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                                                                     EXHIBIT 3.7

                                     BYLAWS
                                       OF
                                  GAINSCO, INC.

                       As amended as of February 18, 1998

                                    Contents


ARTICLE  1:       OFFICES
         1.01     Registered Office and Agent
         1.02     Other Offices

ARTICLE  2:       SHAREHOLDERS
         2.01     Place of Meetings
         2.02     Annual Meeting
         2.03     Voting List
         2.04     Special Meetings
         2.05     Notice
         2.06     Quorum
         2.07     Majority Vote; Withdrawal of Quorum
         2.08     Method of Voting
         2.09     Record Date; Closing Transfer Books
         2.10     Action Without Meeting
         2.11     Order of Business at Meetings

ARTICLE  3:       DIRECTORS
         3.01     Management
         3.02     Number; Qualifications; Election; and Term
         3.03     Change in Number
         3.04     Removal
         3.05     Vacancies
         3.06     Election of Directors
         3.07     Place of Meetings
         3.08     First Meeting
         3.09     Regular Meetings
         3.10     Special Meetings
         3.11     Quorum; Majority Vote
         3.12     Compensation
         3.13     Procedure
         3.14     Interested Directors and Officers
         3.15     Action Without Meeting
         3.16     Advisory Directors

ARTICLE  4:       NOTICE AND ATTENDANCE THROUGH USE OF ELECTRONIC EQUIPMENT
         4.01     Method
         4.02     Waiver
         4.03     Telephone and Similar Meetings

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ARTICLE  5:       OFFICERS AND AGENTS
         5.01     Number; Qualification; Election; Term
         5.02     Removal
         5.03     Vacancies
         5.04     Authority
         5.05     Compensation
         5.06     President
         5.07     Vice Presidents
         5.08     Secretary
         5.09     Assistant Secretary
         5.10     Treasurer
         5.11     Assistant Treasurer
         5.12     Chairman of the Board
         5.13     Vice-Chairman of the Board
         5.14     Second Vice Presidents

ARTICLE  6:       CERTIFICATES AND SHAREHOLDERS
         6.01     Certificates
         6.02     Issuance
         6.03     Payment for Shares
         6.04     Subscriptions
         6.05     Lien
         6.06     Lost, Stolen or Destroyed Certificates
         6.07     Registration of Transfer
         6.08     Registered Shareholders
         6.09     Denial of Preemptive Rights

ARTICLE  7:       GENERAL PROVISIONS
         7.01     Dividends and Reserves
         7.02     Books and Records
         7.03     Annual Statement
         7.04     Checks and Notes
         7.05     Fiscal Year
         7.06     Seal
         7.07     Indemnification; Insurance
         7.08     Resignation
         7.09     Amendment of Bylaws
         7.10     Construction
         7.11     Table of Contents; Headings
         7.12     Relation to Articles of Incorporation

ARTICLE  8:       COMMITTEES
         8.01     Designation
         8.02     Number; Qualification; Term
         8.03     Authority
         8.04     Change in Number
         8.05     Removal
         8.06     Vacancies
         8.07     Meetings
         8.08     Quorum; Majority Vote
         8.09     Compensation



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ARTICLE 1:     OFFICES

         1.01  Registered Office and Agent. The registered office of the
corporation shall be at 500 Commerce Street, Fort Worth, Texas 76102. The name
of the registered agent at such address is Joseph D. Macchia. Anything in these
Bylaws to the contrary notwithstanding revision of the registered office or the
registered agent of the corporation in accordance with the provisions of the
Texas Business Corporation Act shall automatically and without further action
amend this section to name such newly adopted office or registered agent.

         1.02  Other Offices. The corporation may have offices at other places
both within and without the State of Texas as the board of directors may
determine or as the business of the corporation may require.

ARTICLE 2:     SHAREHOLDERS

         2.01  Place of Meetings. All meetings of the shareholders shall be held
at such time and place, in or out of the State of Texas, as shall be stated in
the notice of the meeting or in a waiver of notice.

