Exhibit 3.3

                           AMENDED AND RESTATED BYLAWS

                                       OF

                        INSPIRE INSURANCE SOLUTIONS, INC.

                   (MILLERS INTEGRATED CLAIMS RESOURCES, INC.)

                               a Texas corporation
                                 (the "Company")


                    (Adopted effective as of April 28, 1995)

             (Incorporating the First, Second and Third Amendments)



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                                TABLE OF CONTENTS

<S>                                                                                                              <C>

ARTICLE I.........................................................................................................1
   Section I.1.  Registered Office................................................................................1
   Section I.2.  Additional Offices...............................................................................1
ARTICLE II........................................................................................................1
   Section II.1.  Annual Meetings.................................................................................1
   Section II.2.  Special Meetings................................................................................1
   Section II.3.  Notices.........................................................................................1
   Section II.4.  Quorum..........................................................................................2
   Section II.5.  Voting of Shares................................................................................2
   Section II.5.2.  Votes Per Share...............................................................................2
   Section II.5.3.  Proxies.......................................................................................2
   Section II.5.4.  Required Vote.................................................................................3
   Section II.6.  Consents in Lieu of Meeting.....................................................................3
   Section II.7.  Notice of Shareholder Business and Nominations..................................................3
   Section II.7.1.  Annual Meetings of Shareholders...............................................................3
   Section II.7.2.  Special Meetings of Shareholders..............................................................4
   Section II.7.3.  General.......................................................................................4
ARTICLE III.......................................................................................................5
   Section III.1.  Purpose........................................................................................5
   Section III.2.  Number.........................................................................................5
   Section III.3.  Election.......................................................................................5
   Section III.4.  Vacancies and Newly-Created Directorships......................................................5
   Section III.4.1.  Vacancies....................................................................................5
   Section III.4.2.  Newly-Created Directorships..................................................................6
   Section III.4.3.  Election by Shareholders.....................................................................6
   Section III.5.  Removal........................................................................................6
   Section III.6.  Compensation...................................................................................6
ARTICLE IV........................................................................................................6
   Section IV.1.  Annual Meetings.................................................................................6
   Section IV.2.  Regular Meetings................................................................................6
   Section IV.3.  Special Meetings................................................................................6
   Section IV.4.  Quorum, Required Vote...........................................................................7
   Section IV.5.  Consent In Lieu of Meeting......................................................................7
ARTICLE V.........................................................................................................7
   Section V.1.  Establishment; Standing Committees...............................................................7
   Section V.1.1.  Finance Committee..............................................................................7
   Section V.1.2.  Audit Committee................................................................................7
   Section V.1.3.  Compensation Committee.........................................................................8
   Section V.2.  Available Powers.................................................................................8
   Section V.3.  Alternate Members................................................................................8
   Section V.4.  Procedures.......................................................................................8

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ARTICLE VI........................................................................................................8
   Section VI.1.  Elected Officers................................................................................8
   Section VI.1.1.  Chairman of the Board.........................................................................8
   Section VI.1.2.  President.....................................................................................9
   Section VI.1.3.  Vice Presidents...............................................................................9
   Section VI.1.4.  Secretary.....................................................................................9
   Section VI.1.5.  Assistant Secretaries.........................................................................9
   Section VI.1.6.  Treasurer.....................................................................................9
   Section VI.1.7.  Assistant Treasurers.........................................................................10
   Section VI.1.8.  Divisional Officers..........................................................................10
   Section VI.2.  Election.......................................................................................10
   Section VI.3.  Appointed Officers.............................................................................10
   Section VI.4.  Multiple Officeholders, Shareholder and Director Officers......................................10
   Section VI.5.  Compensation, Vacancies........................................................................10
   Section VI.6.  Additional Powers and Duties...................................................................10
   Section VI.7.  Removal........................................................................................11
ARTICLE VII......................................................................................................11
   Section VII.1.  Entitlement to Certificates...................................................................11
   Section VII.2.  Multiple Classes of Stock; Preemptive Rights..................................................11
   Section VII.3.  Signatures....................................................................................12
   Section VII.4.  Issuance and Payment..........................................................................12
   Section VII.5.  Lost Certificates.............................................................................12
   Section VII.6.  Transfer of Stock.............................................................................12
   Section VII.7.  Registered Shareholders.......................................................................13
ARTICLE VIII.....................................................................................................13
   Section VIII.1.  Definitions..................................................................................13
   Section VIII.2.  Mandatory Indemnification....................................................................13
   Section VIII.3.  Prohibited Indemnification...................................................................14
   Section VIII.4.  Termination of Proceedings...................................................................14
   Section VIII.5.  Judgments, Expenses, etc.....................................................................14
   Section VIII.6.  Determination of Indemnification.............................................................14
   Section VIII.7.  Determination of Reasonableness of Expenses..................................................15
   Section VIII.8.  Indemnification Against Reasonable Expenses..................................................15
   Section VIII.9.  Payments in Advance of Disposition...........................................................15

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   Section VIII.10.  Written Undertaking.........................................................................15
   Section VIII.11.  Consistency with Articles of Incorporation..................................................15
   Section VIII.12.  Other Expenses..............................................................................16
   Section VIII.13.  Officers, Employees and Agents..............................................................16
   Section VIII.14.  Other Capacities............................................................................16
   Section VIII.15.  Further Indemnification.....................................................................16
   Section VIII.16.  Insurance...................................................................................16
   Section VIII.17.  Report To Shareholders......................................................................17
   Section VIII.18.  Employee Benefit Plans......................................................................17
   Section VIII.19.  Change in Governing Law.....................................................................17
ARTICLE IX.......................................................................................................17
   Section IX.1.  Validity; Disclosure; Approval.................................................................17
   Section IX.2.  Quorum.........................................................................................18
   Section IX.3.  Nonexclusive...................................................................................18
ARTICLE X........................................................................................................18
   Section X.1.  Place of Meetings...............................................................................18
   Section X.2.  Fixing Record Dates.............................................................................18
   Section X.3.  Waiver of Notice................................................................................19
   Section X.4.  Attendance via Communications Equipment.........................................................19
   Section X.5.  Dividends.......................................................................................19
   Section X.6.  Reserves........................................................................................19
   Section X.7.  Reports to Shareholders.........................................................................20
   Section X.8.  Contracts and Negotiable Instruments............................................................20
   Section X.9.  Fiscal Year.....................................................................................20
   Section X.10.  Seal...........................................................................................20
   Section X.11.  Books and Records..............................................................................20
   Section X.12.  Resignation....................................................................................20
   Section X.13.  Surety Bonds...................................................................................20
   Section X.14.  Proxies in Respect of Securities of Other Corporations.........................................21
   Section X.15.  Amendments.....................................................................................21

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                                     BYLAWS


                                   ARTICLE I.
                                     OFFICES

         Section I.1.  Registered  Office.  The registered office of the Company
within the State of Texas shall be located at either (i) the principal  place of
business  of the  Company  in the  State  of Texas  or (ii)  the  office  of the
corporation or individual acting as the Company's registered agent in Texas.

         Section I.2.  Additional  Offices.  The Company may, in addition to its
registered  office in the State of Texas,  have such other offices and places of
business,  both within and without the State of Texas, as the Board of Directors
of the Company (the "Board") may from time to time  determine or as the business
and affairs of the Company may require.


                                   ARTICLE II.
                              SHAREHOLDERS MEETINGS

         Section  II.1.  Annual  Meetings.   Annual  meetings  of  shareholders,
including the 2000 annual meeting of  shareholders,  shall be held at such place
and time on any  weekday  which is not a holiday as shall be  designated  by the
Board and stated in the notice of the meeting,  at which the shareholders  shall
elect the  directors  of the Company  and  transact  such other  business as may
properly be brought before the meeting.

