Exhibit 4.9


    
      
        

      

    

     

    Exhibit
      4.9

     

    

      ******


      BYLAWS
        OF


      CROWN
        CASINO CORPORATION


      (FORMERLY
        SKYLINK AMERICA INCORPORATED)


      Adopted:
        August 24, 1989

      ******


      ARTICLE
        I.


      OFFICES


      Section
        1. The registered office shall be located at 2415 West Northwest Highway,
        Suite 103, Dallas, Texas 75220.


      Section
        2. The corporation may also have offices at such other places both within
        and
        without the State of Texas as the Board of Directors from time to time may
        determine or the business of the corporation may require.


      ARTICLE
        II.


      ANNUAL
        MEETINGS OF SHAREHOLDERS


      Section
        1. All meetings of the shareholders for the election of directors shall be
        held
        in Dallas, State of Texas, at such place and at such time and date as may
        be
        fixed from time to time by the Board of Directors. Said meetings may also
        be
        held at such other place either within or without the State of Texas as shall
        be
        designated from time to time by the Board of


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Directors
        and stated in the notice of the meeting. At such meetings, the shareholders
        shall elect by a plurality vote a Board of Directors, and transact such other
        business as may properly be brought before the meeting.


      Section
        2. Written or printed notice of the annual meeting stating the place, day
        and
        hour of the meeting 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 officer or persons
        calling the meeting, to each shareholder of record entitled to vote at such
        meeting.


      ARTICLE
        III.


      SPECIAL
        MEETINGS OF SHAREHOLDERS


      Section
        1. Special meetings of shareholders for any purpose other than the election
        of
        directors may be held at such time and place within or without the State
        of
        Texas as shall be stated in the notice of the meeting or in a duly executed
        waiver of notice thereof.


      Section
        2. 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
        one-tenth of all the shares entitled to vote at the meeting.


      Section
        3. Written or printed notice of a special meeting stating the place, day
        and
        hour of the meeting and the purpose or purposes for which the meeting is
        called,
        shall be delivered not less than ten (10) nor more than sixty (60)
        days


      
        
          
          

        

        
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      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 persons calling the meeting,
        to
        each shareholder of record entitled to vote at such meeting.


      ARTICLE
        IV.


      QUORUM
        AND VOTING OF STOCK


      Section
        1. The holders of a majority of the shares of stock issued and outstanding
        and
        entitled to vote, represented in person or by proxy, shall constitute a quorum
        at all meetings of the shareholders for the transaction of business except
        as
        otherwise provided by statute or by the Articles of Incorporation. If, however,
        such quorum shall not be present or represented at any meeting of the
        shareholders, the shareholders 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, until a quorum shall be present or represented.
        At
        such adjourned meeting at which a quorum shall be present or represented
        any
        business may be transacted which might have been transacted at the meeting
        as
        originally notified.


      Section
        2. If a quorum is present, the affirmative vote of a majority of the shares
        of
        stock represented at the meeting shall be the act of the shareholders unless
        the
        vote of a greater number of shares of stock is required by law or the Articles
        of Incorporation.


      Section
        3. Each outstanding share of stock, having voting power, shall be entitled
        to
        one vote on each matter submitted to a vote at a meeting of shareholders.
        A
        shareholder


      
        
          
          

        

        
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      may
        vote
        either in person or by proxy executed in writing by the shareholder or by
        his
        duly authorized attorney-in-fact.

      In
        all
        elections for directors every shareholder entitled to vote shall have the
        right
        to vote, in person or by proxy, the number of shares of stock owned by him,
        for
        as many persons as there are directors to be elected.


      Section
        4. Any action required to 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. 

      ARTICLE
        V.