         2.02  Annual Meeting. An annual meeting of the shareholders shall be
held each year at a time and on a day during the month of May to be selected by
the board of directors. At the meeting, the shareholders shall elect directors
and transact such other business as may properly be brought before the meeting.
In the event the annual meeting is omitted by oversight or otherwise and not
held as provided herein, an annual meeting may be called in the manner provided
for special meetings herein at a subsequent date and the business transacted at
such meeting shall be valid as if transacted at the annual meeting held during
the month of May.

         2.03  Voting List. At least ten days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, with the address of each and the number
of voting shares held by each, shall be prepared by the officer or agent having
charge of the stock transfer books. The list, for a period of ten days prior to
the meeting, shall be kept on file at the registered office of the corporation
and shall be subject to inspection by any shareholder at any time during usual
business hours. The list shall also be produced and kept open at the time and
place of the meeting during the whole time thereof, and shall be subject to the
inspection of any shareholder during the whole time of the meeting.

         2.04  Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the articles
of incorporation, may be called by the president, the Board of Directors, or the
holders of not less than twenty-five percent of all of the shares entitled to
vote at the meetings. Business transacted at a special meeting shall be confined
to the objects stated in the notice of the meeting.

         2.05  Notice. Written or printed notice stating the place, day and hour
of the meeting and, in the case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten nor more
than fifty days before the date of the meeting, either personally or by mail, by
or at the direction of the president, the secretary, or the officer or person
calling the meeting, to each shareholder of record entitled to vote at the
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail addressed to the shareholder at his address as it
appears on the stock transfer books of the corporation, with postage thereon
prepaid.

         2.06  Quorum. At all meetings of the shareholders, the presence in
person or by proxy of the holders of a majority of the shares issued and
outstanding and entitled to vote will be necessary and sufficient



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to constitute a quorum for the transaction of business except as otherwise
provided by law, the articles of incorporation or these bylaws. If a quorum is
not present or represented at a meeting of the shareholders, the shareholders
entitled to vote, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice (other than announcement
at the meeting of the time and place at which the meeting is to be reconvened)
until a quorum is present or represented. At such adjourned meeting at which a
quorum is present or represented, any business may be transacted which might
have been transacted at the meeting as originally notified. For purposes of
determining the presence or absence of a quorum under this bylaw 2.06,
abstentions and broker non-votes (as such terms are defined in bylaw 2.07) shall
be treated as shares present and entitled to vote.

         2.07  Majority Vote; Withdrawal of Quorum. When a quorum is present at
any meeting of the shareholders, the vote of the holders of a majority of the
shares entitled to vote, present in person or represented by proxy and voting
"for" or "against" any question brought before the meeting shall decide such
question, unless the question is one upon which, by express provision of law,
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 but if such other express provision does not specify that the
affirmative vote of a given percent of outstanding shares are required, the
matter shall be approved or adopted if the required percent of the shares
entitled to vote, present in person or represented by proxy and voting "for" or
"against" such matter has voted "for". Abstentions and broker non-votes are not
counted (even though such shares are considered present and entitled to vote for
purposes of determining a quorum pursuant to bylaw 2.06). The term "abstentions"
shall refer to shares which are not voted "for" or "against" a particular
question by a holder or holders present in person or by proxy at a meeting and
entitled to vote such shares on such question. The term "broker non-vote" shall
refer to shares held by brokers or nominees as to which instructions have not
been received from the beneficial owners or persons entitled to vote and that
the broker or nominee does not have discretionary power to vote on the
particular question on which the vote is being counted. Anything herein to the
contrary notwithstanding, any alteration, amendment, or repeal of bylaws 2.07,
3.02, 3.03, 3.04, 3.05, 3.11 and 7.09, or adoption of any provision inconsistent
therewith, by the shareholders shall require the vote of the holders of
two-thirds (2/3) of the shares having voting power. The shareholders present at
a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.