         Section II.2.  Special Meetings.  Special meetings of the shareholders,
for any  purpose  or  purposes,  unless  otherwise  prescribed  by law or by the
articles of incorporation, (i) may be called by the chairman of the board or the
president  and (ii) shall be called by the president or secretary at the request
in writing of a majority of the Board or  shareholders  owning  capital stock of
the Company  representing at least ten percent (10%) of the votes of all capital
stock of the Company entitled to vote thereat.  Such request of the Board or the
shareholders shall state the purpose or purposes of the proposed meeting.

         Section II.3. Notices.  Written or printed notice of each shareholders'
meeting  stating the place,  date and hour of the meeting shall be given to each
shareholder  of record  entitled to vote  thereat by or at the  direction of the
president,  the secretary or the officer or person calling such meeting not less
than ten (10) nor more than sixty (60) days before the date of the  meeting.  If
said notice is for a  shareholders'  meeting  other than an annual  meeting,  it
shall in  addition  state the  purpose or  purposes  for which  said  meeting is
called,  and the business  transacted  at such  meeting  shall be limited to the
matters so stated in said notice and any matters reasonably related thereto.  If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail  addressed to each  shareholder  at his address as it appears on the
stock transfer books of the Company, with postage thereon prepaid.


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         Section II.4.  Quorum.  The presence at a shareholders'  meeting of the
holders,  present in person or  represented  by proxy,  of capital  stock of the
Company representing a majority of the votes of all capital stock of the Company
entitled  to vote  thereat  shall  constitute  a quorum at such  meeting for the
transaction  of business  except as  otherwise  provided by law, the articles of
incorporation  or these Bylaws.  If a quorum shall not be present or represented
at any meeting of the shareholders,  a majority of the shareholders  entitled to
vote thereat and present in person or  represented by proxy shall have the power
to adjourn the meeting from time to time, without notice other than announcement
at the  meeting,  until a quorum  shall be present or  represented.  At any such
reconvened  meeting  at which a quorum  shall be  present  or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally notified. If the adjournment is for more than thirty (30) days, or if
after the adjournment a new record date is fixed for the reconvened  meeting,  a
notice of said reconvened meeting shall be given to each shareholder entitled to
vote at said meeting.  The  shareholders  present at a duly convened meeting may
continue to transact business until adjournment,  notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.

         Section II.5.  Voting of Shares.

         Section  II.5.1.  Voting Lists.  The officer or agent who has charge of
the stock transfer  books of the Company shall  prepare,  at least ten (10) days
before  every  meeting  of  shareholders,  a complete  list of the  shareholders
entitled to vote thereat arranged in alphabetical  order and showing the address
and the number of shares registered in the name of each  shareholder.  Such list
shall  be open to the  examination  of any  such  shareholder,  for any  purpose
germane to the meeting,  during ordinary business hours for a period of at least
ten (10) days prior to the meeting,  either at a place within the city where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting,  or, if not so specified,  at the place where the meeting is to be held
and at the registered office of the Company. The list shall also be produced and
kept at the time and place of the meeting during the whole time thereof, and may
be inspected by any  shareholder  who is present.  The original  stock  transfer
books shall be prima facie evidence as to who are the  shareholders  entitled to
examine such list or transfer  books or to vote at any meeting of  shareholders.
Failure to comply with the  requirements  of this  section  shall not affect the
validity of any action taken at said meeting.

         Section II.5.2. Votes Per Share. Unless otherwise provided by law or in
the articles of  incorporation,  each shareholder shall be entitled to one vote,
in person or by proxy,  on each matter  submitted  to a vote at a meeting of the
shareholders, for each share of capital stock held by such shareholder.

         Section  II.5.3.  Proxies.  Every  shareholder  entitled  to  vote at a
meeting or to express  consent or dissent  without a meeting or a  shareholder's
duly authorized  attorney-in-fact may authorize another person or persons to act
for him by proxy.  Each proxy shall be in writing,  executed by the  shareholder
group, the proxy or by his duly authorized attorney.  No proxy shall be voted on
or after  eleven  (11)  months from its date,  unless the proxy  provides  for a
longer period.  Each proxy shall be revocable unless expressly  provided therein
to be irrevocable and unless otherwise made irrevocable by law.

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         Section II.5.4. Required Vote. When a quorum is present at any meeting,
the vote of the holders of capital stock of the Company  representing a majority
of the votes of all capital  stock of the Company  entitled to vote  thereat and
present in person or  represented  by proxy shall  decide any  question  brought
before such meeting, unless the question is one upon which, by express provision
of law or the articles of  incorporation  or these Bylaws,  a different  vote is
required,  in which case such  express  provision  shall  govern and control the
decision of such question. "Broker non-votes" (as defined in this Section 2.5.4)
will be counted for the purpose of  determining  the presence of a quorum at any
meeting  but will be  treated as not  present  and not  entitled  to vote on any
applicable  matter.  For purposes of this Section 2.5.4,  "Broker non-votes" are
shares held by brokers or nominees as to which they have no discretionary  power
to vote on a  particular  matter  and have  received  no  instructions  from the
beneficial owners thereof or persons entitled to vote thereon.

         Section II.6. Consents in Lieu of Meeting. Any action required to be or
which  may be taken at any  meeting  of  shareholders  may be  taken  without  a
meeting,  without  prior  notice and  without a vote,  if a consent in  writing,
setting  forth the action so taken,  shall be signed by the holder or holders of
shares having not less than the minimum  number of votes that would be necessary
to take such action at a meeting at which the holders of all shares  entitled to
vote on the action were present and voted.  Such signed  consent  shall have the
same force and effect as a  unanimous  vote of  shareholders  and shall be filed
with the minutes of proceedings of the shareholders.

         Section II.7.  Notice of Shareholder Business and Nominations.

         Section II.7.1.  Annual Meetings of Shareholders.

                  (a)  Nominations  of persons for election to the Board and the
proposal of business to be considered by the  shareholders  at an annual meeting
of  shareholders  may be made (i) pursuant to the  Company's  notice of meeting,
(ii) by or at the  direction  of the  Board or (iii) by any  shareholder  of the
Company who was a shareholder of record at the time of giving of notice provided
for in this Section 2.7, who is entitled to vote at the meeting and who complied
with the notice procedures set forth in this Section 2.7.

                  (b) For  nominations or other business to be properly  brought
before an annual  meeting by a  shareholder  pursuant to clause (iii) of Section
2.7.1(A),  the  shareholder  must have given timely notice thereof in writing to
the Secretary of the Company and such other business must be a proper matter for
shareholder  action. To be timely, a shareholder's  notice shall be delivered to
the Secretary at the principal  executive  offices of the Company not later than
the close of business on the 90th day nor earlier  than the close of business on
the 120th day prior to the first  anniversary  of the  preceding  year's  annual
meeting;  provided,  however,  that in the  event  that the  date of the  annual
meeting is more than 30 days before or more than 60 days after such  anniversary
date,  notice by the  shareholder  to be timely must be so delivered not earlier
than the close of business on the 120th day prior to such annual meeting and not
later  than the  close of  business  on the  later of the 90th day prior to such
annual  meeting  or  the  10th  day  following  the  day  on  which  the  public
announcement  of the date of such  meeting is first made.  In no event shall the
public  announcement of the adjournment of an annual meeting commence a new time

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period  for the  giving of a  shareholder's  notice  as  described  above.  Such
shareholder's notice shall set forth: (i) as to each person whom the shareholder
proposes to nominate for election or reelection as a director,  all  information
relating to such person that is required to be  disclosed  in  solicitations  of
proxies  for  election of  directors  in an election  contest,  or is  otherwise
required  (including  such person's  written consent to being named in the proxy
statement  as a nominee and to serving as a director if  elected),  in each case
pursuant to Regulation 14a under the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act");  (ii) as to any  other  business  that  the  shareholder
proposes  to bring  before the  meeting,  a brief  description  of the  business
desired to be brought  before the  meeting,  the  reasons  for  conducting  such
business  at the  meeting and any  material  interest  in such  business of such
shareholder  and the beneficial  owner,  if any, on whose behalf the proposal is
made;  and (iii) as to the  shareholder  giving the  notice  and the  beneficial
owner,  if any, on whose behalf the  nomination or proposal is made (a) the name
and address of such shareholder and such beneficial owner, as they appear on the
Company's  books and  records,  and (b) the  class  and  number of shares of the
Company which are owned  beneficially and of record by such shareholder and such
beneficial owner.

