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                                                                    EXHIBIT 3.19




                                     BYLAWS
                                       OF
                          GOLDEN EAGLE ICE-TEXAS, INC.
                               A Texas Corporation
                               (the "Corporation")


                                   ARTICLE I.
                                     OFFICES

         Section 1.        Registered  Office.  The Corporation shall have and 
continuously maintain a registered office in the State of Texas which may be,
but need not be, the same as its place of business (if located within the State
of Texas). The address of the registered office and the name of the registered
agent at such address shall be as set forth in the Corporation's Articles of
Incorporation.

         Section 2.        Place of Business.  In addition to its registered
office, the Corporation may have offices and places of business at such places,
both within and without the State of Texas, as the Board of Directors may from
time to time determine or the business of the Corporation may require.


                                   ARTICLE II.
                            MEETINGS OF SHAREHOLDERS

         Section 1.        Annual Meetings.  Annual meetings of the shareholders
shall be held at such times as shall be determined by the Board of Directors. At
each annual meeting, the shareholders shall elect a Board of Directors, and
shall transact such other business as may be properly brought before the
meeting.

         Section 2.        Special Meetings. Unless otherwise provided by the 
Articles of Incorporation, special meetings of the shareholders may be called by
the President, the Board of Directors or the holders of shares representing not
less than ten percent (10%) of the votes entitled to be cast on any issue at
meetings of shareholders. A special meeting may be called for any purpose or
purposes though business transacted at a special meeting shall be confined to
the purposes stated in the notice of such meeting.

         Section 3.        Place of Meetings.  Meetings of the shareholders of 
the Corporation shall be held at such places within or without the State of
Texas as shall be determined by the Board of Directors or, in the absence of
such a determination, meetings of shareholders shall be held at the principal
office of the Corporation.



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         Section 4.        Notice of Meetings. Written notice stating the place,
day and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary or
the person calling the meeting, to each shareholder 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 or her address as
it appears on the stock transfer books of the Corporation, with postage thereon
prepaid.

         Section 5.        Voting List. At least ten (10) days before each 
meeting of the shareholders, a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order, with the residence 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. Such list shall be kept on
file at the registered office or principal place of business of the Corporation
for a period of ten (10) days prior to such meeting, and shall be subject to
inspection by any shareholder who may be 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 such meeting.

         Section 6.        Quorum of Shareholders; Adjournment.

                (A)        The holders of shares representing a majority of the 
votes entitled to be cast at a meeting, present in person or represented by
proxy, shall be requisite to and shall constitute a quorum at all meetings of
the shareholders for the transaction of business except as otherwise provided by
the Articles of Incorporation or by these Bylaws. Once a quorum is present at a
meeting of shareholders, the shareholders represented in person or by proxy at
the meeting may conduct such business as may be properly brought before the
meeting until it is adjourned, and the subsequent withdrawal from the meeting of
any shareholder or the refusal of any shareholder represented in person or by
proxy to vote shall not affect the presence of a quorum at the meeting. Upon
attainment of representation by a quorum, subsequent to an adjournment of the
meeting, any business may be transacted which might have been transacted at the
meeting as originally notified.

                (B)        If a quorum is not present or represented at any
meeting of the shareholders, the shareholders entitled to vote thereat, 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 is present or represented. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
these Bylaws, such determination shall apply to any adjournment thereof except
where the determination has been made through the closing of the share transfer
records and the stated period of closing has expired.



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         Section 7.        Organization; Order of Business. The Chairman of the
Board or such other person as the Board of Directors may have designated or, in
the absence of such a person, the President of the Corporation or, in his
absence such person as may be chosen by the holders of shares representing a
majority of the votes which could be cast by those present, in person or by
proxy, and entitled to vote shall call to order any meeting of the shareholders
and act as chairman of the meeting. The Secretary of the Corporation, if
present, shall act as secretary of the meeting, but in his absence, the
secretary of the meeting shall be such person as the chairman of the meeting
appoints. The chairman of any meeting of shareholders shall determine the order
of business and the procedure at the meeting, including regulation of the manner
of voting and the conduct of discussion; but the order of business to be
followed at any meeting at which a quorum is present may be changed by the
holders of shares of stock present in person or by proxy and entitled to vote at
such meeting (determined by a majority of the votes cast).