         2.08  Method of Voting. Each outstanding share shall be entitled to one
vote on each matter submitted to a vote at a meeting of shareholders. At any
meeting of the shareholders, every shareholder having the right to vote may vote
either in person, or by proxy executed in writing by the shareholder or by his
duly authorized attorney-in-fact. No proxy shall be valid after seven months
from the date of its execution, unless otherwise provided in the proxy. Each
proxy shall be revocable unless expressly provided therein to be irrevocable and
unless otherwise made irrevocable by law. Each proxy shall be filed with the
secretary of the corporation prior to or at the time of the meeting. Voting for
directors shall be in accordance with Section 3.06 of these bylaws. Any vote may
be taken by voice or by show of hands unless someone entitled to vote objects,
in which case, written ballots shall be used.

         2.09  Record Date; Closing Transfer Books. The board of directors may
fix in advance a record date for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of the shareholders, the record
date to be not less than ten nor more than fifty days prior to the meeting; or
the board of directors may close the stock transfer books for such purpose for a
period of not less than ten nor more than fifty days prior to such meeting. In
the absence of any action by the board of directors, the date upon which the
notice of the meeting is mailed shall be the record date.

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         2.10  Action Without Meeting. Any action required by statute to be
taken at a meeting of the shareholders, or any action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof and
such consent shall have the same force and effect as a unanimous vote of the
shareholders. The consent may be in more than one counterpart so long as each
shareholder signs one of the counterparts. The consent shall be placed in the
Minute Book.

         2.11  Order of Business at Meetings. The order of business at annual
meetings and so far as practicable at other meetings of shareholders shall be as
follows unless changed by the board of directors:

          (1)       call to order
          (2)       proof of due notice of meeting
          (3)       determination of quorum and examination of proxies
          (4)       announcement of availability of voting list (see Bylaw 2.03)
          (5)       announcement of distribution of annual statement (see Bylaw
                    8.03)
          (6)       reading and disposing of minutes of last meeting of
                    shareholders
          (7)       reports of officers and committees
          (8)       appointment of voting inspectors
          (9)       unfinished business
          (10)      new business
          (11)      nomination of directors
          (12)      opening of polls for voting
          (13)      recess
          (14)      reconvening; closing of polls
          (15)      report of voting inspectors
          (16)      other business
          (17)      adjournment

ARTICLE 3:        DIRECTORS

         3.01  Management. The business and affairs of the corporation shall be
managed by the board of directors who may exercise all such powers of the
corporation and do all such lawful acts and things as are not (by statute or by
the articles of incorporation or by these bylaws) directed or required to be
exercised or done by the shareholder.

         3.02  Number; Qualifications; Election; and Term. The board of
directors shall consist of nine (9) directors until the annual meeting of
shareholders to be held in May 1998 at which time the number of directors shall
be reduced to eight (8) directors until thereafter changed by resolution adopted
by the board of directors pursuant to Bylaw 3.03. None of the members of the
board of directors need to be shareholders or residents of the State of Texas.
The directors shall be elected at the annual meeting of the shareholders, except
as provided in Bylaws 3.03 and 3.05. Each director shall hold office until his
successor shall be elected and shall qualify.

         3.03  Change in Number. The number of directors may be increased or
decreased from time to time by resolution adopted by the Board of Directors but
no decrease shall have the effect of shortening the term of any incumbent
director.

         3.04  Removal. Any director may be removed either for or without cause
at any special or annual meeting of shareholders, by the affirmative vote of
over two-thirds in number of shares of the shareholders

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present in person or by proxy at such meeting and entitled to vote for the
election of such director if notice of intention to act upon such matter shall
have been given in the notice calling such meeting.

         3.05  Vacancies. Any vacancy occurring in the board of directors (by
death, resignation or removal) may be filled by an affirmative vote of a
majority of the remaining directors though less than a quorum of the board of
directors. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. Any directorship to be filled by
reason of an increase in the number of directors shall be filled either (i) by
election at an annual meeting or at a special meeting of shareholders called for
that purpose or (ii) by the Board, provided the Board may not fill more than two
such directorships during the period between any two successive annual meetings
of shareholders.