      DIRECTORS


      Section
        1. The Board of Directors shall consist of not less than three (3) nor more
        than
        fifteen (15) members, the precise number to be fixed by resolution of the
        Board
        of Directors from time to time. The number of directors may be increased
        to more
        than fifteen or decreased to less than three (but in no event less than one)
        from time to time by amendment to these Bylaws, but no decrease shall have
        the
        effect of shortening the term of any incumbent director. Directors need not
        be
        residents of the State of Texas nor shareholders of the corporation. The
        directors, other than the first Board of Directors, shall be elected at the
        annual meeting of the shareholders, and each director elected shall serve
        until
        the next succeeding annual meeting and until his successor shall
        have


      
        
          
          

        

        
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      been
        elected and qualified. The first Board of Directors shall hold office until
        the
        first annual
        meeting of shareholders.


      Section
        2. Any vacancy occurring in the Board of Directors may be filled by the
        shareholders at an annual or a special meeting or by the 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 portion of the term of his predecessor in office.


      Any
        directorship to be filled by reason of an increase in the number of directors
        may be filled by election at an annual meeting or at a special meeting of
        shareholders called for that purpose. A director elected to fill a newly
        created
        directorship shall serve until the next succeeding annual meeting of
        shareholders and until his successor shall have been elected and qualified.
        Any
        directorship to be filled by reason of an increase in the number of directors
        may also be filled by the Board of Directors for a term of office until the
        next
        election of directors by shareholders; provided no more than two directorships
        may be so filled during a period between any two successive annual meetings
        of
        shareholders.


      Whenever
        the holders of any class or series of shares are entitled to elect one or
        more
        directors by the provisions of the Articles of Incorporation, any vacancies
        in
        such directorships and any newly created directorships of such class or series
        to be filled by reason of an increase in the number of such directors may
        be
        filled by the affirmative vote of a

      



      
        
          
          

        

        
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      majority
        of the directors elected by such class or series then in office or by a sole
        remaining director so elected, or by the vote of the holders of the outstanding
        shares of such class or series, and such directorships shall not in any case
        be
        filled by the vote of the remaining directors or the holders of the outstanding
        shares as a whole unless otherwise provided in the Articles of
        Incorporation.


      Section
        3. The business affairs of the corporation shall be managed by its Board
        of
        Directors which 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
        shareholders.


      Section
        4. The directors may keep the books of the corporation, except such as are
        required by law to be kept within the state, outside of the State of Texas,
        at
        such place or places as they may from time to time determine.


      Section
        5. The Board of Directors, by the affirmative vote of a majority of the
        directors then in office, and irrespective of any personal interest of any
        of
        its members, shall have authority to establish reasonable compensation of
        all
        directors for services to the corporation as directors, officers or
        otherwise.


      ARTICLE
        VI.


      MEETINGS
        OF THE BOARD OF DIRECTORS


      Section
        1. Meetings of the Board of Directors, regular or special, may be held either
        within or without the State of Texas.


      
        
          
          

        

        
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      Section
        2. Regular meetings of the Board of Directors may be held upon such notice,
        or
        without notice, and at such time and at such place as shall from time to
        time be
        determined by the Board.

      Section
        3. Special meetings of the Board of Directors may be called by the President
        on
        two 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 two directors.

      Section
        4. Attendance of a director at any 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 because the meeting is not lawfully
        called or convened. Neither the business to be transacted at, nor the purpose
        of, any regular or special meeting of the Board of Directors need be specified
        in the notice or waiver of notice of such meeting.

      Section
        5. A majority of the directors shall constitute a quorum for the transaction
        of
        business unless a greater number is required by law or by the Articles of
        Incorporation. The act of a majority of the directors present at any meeting
        at
        which a quorum is present shall be the act of the Board of Directors, unless
        the
        act of a greater number is required by statute or by the Articles of
        Incorporation. If a quorum shall not be present at any meeting of directors,
        the
        directors present thereat may adjourn the meeting from time to


      
        
          
          

        

        
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      time,
        without notice other than announcement at the meeting, until a quorum shall
        be
        present.