         Section 8.        Required Vote. With respect to matters other than 
elections of directors, except as otherwise required by statute, the Articles of
Incorporation or these Bylaws, the vote of the holders of shares representing a
majority of the votes cast shall decide any question properly brought before
such meeting. Directors shall be elected by a plurality of the votes cast by the
holders of shares entitled to vote in the election of directors.

         Section 9.        Method of Voting; Proxies. Each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote at a meeting of the shareholders, except to the extent that the voting
rights of the shares of any class or classes are enhanced or limited by statute,
by the Articles of Incorporation (including amendments thereto) or by agreement.
At any meeting of the shareholders, each shareholder having the right to vote
shall be entitled to vote in person, or by written proxy appointed by an
instrument executed by such shareholder. No proxy shall be valid after eleven
(11) months from the date of its execution, unless otherwise provided in the
proxy. A 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. Any vote may be taken by voice or by show of hands unless a shareholder
entitled to vote objects, in which case written ballots shall be used.

         Section 10.       Action Without Meeting. Any action which must or may 
be taken at any annual or special meeting of shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by (i) the holders
of all the shares entitled to vote with respect to the action that is the
subject of the consent, or (ii) if the Articles of Incorporation so provide, the
holders of shares of stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote on the action were present and voted. Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those shareholders who did not consent in
writing.

         Section 11.       Telephone Meeting. Shareholders may participate in 
and hold a meeting by means of conference telephone or similar communications
equipment by which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this 



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Section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.


                                  ARTICLE III.
                                    DIRECTORS

         Section 1.        Management of the Corporation. The powers of the 
Corporation shall be exercised by or under the authority of, and the business
and affairs of the Corporation shall be managed under the direction of, the
Board of Directors of the Corporation. Except to the extent otherwise limited by
statute, the Articles of Incorporation, or these Bylaws, the Board of Directors
shall have the broadest powers available under Texas law.

         Section 2.        Number.  The number of directors constituting the 
Board of Directors shall be determined from time to time by resolution of a
majority of directors then in office, though less than a quorum; provided that
at all times the number of directors shall be at least one (1) and no decrease
shall have the effect of shortening the term of any incumbent director.

         Section 3.        Qualifications, Election and Term. Directors need not
be residents of Texas or shareholders of the Corporation. The directors
constituting the Board of Directors shall be elected at the annual meeting of
shareholders by a plurality of the votes cast by the shareholders entitled to
vote at such election of directors. Each director, upon election to the Board of
Directors, shall hold office until the next annual meeting of shareholders and
until his or her successor is elected and qualified.

         Section 4.        Chairman of the Board.  The Board of Directors may 
elect a member from the Board of Directors to serve as Chairman of the Board.
The Chairman of the Board shall preside at meetings of the Board of Directors
and shareholders.


         Section 5.        Removal.  Any director may be removed either for or 
without cause at any special or annual meeting of the shareholders by the
affirmative vote of the holders of shares having a majority of the entire number
of votes entitled to be cast for the election of such director, if notice of the
intention to act upon such matter shall have been given in the notice calling
such meeting.

         Section 6.        Vacancies. Any vacancies occurring in the Board of 
Directors for any reason may be filled by a majority vote of the directors then
in office, though less than a quorum, or by election at an annual meeting of
shareholders or at a special meeting of shareholders called for that purpose;
provided that, during the period between any two (2) successive annual meetings
of shareholders, the Board of Directors may not fill more than two (2) vacancies
resulting from an increase in the number of directors. A director elected to
fill a vacancy shall be elected for the unexpired term of his or her predecessor
in office.




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         Section 7.        Place of Meetings.  The directors of the Corporation 
may hold their meetings, both regular and special, either within or without the
State of Texas.


         Section 8.        Annual  Meetings.  Each newly elected Board of 
Directors shall hold an annual meeting without further notice immediately
following the annual meeting of shareholders and at the same place, unless such
place or time is changed by a majority vote of the directors then elected and
serving.

         Section 9.        Regular Meetings. Regular meetings of the Board of 
Directors may be held without notice at such times and places as may be fixed
from time to time by resolutions adopted by the Board of Directors and
communicated to all directors at their last known addresses. Except as otherwise
provided by statute, the Articles of Incorporation or these Bylaws, neither the
business to be transacted at, nor the purpose of, any regular meeting need be
specified in the notice or waiver of notice of such meeting.

