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                                                                     EXHIBIT 4.2







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                        VERTEX COMMUNICATIONS CORPORATION

                                   EXHIBIT 4.2
                                       TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


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                                TABLE OF CONTENTS

                                CORPORATE BY-LAWS
                                       OF
                        VERTEX COMMUNICATIONS CORPORATION
                              (a Texas corporation)

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SECTION                                           SUBJECT MATTER                                                          PAGE
-------                                           --------------                                                          ----
<S>          <C>                                                                                                          <C>
ARTICLE 1 -- NAME AND OFFICES................................................................................................1

         1.01     Name.......................................................................................................1
         1.02     Registered Office and Agent................................................................................1
                  (1)      Registered Office.................................................................................1
                  (2)      Registered Agent..................................................................................1
                  (3)      Change of Registered Office or Agent..............................................................1
         1.03     Other Offices..............................................................................................1

ARTICLE 2 -- SHAREHOLDERS....................................................................................................2

         2.01     Place of Meetings..........................................................................................2
         2.02     Annual Meetings............................................................................................2
         2.03     Special Meetings...........................................................................................2
         2.04     Notice.....................................................................................................2
         2.05     Voting List................................................................................................3
         2.06     Quorum.....................................................................................................3
         2.07     Requisite Vote.............................................................................................4
         2.08     Withdrawal of Quorum.......................................................................................4
         2.09     Voting at Meeting..........................................................................................4
                  (1)      Voting Power......................................................................................4
                  (2)      Exercise of Voting Power; Proxies.................................................................4
                  (3)      Election of Directors.............................................................................5
         2.10     Record Date; Closing Transfer Books........................................................................5
         2.11     Action Without Meetings....................................................................................5
         2.12     Preemptive Rights..........................................................................................6

ARTICLE 3 -- DIRECTORS.......................................................................................................6

         3.01     Management Powers..........................................................................................6
         3.02     Number and Qualification...................................................................................6
         3.03     Election and Term..........................................................................................7
         3.04     Voting on Directors........................................................................................7
         3.05     Vacancies..................................................................................................7
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<TABLE>

<S>               <C>                                                                                                    <C>    
         3.06     New Directorships..........................................................................................7
         3.07     Removal....................................................................................................8
         3.08     Meetings...................................................................................................8
                  (1)      Place.............................................................................................8
                  (2)      Annual Meeting....................................................................................8
                  (3)      Regular Meetings..................................................................................8
                  (4)      Special Meetings..................................................................................8
                  (5)      Notice and Waiver of Notice.......................................................................8
                  (6)      Quorum............................................................................................9
                  (7)      Requisite Vote....................................................................................9
         3.09     Action Without Meetings....................................................................................9
         3.10     Committees.................................................................................................9
                  (1)      Designation and Appointment.......................................................................9
                  (2)      Members; Terms....................................................................................9
                  (3)      Authority.........................................................................................9
                  (4)      Records..........................................................................................10
                  (5)      Change in Number.................................................................................10
                  (6)      Vacancies........................................................................................10
                  (7)      Removal..........................................................................................10
                  (8)      Meetings.........................................................................................10
                  (9)      Quorum; Requisite Vote...........................................................................10
                  (10)     Compensation.....................................................................................10
                  (11)     Action Without Meetings..........................................................................10
                  (12)     Responsibility...................................................................................10
         3.11     Compensation..............................................................................................11
         3.12     Maintenance of Records....................................................................................11
         3.13     Interested Directors and Officers.........................................................................11

ARTICLE 4 -- NOTICES........................................................................................................12

         4.01     Method of Notice..........................................................................................12
         4.02     Waiver....................................................................................................12

ARTICLE 5 -- OFFICERS AND AGENTS............................................................................................12

         5.01     Designation...............................................................................................12
         5.02     Election of Officers......................................................................................13
         5.03     Qualifications............................................................................................13
         5.04     Term of Office............................................................................................13
         5.05     Authority.................................................................................................13
         5.06     Removal...................................................................................................13
         5.07     Vacancies.................................................................................................14
         5.08     Compensation..............................................................................................14
         5.09     Chairman of the Board.....................................................................................14
         5.10     President.................................................................................................14

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<TABLE>


<S>               <C>                                                                                                       <C>
         5.11     Vice-Presidents...........................................................................................15
         5.12     Secretary.................................................................................................15
         5.13     Assistant Secretaries.....................................................................................15
         5.14     Treasurer.................................................................................................16
         5.15     Assistant Treasurers......................................................................................16

ARTICLE 6 -- INDEMNIFICATION................................................................................................17

         6.01     Third Party Actions.......................................................................................17
         6.02     Derivative Actions........................................................................................18
         6.03     Authorization of Indemnity................................................................................18
         6.04     Indemnification as to Expenses............................................................................19
         6.05     Advance on Expenses.......................................................................................19
         6.06     Nature of Indemnification.................................................................................19
         6.07     Insurance.................................................................................................20