         3.06  Election of Directors. Directors shall be elected by plurality
vote. Cumulative voting shall not be permitted.

         3.07  Place of Meetings. Meetings of the board of directors, regular or
special, may be held either within or without the State of Texas.

         3.08  First Meeting. The first meeting of each newly elected board
shall be held without further notice immediately following the annual meeting of
shareholders, and at the same place, unless (by unanimous consent of the
directors then elected and serving) such time or place shall be changed.

         3.09  Regular Meetings. Regular meetings of the board of directors may
be held without notice at such time and place as shall from time to time be
determined by the board.

         3.10  Special Meetings. Special meetings of the board of directors may
be called by the president on three days' notice to each director, either
personally or by mail or by telegram. Special meetings shall be called by the
president or secretary in like manner and on like notice on the written request
of a majority of the directors. Except as otherwise expressly provided by
statute, or by the articles of incorporation, or by these bylaws, neither the
business to be transacted at, nor the purpose of, any special meeting need be
specified in a notice or waiver of notice.

         3.11  Quorum; Majority Vote. At all meetings of the board of directors,
a majority of the board of directors fixed by these Bylaws shall constitute a
quorum for the transaction of business. The act of a majority of the directors
present at any meeting at which a quorum is present shall be the act by the
board of directors, except as otherwise specifically provided by statute, by the
Articles of Incorporation or by these Bylaws. Anything herein to the contrary
not withstanding, any alteration, amendment, or repeal of Bylaws 2.07, 3.02,
3.03, 3.04, 3.05, 3.11 and 7.09, or adoption of any provision inconsistent
therewith, by the board of directors shall require the affirmative vote of
two-thirds (2/3) of the board of directors of the corporation. If a quorum is
not present at a meeting of the board of directors, the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present.

         3.12  Compensation. By resolution of the board of directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors and may be paid a fixed sum for attendance at each
meeting of the board of directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of the Executive Committee
or of special or standing committees may, by resolution of the board of
directors, be allowed like compensation for attending committee meetings.

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         3.13  Procedure. The board of director shall keep regular minutes of
its proceedings. The minutes shall be placed in the minute book of the
corporation.

         3.14     Interested Directors and Officers .

                    (a)       No contract or transaction between the Corporation
                              and one or more of its directors or officers, or
                              between the Corporation and any other corporation,
                              partnership, association, or other organization in
                              which one or more of the 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 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
                              purposes, 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 of directors 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 Corporation as of the time it is
                                    authorized, approved, or ratified by the
                                    board of directors, a committee thereof, or
                                    the shareholders.

                    (b)       Common or interested directors may be counted in
                              determining the presence of a quorum at a meeting
                              of the board of directors.

         3.15  Action Without Meeting. Any action required or permitted to be
taken at a meeting of the board of directors may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by all members
of the board of directors. Such consent shall have the same force and effect as
a unanimous vote at a meeting and may be stated as such in any document or
instrument filed with the Secretary of State.

         3.16  Advisory Directors. The board of directors, by resolution adopted
by not less than a majority of the directors then in office, may from time to
time appoint such number of individuals as it may deem appropriate to serve as
advisory directors at the pleasure of the board of directors. Advisory directors
may be given such designations (including without limitation "advisory
director," "director emeritus" or "honorary director") as the board of directors
may from time to time determine. Advisory directors are not, and shall not have
the duties and responsibilities of, directors of the corporation, and the terms
"director" or "member of the board of directors" as used in these Bylaws shall
not be deemed to mean or include advisory directors. Without limiting the
generality of the foregoing, advisory directors shall not be entitled (a) to
receive any notice of any meeting of the board of directors, (b) to attend any
meeting of the board of directors except at the invitation of the board of
directors, (c) to vote on any matter presented for action by the board of
directors or, except at the invitation of the board of directors, to participate
in the consideration


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of any such matter or the formulation or determination of corporate policy, (d)
to receive any non-public information regarding the business or affairs of the
corporation or any matters presented for action or consideration by the board of
directors, or (e) to receive any compensation for serving as an advisory
director except as the board of directors may otherwise determine by resolution.