         Section 10.       Special Meetings. Special meetings of the Board of
Directors may be called by the President upon 24 hours' notice to each director,
personally or by mail, telegram or facsimile. Special meetings shall be called
by the President in like manner and on like notice on the written request of two
(2) directors. Except as may be otherwise expressly provided by statute, the
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 11.       Quorum; Majority Vote. At all meetings of the Board 
of Directors, the presence of a majority of the number of directors fixed in
accordance with these Bylaws shall be necessary and sufficient to constitute a
quorum for the transaction of business, 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 of Directors, except as may be otherwise specifically required by
statute, the Articles of Incorporation or these Bylaws. If a quorum is not
present at any meeting of the 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. Upon attainment of representation by a
quorum, subsequent to an adjournment of the meeting, any business may be
transacted which might have been transacted at the meeting as originally
notified.

         Section 12.       Presumption of Assent. A director of the Corporation 
who is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless the director shall file his or her written dissent to such action with
the person acting as the Secretary of the meeting before adjournment thereof or
shall forward such dissent by certified mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.

         Section 13.       Compensation. The Board of Directors shall have
authority to determine from time to time the amount of compensation, if any,
which shall be paid to its members for their services as directors and as
members of standing or special committees of the Board. The



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Board shall also have power in its discretion to provide for and to pay to
directors rendering services to the Corporation not ordinarily rendered by
directors as such, special compensation appropriate to the value of such
services as determined by the Board from time to time. Nothing in these Bylaws
shall be construed to preclude any directors from serving the Corporation in any
capacity other than as a director and receiving compensation therefor.

         Section 14.       Procedure.  The Board of Directors shall keep regular
minutes of its proceedings. The minutes shall be placed in the minute book of
the Corporation.

         Section 15.       Action Without Meeting. Any action required or 
permitted to be taken at a meeting of the Board of Directors 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 of Directors or
such committee, as the case may be. Such consent shall have the same force and
effect as unanimous vote at a meeting, and may be stated as such in any document
or instrument filed with the Secretary of State. The signed consent or a copy
thereof shall be placed in the minute book of the Corporation.

         Section 16.       Telephone Meeting. Members of the Board of Directors
or of any committee thereof may participate in and hold a meeting of the Board
of Directors of any committee thereof by means of conference telephone or
similar communications equipment by which all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to this Section
shall constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.


                                   ARTICLE IV.
                             COMMITTEES OF THE BOARD

         Section 1.        Designation and Authority. The Board of Directors 
may, by resolution adopted by a majority of the full Board of Directors,
designate from among its members one or more committees, each of which, 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 that no such committee shall have the
authority of the Board of Directors to: amend the Articles of Incorporation
(other than in connection with the issuance of shares in series); propose a
reduction of the stated capital of the Corporation; approve a plan of merger or
share exchange of the Corporation; recommend to the shareholders the sale, lease
or exchange of all or substantially all of the property and assets of the
Corporation otherwise than in the usual and regular course of its business;
recommend to the shareholders a voluntary dissolution of the Corporation or a
revocation thereof; amend, alter or repeal the bylaws of the Corporation or
adopt new bylaws of the Corporation; fill vacancies in the Board of Directors;
fill vacancies in or designate alternate members of any committee of the Board
of Directors; fill any directorship to be filled by reason of an increase in the
number of directors; elect or remove officers of the Corporation or members or
alternate members of any committee of the Corporation; fix the compensation of
any member or alternate members of such committee; or 



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alter or repeal any resolution of the Board of Directors that by its terms
provides that it shall not be so amendable or repealable; and, unless such
resolution expressly so provides, no such committee shall have the authority to
authorize a distribution or to authorize the issuance of shares of the
Corporation.

         Section 2.        Change in Number.  The number of members of any 
committee may be increased or decreased from time to time by resolution adopted
by the Board of Directors.


         Section 3.        Removal and Vacancies.  Members of committees may be 
removed by the Board of Directors. Vacancies in committees may be filled by the
Board of Directors.


         Section 4.        Transaction of Business.  Committees shall transact 
business (at meetings or by unanimous consent) in the same manner as the Board
of Directors.

         Section 5.        Responsibility.  The designation of any committee and
the delegation of authority to it shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed upon it or him
by law.