      Section
        6. Unless otherwise restricted by the Articles of Incorporation or these
        Bylaws,
        any action required or permitted to be taken at any meeting of the Board
        of
        Directors or of any committee thereof may be taken without a meeting, if
        all
        members of the Board or committee, as the case may be, consent thereto in
        writing which shall set forth the action taken and be signed by all members
        of
        the Board of Directors or of the committee as the case may be.


      ARTICLE
        VII.


      COMMITTEES
        OF DIRECTORS


      Section
        1. The Board of Directors, by resolution adopted by a majority of the full
        Board
        of Directors, may designate from among its members an executive committee
        and
        one or more other committees, each of which shall be comprised of one or
        more
        members and, to the extent provided in the resolution, shall have and may
        exercise all of the authority of the Board of Directors, except that no such
        committee shall have the authority of the Board of Directors in reference
        to
        amending the Articles of Incorporation, proposing a reduction of the stated
        capital of the corporation, approving a plan of merger, consolidation or
        share
        exchange, recommending 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, recommending to the
        shareholders a voluntary dissolution of the corporation or a revocation
        thereof,


      
        
          
          

        

        
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      amending,
        altering, or repealing the Bylaws of the corporation or adopting new Bylaws
        for
        the corporation, filling vacancies or designating alternate members of the
        Board
        of Directors or any committee, filling any directorship to be filled by reason
        of an increase in the number of directors, electing or removing officers
        of the
        corporation or members or alternate members of any committee, fixing the
        compensation of any member or alternate members of a committee, or altering
        or
        repealing any resolution of the Board of Directors that by its terms provides
        that it shall not be so amendable or repealable; and, unless the resolution
        designating a particular committee or the Articles of Incorporation expressly
        so
        provides, no committee shall have the power or authority to declare a dividend
        or to authorize the issuance of shares of the corporation.


      ARTICLE
        VIII.


      NOTICES


      Section
        1. Whenever, under the provisions of the statutes or of the Articles of
        Incorporation or of these Bylaws, notice is required to be given to any director
        or shareholder, it shall not be construed to mean personal notice, but such
        notice may be given in writing, by mail, addressed to such director or
        shareholder, at his address as it appears on the records of the corporation,
        with postage thereon prepaid, and such notice shall be deemed to be given
        at the
        time when the same shall be deposited in the United States mail. Notice to
        directors may also be given by telegram.


      
        
          
          

        

        
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      Section
        2. Whenever any notice whatever is required to be given under the provisions
        of
        the statutes or under the provisions of 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 therein, shall be deemed
        equivalent to the giving of such notice.


      ARTICLE
        IX.


      OFFICERS

      


      Section
        1. The officers of the corporation shall be chosen by the Board of Directors
        and
        shall be a President and a Secretary. The Board of Directors may also elect
        or
        appoint such other officers, including assistant officers and agents as may
        be
        deemed necessary.


      Section
        2. The Board of Directors at its first meeting after each annual meeting of
        shareholders shall choose a President and a Secretary neither of whom need
        be a
        member of the Board.


      Section
        3. The Board of Directors may also appoint such other officers and agents
        as it
        shall deem necessary who shall hold their offices for such terms and shall
        exercise such powers and perform such duties as shall be determined from
        time to
        time by the Board of Directors.


      Section
        4. The salaries of all officers and agents of the corporation shall be fixed
        by
        the Board of Directors.


      Section
        5. The officers of the corporation shall hold office until their successors
        are
        chosen and qualify. Any officer elected or appointed by the Board of Directors
        may be


      
        
          
          

        

        
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      removed
        at any time by the affirmative vote of a majority of the Board of Directors.
        Any
        vacancy occurring in any office of the corporation shall be filled by the
        Board
        of Directors.


      THE
        PRESIDENT


      Section
        6. The President shall be the chief executive officer of the corporation,
        shall
        preside at all meetings of the shareholders and the Board of Directors, shall
        have general and active management of the business of the corporation and
        shall
        see that all orders and resolutions of the Board of Directors are carried
        into
        effect.


