11
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.





7.12
ASSISTANT TREASURERS. In the absence of the Treasurer or in the event of his
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 from time to
time.


17


7.13
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.





7.14
ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS. Unless the Board
directs otherwise, the President 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.





7.15
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.





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.


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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.


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9.2
TRANSFER OF SHARES. A holder of record of shares of the Company's stock, or his
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
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 authority to make the transfer and shall properly endorse and
surrender for cancellation his 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.


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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.





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 appointment as a fiduciary as if he were the holder of
record of the shares.


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





ARTICLE
10.


INDEMNIFICATION





10.1 The
Company shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Company) by reason of the fact that he is or was a
director, officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner in which
he reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.


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10.2 The
Company shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the Company to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of the Company, or is
or was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Company unless
and only to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.





10.3 To
the extent that a director, officer, employee or agent of the Company has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 10.1 and 10.2 of this Article, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.





10.4 Any
indemnification under subsections 10.1 and 10.2 of this Article (unless ordered
by a court) shall be made by the Company only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in subsections 10.1 and 10.2 of this Article. Such
determination shall be made (a) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (b) if such quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (c) by the stockholders.


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10.5
Expenses (including attorneys' fees) incurred by an officer or director in
defending in a civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the Company in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Company as
authorized by this Article. Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions, if
any, as the Board of Directors deems appropriate.





10.6 The
indemnification and advancement of expenses provided by, or granted pursuant to,
the other subsections of this Article shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.





10.7 The
Company shall have the power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Company, or
is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the Company
would have the power to indemnify him against such liability under this
Article.


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10.8 For
purposes of this section references to "the Company" shall include, in addition
to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
this Article with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.





10.9 The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.





10.10
Nothing contained in this Article 10, or elsewhere in these Bylaws, shall
operate to indemnify any director or officer is such indemnification is contrary
to law, either as a matter of public policy, or under the provisions of the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, or any other applicable state or Federal law.


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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.





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 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.


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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 Certificate 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 11th day of
August, 1995.





Executed
as of this 11th day of August, 1995.





GARY
      F. KIMMONS, Chief Executive Officer







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