                  Section II.7.2.  Special Meetings of  Shareholders.  Only such
business shall be conducted at a special  meeting of  shareholders as shall have
been brought  before the meeting  pursuant to a notice of meeting given pursuant
to Section 2.3.  Nominations of persons for election to the Board may be made at
a special meeting of shareholders at which directors are to be elected  pursuant
to the  Company's  notice of meeting (A) by or at the  direction of the Board or
(B) by any shareholder of the Company who is a shareholder of record at the time
of giving of notice  provided  for in this Section 2.7, who shall be entitled to
vote at the meeting and who  complies  with the notice  procedures  set forth in
this  Section  2.7.  In the  event  the  Company  calls  a  special  meeting  of
shareholders for the purpose of electing one or more directors to the Board, any
such  shareholder  may  nominate a person or persons  (as the case may be),  for
election to such position(s) as specified in the Company's notice of meeting, if
the shareholder's  notice required by Section 2.7.1(B) shall be delivered to the
Secretary at the principal  executive office of the Company not earlier than the
close of business on the 120th day prior to such  special  meeting and not later
than the close of  business  on the later of the 90th day prior to such  special
meeting or the 10th day  following the day on which the public  announcement  is
first made of the date of the special  meeting and of the  nominees  proposed by
the  Board  to be  elected  at  such  meeting.  In no  event  shall  the  public
announcement of an adjournment of a special  meeting  commence a new time period
for the giving of a shareholder's notice as described above.

           Section II.7.3.  General.

                  (a) Only such persons who are nominated in accordance with the
procedures set forth in this Section 2.7 shall be eligible to serve as directors
and only such business shall be conducted at a meeting of  shareholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this  Section  2.7.  Except as  otherwise  provided by law,  the  Articles of
Incorporation of the Company or these Bylaws,  the chairman of the meeting shall
have the  power  and duty to  determine  whether a  nomination  or any  business
proposed to be brought before the meeting was made, or proposed, as the case may
be, in accordance  with the procedures set forth in this Section 2.7 and, if any

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proposed  nomination or business is not in compliance with this Section 2.7, the
chairman of the meeting shall declare that such defective proposal or nomination
shall be disregarded.

                  (b) For purposes of this Section  2.7,  "public  announcement"
shall mean disclosure in a press release  reported by the Dow Jones New Service,
Associated Press or comparable  national news service or in a document  publicly
filed by the Company with the  Securities  and Exchange  Commission  pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

                  (c) Notwithstanding  the foregoing  provisions of this Section
2.7, a shareholder  shall also comply with all  applicable  requirements  of the
Exchange  Act and the rules  and  regulations  thereunder  with  respect  to the
matters  set forth in this  Section  2.7.  Nothing in this  Section 2.7 shall be
deemed  to affect  any  rights  of (i)  shareholders  to  request  inclusion  of
proposals  in the  Company's  proxy  statement  pursuant to Rule 14a-8 under the
Exchange  Act or (ii) the  holders  of any  series  of  preferred  shares of the
Company to elect directors under specified circumstances.


                                  ARTICLE III.
                                    DIRECTORS

         Section III.1.  Purpose.  The business and affairs of the Company shall
be managed by or under the  direction of the Board,  which may exercise all such
powers of the  Company and do all such lawful acts and things as are not by law,
the  articles  of  incorporation  or these  Bylaws  directed  or  required to be
exercised or done by the  shareholders.  Directors need not be  shareholders  or
residents of the State of Texas.

         Section III.2.  Number. The number of directors  constituting the Board
shall be fixed from time to time by  resolution  of the Board,  but shall not be
more than nine nor less than two.  Unless  otherwise  fixed by resolution of the
Board,  the number of  directors  shall be the number  stated in the articles of
incorporation.

         Section  III.3.  Election.  The  directors  shall be divided into three
classes as nearly equal in number as possible  and one class of directors  shall
be elected by  plurality  vote at each annual  meeting of  shareholders  to hold
office for a three-year  term.  Each director,  including a director  elected to
fill a vacancy,  shall hold office  until the  expiration  of the term for which
elected and until a successor has been elected and qualified. No decrease in the
number  of  directors  shall  have  the  effect  of  shortening  the term of any
incumbent director.

         Section III.4.  Vacancies and Newly-Created Directorships.

         Section III.4.1.  Vacancies.  Any vacancy occurring in the Board may be
filled in accordance with  subsection  3.4.3 or may be filled by the affirmative
vote of a majority of the remaining  directors  though less than a quorum of the
Board.  A director  elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office.

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         Section  III.4.2.  Newly-Created  Directorships.  A directorship  to be
filled by reason of an  increase  in the  number of  directors  may be filled in
accordance  with  subsection  3.4.3 or may be  filled by the Board for a term of
office  continuing  only until the next election of one or more directors by the
shareholders;  provided  that  the  Board  may  not  fill  more  than  two  such
directorships  during the period between any two successive  annual  meetings of
shareholders.

         Section III.4.3. Election by Shareholders. Any vacancy occurring in the
Board or any directorship to be filled by reason of an increase in the number of
directors  may be  filled  by  election  at an  annual  or  special  meeting  of
shareholders called for that purpose.

         Section  III.5.  Removal.  Unless  otherwise  restricted  by  law,  the
articles of incorporation or these Bylaws,  any director or the entire Board may
be  removed,  with or  without  cause,  by a majority  vote of the  shares  then
entitled to vote at an election of directors,  if notice of the intention to act
upon such matter shall have been given in the notice calling such meeting.

         Section  III.6.  Compensation.   Unless  otherwise  restricted  by  the
articles of incorporation or these Bylaws, the Board shall have the authority to
fix the  compensation  of directors.  The directors may be reimbursed  for their
expenses,  if any, of  attendance  at each  meeting of the Board and may be paid
either a fixed  sum for  attendance  at each  meeting  of the  Board or a stated
salary as director. No such payment shall preclude any director from serving the
Company in any other capacity and receiving  compensation  therefor.  Members of
committees of the Board may be allowed like compensation for attending committee
meetings.


                                   ARTICLE IV.
                                 BOARD MEETINGS

         Section  IV.1.  Annual  Meetings.  The  Board  shall  meet  as  soon as
practicable  after the adjournment of each annual  shareholders'  meeting at the
place  of such  shareholders'  meeting.  No  notice  to the  directors  shall be
necessary to legally convene this meeting, provided a quorum is present.

         Section IV.2. Regular Meetings. Regularly scheduled,  periodic meetings
of the Board may be held  without  notice at such times and places as shall from
time to time be determined by  resolution of the Board and  communicated  to all
directors.

         Section IV.3.  Special Meetings.  Special meetings of the Board (i) may
be called by the chairman of the board or president  and (ii) shall be called by
the  president or secretary on the written  request of two directors or the sole
director,  as the case may be. Notice of each special meeting of the Board shall
be given,  either  personally or as  hereinafter  provided,  to each director at
least (i) twenty-four  (24) hours before the meeting if such notice is delivered
personally or by means of telephone,  telegram,  telex or facsimile transmission
delivery;  (ii) two days  before the meeting if such  notice is  delivered  by a
recognized express delivery service;  and (iii) three days before the meeting if
such notice is delivered  through the United  States mail.  Any and all business
may be  transacted  at a special  meeting  which may be  transacted at a regular
meeting of the Board.  Except as may be otherwise expressly provided by law, the

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articles of incorporation or these Bylaws, neither the business to be transacted
at, nor the purpose of, any special  meeting  need be specified in the notice or
waiver of notice of such meeting.