ARTICLE 4:     NOTICE AND ATTENDANCE THROUGH USE OF ELECTRONIC EQUIPMENT

         4.01  Method. Whenever by statute or the articles of incorporation or
these bylaws, notice is required to be given to any director or shareholder, and
no provision is made as to how the notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given (a) in
writing, by mail, postage prepaid, addressed to the director or shareholder at
the address appearing on the books of the corporation, or (b) in any other
method permitted by law. Any notice required or permitted to be given by mail
shall be deemed given at the time when the same is thus deposited in the United
States mails.

         4.02  Waiver. Whenever, by statute or the articles of incorporation or
these bylaws, notice is required to be given to any shareholder or director, a
waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated in such notice, shall be
equivalent to the giving of such notice. Attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
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.

         4.03  Telephone and Similar Meetings. Shareholders, directors and
committee members may participate in and hold a meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the 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.

ARTICLE 5:     OFFICERS AND AGENTS

         5.01  Number; Qualification; Election; Term.

                  (a) The corporation shall have:

                              (1) a president, a vice president, a secretary and
                    a treasurer, and

                              (2) such other officers (including a chairman of
                    the board and additional vice presidents) and assistant
                    officers and agents as the board of directors may think
                    necessary.

                  (b) No officer or agent need be a shareholder, a director or a
resident of Texas.

                  (c) Officers named in Section 5.01(a)(1) shall be elected by
the board of directors on the expiration of an officer's term or whenever a
vacancy exists. Officers and agents named in Section 5.01(a)(2) may be elected
by the board at any meeting.

                  (d) Unless otherwise specified by the board at the time of
election or appointment, or in any employment contract approved by the board,
each officer's and agent's term shall end at the first meeting of directors
after the next annual meeting of shareholders. He shall serve until the end of
his term or, if earlier, his death, resignation or removal.

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                  (e) Any two or more offices may be held by the same person,
except that the president and the secretary shall not be the same person.

         5.02  Removal. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors whenever in its judgment
the best interests of the corporation will be served thereby. 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 shall not of itself create
contract rights.

         5.03  Vacancies. Any vacancy occurring in any office of the corporation
(by death, resignation, removal or otherwise) maybe filled by the board of
directors.

         5.04  Authority. Officers and agents shall have such authority and
perform such duties in the management of the corporation as are provided in
these bylaws or as may be determined by resolution of the board of directors not
inconsistent with these bylaws.

         5.05  Compensation. The compensation of officers and agents shall be
fixed from time to time by the board of directors.

         5.06  President. The president shall be the chief executive officer of
the corporation; he shall preside at all meetings of the shareholders and the
board of directors, shall have general and active management of the business and
affairs of the corporation, shall see that all orders and resolutions of the
board are carried into effect. He shall perform such other duties and have such
other authority and powers as the board of directors may from time to time
prescribe.

         5.07  Vice Presidents. The vice presidents, in the order of their
seniority unless otherwise determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and have the
authority and exercise the powers of the president. They shall perform such
other duties and have such other authority and powers as the board of directors
may from time to time prescribe or as the president may from time to time
delegate.

         5.08  Secretary.

                  (a) The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record the minutes of all
proceedings in a book to be kept for that purpose.

                  (b) The secretary shall give, or cause to be given, notice of
all meetings of the shareholders and special meetings of the board of directors.

                  (c) The secretary shall keep in safe custody the seal of the
corporation and, when authorized by the board of directors or the executive
committee, affix the same to any instrument requiring it.

                  (d) The secretary shall be under the supervision of the
president and shall perform such other duties and have such other authority and
powers as the board of directors may from time to time prescribe or as the
president may from time to time delegate.

         5.09  Assistant Secretary. The assistant secretary shall, in the
absence or disability of the secretary, perform the duties and have the
authority and exercise the powers of the secretary. He shall


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perform such other duties and have such other powers as the board of directors
may from time to time prescribe or as the president may from time to time
delegate.