      Section
        7. The President shall execute bonds, mortgages and other contracts requiring
        a
        seal, under the seal of the corporation, except where required or permitted
        by
        law to be otherwise signed and executed and except where the signing and
        execution thereof shall be expressly delegated by the Board of Directors
        to some
        other officer or agent of the corporation.


      THE
        VICE
        PRESIDENTS


      Section
        8. The Vice-President, if there is one, or if there shall be more than one,
        the
        Vice-Presidents in the order determined by the Board of Directors, shall,
        in the
        absence or disability of the President, perform the duties and exercise the
        powers of the President and shall perform such other duties and have such
        other
        powers as the Board of Directors may from time to time
        prescribe.


      THE
        SECRETARY AND ASSISTANT SECRETARIES


      Section
        9. The Secretary shall attend all meetings of the Board of Directors and
        all
        meetings of the shareholders and


      
        
          
          

        

        
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      record
        all the proceedings of the meetings of the corporation and of the Board of
        Directors in a book to be kept for that purpose and shall perform like duties
        for the standing committees when required. He shall give, or cause to be
        given,
        notice of all meetings of the shareholders and special meetings of the Board
        of
        Directors, and shall perform such other duties as may be prescribed by the
        Board
        of Directors or President, under whose supervision he shall be. He shall
        have
        custody of the corporate seal of the corporation and he, or an Assistant
        Secretary, shall have authority to affix the same to any instrument requiring
        it
        and when so affixed, it may be attested by his signature or by the signature
        of
        such Assistant Secretary. The Board of Directors may give general authority
        to
        any other officer to affix the seal of the corporation and to attest the
        affixing by his signature.


      Section
        10. The Assistant Secretary, if there is one, or if there be more than one,
        the
        Assistant Secretaries in the order determined by the Board of Directors,
        shall,
        in the absence or disability of the Secretary, perform the duties and exercise
        the powers of the Secretary and shall perform such other duties and have
        such
        other powers as the Board of Directors may from time to time
        prescribe.


      THE
        TREASURER AND ASSISTANT TREASURERS


      Section
        11. The Treasurer, if there is one, shall have the custody of the corporate
        funds and securities and shall keep full and accurate accounts of receipts
        and
        disbursements in books belonging to the corporation and shall deposit all
        moneys
        and

      



      
        
          
          

        

        
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      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.


      Section
        12. The Treasurer 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 the Board of Directors, at its regular
        meetings, or when the Board of Directors so requires, an account of all his
        transactions as Treasurer and of the financial condition of the
        corporation.


      Section
        13. If required by the Board of Directors, he shall give the corporation
        a bond
        in such sum and with such surety or sureties as shall be satisfactory to
        the
        Board of Directors 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.


      Section
        14. The Assistant Treasurer, if there is one, or, if there shall be more
        than
        one, the Assistant Treasurers in the order determined by the Board of Directors,
        shall, in the absence or disability of the Treasurer, perform the duties
        and
        exercise the powers of the Treasurer and shall perform such other duties
        and
        have such other powers as the Board of Directors may from time to time
        prescribe.


      
        
          
          

        

        
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      ARTICLE
        X.


      CERTIFICATES
        FOR SHARES


      Section
        1. The shares of the corporation shall be represented by certificates signed
        by
        the President and Secretary or such other officers as may be elected or
        appointed, and may be sealed with the seal of the corporation or a facsimile
        thereof.