         Section IV.4. Quorum,  Required Vote. A majority of the directors shall
constitute a quorum for the transaction of business at any meeting of the Board,
and the act of a majority of the directors present at any meeting at which there
is a  quorum  shall  be the  act  of  the  Board,  except  as  may be  otherwise
specifically  provided by law, the articles of incorporation or these Bylaws. If
a quorum  shall not be  present at any  meeting,  a  majority  of the  directors
present may adjourn the meeting  from time to time,  without  notice  other than
announcement at the meeting, until a quorum is present.

         Section IV.5. Consent In Lieu of Meeting.  Unless otherwise  restricted
by the  articles  of  incorporation  or these  Bylaws,  any action  required  or
permitted to be taken at any meeting of the Board or any  committee  thereof may
be taken without a meeting, if a consent in writing, setting forth the action so
taken,  is signed by all the members of the Board or committee,  as the case may
be. Such signed consent shall have the same force and effect as a unanimous vote
at a meeting and shall be filed with the minutes of  proceedings of the Board or
committee.


                                   ARTICLE V.
                             COMMITTEES OF DIRECTORS

         Section  V.1.  Establishment;  Standing  Committees.  The  Board may by
resolution establish, name or dissolve one or more committees, each committee to
consist of one or more of the  directors.  Each  committee  shall  keep  regular
minutes of its meetings and report the same to the Board when required.

                  Section V.1.1. Finance Committee. The Finance Committee shall,
from time to time,  meet to review  the  Company's  consolidated  operating  and
financial affairs, both with respect to the Company and all of its subsidiaries,
and to report its findings and  recommendations  to the Board for final  action.
The Finance Committee shall not be empowered to approve any corporate action, of
whatever kind or nature, and the  recommendations of the Finance Committee shall
not be binding on the Board,  except when, pursuant to the provisions of Section
5.2 of these Bylaws,  such power and authority have been specifically  delegated
to such committee by the Board of resolution.  In addition to the foregoing, the
specific  duties of the Finance  Committee  shall be  determined by the Board by
resolution.

                  Section V.1.2.  Audit  Committee.  The Audit Committee  shall,
from time to time,  but no less than two  times  per  year,  meet to review  and
monitor the  financial  and cost  accounting  practices  and  procedures  of the
Company,  and to report its findings and  recommendations to the Board for final
action.  The Audit  Committee  shall not be empowered  to approve any  corporate
action,  of  whatever  kind or  nature,  and the  recommendations  of the  Audit
Committee  shall not be binding  on the  Board,  except  when,  pursuant  to the
provisions  of Section 5.2 of these Bylaws,  such power and authority  have been
specifically delegated to such committee by the Board by resolution. In addition
to the foregoing, the specific duties of the Audit Committee shall be determined
by the Board by resolution.

                                       7
<PAGE>

                  Section  V.1.3.   Compensation  Committee.   The  Compensation
Committee  shall,  from time to time,  meet to review the  various  compensation
plans,  policies and  practices  of the Company,  and to report its findings and
recommendations to the Board for final action. The Compensation  Committee shall
not be empowered to approve any  corporate  action,  of whatever kind or nature,
and the  recommendations  of the Compensation  Committee shall not be binding on
the Board,  except  when,  pursuant  to the  provisions  of Section 5.2 of these
Bylaws,  such  power and  authority  have been  specifically  delegated  to such
committee by the Board by resolution. In addition to the foregoing, the specific
duties  of the  Compensation  Committee  shall  be  determined  by the  Board by
resolution.

                  Section  V.2.  Available  Powers.  Any  committee  established
pursuant to Section 5.1 of these Bylaws,  including the Finance  Committee,  the
Audit Committee and the Compensation Committee,  but only to the extent provided
in  the  resolution  of the  Board  establishing  such  committee  or  otherwise
delegating specific power and authority to such committee and as limited by law,
the articles of incorporation and these Bylaws,  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 seal of the Company to be affixed
to all papers which may require it.

                  Section V.3. Alternate Members. The Board may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of such committee.

                  Section V.4.  Procedures.  Time, place and notice,  if any, of
meetings of a committee shall be determined by the members of such committee. At
meetings of a committee,  a majority of the number of members  designated by the
Board shall  constitute a quorum for the  transaction of business.  The act of a
majority  of the  members  present  at any  meeting at which a quorum is present
shall be the act of the committee,  except as otherwise specifically provided by
law, the articles of incorporation  or these Bylaws.  If a quorum is not present
at a meeting of a  committee,  the members  present may adjourn the meeting from
time to time, without notice other than an announcement at the meeting,  until a
quorum is present.


                                   ARTICLE VI.
                                    OFFICERS

                  Section  VI.1.  Elected  Officers.  The  Board  shall  elect a
president and a secretary  (collectively,  the "Required  Officers")  having the
respective  duties enumerated below and may elect such other officers having the
titles  and duties  set forth  below  which are not  reserved  for the  Required
Officers  or such other  titles and duties as the Board may by  resolution  from
time to time establish:

                  Section  VI.1.1.  Chairman of the Board.  The  chairman of the
board,  or in his  absence,  the  president,  shall  preside when present at all
meetings  of the  shareholders  and the Board.  The  chairman of the board shall
advise and counsel the  president  and other  officers and shall  exercise  such

                                       8
<PAGE>

powers and  perform  such duties as shall be assigned to or required of him from
time to time by the Board or these Bylaws. The chairman of the board may execute
bonds,  mortgages  and other  contracts  requiring  a seal under the seal of the
Company,  except where  required by law to be otherwise  signed and executed and
except where the signing and execution  thereof shall be expressly  delegated by
the Board to some other  officer or agent of the  Company.  The  chairman of the
board may delegate all or any of his powers or duties to the  president,  if and
to  the  extent  deemed  by  the  chairman  of  the  board  to be  desirable  or
appropriate.

         Section VI.1.2.  President.  The president shall be the chief executive
officer of the Company, shall have general and active management of the business
and affairs of the Company and shall see that all orders and  resolutions of the
Board are carried into effect. In the absence of the chairman of the board or in
the event of his  inability or refusal to act, the  president  shall perform the
duties and exercise the powers of the chairman of the board.

            Section VI.1.3. Vice Presidents.  In the absence of the president or
in the event of his  inability or refusal to act, the vice  president (or in the
event there be more than one vice  president,  the vice  presidents in the order
designated by the Board, or in the absence of any designation, then in the order
of their election or appointment) shall perform the duties of the president, and
when  so  acting,  shall  have  all  the  powers  of and be  subject  to all the
restrictions  upon the president.  The vice presidents  shall perform such other
duties and have such other powers as the Board may from time to time prescribe.

         Section VI.1.4.  Secretary.  The secretary shall attend all meetings of
the shareholders,  the Board and (as required) committees of the Board and shall
record all the  proceedings of such meetings in minute books to be kept for that
purpose.  He shall  give,  or cause to be given,  notice of all  meetings of the
shareholders  and  special  meetings of the Board and shall  perform  such other
duties as may be prescribed by the Board or the president. He shall have custody
of the corporate  seal of the Company and he, or an assistant  secretary,  shall
have  authority to affix the same to any  instrument  requiring  it, and when so
affixed,  it may be  attested  by his  signature  or by the  signature  of  such
assistant  secretary.  The Board may give general authority to any other officer
to affix the seal of the  Company  and to attest  the  affixing  thereof  by his
signature.

         Section VI.1.5.  Assistant Secretaries.  The assistant secretary, or if
there be more than one, the assistant secretaries in the order determined by the
Board (or if there be no such determination, then in the order of their election
or  appointment)  shall,  in the absence of the secretary or in the event of his
inability  or refusal to act,  perform the duties and exercise the powers of the
secretary  and shall perform such other duties and have such other powers as the
Board may from time to time prescribe.