ARTICLE 7 -- STOCK CERTIFICATES AND TRANSFER REGULATIONS....................................................................20

         7.01     Description of Certificates...............................................................................20
         7.02     Delivery..................................................................................................21
         7.03     Signatures................................................................................................21
         7.04     Issuance of Certificates..................................................................................21
         7.05     Payment for Shares........................................................................................21
                  (1)      Consideration....................................................................................21
                  (2)      Valuation........................................................................................22
                  (3)      Effect...........................................................................................22
                  (4)      Allocation of Consideration......................................................................22
         7.06     Subscriptions.............................................................................................22
         7.07     Closing of Transfer Books; Record Date....................................................................22
         7.08     Registered Owners.........................................................................................23
         7.09     Lost, Stolen or Destroyed Certificates....................................................................23
                  (1)      Proof of Loss....................................................................................24
                  (2)      Timely Request...................................................................................24
                  (3)      Bond.............................................................................................24
                  (4)      Other Requirements...............................................................................24
         7.10     Registration of Transfers.................................................................................24
                  (1)      Endorsement......................................................................................24
                  (2)      Guaranty and Effectiveness of Signature..........................................................24
                  (3)      Adverse Claims...................................................................................25
                  (4)      Collection of Taxes..............................................................................25
                  (5)      Additional Requirements Satisfied................................................................25
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<TABLE>


<S>               <C>                                                                                                     <C>
         7.11     Restrictions on Transfer and Legends on Certificates......................................................25
                  (1)      Shares in Classes or Series......................................................................25
                  (2)      Restriction on Transfer..........................................................................25
                  (3)      Pre-Emptive Rights...............................................................................25
                  (4)      Unregistered Securities..........................................................................26

ARTICLE 8 -- GENERAL PROVISIONS.............................................................................................26

         8.01     Dividends.................................................................................................26
                  (1)      Declaration and Payment..........................................................................26
                  (2)      Record Date......................................................................................26
         8.02     Reserves..................................................................................................27
         8.03     Books and Records.........................................................................................27
         8.04     Annual Statement..........................................................................................27
         8.05     Checks and Notes..........................................................................................27
         8.06     Fiscal Year...............................................................................................27
         8.07     Corporate Seal............................................................................................28
         8.08     Resignations..............................................................................................28
         8.09     Amendment of By-Laws......................................................................................28
         8.10     Construction..............................................................................................28
         8.11     Telephone Meetings........................................................................................28
         8.12     Table of Contents; Captions...............................................................................29
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                                     BY-LAWS

                                       OF

                        VERTEX COMMUNICATIONS CORPORATION
                              (a Texas Corporation)


                                    ARTICLE 1

                                NAME AND OFFICES

         1.01 Name. The name of the Corporation is VERTEX COMMUNICATIONS
CORPORATION, hereinafter referred to as the "Corporation".

         1.02 Registered Office and Agent. The Corporation shall establish,
designate and continuously maintain a registered office and agent in the State
of Texas, subject to the following provisions:

                  (1) Registered Office. The Corporation shall establish and
         continuously maintain in the State of Texas a registered office which
         may be, but need not be, the same as its place of business.

                  (2) Registered Agent. The Corporation shall designate and
         continuously maintain in the State of Texas a registered agent, which
         agent may be either an individual resident of the State of Texas whose
         business office is identical with such registered office, or a domestic
         corporation or a foreign corporation authorized

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to transact business in the State of Texas, having a business office identical
with such registered office.

                  (3) Change of Registered Office or Agent. The Corporation may
         change its registered office or change its registered agent, or both,
         upon the filing in the Office of the Secretary of State of the State of
         Texas of a statement setting forth the facts required by law, and
         executed for the Corporation by its President or a Vice-President, and
         verified by such officer.

         1.03 Other Offices. The Corporation may also have offices at such other
places within and without .he State of Texas as the Board of Directors may, from
time to time, determine the business of the Corporation may require.

                                    ARTICLE 2

                                  SHAREHOLDERS

         2.01 Place of Meetings. Each meeting of the shareholders of the
Corporation is to be held at the principal offices of the Corporation or at such
other place, either within or without the State of Texas, as may be specified in
the notice of the meeting or in a duly executed waiver of notice thereof.

         2.02 Annual Meetings. The annual meeting of the shareholders for the
election of Directors and for the transaction

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of such other business as may properly come before the meeting shall be held
within one hundred twenty (120) days after the close of the fiscal year of the
Corporation on a day during such period to be selected by the Board of
Directors; provided, however, that the failure to hold the annual meeting within
the designated period of time or on the designated date shall not work a
forfeiture or dissolution of the Corporation.