      When
        the
        corporation is authorized to issue shares of more than one class there shall
        be
        set forth upon the face or back of the certificate, or the certificate shall
        have a statement that the corporation will furnish to any shareholder upon
        request and without charge, a full statement of the designations, preferences,
        limitations and relative rights of the shares of each class authorized to
        be
        issued and, if the corporation is authorized to issue any preferred or special
        class in series, the variations in the relative rights and preferences between
        the shares of each such series so far as the same have been fixed and determined
        and the authority of the Board of Directors to fix and determine the relative
        rights and preferences of subsequent series. When the corporation is authorized
        to issue shares of more than one class, every certificate shall also set
        forth
        upon the face or the back of such certificate a statement that there is set
        forth in the Articles of Incorporation on file in the office of the Secretary
        of
        State a full statement of all the designations, preferences, limitations
        and
        relative rights, including voting rights, of the shares of each class authorized
        to be issued and the corporation will furnish a copy of such statement to
        the
        record holder of the


      
        
          
          

        

        
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      certificate
        without charge on written request to the corporation at its principal place
        of
        business or registered office. Every certificate shall have noted thereon
        any
        information required to be set forth by the Texas Business Corporation Act
        and
        such information shall be set forth in the manner provided in said
        Act.


      Section
        2. The signatures of the officers of the corporation upon a certificate may
        be
        facsimiles if the certificate is countersigned by a transfer agent, or
        registered by a registrar, other than the corporation itself or an employee
        of
        the corporation. 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
        issue.


      LOST
        CERTIFICATES


      Section
        3. The Board of Directors may direct a new certificate to be issued in place
        of
        any certificate theretofore issued by the corporation alleged to have been
        lost
        or destroyed. When authorizing such issue of a new certificate, the Board
        of
        Directors, in its discretion and as a condition precedent to the issuance
        thereof, may prescribe such terms and conditions as it deems expedient, and
        may
        require such indemnities as its deems adequate, to protect the corporation
        from
        any claim that may be made against it with respect to any such certificate
        alleged to have been lost or destroyed.

      



      
        
          
          

        

        
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      TRANSFERS
        OF SHARES


      Section
        4. Upon surrender to the corporation or the transfer agent of the corporation
        of
        a certificate representing shares duly endorsed or accompanied by proper
        evidence of succession, assignment or authority to transfer, a new certificate
        shall be issued to the person entitled thereto, and the old certificate
        cancelled and the transaction recorded upon the books of the
        corporation.


      CLOSING
        OF TRANSFER BOOKS


      Section
        5. 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 payment of any dividend, or in order to make a determination of
        shareholders for any other proper purpose, the Board of Directors may provide
        that the share transfer records shall be closed for a stated period but not
        to
        exceed, in any case, sixty (60) days. If the share transfer records shall
        be
        closed for the purpose of determining shareholders entitled to notice of
        or to
        vote at a meeting of shareholders, such records shall be closed for at least
        ten
        (10) days immediately preceding such meeting. In lieu of closing the share
        transfer records, the Board of Directors may fix in advance a date as the
        record
        date for any such determination of shareholders, such date in any case to
        be not
        more than sixty (60) days and, in case of a meeting of shareholders, not
        less
        than ten (10) days prior to the date on which the particular action, requiring
        such determination of shareholders, is to be taken. If the share transfer
        records are not closed and no


      
        
          
          

        

        
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      record
        date is fixed for the determination of shareholders entitled to notice of
        or to
        vote at a meeting of shareholders, or shareholders entitled to receive payment
        of a dividend, the date on which notice of the meeting is mailed or the date
        on
        which the resolution of the Board of Directors declaring such dividend is
        adopted, as the case may be, shall be the record date for such determination
        of
        shareholders. When a determination of shareholders entitled to vote at any
        meeting of shareholders has been made as provided in this section, such
        determination shall apply to any adjournment thereof.


      REGISTERED
        SHAREHOLDERS


      Section
        6. The corporation shall be entitled to recognize the exclusive right of
        a
        person registered in its share transfer records as the owner of shares to
        receive dividends, and to vote as such owner, and to hold liable for calls
        and
        assessments a person registered on its records as the owner of shares, and
        shall
        not be bound to recognize any equitable or other claim to or interest in
        such
        share or shares on the part of any other person, whether or not it shall
        have
        express or other notice thereof, except as otherwise provided by the laws
        of
        Texas.