         Section  VI.1.6.  Treasurer.  Unless the Board by resolution  otherwise
provides,  the treasurer shall be the chief accounting and financial  officer of
the Company.  The Treasurer  shall have the custody of the  corporate  funds and
securities,  shall keep full and accurate accounts of receipts and disbursements
in books  belonging  to the  Company  and shall  deposit  all  moneys  and other
valuable  effects  in the  name  and to  the  credit  of  the  Company  in  such
depositories  as may be designated by the Board.  He shall disburse the funds of
the  Company as may be ordered by the Board,  taking  proper  vouchers  for such

                                       9
<PAGE>

disbursements,  and shall render to the president and the Board,  at its regular
meetings,  or when the Board so requires,  an account of all his transactions as
treasurer and of the financial condition of the Company.

         Section VI.1.7.  Assistant Treasurers.  The assistant treasurer,  or if
there shall be more than one, the assistant  treasurers in the order  determined
by the Board (or if there be no such  determination,  then in the order of their
election or appointment)  shall, in the absence of the treasurer or in the event
of his  inability or refusal to act,  perform the duties and exercise the powers
of the  treasurer and shall perform such other duties and have such other powers
as the Board may from time to time prescribe.

         Section VI.1.8.  Divisional Officers.  Each division of the Company, if
any, may have a president,  secretary,  treasurer or controller  and one or more
vice presidents, assistant secretaries, assistant treasurers and other assistant
officers.  Any  number  of such  offices  may be held by the same  person.  Such
divisional officers will be appointed by, report to and serve at the pleasure of
the Board and such other  officers  that the Board may place in  authority  over
them.  The officers of each division  shall have such  authority with respect to
the business and affairs of that division as may be granted from time to time by
the Board,  and in the  regular  course of business  of such  division  may sign
contracts and other  documents in the name of the division  where so authorized;
provided  that in no case and under no  circumstances  shall an  officer  of one
division  have  authority  to bind any other  division of the Company  except as
necessary  in the pursuit of the normal and usual  business  of the  division of
which he is an officer.

                  Section VI.2. Election. All elected officers shall serve until
their  successors  are duly elected and qualified or until their earlier  death,
disqualification, retirement, resignation or removal from office.

                  Section VI.3.  Appointed Officers.  The Board may also appoint
or delegate the power to appoint  such other  officers,  assistant  officers and
agents,  and may also remove such  officers  and agents or delegate the power to
remove same,  as it shall from time to time deem  necessary,  and the titles and
duties of such appointed officers may be as described in Section 6.1 for elected
officers;  provided that the officers and any officer possessing  authority over
or responsibility for any functions of the Board shall be elected officers.

                  Section VI.4. Multiple Officeholders, Shareholder and Director
Officers.  Any  number of  offices  may be held by the same  person,  unless the
articles of incorporation or these Bylaws otherwise  provide.  Officers need not
be  shareholders  or  residents  of the  State of Texas.  Officers,  such as the
chairman  of the board,  possessing  authority  over or  responsibility  for any
function of the Board must be directors.

                  Section VI.5.  Compensation,  Vacancies.  The  compensation of
elected  officers  shall be set by the  Board.  The  Board  shall  also fill any
vacancy in an elected office.  The  compensation  of appointed  officers and the
filling of vacancies  in appointed  offices may be delegated by the Board to the
same  extent as  permitted  by these  Bylaws  for the  initial  filling  of such
offices.

                  Section VI.6. Additional Powers and Duties. In addition to the
foregoing  especially  enumerated  powers and duties,  the  several  elected and
appointed  officers of the Company  shall perform such other duties and exercise


                                       10
<PAGE>

such further powers as may be provided by law, the articles of  incorporation or
these  Bylaws  or as the  Board  may from  time to time  determine  or as may be
assigned to them by any competent committee or superior officer.

                  Section  VI.7.  Removal.  Any  officer or agent or member of a
committee elected or appointed by the Board may be removed by the Board whenever
in its judgment the best  interest of the Company  will be served  thereby,  but
such removal shall be without  prejudice to the contract rights,  if any, of the
person so removed. Election or appointment of an officer or agent or member of a
committee shall not of itself create contract rights.


                                  ARTICLE VII.
                               SHARE CERTIFICATES

                  Section VII.1.  Entitlement to  Certificates.  Every holder of
the  capital  stock  of the  Company,  unless  and to the  extent  the  Board by
resolution  provides  that  any or all  classes  or  series  of  stock  shall be
uncertificated,  shall be  entitled  to have a  certificate,  in such form as is
approved by the Board and conforms with applicable law, certifying the number of
shares owned by him. Each certificate  representing  shares shall state upon the
face thereof:

                  (1) that the  corporation  is organized  under the laws of the
State of Texas;

                  (2) the name of the person to whom issued;

                  (3) the number and class of shares and the  designation of the
series, if any, which such certificate represents; and

                  (4)  the  par  value  of  each  share   represented   by  such
certificate, or a statement that the shares are without par value.

                  Section VII.2.  Multiple Classes of Stock;  Preemptive Rights.
In the event the Company  shall be  authorized  to issue shares of more than one
class,  each  certificate  representing  shares  issued by the Company (1) shall
conspicuously  set forth on the face or back of the certificate a full statement
of (a) all of the designations,  preferences, limitations and relative rights of
the shares of each class  authorized  to be issued  and,  (b) if the  Company is
authorized  to issue  shares of any  preferred or special  class in series,  the
variations  in the relative  rights and  preferences  of the shares of each such
series to the extent they have been fixed and  determined  and the  authority of
the Board to fix and determine the relative rights and preferences of subsequent
series; or (2) shall  conspicuously state on the face or back of the certificate
that (a) such a statement is set forth in the articles of  incorporation on file
in the  office  of the  Secretary  of  State of the  State of Texas  and (b) the
Company  will  furnish  a copy of such  statement  to the  record  holder of the
certificate  without  charge on written  request to the Company at its principal
place of  business  or  registered  office.  In the event the Company has by its
articles of incorporation limited or denied the preemptive right of shareholders
to  acquire  unissued  or  treasury  shares  of the  Company,  each  certificate
representing  shares issued by the Company (1) shall  conspicuously set forth on
the face or back of the certificate a full statement of the limitation or denial


                                       11
<PAGE>

of preemptive  rights contained in the articles of  incorporation,  or (2) shall
conspicuously  state  on the  face or back of the  certificate  that  (a) such a
statement is set forth in the articles of incorporation on file in the office of
the  Secretary of State of the State of Texas and (b) the Company will furnish a
copy of such statement to the record holder of the certificate without charge on
request to the Company at its principal place of business or registered office.

                  Section  VII.3.  Signatures.   Each  certificate  representing
capital stock of the Company shall be signed by or in the name of the Company by
(1) the chairman of the board,  the president or a vice  president;  and (2) the
treasurer,  an assistant  treasurer,  the secretary or an assistant secretary of
the Company. The signatures of the officers of the Company may be facsimiles. In
case any officer  who has signed or whose  facsimile  signature  has been placed
upon a certificate shall have ceased to hold such office before such certificate
is issued,  it may be issued by the  Company  with the same effect as if he held
such office on the date of issue.

                  Section VII.4. Issuance and Payment.  Subject to any provision
of the  Constitution  of the  State of  Texas to the  contrary,  the  Board  may
authorize  shares to be issued for  consideration  consisting of any tangible or
intangible benefit to the Company,  including,  cash, promissory notes, services
performed,  contracts for services to be performed,  or other  securities of the
Company.  Shares may not be issued  until the full amount of the  consideration,
fixed as provided by law, has been paid. When such consideration shall have been
paid to the Company or to a corporation of which all the  outstanding  shares of
each class are owned by the  Company,  the  shares  shall be deemed to have been
issued and the subscriber or shareholder entitled to receive such issue shall be
a  shareholder  with respect to such shares,  and the shares shall be considered
fully paid and non-assessable.  In the absence of fraud in the transaction,  the
judgment of the Board or the  shareholders,  as the case may be, as to the value
of the consideration received for shares shall be conclusive.