         2.03 Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, may be called by the Chairman of the Board or the
President. Special meetings of the shareholders shall be called by the President
or Secretary at the request in writing of a majority of the Board of Directors,
or at the request in writing of shareholders owning ten per cent (10%) of the
capital stock of the Corporation issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting and the
business to be transacted at any such special meeting of shareholders, and shall
be limited to the purposes stated in the notice therefor.

         2.04 Notice. Written or printed notice of the meeting stating the
place, day and hour of the meeting, and in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten

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(10) nor more than fifty (50) days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman of the Board or
the President, the Secretary or a majority of the members of the Board of
Directors calling the meeting, to each shareholder of record entitled to vote at
such meeting as determined in accordance with the provisions of Section 2.10
hereof. If mailed, such notice shall be deemed to be delivered when deposited in
the United States Mail, with postage thereon prepaid, addressed to the
shareholder entitled thereto at his address as it appears on the stock transfer
books of the Corporation.

         2.05 Voting List. The officer or agent having charge and custody of the
stock transfer books of the Corporation, shall prepare, 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 and containing
the address and number of voting shares held by each, which list shall be kept
on file at the registered office of the Corporation for a period of not less
than ten (10) days prior to such meeting 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 entire time of the

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meeting. The original share ledger or transfer book, or a duplicate thereof,
shall be prima facie evidence as to identity of the shareholders entitled to
examine such list or share ledger or transfer book and to vote at any such
meeting of the shareholders.

         2.06 Quorum. The holders of a majority of the shares of the capital
stock issued and outstanding and entitled to vote thereat, represented in person
or by proxy, shall be requisite and 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 or by these By-Laws. If, however,
such quorum shall not be present or represented at any such 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
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.

         2.07 Requisite Vote. If a quorum is present at any meeting, the vote of
the holders of a majority of the shares of capital stock having voting power,
present in person or

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represented by proxy, shall determine any question brought before such meeting,
unless the question is one upon which, by express provision of the statutes or
of the Articles of Incorporation or of these By-Laws, a different vote shall be
required, in which case such express provision shall govern and control the
determination of such question.

         2.08 Withdrawal of Quorum. If a quorum is present at the time of
commencement of any meeting, the shareholders present at such duly convened
meeting may continue to transact any business which may properly come before
said meeting until adjournment thereof, notwithstanding the withdrawal from such
meeting of sufficient holders of the shares of capital stock entitled to vote
thereat to leave less than a quorum remaining.

         2.09 Voting at Meeting. Voting at meetings of shareholders shall be
conducted and exercised subject to the following procedures and regulations:

                  (1) Voting Power. In the exercise of voting power with respect
         to each matter properly submitted to a vote at any meeting of
         shareholders, each shareholder of the capital stock of the Corporation
         having voting power shall be entitled to one (1) vote for each such
         share held in his name on the books of the Corporation, except to the
         extent otherwise specified by the Articles of Incorporation.

                  (2) Exercise of Voting Power; Proxies. At any meeting of the
         shareholders, every holder of the shares of capital stock of the
         Corporation entitled to vote at such meeting may vote either in person,
         or by proxy duly

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appointed by instrument in writing subscribed by such shareholder or by his duly
authorized attorney-in-fact; provided, however, no such appointment of proxy
shall be valid after the expiration of eleven (11) months from the date of
execution of such written instrument of appointment, unless otherwise stated
therein. A proxy shall be revocable unless expressly designated therein as
irrevocable or unless otherwise made irrevocable by law. Each proxy shall be
filed with the Secretary of the Corporation prior to or at the time of the
meeting. Voting for directors shall be in accordance with the provisions of
paragraph (3) below of this Section 2.09. Any vote may be taken by voice vote or
by show of hands unless someone entitled to vote at the meeting objects, in
which case written ballots shall be used.

                  (3) Election of Directors. In all elections of Directors
         cumulative voting shall be permissible, unless expressly denied by the
         Articles of Incorporation. If cumulative voting is so permissible, each
         shareholder of the capital stock of the Corporation entitled to vote at
         any such election shall have the right to cast, in person or by proxy,
         as many votes as shall equal the number of votes (except for these
         provisions as to cumulative voting) such shareholder would be entitled
         to cast for the election of Directors with respect to his shares
         multiplied by the number of Directors to be elected, and such
         shareholder may cast all such votes for a single Director, or may
         distribute such votes among the number of Directors to be voted for, or
         any two (2) or more of them, as such shareholder may deem appropriate.

         2.10 Record Date; Closing Transfer Books. As more specifically provided
in Article 7, Section 7.07 hereof, the Board of Directors may fix in advance a
record date for the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such record date to be not less than ten
(10) nor more than fifty (50) days prior to such meeting, or the Board of
Directors may close the stock transfer books for such purpose for a period of
not less than

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ten (10) nor more than fifty (50) days prior to such meeting. In the absence of
any action by the Board of Directors, the date upon which the notice of the
meeting is mailed shall be deemed the record date.