         5.10 Treasurer.

                  (a) The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements of the corporation and shall deposit all monies and other valuable
effects in the name and to the credit of the corporation in such depositories as
may be designated by the board of directors.

                  (b) He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and directors, at the regular
meetings of the board, or whenever they may require it, an account of all his
transactions as treasurer and of the financial condition of the corporation.

                  (c) If required by the board of directors, he shall give the
corporation a bond in such form, in such sum, and with such surety or sureties
as shall be satisfactory to the board for the faithful performance of the duties
of his office and for the restoration to the corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the corporation.

                  (d) He shall perform such other duties and have such other
authority and powers as the board of directors may from time to time prescribe
or as the president may from time to time delegate.

         5.11  Assistant Treasurer. The assistant treasurer shall, in the
absence or disability of the treasurer, perform the duties and have the
authority and exercise the powers of the treasurer. He shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe or the president may from time to time delegate.

         5.12  Chairman of the Board. The chairman of the board shall have such
duties as may be assigned to him from time to time by the board of directors.

         5.13  Vice-Chairman of the Board. The vice chairman of the board shall
act as a liaison between the board of directors and the shareholders of the
corporation and shall keep the shareholders fully advised with regard to
progress of the corporation and with regard to any major policy decisions made
by the board of directors.

         5.14  Second Vice Presidents. The board of directors may designate vice
presidents to serve in the absence of the vice president in charge of any area
of responsibility and, in such event, to perform the duties and have the
authority of such absent vice president. Additionally, a second vice president
shall perform such other duties and have such other authority and powers as the
board of directors may from time to time prescribe.

ARTICLE 6:     CERTIFICATES AND SHAREHOLDERS

         6.01  Certificates. Certificates in the form determined by the board of
directors shall be delivered representing all shares to which shareholders are
entitled. Certificates shall be consecutively numbered and shall be entered in
the books of the corporation or its agents as they are issued. Each certificate
shall state on its face the holder's name, the number and class of shares, the
par value of shares or a statement that such


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shares are without par value, and such other matters as may be required by law.
They shall be signed by the president or a vice president and such other officer
or officers as the board of directors shall designate, and may be sealed with
the seal of the corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent or registered by a registrar (either of which
is other than the corporation or an employee of the corporation), the signature
of any such officer may be facsimile. In case any officer who has signed or
whose facsimile signature has been placed upon such certificate shall have
ceased to be such officer before such certificate is issued, it may be issued by
the corporation with the same effect as if he were such officer at the date of
its issuance.

         6.02  Issuance. Shares (both treasury and authorized but unissued) may
be issued for such consideration (not less than par value) and to such persons
as the board of directors may determine from time to time. Shares may not be
issued until the full amount of the consideration, fixed as provided by law, has
been paid.

         6.03  Payment for Shares.

                  (a) Kind. The consideration for the issuance of shares shall
consist of money paid, labor done (including services actually performed for the
corporation) or property (tangible or intangible) actually received. Neither
promissory notes nor the promise of future services shall constitute payment for
shares.

                  (b) Validation. In the absence of fraud in the transaction,
the judgment of the board of directors as to the value of consideration received
shall be conclusive.

                  (c) Effect. When consideration, fixed as provided by law, has
been paid, the shares shall be deemed to have been issued and shall be
considered fully paid and nonassessable.

                  (d) Allocation of Consideration. The consideration received
for shares shall be allocated by the board of directors in accordance with law,
between stated capital and capital surplus accounts.

         6.04  Subscriptions. Unless otherwise provided in the subscription
agreement, subscriptions for shares, whether made before or after organization
of the corporation, shall be paid in full at such time or in such installments
and at such times as shall be determined by the board of directors. Any call
made by the board of directors for payment on subscriptions shall be uniform as
to all shares of the same series. In case of default in the payment on any
installment or call when payment is due, the corporation may proceed to collect
the amount due in the same manner as any debt due to the corporation.

         6.05  Lien. For any indebtedness of a shareholder to the corporation,
the corporation shall have a first and prior lien on all shares of its stock
owned by him and on all dividends or other distributions declared thereon.