                                   ARTICLE V.
                                     NOTICE

         Section 1.        Manner of Giving Notice. Unless otherwise required by
these Bylaws, whenever any notice is required to be given under law, the
Articles of Incorporation or these Bylaws, such notice may be given in writing,
and delivered personally, through the United States mail, by a recognized
express delivery service (such as Federal Express) or by means of telegram,
telex or facsimile transmission, addressed to such director or shareholder, as
the case may be, at his or her address or telex or facsimile transmission
number, as the case may be. All notices shall be deemed to be given on the
earlier of receipt or at the time when the same shall be deposited in the mail
or with an express delivery service or when transmitted, as the case may be,
addressed or directed to the proper destination as it appears on the records of
the Corporation, with postage and fees thereon prepaid. An affidavit of the
Secretary or Assistant Secretary or of the transfer agent of the Corporation
that the notice has been given shall, in the absence of fraud, be prima facie
evidence of the facts stated therein.

         Section 2.        Waiver of Notice. Whenever any notice is required to 
be given to any committee member, director or shareholder of the Corporation
under the provisions of the statutes, the Articles of Incorporation or these
Bylaws, 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
deemed equivalent to the giving of such notice. Attendance at a meeting shall
constitute a waiver of notice of such meeting, except where a person attends for
the expressed purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.





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                                   ARTICLE VI.
                         OFFICERS, EMPLOYEES AND AGENTS:
                                POWERS AND DUTIES

         Section 1.        Appointment of Officers. The Board of Directors shall
appoint as officers of the Corporation a President and a Secretary. The Board of
Directors may appoint a Treasurer, one or more Vice Presidents and such other
officers (including assistant officers) as the Board of Directors deems
necessary or appropriate. Additionally, unless expressly prohibited by the Board
of Directors, the President may appoint such assistant officers as the President
deems necessary.

         Section 2.        Qualifications.  Officers of the Corporation need not
be directors or shareholders of the Corporation, or residents of the State of
Texas. Any two or more offices may be held by the same person.


         Section 3.        Term of Office. Each officer of the Corporation shall
hold office for the term specified by the Board of Directors. If no term is
specified, each officer shall hold office until his or her successor is chosen
and qualifies, or until his or her earlier death, resignation or removal from
office. The designation of a specific term of office does not grant to an
officer any contract rights, and the Board of Directors may remove such officer
as provided in these Bylaws.

         Section 4.        Removal; Filling of Vacancies. Any officer may be 
removed at any time, for or without cause, by the Board of Directors or, if
appointed by the President, by the President. Such removal shall be without
prejudice to the contract rights, if any, of the person so removed. A vacancy
occurring in any office for any reason may be filled by the Board of Directors.
A vacancy in any office held by an officer appointed by the President may be
filled by the President unless such authority is limited by the Board of
Directors.

         Section 5.        Compensation.  The compensation of all officers of 
the Corporation shall be fixed from time to time by the Board of Directors. The
Board of Directors may from time to time delegate to the President the authority
to fix the compensation of any or all of the other officers of the Corporation.

         Section 6.        Chief Executive Officer. Subject to the direction and
authority of the Board of Directors, the Chief Executive Officer shall have
general executive charge, management and control of the properties, business and
operations of the Corporation with all such powers as may be reasonably incident
to such responsibilities and each shall have such other powers and duties as
designated in accordance with these Bylaws and as from time to time be assigned
to him by the Board of Directors. The Chief Executive Officer may from time to
time delegate any of the aforementioned duties and responsibilities in
accordance with these Bylaws to any officer who directly or indirectly reports
to him.

         Section 7.        The President shall have charge of such properties, 
business and operations of the Corporation as may be assigned to him from time
to time in accordance with these Bylaws by the Chief Executive Officer, as well
as all such powers as may be 



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reasonably incident to such charge. Unless the Board of Directors otherwise
determines, he shall, in the absence of the Chairman of the Board and the Chief
Executive Officer, preside at all meetings of the shareholders and the Board of
Directors. The President shall have such other powers and duties as designated
in accordance with these Bylaws and as the Board of Directors shall prescribe.
The President shall report directly to the Chief Executive Officer and the Board
of Directors.

         Section 8.        Vice Presidents. Each Vice President shall generally
assist the President and shall have such powers and perform such duties and
services as shall from time to time be prescribed or delegated to such Vice
President by the President or the Board of Directors, and shall have such other
powers and perform such duties and services as usually appertain to the office
of Vice President of a corporation and which are not inconsistent with the
powers, duties and services prescribed or delegated by the President or the
Board of Directors.