         2.11 Action Without Meetings. Any action permitted or required to be
taken at a meeting of the shareholders of the Corporation 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 of the capital stock of the Corporation
entitled to vote with respect to the subject matter thereof, and such written
consent shall have the same force and effect as a unanimous vote of the
shareholders thereon. Any such executed written consent, or an executed
counterpart thereof, shall be placed in the minute book of the Corporation.

         2.12 Preemptive Rights. Unless otherwise determined by the Board of
Directors in the manner provided under the Texas Business Corporation Act, as
amended, no holder of shares of capital stock of the Corporation shall, as such
holder, have any right to purchase or subscribe for any capital stock of any
class which the Corporation may issue or sell, whether or not exchangeable for
any capital stock of the Corporation of any class or classes, whether issued out
of unissued shares authorized by the Articles of Incorporation, as amended, or

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out of shares of capital stock of the Corporation acquired by after the issue
thereof; nor, unless otherwise determined by the Board of Directors in the
manner provided under the Texas Business Corporation Act, as amended, shall any
holder of shares of capital stock of the Corporation, as such holder, have any
right to purchase, acquire or subscribe for any securities which the Corporation
may issue or sell whether or not convertible into or exchangeable for shares of
capital stock of the Corporation of any class or classes, and whether or not any
such securities have attached or appurtenant thereto warrants, options or other
instruments which entitle the holders thereof to purchase, acquire or subscribe
for shares of capital stock of any class or classes.

                                    ARTICLE 3

                                    DIRECTORS

         3.01 Management Powers. 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 By-Laws directed or required to be
exercised or done by the shareholders.

         3.02 Number and Qualification. The Board of Directors shall consist of
not less than one (1) member nor more than

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five (5) members; provided, however, the initial Board of Directors shall
consist of one (1) member. Directors need not be residents of the State of Texas
nor shareholders of the Corporation. Each Director shall qualify as a Director
following election as such by agreeing to act or acting in such capacity. The
number of Directors may be increased or decreased from time to time by
resolution of the Board of Directors or shareholders without the necessity of a
written amendment to the By-Laws of the Corporation; provided, however, no
decrease shall have the effect of shortening the term of any incumbent Director.

         3.03 Election and Term. Members of the Board of Directors shall hold
office until the annual meeting of shareholders and until their successors shall
have been elected and qualified at the annual meeting of the shareholders, the
shareholders shall elect Directors to hold office until the next succeeding
annual meeting. Each Director shall hold office for the term for which he is
elected, and until his successor shall be elected and qualified.

         3.04 Voting on Directors. Directors shall be elected by plurality vote.
Cumulative voting in the election of Directors is expressly prohibited.


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         3.05 Vacancies. Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining Directors then in
office, though less than a quorum of the Board of Directors. For purposes of
these By-Laws, a "vacancy" shall be defined as an unfilled directorship arising
by virtue of the death, resignation or removal of a Director theretofore duly
elected to serve in such capacity in accordance with the relevant provisions of
these By-Laws. A Director elected to fill a vacancy shall be elected for the
unexpired portion of the term of his predecessor in office.

         3.06 New Directorships. Any directorship to be filled by reason of an
increase in the number of Directors actually serving as such shall be filled by
election at an annual meeting of the shareholders or at a special meeting of
shareholders called for that purpose, or by the Board of Directors for a term of
office continuing only until the next election of one or more Directors by the
shareholders, provided that the Board of Directors may not fill more than two
(2) such directorships during the period between any two (2) successive annual
meetings of shareholders.

         3.07 Removal. Any Director may be removed either for or without cause
at any duly convened special or annual meeting of shareholders, by the
affirmative vote of a majority in

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number of shares of the shareholders present in person or by proxy at any
meeting and entitled to vote for the election of such Director, provided notice
of intention to act upon such matter shall have been given in the notice calling
such meeting.

         3.08 Meetings. The meetings of the Board of Directors shall be held and
conducted subject to the following regulations:

                  (1) Place. Meetings of the Board of Directors of the
         Corporation, annual, regular or special, are to be held at the
         principal office or place of business of the Corporation, or such other
         place, either within or without the State of Texas, as may be specified
         in the respective notices, or waivers of notice, thereof.

                  (2) Annual Meeting. The Board of Directors shall meet each
         year immediately after the annual meeting of the shareholders, at the
         place where such meeting of the shareholders has been held (either
         within or without the State of Texas), for the purpose of
         organizations, election of officers, and consideration of any other
         business that may properly be brought before the meeting. No notice of
         any kind to either old or new members of the Board of Directors for
         such annual meeting shall be required.