         6.06  Lost, Stolen or Destroyed Certificates. The corporation shall
issue a new certificate in place of any certificate for shares previously issued
if the registered owner of the certificate:

                  (a) Claim. Makes proof in affidavit form that it has been
lost, destroyed or wrongfully taken; and

                  (b) Timely Request. Requests the issuance of a new certificate
before the corporation has notice that the certificate has been acquired by a
purchaser for value in good faith and without notice of an adverse claim; and

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                  (c) Bond. Gives a bond in such form, and with such surety or
sureties, with fixed or open penalty, as the corporation may direct, to
indemnify the corporation (and its transfer agent and registrar, if any) against
any claim that may be made on account of the alleged loss, destruction or theft
of the certificate; and

                  (d) Other Requirements. Satisfies any other reasonable
requirements imposed by the corporation.

When a certificate has been lost, apparently destroyed or wrongfully taken, and
the holder of record fails to notify the corporation within a reasonable time
after he has notice of it, and the corporation registers a transfer of the
shares represented by the certificate before receiving such notification, the
holder of record is precluded from making any claim against the corporation for
the transfer or for a new certificate.

         6.07  Registration of Transfer. The corporation shall register the
transfer of a certificate for shares presented to it for transfer if:

                  (a) Endorsement. The certificate is properly endorsed by the
registered owner or by his duly authorized attorney; and

                  (b) Guarantee and Effectiveness of Signature. The signature of
such person has been guaranteed by a national banking association or member of
the New York Stock Exchange, and reasonable assurance is given that such
endorsements are effective; and

                  (c) Adverse Claims. The corporation has no notice of an
adverse claim or has discharged any duty to inquire into such a claim; and

                  (d) Collection of Taxes. Any applicable law relating to the
collection of taxes has been complied with.

         6.08  Registered Shareholders. The corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it has express or other notice thereof, except as otherwise
provided by law.

         6.09  Denial of Preemptive Rights. No shareholder of corporation nor
other person shall have any preemptive rights whatsoever.

ARTICLE 7:        GENERAL PROVISIONS

         7.01  Dividends and Reserves.

                  (a) Declaration and Payment. Subject to statute and the
articles of incorporation, dividends may be declared by the board of directors
at any regular or special meeting and may be paid in cash, in property or in
shares of the corporation. The declaration and payment shall be at the
discretion of the board of directors.

                  (b) Record Date. The board of directors may fix in advance a
record date for the purpose of determining shareholders entitled to receive
payment of any dividend, the record date to be not more than fifty days prior to
the payment date of such dividend, or the board of directors may close the stock

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transfer books for such purpose for a period of not more than fifty days prior
to the payment date of such dividend. In the absence of any action by the board
of directors, the date upon which the board of directors adopts the resolution
declaring the dividend shall be the record date.

                  (c) Reserves. By resolution the board of directors may create
such reserve or reserves out of the earned surplus of the corporation as the
directors from time to time, in their discretion, think proper to provide for
contingencies, or to equalize dividends, or to repair or maintain any property
of the corporation, or for any other purpose they think beneficial to the
corporation. The directors may modify or abolish any such reserve in the manner
in which it was created.

         7.02  Books and Records. The corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders and board of directors, 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.

         7.03  Annual Statement. The board of directors shall present at each
annual meeting of shareholders a full and clear statement of the business and
condition of the corporation, including a reasonably detailed balance sheet,
income statement and surplus statement.

         7.04  Checks and Notes. All checks or demands for money and notes of
the corporation shall be signed by such officer or officers or such other person
or persons as the board of directors may from time to time designate.

         7.05  Fiscal Year. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

         7.06  Seal. The corporation seal (of which there may be one or more)
shall contain the name of the corporation and the name of the state of
incorporation. The seal may be used by impressing it or reproducing a facsimile
of it, or otherwise.