                  Section VII.5. Lost  Certificates.  The Board may direct a new
certificate  or  certificates  to be  issued  in  place  of any  certificate  or
certificates theretofore issued by the Company alleged to have been lost, stolen
or destroyed upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such
issue of a new certificate or certificates, the Board may, in its discretion and
as a condition  precedent  to the  issuance  thereof,  require the owner of such
lost,   stolen  or  destroyed   certificate  or   certificates,   or  his  legal
representative,  to advertise the same in such manner as it shall require and/or
to give the Company a bond in such sum as it may direct as indemnity against any
claim that may be made  against  the  Company  with  respect to the  certificate
alleged to have been lost, stolen or destroyed.

                  Section  VII.6.  Transfer  of  Stock.  Upon  surrender  to the
Company or its transfer agent, if any, of a certificate for shares duly endorsed
or  accompanied by proper  evidence of  succession,  assignation or authority to
transfer  and of the  payment of all taxes  applicable  to the  transfer of said
shares,  the Company shall be obligated to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books; provided, however, that the Company shall not be so obligated unless such
transfer was made in compliance  with  applicable  state and federal  securities
laws.



                                       12
<PAGE>

                  Section VII.7. Registered  Shareholders.  The Company shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends,  vote and be held liable for calls and
assessments  and shall not be bound to recognize any equitable or other claim to
or  interest  in such share or shares on the part of any person  other than such
registered owner,  whether or not it shall have express or other notice thereof,
except as otherwise provided by law.


                                  ARTICLE VIII.
                                 INDEMNIFICATION

                  Section  VIII.1.  Definitions.  For  purposes of this  Article
VIII:

                  (1) "Corporation" includes any domestic or foreign predecessor
entity of the Company in a merger, consolidation,  or other transaction in which
the  liabilities of the  predecessor are transferred to the Company by operation
of law and in any other transaction in which the Company assumes the liabilities
of the predecessor but does not  specifically  exclude  liabilities that are the
subject matter of this article;

                  (2)  "Director"  means any person who is or was a director  of
the  Company  and any person who,  while a director  of the  Company,  is or was
serving at the request of the Company as a director, officer, partner, venturer,
proprietor,  trustee, employee, agent, or similar functionary of another foreign
or domestic corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise;

                  (3)     "Expenses" include court costs and attorneys' fees;

                  (4)     "Official capacity" means

                  (i) when  used  with  respect  to a  Director,  the  office of
Director in the Company,  but 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;

                  (ii) when used with respect to a person other than a Director,
the  elective or  appointive  office in the  Company  held by the officer or the
employment or agency relationship  undertaken by the employee or agent on behalf
of the Company,  but does not include  service for any other foreign or domestic
corporation or any  partnership,  joint  venture,  sole  proprietorship,  trust,
employee benefit plan, other enterprise; and

                  (5) "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.

       Section VIII.2. Mandatory Indemnification.  The Company shall indemnify a
person who was, is, or is threatened to be made a named  defendant or respondent


                                       13
<PAGE>

in a proceeding because the person is or was a Director only if it is determined
in accordance with Section 8.6 of this Article VIII that the person:

         (1)  conducted himself in good faith;

         (2)  reasonably believed:

                  (i) in the  case of  conduct  in his  official  capacity  as a
Director of the Company,  that his conduct was in the Company's best  interests;
and

                  (ii) in all other  cases,  that his  conduct  was at least not
opposed to the Company's best interests; and

         (3) in the case of any criminal proceeding,  had no reasonable cause to
believe his conduct was unlawful.

         Section  VIII.3.  Prohibited  Indemnification.  Except  to  the  extent
permitted by Section 8.5 of this Article VIII, a Director may not be indemnified
under Section 8.2 of this Article VIII in respect of a proceeding:

         (1) in which the  person is found  liable  on the basis  that  personal
benefit was improperly received by him, whether or not the benefit resulted from
an action taken in the person's official capacity; or

         (2)  in which the person is found liable to the Company.

         Section  VIII.4.  Termination  of  Proceedings.  The  termination  of a
proceeding by judgment,  order, settlement,  or conviction, or on a plea of nolo
contendere or its equivalent is not of itself  determinative that the person did
not meet the  requirements  set forth in Section  8.2 of this  Article  VIII.  A
person shall be deemed to have been found liable in respect of any claim,  issue
or matter  only  after the  person  shall  have been so  adjudged  by a court of
competent jurisdiction after exhaustion of all appeals therefrom.

         Section VIII.5.  Judgments,  Expenses, etc. A person may be indemnified
under Section 8.2 of this Article VIII against judgments,  penalties  (including
excise and similar taxes), fines, settlements,  and reasonable expenses actually
incurred by the person in connection with the  proceeding;  but if the person is
found  liable to the  Company  or is found  liable on the  basis  that  personal
benefit  was  improperly  received  by the person,  the  indemnification  (1) is
limited to  reasonable  expenses  actually  incurred by the person in connection
with the  proceeding  and (2) shall not be made in respect of any  proceeding in
which the  person  shall  have been found  liable  for  willful  or  intentional
misconduct in the performance of his duty to the Company.

         Section VIII.6.  Determination of  Indemnification.  A determination of
indemnification under Section 8.2 of this Article VIII must be made:

         (1) a majority vote of a quorum consisting of directors who at the time
of the vote are not named defendants or respondents in the proceeding;

                                       14
<PAGE>

         (2) if such a  quorum  cannot  be  obtained,  by a  majority  vote of a
committee of the Board,  designated  to act in the matter by a majority  vote of
all directors, consisting solely of two or more directors who at the time of the
vote are not named defendants or respondents in the proceeding;

         (3) by  special  legal  counsel  selected  by the Board or a  committee
thereof by vote as set forth in  subsection  (1) or (2) of this Section 8.6, or,
if such a quorum cannot be obtained and such a committee  cannot be established,
by a majority vote of all Directors; or

         (4) by the  shareholders  of the  Company in a vote that  excludes  the
shares  held by  Directors  who  are  named  defendants  or  respondents  in the
proceeding.

         Section   VIII.7.   Determination   of   Reasonableness   of  Expenses.
Determination as to  reasonableness  of expenses must 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 by subsection  (3) of Section 8.6 of this Article VIII for the
selection of special legal counsel.

         Section  VIII.8.   Indemnification  Against  Reasonable  Expenses.  The
Company shall indemnify a Director against  reasonable  expenses incurred by him
in connection  with a proceeding in which he is a named  defendant or respondent
because he is or was a Director if he has been wholly successful,  on the merits
or otherwise, in the defense of the proceeding.

         Section VIII.9. Payments in Advance of Disposition. Reasonable expenses
incurred  by a  Director  who  was,  is,  or is  threatened  to be  made a named
defendant or  respondent  in a  proceeding  shall be paid or  reimbursed  by the
Company,  in advance of the final  disposition of the proceeding and without any
of the  determinations  specified in Sections 8.6 and 8.7 of this Article  VIII,
after the Company  receives a written  affirmation  by the  Director of his good
faith   belief  that  he  has  met  the  standard  of  conduct   necessary   for
indemnification  under  this  Article  VIII and a written  undertaking  by or on
behalf  of the  Director  to  repay  the  amount  paid  or  reimbursed  if it is
ultimately determined that he has not met those requirements.

         Section VIII.10. Written Undertaking.  The written undertaking required
by Section 8.9 of this Article VIII must be an unlimited  general  obligation of
the Director but need not be secured.  It may be accepted  without  reference to
financial ability to make repayment.

         Section  VIII.11.  Consistency  with  Articles  of  Incorporation.  Any
provision for the Company to indemnify or to advance  expenses to a Director who
was,  is, or is  threatened  to be made a named  defendant  or  respondent  in a
proceeding, whether contained in the articles of incorporation,  these Bylaws, a
resolution of shareholders or Directors, an agreement,  or otherwise,  except in
accordance  with Section 8.16 of this Article  VIII, is valid only to the extent
it is  consistent  with  this  Article  VIII  as  limited  by  the  articles  of
incorporation, if such a limitation exists.