         Section 9.        Secretary. The Secretary shall see that notice is 
given of all meetings of the shareholders and special meetings of the Board of
Directors and shall keep and attest true records of all proceedings at all
meetings of the shareholders and the Board of Directors. The Secretary shall
have charge of the corporate seal and have authority to attest any and all
instruments or writings to which the same may be affixed. The Secretary shall
keep and account for all books, documents, papers and records of the Corporation
except those for which some other officer or agent is properly accountable. The
Secretary shall have authority to sign stock certificates and shall generally
perform all the duties usually appertaining to the office of secretary of a
corporation. In the absence or disability of the Secretary, the Secretary's
duties shall be performed and the Secretary's powers may be exercised by the
Assistant Secretaries in the order of their seniority, unless otherwise
determined by the Secretary, the President or the Board of Directors.

         Section 10.       Assistant Secretaries.  Each Assistant Secretary 
shall generally assist the Secretary and shall have such powers and perform such
duties and services as shall from time to time be prescribed or delegated to
such Assistant Secretary by the Secretary, the President or the Board of
Directors.

         Section 11.       Treasurer. The Treasurer shall be the chief 
accounting and financial officer of the Corporation and shall have active
control of and shall be responsible for all matters pertaining to the accounts
and finances of the Corporation. The Treasurer shall audit all payrolls and
vouchers of the Corporation and shall direct the manner of certifying the same;
shall receive, audit and consolidate all operating and financial statements of
the Corporation and its various departments; shall have supervision of the books
of account of the Corporation, their arrangement and classification; shall
supervise the accounting and auditing practices of the Corporation; and shall
have charge of all matters relating to taxation. The Treasurer shall have the
care and custody of all monies, funds and securities of the Corporation; shall
deposit or cause to be deposited all such funds in and with such depositories as
the Board of Directors shall from time to time direct or as shall be selected in
accordance with procedures established by the Board of Directors; shall advise
upon all terms of credit granted by the Corporation; and shall be responsible
for the collection of all its accounts and shall cause to be kept full and
accurate 






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accounts of all receipts and disbursements of the Corporation. The Treasurer
shall have the powers to endorse for deposit or collection or otherwise all
checks, drafts, notes, bills of exchange or other commercial papers payable to
the Corporation and to give proper receipts or discharges for all payments to
the Corporation. The Treasurer shall generally perform all the duties usually
appertaining to the office of treasurer of a corporation. In the absence or
disability of the Treasurer his or her duties shall be performed and his or her
powers may be exercised by the Assistant Treasurers in the order of their
seniority, unless otherwise determined by the Treasurer, the President or the
Board of Directors.

         Section 12.       Assistant Treasurers.  Each Assistant Treasurer shall
generally assist the Treasurer and shall have such powers and perform such
duties and services as shall from time to time be prescribed or delegated to
such Assistant Treasurer by the Treasurer, the President or the Board of
Directors.

         Section 13.       Additional Powers and Duties. In addition to the 
foregoing specially enumerated duties, services and powers, the several elected
and appointive officers of the Corporation shall perform such other duties and
services and exercise such further powers as may be provided by statute, the
Articles of Incorporation or these Bylaws, or as the Board of Directors may from
time to time determine or as may be assigned to them by any competent superior
officer.


                                  ARTICLE VII.
                           STOCK AND TRANSFER OF STOCK

         Section 1.        Certificates Representing Shares. Certificates in 
such form as may be determined by the Board of Directors and as shall conform to
the requirements of the statutes, the Articles of Incorporation and these Bylaws
shall be delivered representing all shares to which shareholders are entitled.
Such certificates shall be consecutively numbered and shall be entered in the
books of the Corporation as they are issued. Each certificate shall state on the
face thereof that the Corporation is organized under the laws of the State of
Texas, the holder's name, the number and class of shares and the designation of
the series, if any, which such certificate represents, the par value of such
shares or a statement that such shares are without par value and such other
matters as may be required by law. Each certificate shall be signed by the
President or a Vice President and the Secretary or an Assistant Secretary 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 a facsimile.

         Section 2.        Issuance.  Subject to the provisions of the statutes,
the Articles of Incorporation or these Bylaws, shares may be issued for such
consideration 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.