                  (3) Regular Meetings. Regular meetings of the Board of
         Directors may be held without notice at such time and at such place or
         places as shall from time to time be determined and designated by the
         Board.

                  (4) Special Meetings. Special meetings of the Board of
         Directors may be called by the Chairman of the Board or the President
         of the Corporation on notice of two (2) days to each Director either
         personally or by mail or by telegram; special meetings shall be called
         by the Chairman of the Board or the President or Secretary in like
         manner and on like notice on the written request of two (2) Directors.



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                  (5) Notice and Waiver of Notice. 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 meeting of the Board of Directors need be specified in
         the notice or waiver of notice of such meeting.

                  (6) Quorum. At all meetings of the Board of Directors, a
         majority of the number of Directors fixed by these By-Laws shall
         constitute a quorum for the transaction of business, until a greater
         number is required by law 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 time, without
         notice other than announcement at the meeting, until a quorum shall be
         present.

                  (7) Requisite Vote. 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 or by these By-Laws.

         3.09 Action Without Meetings. Unless otherwise restricted by the
Articles of Incorporation or these ByLaws, any action required or permitted by
law to be taken at any meetings of the Board of Directors, or any committee
thereof, may be taken without a meeting, if prior to such action a written
consent thereto is signed by all members of the Board or of such committee, as
the case may be, and such written consent is filed in the minutes or proceedings
of the Board of Directors or committee.


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         3.10 Committees. Committees designated and appointed by the Board of
Directors shall function subject to and in accordance with the following
regulations and procedures:

                  (1) Designation and Appointment. The Board of Directors may,
         by resolution adopted by a majority of the entire Board, designate and
         appoint one or more committees under such name or names and for such
         purpose or function as may be deemed appropriate.

                  (2) Members; Terms. Each Committee thus designated and
         appointed shall consist of two or more of the Directors of the
         Corporation, one of whom, in the case of the Executive Committee, shall
         be the President. The members of any such committee shall serve at the
         pleasure of and subject to the discretion of the Board of Directors.

                  (3) Authority. Each Committee, to the extent provided in the
         resolution of the Board creating same, shall have and may exercise such
         of the powers and authority of the Board of Directors in the management
         of the business and affairs of the Corporation as the Board of
         Directors may direct and delegate, except, however, those matters which
         are required by statute to be reserved unto or acted upon by the entire
         Board of Directors.

                  (4) Records. Each such Committee shall keep and maintain
         regular records or minutes of its meetings and report the same to the
         Board of Directors when required.

                  (5) Change in Number. The number of members of any Committee
         appointed by the Board of Directors, as herein provided, may be
         increased or decreased (but not below two) from time to time by
         appropriate resolution adopted by a majority of the entire Board of
         Directors.

                  (6) Vacancies. Vacancies in the membership of any committee
         designated and appointed hereunder shall be filled by the Board of
         Directors, at a regular or special meeting of the Board of Directors,
         in a manner consistent with the provisions of this Section 3.10.

                  (7) Removal. Any member of any committee appointed hereunder
         may be removed by the Board of

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Directors by the affirmative vote of a majority of the entire Board, whenever in
its judgment the best interests of the Corporation will be served thereby.

                  (8) Meetings. The time, place and notice (if any) of committee
         meetings shall be determined by the members of such committee.

                  (9) Quorum; Requisite Vote. At meetings of any committee
         appointed hereunder, a majority of the number of members designated by
         the Board of Directors shall constitute a quorum for the transaction of
         business. The act of a majority of the members of the committee present
         at any meeting at which a quorum is present shall be the act of such
         committee, except as otherwise specifically provided by statute or by
         the Articles of Incorporation or by these By-Laws. If a quorum is not
         present at a meeting of such committee, the members of such committee
         present may adjourn the meeting from time to time, without notice other
         than an announcement at the meeting, until a quorum is present.

                  (10) Compensation. Appropriate compensation for members of any
         committee appointed pursuant to the authority hereof may be authorized
         by the action of a majority of the entire Board of Directors pursuant
         to the provisions of Section 3.11 hereof.

                  (11) Action Without Meetings. Any action required or permitted
         to be taken at a meeting of any committee may be taken without a
         meeting if a consent in writing, setting forth the action so taken, is
         signed by all members of such committee. Such consent shall have the
         same force and effect as a unanimous vote at a meeting. The signed
         consent, or a signed copy, shall become a part of the record of such
         committee.

                  (12) Responsibility. Notwithstanding any provision to the
         contrary herein, the designation and appointment of a 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.

         3.11 Compensation. By appropriate resolution of the Board of Directors,
the Directors may be reimbursed their

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expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum (as determined from time to time by the vote of a
majority of the Directors then in office) for attendance at each meeting of the
Board of Directors or a stated salary as Director. No such payment shall
preclude any Director from serving the Corporation in another capacity and
receiving compensation therefor. Members of special or standing committees may,
by appropriate resolution of the Board of Directors, be allowed similar
reimbursement of expenses and compensation for attending committee meetings.