                                       15
<PAGE>

         Section VIII.12. Other Expenses. Notwithstanding any other provision of
this  Article  VIII,  the Company may pay or  reimburse  expenses  incurred by a
Director in connection  with his appearance as a witness or other  participation
in a proceeding at a time when he is not a named  defendant or respondent in the
proceeding.

         Section VIII.13.  Officers,  Employees and Agents. An officer, employee
or agent  of the  Company  shall  be  indemnified  as,  and to the same  extent,
provided by Section 8.8 of this  Article  VIII for a Director and is entitled to
seek  indemnification  under such section to the same extent as a Director.  The
Company  shall  advance  expenses to an officer  and may advance  expenses to an
employee  or  agent of the  Company  to the same  extent  that it shall  advance
expenses to Directors under this Article VIII.

         Section  VIII.14.  Other  Capacities.  A corporation  may indemnify and
advance  expenses to persons  who are not or were not  officers,  employees,  or
agents of the Company, but who are or were serving at the request of the Company
as a director, officer, partner, venturer, proprietor, trustee, employee, agent,
or similar functionary of another foreign or domestic corporation,  partnership,
joint  venture,  sole  proprietorship,  trust,  employee  benefit  plan or other
enterprise to the same extent that it shall  indemnify  and advance  expenses to
Directors under this Article VIII.

         Section VIII.15. Further Indemnification. The Company may indemnify and
advance expenses to an officer, employee, agent, or person identified in Section
8.14 of this  Article  VIII and who is not a Director  to such  further  extent,
consistent with law, as may be provided by the articles of incorporation,  these
Bylaws,  general or specific action of the Board, or contract or as permitted or
required by common law.

         Section  VIII.16.  Insurance.  The Company may  purchase  and  maintain
insurance  or  another  arrangement  on  behalf  of any  person  who is or was a
Director, officer, employee, or agent of the Company or who is or was serving at
the  request  of  the  Company  as  a  director,   officer,  partner,  venturer,
proprietor,  trustee, employee, agent, or similar functionary of another foreign
or domestic corporation, partnership, joint venture, sole proprietorship, trust,
employee  benefit plan,  or other  enterprise,  against any  liability  asserted
against him and  incurred by him in such a capacity or arising out of his status
as such a person,  whether or not the Company  would have the power to indemnify
him against that  liability  under this Article  VIII. If the insurance or other
arrangement  is with a person or entity  that is not  regularly  engaged  in the
business of providing  insurance  coverage,  the  insurance or  arrangement  may
provide for payment of a liability  with respect to which the Company  would not
have the power to  indemnify  the  person  only if  including  coverage  for the
additional  liability  has been  approved by the  shareholders  of the  Company.
Without  limiting  the power of the Company to procure or  maintain  any kind of
insurance  or other  arrangement,  the Company  may,  for the benefit of persons
indemnified  by the Company,  (1) create a trust fund; (2) establish any form of
self-insurance;  (3)  secure  its  indemnity  obligation  by grant of a security
interest or other lien on the assets of the Company;  or (4)  establish a letter
of credit,  guaranty, or surety arrangement.  The insurance or other arrangement
may be  procured,  maintained,  or  established  within the  Company or with any
insurer or other person deemed  appropriate  by the Board  regardless of whether
all or part of the stock or other  securities of the insurer or other person are
owned in whole or part by the Company.  In the absence of fraud, the judgment of


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<PAGE>

the Board as to the terms and  conditions of the insurance or other  arrangement
and the identity of the insurer or other person  participating in an arrangement
shall be conclusive and the insurance or  arrangement  shall not be voidable and
shall not subject the  Directors  approving  the  insurance  or  arrangement  to
liability,  on any ground,  regardless of whether Directors participating in the
approval are beneficiaries of the insurance or arrangement.

         Section VIII.17.  Report To  Shareholders.  Any  indemnification  of or
advance of expenses to a Director in accordance  with this Article VIII shall be
reported in writing to the  shareholders  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  pursuant to Section A,
Article 9.10, of the Texas Business Corporation Act and, in any case, within the
12-month  period  immediately  following  the  date  of the  indemnification  or
advance.

         Section  VIII.18.  Employee Benefit Plans. For purposes of this Article
VIII, the Company is deemed to have requested a Director to serve in capacity in
connection with an employee  benefit plan whenever the performance by him of his
duties to the Company also imposes duties on or otherwise  involves  services by
him to the plan or  participants  or  beneficiaries  of the plan.  Excise  taxes
assessed on a Director  with  respect to an employee  benefit  plan  pursuant to
applicable law are deemed fines.  Action taken or omitted by him with respect to
an  employee  benefit  plan  in the  performance  of his  duties  for a  purpose
reasonably  believed  by him  to be in the  interest  of  the  participants  and
beneficiaries  of the plan is deemed to be for a purpose which is not opposed to
the best interests of the Company.

         Section VIII.19. Change in Governing Law. In the event of any amendment
or  addition  to Article  2.02-1 of the Texas  Business  Corporation  Act or the
addition  of any other  section to such law which  shall  limit  indemnification
rights  thereunder,  the Company  shall,  to the extent  permitted  by the Texas
Business  Corporation  Act,  indemnify  to  the  fullest  extent  authorized  or
permitted  hereunder,  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 (including 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, partner,  venturer,  proprietor,
trustee,  employee, agent, or similar functionary of another foreign or domestic
corporation,  partnership,  joint venture, sole proprietorship,  trust, employee
benefit plan or other enterprise,  against all judgments,  penalties  (including
excise and similar taxes), fines, settlements and reasonable expenses (including
attorneys'  fees and court  costs)  actually and  reasonably  incurred by him in
connection with such action, suit or proceeding.

                                   ARTICLE IX.
                 INTERESTED DIRECTORS, OFFICERS AND SHAREHOLDERS

         Section  IX.1.   Validity;   Disclosure;   Approval.   No  contract  or
transaction between the Company and one or more of its directors or officers, or
between the  Company and any other  corporation,  partnership,  association,  or
other  organization  in  which  one or more of its  directors  or  officers  are
directors  or officers or have a financial  interest,  shall be void or voidable
solely for this reason,  solely because the director or officer is present at or


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<PAGE>

participates in the meeting of the Board or committee  thereof which  authorizes
the contract or  transaction,  or solely  because his or their votes are counted
for such purpose, if:

                  (1) the material facts as to his  relationship or interest and
as to the contract or transaction are disclosed or are known to the Board or the
committee,  and the Board or committee in good faith  authorizes the contract or
transaction  by  the  affirmative  vote  of  a  majority  of  the  disinterested
directors, even though the disinterested directors be less than a quorum; or

                  (2) the material facts as to his  relationship or interest and
as to the contract or transaction are disclosed or are known to the shareholders
entitled to vote  thereon,  and the  contract  or  transaction  is  specifically
approved in good faith by vote of the shareholders; or

                  (3) the contract or  transaction  is fair as to the Company as
of the time it is  authorized,  approved,  or ratified by the Board, a committee
thereof, or the shareholders.

         Section IX.2. Quorum.  Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board or by a committee
which authorizes the contract or transaction.

         Section IX.3.  Nonexclusive.  This Article IX shall not be construed to
invalidate  any contract or  transaction  which would be valid in the absence of
this Article IX.

                                   ARTICLE X.
                                  MISCELLANEOUS

         Section  X.1.  Place  of  Meetings.  All  shareholders,  directors  and
committee meetings shall be held at such place or places,  within or without the
State of Texas,  as shall be  designated  from time to time by the Board or such
committee and stated in the notices thereof.  If no such place is so designated,
said meetings shall be held at the principal business office of the Company.

         Section X.2.  Fixing Record Dates.