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         Section 3.        Payment of Shares. The consideration for the issuance
of shares shall consist of any tangible or intangible benefit to the
Corporation, including cash, promissory notes, services performed, contracts for
services to be performed, or other securities of the Corporation. 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. 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.

         Section 4.        Lost, Stolen or Destroyed Certificates. The Board of
Directors, the President, or such other officer or officers of the Corporation
as the Board of Directors may from time to time designate, in their discretion,
may direct a new certificate or certificates representing shares to be issued in
place of any certificate or certificates theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate or certificates to be lost,
stolen or destroyed. When authorizing such issuance of a new certificate or
certificates, the Board of Directors, the President, or any such other officer,
in their discretion and as a condition precedent to the issuance thereof, may
require the owner of such lost, stolen or destroyed certificate or certificates,
or his or her legal representative, to advertise the same in such manner as the
Board of Directors, the President or such other officer shall require and/or
give the Corporation a bond in such form, in such sum, and with such surety or
sureties, as they may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate or certificates alleged
to have been lost, stolen or destroyed.

         Section 5.        Transfers of Shares. Shares of stock shall be 
transferable only on the books of the Corporation at the direction of the
registered holder thereof or by such holder's duly authorized attorney. Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate or certificates representing shares, duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, with all
required stock transfer tax stamps affixed thereto and canceled or accompanied
by sufficient funds to pay such taxes, it shall be the duty of the Corporation
or the transfer agent of the Corporation to issue a new certificate or
certificates to the person entitled thereto, cancel the old certificate or
certificates and record the transaction upon its books.

         Section 6.        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 shall have express or other notice thereof,
except as otherwise provided by law.

         Section 7.        Restriction on Transfer of Shares of Stock. These 
Bylaws authorize (but do not require) a restriction on the transfer of the
Corporation's shares which:


                (A)        maintains the status of the Corporation as an 
electing small business corporation under Subchapter S of the United States
Internal Revenue Code;





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<PAGE>   12


                (B)        obligates the holders of the restricted stock to 
offer to the Corporation or the other holders of stock of the Corporation a
prior opportunity, to be exercised within a reasonable time, to acquire the
restricted stock pursuant to an agreement respecting the purchase and sale of
the restricted stock;

                (C)        obligates the Corporation to the extent permitted by 
law or any holder of stock of the Corporation to purchase the stock which is the
subject of an agreement respecting the purchase and sale of the restricted
stock; or

                (D)        requires the Corporation and the holders of any stock
of the Corporation to consent to any proposed transfer of the restricted stock
for the purpose of preventing violations of federal or state law.

         The Corporation will furnish to the holder of a certificate of stock in
the Corporation, without charge, upon written request to the Corporation at its
principal place of business or registered office, a copy of the Bylaws and the
Agreement, if any, restricting the transfer of stock.


                                  ARTICLE VIII.
                                  MISCELLANEOUS

         Section 1.        Fixing Record Dates. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive a distribution by the
Corporation (other than a distribution involving a purchase or redemption by the
Corporation of any of its shares) or a share dividend, or in order to make a
determination of shareholders for any other proper purpose (other than
determining shareholders entitled to consent to action by shareholders proposed
to be taken without a meeting of shareholders), the Board of Directors may (i)
fix in advance the record date for any such determination of shareholders,
though such record date shall not be more than sixty (60) days and, for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, shall not be less than ten (10) days, prior to the date
on which the particular action requiring such determination of shareholders is
to be taken, or (ii) close the share transfer records for a period of not more
than sixty (60) days and, for the purpose of determining shareholders entitled
to notice of or to vote at a meeting of shareholders, for a period of not 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 such
action by the Board of Directors, the date on which notice of the meeting is
mailed or the date on which the resolution of the Board of Directors declaring
such distribution or share dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. The record date for the
purpose of determining shareholders entitled to consent to an action shall be
fixed in accordance with applicable statutes.

         Section 2.        Reserves. There may be created from time to time by
resolution of the Board of Directors, out of the earned surplus of the
Corporation, such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to 




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<PAGE>   13

equalize dividends, or to repair or maintain any property of the Corporation or
for such other purpose as the directors shall think beneficial to the
Corporation. The directors may modify or abolish any such reserve in the manner
in which it was created.

         Section 3.        Signature of Negotiable Instruments.  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 of Directors.