         3.12 Maintenance of Records. The Directors may keep the books and
records of the Corporation, except such as are required by law to be kept within
the State, outside the State of Texas or at such place or places as they may,
from time to time, determine.

         3.13 Interested Directors and Officers. Any contract or other
transaction between the Corporation and one or more of its Directors or
officers, or between the Corporation and any firm of which one or more of its
Directors or officers are members or employees, or in which they are interested,
or between the Corporation and any corporation or association of which one or
more of its Directors or officers are shareholders, members, directors,
officers, or employees, or in which

                                      -16-

<PAGE>   22



they are interested, shall be valid for all purposes, notwithstanding the
presence of such Director or Directors or officer or officers at the meeting of
the Board of Directors of the Corporation, which acts upon, or in reference to,
such contract, or transaction, and notwithstanding his or their participation in
such act, if the fact of such interest shall be disclosed or known to the Board
of Directors and the Board of Directors shall, nevertheless, authorize, approve
and ratify such contract or transaction by a vote of a majority of the Directors
present, such interested Director or Directors to be counted in determining
whether a quorum is present, but not to be counted in calculating the majority
of such quorum necessary to carry such vote. The provisions of this Section
shall not be construed to invalidate any contract or other transaction which
would otherwise be valid under the common and statutory law applicable thereto.

                                    ARTICLE 4

                                     NOTICES

         4.01 Method of Notice. Whenever under the provisions of the Texas
Business Corporation Act or of the Articles of Incorporation or of these
By-Laws, 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

                                      -17-

<PAGE>   23



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 or shareholders may also be given by telegram.

         4.02 Waiver. Whenever any notice whatever is required to be given under
the provisions of the Texas Business Corporation Act or under the provisions of
the Articles of Incorporation or these By-Laws, 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. Attendance by such person or persons, whether in person or by proxy, at
any meeting requiring notice shall constitute a waiver of notice of such
meeting, except as provided in Section 3.08(5) hereof.

                                    ARTICLE 5

                               OFFICERS AND AGENTS

         5.01 Designation. The officers of the Corporation shall be chosen by
the Board of Directors and shall consist of the offices of:

                  (1)    President, Vice-President, Secretary and Treasurer; and



                                      -18-

<PAGE>   24



                  (2) Such other offices and officers (including a Chairman of
         the Board and additional Vice-Presidents) and assistant officers and
         agents as the Board of Directors shall deem necessary.

         5.02 Election of Officers. Each officer designated in Section 5.01(1)
hereof shall be elected by the Board of Directors on the expiration of the term
of office of such officer, as herein provided, or whenever a vacancy exists in
such office. Each officer or agent designated in Section 5.01(2) above may be
elected by the Board at any meeting.

         5.03 Qualifications. No officer or agent need be a shareholder of the
Corporation or a resident of Texas. No officer or agent is required to be a
Director, except the Chairman of the Board. Any two or more offices may be held
by the same person, except that the office of the President and the office of
the Secretary shall not be held by the same person.

         5.04 Term of Office. Unless otherwise specified by the Board of
Directors at the time of election or appointment, or by the express provisions
of an employment contract approved by the Board, the term of office of each
officer and each agent shall expire on the date of the first meeting of
Directors next following the annual meeting of shareholders each year. Each such
officer or agent shall serve until the

                                      -19-

<PAGE>   25



expiration of the term of his office or, if earlier, his death, resignation or
removal.

         5.05 Authority. Officers and agents shall have such authority and
perform such duties in the management of the Corporation as are provided in
these By-Laws or as may be determined by resolution of the Board of Directors
not inconsistent with these By-Laws.

         5.06 Removal. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the
best interests of the Corporation will be served thereby. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.

         5.07 Vacancies. Any vacancy occurring in any office of the Corporation
(by death, resignation, removal or otherwise) shall be filled by the Board of
Directors.

         5.08 Compensation. The compensation of all officers and agents of the
Corporation shall be fixed from time to time by the Board of Directors.

         5.09 Chairman of the Board. If a Chairman of the Board is elected, he
shall be chosen from among the Directors and shall be the chief executive and
principal officer of the

                                      -20-

<PAGE>   26



Corporation. He shall have the power to call special meetings of the
shareholders and of the Directors for any purpose or purposes, and he shall
preside at all meetings of the shareholders and of the Board of Directors,
unless he shall be absent or unless he shall, at his election, designate the
President to preside in his stead. The Chairman of the Board shall be
responsible for the operations and business affairs of the Corporation and shall
possess all of the powers granted by the By-Laws to the President, including the
power to make and sign contracts and agreements in the name and on behalf of the
Corporation. He shall, in general, have supervisory power over the President and
all other officers and the business activities of the Corporation, subject to
the discretion of the Board of Directors.