      LIST
        OF
        SHAREHOLDERS


      Section
        7. The officer or agent having charge of the transfer books for shares shall
        make, at least ten (10) days before each meeting of shareholders, a complete
        list of the shareholders entitled to vote at such meeting, arranged in
        alphabetical order, with the address of each and the number of


      
        
          
          

        

        
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      shares
        held by each, which list, for a period of ten (10) days prior to such 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. Such list shall also be produced and kept open at the time and place
        of
        the meeting and shall be subject to the inspection of any shareholder during
        the
        whole time of the meeting. The original share ledger or transfer book, or
        a
        duplicate thereof, shall be prima facie evidence as to who are the shareholders
        entitled to examine such list or share ledger or transfer book or to vote
        at any
        meeting of the shareholders.


      ARTICLE
        XI.


      INDEMNIFICATION


      Section
        1.     DEFINITIONS FOR INDEMNIFICATION PROVISIONS. As used
        in this Article XI, the term:


      
        	 	
                (1)

              	
                "Corporation"
                  includes any domestic or foreign predecessor entity of the corporation
                  in
                  a merger, consolidation or other transaction in which the liabilities
                  of
                  the predecessor are transferred to the corporation by operation
                  of law and
                  in any other transaction in which the corporation assumes the liabilities
                  of the predecessor.

              


      

      


      
        	 	
                (2)

              	
                "Director"
                  means an individual who is or was a director of the corporation
                  or an
                  individual who, while a director of the corporation, is or was
                  serving at
                  the corporation's request as a director, officer, partner, venturer,
                  proprietor, trustee,

              


      


      
        
          
          

        

        
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      employee,
        agent, or similar functionary of another foreign or domestic corporation,
        partnership, joint venture, sole proprietorship, trust, employee benefit
        plan,
        or other enterprise.


      
        	 	
                (3)

              	
                "Expenses"
                  include court costs and attorneys'
                  fees.

              


      

      
        	 	
                (4)

              	
                "Official
                  capacity" means

              


      

      (a)  when
        used with respect to a director, the office of director in the corporation,
        and

      (b)  when
        used with respect to a person other than a director, the elective or appointive
        office in the corporation held by the officer or the employment or agency
        relationship undertaken by the employee or agent in behalf of the corporation,
        but

      (c)  in
        both paragraphs (a) and (b) does not include service for any other foreign
        or
        domestic corporation or any partnership, joint venture, sole proprietorship,
        trust, employee benefit plan, or other enterprise.

      
        	 	
                (5)

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

              


      

      Section
        2.      MANDATORY INDEMNIFICATION AGAINST EXPENSES. To
        the extent that a director has been successful, on the merits


      
        
          
          

        

        
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      or
        otherwise, in the defense of any proceeding to which he was a party, or in
        defense of any claim, issue, or matter therein, because he is or was a director
        of the corporation, the corporation shall indemnify the director against
        reasonable expenses incurred by him in connection therewith.


      Section
        3.     AUTHORITY FOR PERMISSIVE
        INDEMNIFICATION


      (a)     Except
        as provided in subsections (c) and (d) of this Section 3, and subject to
        the
        provisions of Section 4 hereof, the corporation may indemnify or obligate
        itself
        to indemnify an individual who was, is, or is threatened to be made a named
        defendant or respondent in a proceeding because he is or was a director against
        liability incurred in the proceeding if: (1)  acting in his official
        capacity as a director of the corporation, he acted in a manner he believed
        in
        good faith to be in the best interests of the corporation and, (2) in all
        other
        cases, his conduct was at least not opposed to the corporation's best interests,
        and (3) in the case of any criminal proceeding, he had no reasonable cause
        to
        believe his conduct was unlawful.