         Section 4.        Fiscal Year.  The business of the Corporation shall 
be conducted on either a fiscal year or calendar year basis, and the selection
of the basis to be used shall be, and is hereby delegated to the discretion of
the Board of Directors.


         Section 5.        Seal. The Corporation's seal, if obtained, shall be 
in such form as shall be adopted and approved from time to time by the Board of
Directors. The seal may be used by causing it, or a facsimile thereof, to be
impressed, affixed, imprinted or in any manner reproduced. Except as expressly
required by law, no action shall be invalid or unenforceable for failure to use
the corporate seal in connection therewith.

         Section 6.        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.

         Section 7.        Resignation. Unless otherwise expressly provided, any
director, committee member, 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. Unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

         Section 8.        Surety Bonds. Such officers and agents of the 
Corporation (if any) as the President, or the Board of Directors may direct,
from time to time, shall be bonded for the faithful performance of their duties
and for the restoration to the Corporation, in case of their death, resignation,
retirement, disqualification or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in their possession or under
their control belonging to the Corporation, in such amounts and by such surety
companies as the President or the Board of Directors may determine. The premiums
on such bonds shall be paid by the Corporation, and the bonds so furnished shall
be in the custody of the Secretary.

         Section 9.        Interested Directors, Officers and Security Holders. 
No contract or transaction between the Corporation and one or more of its
directors, officers or security holders, or between the Corporation and any
other corporation, partnership, association, trust, plan or other organization
or enterprise in which one or more of the Corporation's directors, officers or
security holders are directors, officers, security holders, members or
employees, or have a direct 






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<PAGE>   14

or indirect financial interest, shall be void or voidable solely because of such
position or interest, solely because the director, officer or security holder is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because the
votes of such director, officer or security holder are counted for such purpose,
if:

                (a)        the material facts of the contract or transaction and
of the relationship or interest are known or disclosed 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;

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

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

                Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or of a
committee which authorizes the contract or transaction. No director shall be
liable to account to the Corporation for any profits realized by, from or
through any such contract or transaction by reason of an interest therein when
such contract or transaction has been authorized or ratified in accordance with
the foregoing. This section shall not be construed to invalidate any contract or
transaction which would otherwise be valid in the absence of this provision.

         Section 10.       Indemnification. Any person who was, is, or is 
threatened to be made, a named defendant or respondent in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
arbitrative, investigative or administrative, any appeal in such action suit or
proceeding, and any inquiry or investigation that could lead to such an action,
suit or proceeding (collectively, a "proceeding"), by reason of the fact that he
or she is or was a director or officer of the Corporation, or, while a director
or officer of the Corporation, is or was serving at the request of the
Corporation 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, shall be indemnified by the Corporation to
the fullest extent authorized by the Texas Business Corporation Act, as the same
exists or may hereafter be amended (but in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, court costs, fines, penalties, excise taxes, and
amounts paid in settlement) reasonably incurred or suffered in connection
therewith and such indemnification shall continue as to any such person who has
ceased to be a director or officer and shall inure to the benefit of such
persons' heirs, 




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<PAGE>   15

executors and administrators. The right to indemnification conferred in this
Section shall be a contract right and shall include the right to be paid by the
Corporation the expenses (court costs and attorneys' fees) incurred in defending
any such proceeding in advance of its final disposition; provided, the
applicable requirements of the Texas Business Corporation Act are met prior to
such advancement.

         The right to indemnification and to the advancement of expenses
conferred in this Section shall not be exclusive of, nor shall it be construed
to limit, any other right which any person may have or hereafter acquire under
any statute, the Articles of Incorporation, these Bylaws, agreement, vote of
shareholders or otherwise.


                                   ARTICLE IX.
                                   AMENDMENTS

         These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted at any meeting of the Board of Directors at which a quorum is present by
the affirmative vote of a majority of the directors present at such meeting.

                                  CERTIFICATE

         I, DIANA F. RICE, the undersigned Secretary of GOLDEN EAGLE ICE-TEXAS,
INC., do hereby certify that the foregoing is a true and correct copy of the
Bylaws of said Corporation as duly approved at the organizational meeting of the
Board of Directors of the Corporation and as duly amended by action of the Board
of Directors through the date hereof.

         WITNESS my hand and the seal of the Corporation this the 20th day of
October, 1997.




                                              DIANA F. RICE
                                              Secretary





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