         5.10 President. Subject to the supervision of the Chairman of the
Board, or in the absence of the election of a Chairman of the Board, 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 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. The President shall execute
bonds, mortgages and other contracts requiring

                                      -21-

<PAGE>   27



seal, under the seal of the Corporation, except where required or permitted by
law to be otherwise executed and except where the execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation. The President shall perform such other duties and possess such
other authority and powers as the Board of Directors may from time to time
prescribe.

         5.11 Vice-Presidents. The Vice-President, or if there shall be more
than one, the Vice-Presidents in the order determined by a majority vote of the
Board of Directors, shall, in the prolonged absence or disability of the
President (and Chairman of the Board, if one is elected), 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
or the chief executive officer may from time to time delegate.

         5.12 Secretary. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders of the Corporation and record all
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be maintained for that purpose and shall perform like duties for the
standing committees when required. The Secretary shall give, or cause to be
given, notice of all meetings of the shareholders and special meetings of the

                                      -22-

<PAGE>   28



Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors, the Chairman of the Board, or President. 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.

         5.13 Assistant Secretaries. The Assistant Secretary, 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 or the chief executive officer may from time to time delegate.

         5.14 Treasurer. The Treasurer 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 other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the

                                      -23-

<PAGE>   29



Board of Directors. 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 Chairman of the Board, if
one is elected) 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 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, all books, papers, vouchers, money, and other property of whatever kind
in his possession or under his control owned by the Corporation. The Treasurer
shall perform such other duties and have such other authority and powers as the
Board of Directors may from time to time prescribe or as the chief executive
officer may from time to time delegate.

         5.15 Assistant Treasurers. The Assistant Treasurer, 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

                                      -24-

<PAGE>   30



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 or as the chief executive officer may from time to time delegate.

                                    ARTICLE 6

                                 INDEMNIFICATION

         6.01 Third Party Actions. Pursuant to, but cumulative of, the
provisions of the Texas Business Corporation Act, as amended, and the Articles
of Incorporation, the Board of Directors shall have the power and authority to
indemnify and hold harmless each Director or officer of the Corporation, or of
any other corporation for which such Director or officer has been requested to
serve by the Corporation, who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, claim, suit or proceeding,
whether civil, criminal, administrative, or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that such
individual is or was a Director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director or officer of another
corporation, against judgments, penalties (including excise and similar taxes),
fines, amounts paid in settlement and reasonable expenses (including court costs
and attorneys' fees) actually incurred by such person in connection with

                                      -25-

<PAGE>   31



such action, suit or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
such action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

         6.02 Derivative Actions. The Corporation shall have the power and
authority to indemnify and hold harmless any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that such person is or was a Director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
Director or officer of another corporation, against reasonable expenses
(including court costs and attorneys' fees) actually incurred by such person in
connection with the defense or settlement of such action or suit if such person
acted in good faith and

                                      -26-

<PAGE>   32



manner he reasonably believed to be in or not opposed to the best interests of
the Corporation.

         6.03 Authorization of Indemnity. Any indemnification under the
foregoing Sections 6.01 and 6.02 (unless ordered by the court) shall be made by
the Corporation only as authorized in the specific case upon a determination
that indemnification of such Director or officer is proper in the circumstances
by virtue of the fact that it shall have been determined that such person has
met the applicable standard of conduct set forth in either or such Sections, as
the case may be. Such determination shall be made (1) by a majority vote of a
quorum consisting of Directors who at the time of the vote are not named
defendants or respondents in the proceeding; (2) if such a quorum cannot be
obtained, by a majority vote of a committee of the Board of Directors,
designated to act in the matter by a majority vote of all Directors, consisting
solely of two (2) or more Directors who at the time of the vote are not named
defendants and respondents in the proceeding; (3) by special legal counsel (in a
written opinion) selected by the Board of Directors or a committee of the Board
by a vote as set forth in Subsection (1) or (2) of this Section, or, if such a
quorum cannot be obtained and such committee cannot be established, by a
majority vote of all Directors; or (4) by the shareholders of the Corporation in
a

                                      -27-

<PAGE>   33



vote that excludes the shares held by Directors who are named defendants or
respondents in the proceeding.

         6.04 Indemnification as to Expenses. To the extent that a Director or
officer of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in the foregoing Sections
6.01 and 6.02, or in defense of any claim, issue or matter therein, such person
shall be indemnified and held harmless against expenses (including attorney's
fees) actually and reasonably incurred by him in connection therewith.