                  (a) In order that the Company may determine  the  shareholders
entitled  to  notice  of or to  vote  at  any  meeting  of  shareholders  or any
adjournment thereof, to receive payment of any dividend or other distribution or
allotment  of any  rights,  to  exercise  any rights in  respect of any  change,
conversion or exchange of stock or to effect any other lawful action, or to make
a  determination  of  shareholders  for any other  proper  purpose  (other  than
determining  shareholders entitled to consent to action by shareholders proposed
to be taken without a meeting of shareholders), the Board may fix, in advance, a
record date for any such determination of shareholders,  which shall not be more
than  sixty  (60) nor less  than ten (10)  days  prior to the date on which  the
particular  action requiring such  determination of shareholders is to be taken.
In the absence of any action by the Board, the date on which a notice of meeting
is given,  or the date the Board adopts the  resolution  declaring a dividend or
other distribution or allotment or approving any change, conversion or exchange,
as the case may be, shall be the record  date.  A record date validly  fixed for


                                       18
<PAGE>

any meeting of shareholders and the  determination  of shareholders  entitled to
vote at such meeting shall be valid for any  adjournment  of said meeting except
where such  determination  has been made  through the closing of stock  transfer
books and the stated period of closing has expired.

                  (b) In order that the Company may determine  the  stockholders
entitled to consent to corporate action in writing without a meeting,  the Board
may fix a record  date,  which record date shall not precede the date upon which
the  resolution  fixing the record date is adopted by the Board,  and which date
shall not be more than ten (10) days  after the date upon  which the  resolution
fixing the record date is adopted by the Board. If no record date has been fixed
by the Board, the record date for determining  stockholders  entitled to consent
to corporate  action in writing  without a meeting,  when no prior action by the
Board is otherwise  required,  shall be the first date on which a signed written
consent  setting  forth the action taken or proposed to be taken is delivered to
the  Company by  delivery to its  registered  office in the State of Texas,  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. If no record date has
been fixed by the Board and prior  action by the Board is  required,  the record
date for  determining  stockholders  entitled to consent to corporate  action in
writing  without a meeting shall be at the close of business on the day on which
the Board adopts the resolution taking such prior action.

         Section  X.3.  Waiver of Notice.  Whenever any notice is required to be
given under law, the articles of incorporation or these Bylaws, a written waiver
of such notice, signed before or after the date of such meeting by the person or
persons  entitled to said notice,  shall be deemed  equivalent  to such required
notice. All such waivers shall be filed with the corporate  records.  Attendance
at a meeting shall constitute a waiver of notice of such meeting, except where a
person  attends for the express  purpose of objecting to the  transaction of any
business on the ground that the meeting is not lawfully called or convened.

         Section X.4. Attendance via Communications Equipment.  Unless otherwise
restricted by law, the articles of incorporation or these Bylaws, members of the
Board,  members of any committee  thereof or the shareholders may hold a meeting
by means of conference telephone or other  communications  equipment by means of
which all persons participating in the meeting can effectively  communicate with
each other. Such participation in a meeting shall constitute  presence in person
at the  meeting,  except  where a person  participates  in the  meeting  for the
express  purpose of objecting to the  transaction  of any business on the ground
that the meeting is not lawfully called or convened.

         Section X.5. Dividends.  Dividends on the capital stock of the Company,
paid in  cash,  property,  or  securities  of the  Company,  or any  combination
thereof,  and as may be limited by applicable law and  applicable  provisions of
the  articles  of  incorporation  (if any),  may be declared by the Board at any
regular or special meeting.

         Section X.6. Reserves. Before payment of any dividend, there may be set
aside out of any funds of the Company  available for dividends  such sum or sums
as the Board from time to time, in its absolute  discretion,  thinks proper as a
reserve  or  reserves  to meet  contingencies,  for  equalizing  dividends,  for


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<PAGE>

repairing or maintaining any property of the Company,  or for such other purpose
as the Board shall determine to be in the best interest of the Company;  and the
Board may  modify or  abolish  any such  reserve  in the  manner in which it was
created.

         Section X.7. Reports to  Shareholders.  The Board shall present at each
annual meeting of shareholders,  and at any special meeting of shareholders when
called  for by  vote  of the  shareholders,  a  statement  of the  business  and
condition of the Company.

         Section X.8. Contracts and Negotiable Instruments.  Except as otherwise
provided by law or these Bylaws,  any contract or other  instrument  relative to
the  business of the Company may be executed  and  delivered  in the name of the
Company and on its behalf by the  chairman of the board,  the  president  or any
vice  president;  and the Board may  authorize any other officer or agent of the
Company to enter into any  contract or execute  and deliver any  contract in the
name and on behalf of the Company, and such authority may be general or confined
to  specific  instances  as the Board may by  resolution  determine.  All bills,
notes,  checks or other  instruments for the payment of money shall be signed or
countersigned by such officer,  officers,  agent or agents and in such manner as
are permitted by these Bylaws and/or as, from time to time, may be prescribed by
resolution (whether general or special) of the Board. Unless authorized so to do
by these Bylaws or by the Board,  no officer,  agent or employee  shall have any
power or  authority  to bind the Company by any  contract or  engagement,  or to
pledge its credit, or to render it liable  pecuniarily for any purpose or to any
amount.

         Section X.9. Fiscal Year. The fiscal year of the Company shall be fixed
by resolution of the Board.

         Section  X.10.  Seal.  The seal of the Company shall be in such form as
shall from time to time be adopted by the Board. The seal may be used by causing
it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

         Section  X.11.  Books and Records.  The Company  shall keep correct and
complete books and records of account and shall keep minutes of the  proceedings
of its  shareholders,  Board and  committees  and shall  keep at its  registered
office or principal place of business, or at the office of its transfer agent or
registrar,  a record of its shareholders,  giving the names and addresses of all
shareholders and the number and class of the shares held by each.

         Section X.12. Resignation.  Any director,  committee member, officer or
agent may resign by giving  written  notice to the  chairman  of the board,  the
president  or the  secretary.  The  resignation  shall  take  effect at the time
specified  therein,  or  immediately if no time is specified.  Unless  otherwise
specified therein,  the acceptance of such resignation shall not be necessary to
make it effective.

         Section X.13. Surety Bonds. Such officers and agents of the Company (if
any) as the chairman of the board,  the president or the Board may direct,  from
time to time,  shall be bonded for the faithful  performance of their duties and
for  the  restoration  to the  Company,  in case of  their  death,  resignation,
retirement,  disqualification  or removal  from  office,  of all books,  papers,


                                       20
<PAGE>

vouchers, money and other property of whatever kind in their possession or under
their  control  belonging  to the  Company,  in such  amounts and by such surety
companies  as the  chairman  of the  board,  the  president  or  the  Board  may
determine. The premiums on such bonds shall be paid by the Company and the bonds
so furnished shall be in the custody of the Secretary.

         Section X.14.  Proxies in Respect of Securities of Other  Corporations.
The chairman of the board,  the  president,  any vice president or the secretary
may from time to time appoint an attorney or attorneys or an agent or agents for
the Company to exercise,  in the name and on behalf of the  Company,  the powers
and rights which the Company may have as the holder of stock or other securities
in any other  corporation  to vote or  consent in respect of such stock or other
securities,  and the chairman of the board, the president, any vice president or
the  secretary  may instruct the person or persons so appointed as to the manner
of  exercising  such  powers and  rights;  and the  chairman  of the board,  the
president,  any vice  president  or the  secretary  may  execute  or cause to be
executed,  in the name and on behalf of the Company and under its corporate seal
or  otherwise,  all such  written  proxies or other  instruments  as he may deem
necessary  or proper in order that the  Company  may  exercise  such  powers and
rights.

         Section  X.15.  Amendments.  These  Bylaws  may  be  altered,  amended,
repealed  or replaced  by the  shareholders,  or by the Board when such power is
conferred  upon the  Board  by the  articles  of  incorporation,  at any  annual
shareholders  meeting  or annual or  regular  meeting  of the  Board,  or at any
special  meeting  of  the  shareholders  or of  the  Board  if  notice  of  such
alteration,  amendment, repeal or replacement is contained in the notice of such
special meeting. If the power to adopt, amend, repeal or replace these Bylaws is
conferred  upon the Board by the  articles  of  incorporation,  the power of the
shareholders  to so adopt,  amend,  repeal or replace  these Bylaws shall not be
divested or limited thereby.




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