         7.07  Indemnification; Insurance.

         The corporation shall indemnify to the full extent permitted by law any
person who is made a named defendant or respondent in any action, suit or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative, or in any appeal in such action, suit or proceeding, by reason of
the fact that he or she is or was a director or officer of the corporation,
against all expenses (including attorney's fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such director or officer
in connection with any such action, suit or proceeding. The corporation may
indemnify other persons, as permitted by law. The corporation may advance
expenses to directors, officers or other persons, as permitted by law. The
corporation may purchase and maintain insurance on behalf of the directors,
officers or other persons, against any liability asserted against such persons
in their capacities as directors, officers or otherwise, of the corporation,
whether or not the corporation would have the power to indemnify such directors,
officers or other persons against such liability.

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

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         7.09  Amendment of Bylaws. These Bylaws may be altered, amended or
repealed or new Bylaws may be adopted by the board of directors (subject to the
shareholders repealing or changing the action of the board of directors, or
making new Bylaws, at an annual or special meeting called and held as provided
in these Bylaws) at any meeting at which a quorum is present.

         7.10  Construction. Whenever the context so requires, the masculine
shall include the feminine and neuter, and the singular shall include the
plural, and conversely. If any portion of these bylaws shall be invalid or
inoperative, then, so far as is reasonable and possible:

                  (a) The remainder of these bylaws shall be considered valid
and operative, and

                  (b) Effect shall be given to the intent manifested by the
portion held invalid or inoperative.

         7.11  Table of Contents; Headings. The table of contents and headings
used in these bylaws have been inserted for convenience only and do not
constitute matter to be construed in interpretation.

         7.12  Relation to Articles of Incorporation. These bylaws are subject
to and governed by the articles of incorporation.

ARTICLE 8:     COMMITTEES

         8.01  Designation. The board of directors may, by resolution adopted by
a majority of the whole board, designate from among its members an executive
committee and one or more such other committees as it may determine necessary.

         8.02  Number; Qualification; Term. The executive committee and any
other designated committees shall consist of two or more directors, not less
than a majority of whom in each case shall be directors who are not officers or
employees of the Company. The committees shall serve at the pleasure of the
board of directors.

         8.03  Authority. Each committee, to the extent provided in such
resolution, shall have and may exercise all of the authority of the board of
directors in the management of the business and affairs of the corporation,
except in the following matters and except where action of the full board of
directors is required by statute or by the articles of incorporation:

                  (a) Amending the articles of incorporation;

                  (b) Amending, altering or repealing the bylaws of the
corporation or adopting new bylaws;

                  (c) Approving and/or recommending or submitting to
shareholders:
                           (1)  merger
                           (2)  consolidation
                           (3)  sale, lease (as Lessor), exchange or other
disposition of all or substantially all the property and assets of the
corporation;
                           (4)  dissolution;

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                  (d)  Filling vacancies in the board of directors or any such
committee;

                  (e)  Electing or removing officers of the corporation or
members of any such committee;

                  (f)  Fixing compensation of any person who is a member of any
such committee;

                  (g)  Declaring dividends;

                  (h)  Altering or repealing any resolution of the board of
directors.

         8.04  Change in Number. The number of committee members may be
increased or decreased (but not below two) from time to time by resolution
adopted by a majority of the whole board of directors.

         8.05  Removal. Any committee member may be removed by the board of
directors by the affirmative vote of a majority of the whole board, whenever in
its judgment the best interests of the corporation will be served thereby.

         8.06  Vacancies. A vacancy occurring in any committee (by death,
resignation, removal or otherwise) may be filled by the board of directors in
the manner provided for original designation in paragraph 8.01.

         8.07  Meetings. Time, place and notice (if any) of all committee
meetings shall be determined by the respective committee. (see also paragraph
4.03).

         8.08  Quorum; Majority Vote. At meetings of any committee, a majority
of the number of members designated by the board of directors 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 statute or by the
articles of incorporation or by these bylaws. If a quorum is not present at a
meeting of the committee, the members present thereat may adjourn the meeting
from time to time, without notice other than an announcement at the meeting
until a quorum is present.

         8.09  Compensation. Compensation of committee members shall be fixed
pursuant to the provisions of paragraph 3.12 of these bylaws.



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