      (b)     The
        termination of a proceeding by judgment, order, settlement, or conviction,
        or
        upon a plea of nolo contendere or its equivalent is not, of itself,
        determinative that the director did not meet the standard of conduct set
        forth
        in subsection (a) of this Section 3. A director shall be deemed to have been
        found liable in respect of any claim, issue or matter only after the director
        shall have been so adjusted by a court of competent jurisdiction after
        exhaustion of all appeals therefrom.


      
        
          
          

        

        
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      (c)     Except
        to the extent permitted by subsection (d) of this Section 3, the corporation
        may
        not indemnify a director under this Section 3:


      
        	 	
                (1)

              	
                In
                  connection with a proceeding by or in the right of the corporation
                  in
                  which the director was adjudged liable to the corporation;
                  or

              


      

      
        	 	
                (2)

              	
                In
                  connection with any other proceeding in which he was adjudged liable
                  on
                  the basis that personal benefit was improperly received by him,
                  whether or
                  not the benefit resulted from an action taken in the person's official
                  capacity.

              


      

      (d)     A
        person may be indemnified under subsection (a) of this Section 3 against
        judgments, penalties (including excise and similar taxes), fines, settlements,
        and reasonable expenses actually incurred by the person in connection with
        the
        proceeding, but if the person is found liable to the corporation or is found
        liable on the basis that personal benefit was improperly received by the
        person,
        the indemnification (1) is limited to reasonable expenses actually incurred
        by
        the person in connection with the proceeding and (2) shall not be made in
        respect of any proceeding in which the person shall have been found liable
        for
        willful or intentional misconduct in the performance of his duty to the
        corporation.


      Section
        4.     DETERMINATION AND AUTHORIZATION OF PERMITTED
        INDEMNIFICATION.

      (a)     The
        corporation may not indemnify a director under Section 3 of this Article
        XI
        unless a determination has been made


      
        
          
          

        

        
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      in
        the
        specific case that indemnification of the director is permissible in the
        circumstances because he has met the standard of conduct set forth in subsection
        (a) of such Section 3.

      
        	 	
                (b)

              	
                The
                  determination required by subsection (a) hereof shall be made:
                  

              


      

      
        	 	
                (1)

              	
                By
                  the Board by majority vote of a quorum consisting of directors
                  not at the
                  time parties to the proceeding; 

              


      

      
        	 	
                (2)

              	
                If
                  a quorum cannot be obtained under paragraph (1) of this subscrtion
                  (b), by
                  majority vote of a committee duly designated by the Board, consisting
                  solely of two or more directors not at the time parties to the
                  proceeding;

              


      

      
        	 	
                (3)

              	
                By
                  special legal counsel:

              


      

      (A)     Selected
        by the Board or its committee in the manner prescribed in paragraph (1) or
        (2)
        of this subsection; or

      (B)     If
        a quorum of the Board cannot be obtained under paragraph (1) of this subsection
        and a committee cannot be designated under paragraph (2) of this subsection,
        selected by majority vote of the full Board; or


      
        	 	
                (4)

              	
                By
                  the shareholders, but shares owned by or voted under the control
                  of
                  directors who are at the time parties to the proceeding may not
                  be voted
                  on the determination.

              


      


      
        
          
          

        

        
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      (c)     Authorization
        of indemnification or an obligation to indemnify and evaluation as to
        reasonableness of expenses shall be made in the same manner as the determination
        that indemnification is permissible, as set forth in subsection (b) hereof,
        except that if such determination is made by special legal counsel,
        authorization of indemnification and evaluation as to reasonableness of expenses
        shall be made by those entitled to select counsel under paragraph (3) of
        subsection (b) of this Section 4.

      Section
        5.     ADVANCES FOR EXPENSES.

      (a)     The
        corporation may pay for or reimburse the reasonable expenses incurred by
        a
        director who is a party to a proceeding in advance of final disposition of
        the
        proceeding, and without the authorization or evaluation specified in subsection
        C of Section 4, if: 


      
        	(1)  	
                The
                  director furnishes the corporation a written affirmation of his
                  good faith
                  belief that he has met the standard set forth in subsection (a)
                  of Section
                  3 of this Article XI; and

              


      

      
        	(2)  	
                The
                  director furnishes the corporation a written undertaking, executed
                  personally or on his behalf, to repay any advances if it is ultimately
                  determined that he is not entitled to indemnification under this
                  Article.

              


      

      (b)     The
        undertaking required by paragraph (2) of subsection (a) of this Section 5
        must
        be an unlimited general obligation of the director but need not be secured
        and
        may be


      
        
          
          

        

        
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      accepted
        without reference to financial ability to make repayment.

      Section
        6.      INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND
        AGENTS. Except as otherwise provided in the Articles of Incorporation, an
        officer of the corporation who is not a director is entitled to mandatory
        indemnification under Section 2 of this Article XI, and is entitled to
        permissive indemnification and advancement of expenses under the standards
        and
        procedures set forth in Section 3 and 4 of this Article XI, to the same extent
        as a director, consistent with public policy.

      Section
        7.     INSURANCE. The corporation may purchase and maintain
        insurance on behalf of an individual who is or was a director, officer,
        employee, or agent of the corporation or who, while a director, officer,
        employee, or agent 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, against liability asserted against or
        incurred by him in that capacity or arising from his status as such a person,
        whether or not the corporation would have power to indemnify him against
        the
        same liability under this Article XI or applicable law. 

      Section
        8.     EXPENSES FOR APPEARANCE AS WITNESS. Nothing contained
        in this Article XI shall be deemed to limit the corporation's power to pay
        or
        reimburse expenses incurred by a


      
        
          
          

        

        
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      director
        or officer in connection with his appearance as a witness in a proceeding
        at a
        time when he has not been made a named defendant or respondent to the
        proceeding. 

      ARTICLE
        XII.

      GENERAL
        PROVISIONS

      DIVIDENDS

      Section
        1. Subject to the provisions of the Articles of Incorporation relating thereto,
        if any, dividends may be declared by the Board of Directors at any regular
        or
        special meeting, pursuant to law. Dividends may be paid in cash, in property
        or
        in shares of the capital stock, subject to any provisions of the Articles
        of
        Incorporation.

      Section
        2. Before payment of any dividend, there may be set aside out of any funds
        of
        the corporation available for dividends such sum or sums as the directors
        from
        time to time, in their absolute discretion, think proper as a reserve fund
        to
        meet contingencies, or for equalizing dividends, or for repairing or maintaining
        any property of the corporation, or for such other purpose as the directors
        shall think conducive to the interest of the corporation, and the directors
        may
        modify or abolish any such reserve in the manner in which it was
        created.

      CHECKS

      Section
        3. 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.


      
        
          
          

        

        
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      FISCAL
        YEAR

      Section
        4. The fiscal year of the corporation shall be fixed by resolution of the
        Board
        of Directors.

      SEAL

      Section
        5. The corporate seal shall have inscribed thereon the name of the corporation,
        the year of its organization and the words "Corporate Seal, Texas". The seal
        may
        be used by causing it or a facsimile thereof to be impressed or affixed or
        in
        any manner reproduced.

      ARTICLE
        XIII.

      AMENDMENTS

      Section
        1. These Bylaws may be altered, amended, or repealed or new Bylaws may be
        adopted by the affirmative vote of a majority of the Board of Directors at
        any
        regular or special meeting of the board subject to repeal or change at any
        regular or special meeting of shareholders at which a quorum is present or
        represented, by the affirmative vote of a majority of the shares entitled
        to
        vote, provided notice of the proposed repeal or change be contained in the
        notice of such meeting.

      Section
        2. These Bylaws may be altered, amended or repealed or new Bylaws may be
        adopted
        at any regular or special meeting of shareholders at which a quorum is present
        or represented, by the affirmative vote of a majority of the shares entitled
        to
        vote, provided notice of the proposed alteration, amendment or repeal be
        contained in the notice of such meeting.

       

       

       

       

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