         6.05 Advance on Expenses. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case after (1) the Corporation receives a
written affirmation by such Director or officer of his good faith belief that he
has met the standard of conduct necessary for indemnification under Sections
6.01 or 6.02 hereof, as applicable, and a written undertaking by or on behalf of
such Director or officer to repay the amount paid or reimbursed if it is
ultimately determined that he has not met those requirements; and (2) a
determination that the facts then known to those making the determination would
not preclude indemnification under the provisions of the Texas Business
Corporation Act and these By-Laws.


                                      -28-

<PAGE>   34



         6.06 Nature of Indemnification. The indemnification provided hereunder
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under the Articles of Incorporation, By-Laws,
any agreement, vote of shareholders or disinterested Directors or otherwise,
both as to action in his official capacity and as to action in any other
capacity while holding such office, and shall continue as to a person who has
ceased to be a Director or officer and shall inure to the benefit of the heirs,
executors and administrators of such person.

         6.07 Insurance. The Corporation shall have the power and authority to
purchase and maintain insurance on behalf of any person who is or was a
Director, officer employee or agent of the Corporation, or who 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,
or other enterprise, or employee benefit plan against any liability, claim,
damage, loss or risk asserted against such person and incurred by such person in
any such capacity, or arising out of the status of such person as such,
irrespective of whether the Corporation would have the power to indemnify and

                                      -29-

<PAGE>   35



hold such person harmless against such liability under the provisions hereof.

                                    ARTICLE 7

                             STOCK CERTIFICATES AND
                              TRANSFER REGULATIONS

         7.01 Description of Certificates. The shares of the capital stock of
the Corporation shall be represented by certificates in the form approved by the
Board of Directors and signed in the name of the Corporation by the President or
a Vice-President and the Secretary or an Assistant Secretary of the Corporation,
and sealed with the seal of the Corporation or a facsimile thereof. Each
certificate shall state on the face thereof the name of the holder, the number
and class of shares, the par value of shares covered thereby or a statement that
such shares are without par value, and such other matters as are required by
law. At such time as the Corporation may be authorized to issue shares of more
than one class, every certificate shall set forth upon the face or back of such
certificate a statement of the designations, preferences, limitations and
relative rights of the shares of each class authorized to be issued, as required
by the laws of the State of Texas.

         7.02 Delivery. Every holder of the capital stock in the Corporation
shall be entitled to have a certificate signed in the name of the Corporation by
the President or a

                                      -30-

<PAGE>   36



Vice-President and the Secretary or an Assistant Secretary of the Corporation,
certifying the class of capital stock and the number of shares represented
thereby as owned or held by such shareholder in the Corporation.

         7.03 Signatures. The signatures of the President, Vice-President,
Secretary or Assistant Secretary upon a certificate may be facsimiles if the
certificate is countersigned (l) by a transfer agent or an assistant transfer
agent, or (2) by a transfer clerk acting on behalf of the Corporation and a
registrar. In case any officer or officers who have signed, or whose facsimile
signature or signatures have been placed upon any such certificate or
certificates, shall cease to serve as such officer or officers of the
Corporation, whether because of death, resignation, removal or otherwise, before
such certificate or certificates are issued and delivered by the Corporation,
such certificate or certificates may nevertheless be adopted by the Corporation
and be issued and delivered with the same effect as though the person or persons
who signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to serve as such officer or
officers of the Corporation.

         7.04 Issuance of Certificates. Certificates evidencing shares of its
capital stock (both treasury and authorized but unissued) may be issued for such
consideration (not less than

                                      -31-

<PAGE>   37



par value) and to such persons as the Board of Directors may determine from time
to time. Shares shall not be issued until the full amount of the consideration,
fixed as provided by law, has been paid.

         7.05 Payment for Shares. Consideration for the issuance of shares shall
be paid, valued and allocated as follows:

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

                  (2) Valuation. In the absence of fraud in the transaction, the
         determination of the Board of Directors as to the value of
         consideration received shall be conclusive.

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

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

         7.06 Subscriptions. Unless otherwise provided in the subscription
agreement, subscriptions of shares, whether made before or after organization of
the Corporation, shall be paid in full in such installments and at such times as
shall be determined by the Board of Directors. Any call made by the Board of
Directors for payment on subscriptions shall be

                                      -32-

<PAGE>   38



uniform as to all shares of the same class and series. In case of default in the
payment of any installment or call when payment is due, the Corporation may
proceed to collect the amount due in the same manner as any debt due to the
Corporation.

         7.07 Closing of Transfer Books; Record Date. 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 stock transfer books
shall be closed for a stated period of time not to exceed, in any case, fifty
(50) days. If the stock transfer books shall be closed for the purpose of
determining shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the stock transfer books,
as aforesaid, 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 fifty (50) 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 stock transfer books
are not closed and the record date is fixed for the determination of
shareholders entitled to notice of

                                      -33-

<PAGE>   39



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 be applied to any adjournment thereof except where the
determination has been made through the closing of the stock transfer books and
the stated period of closing has expired.

         7.08 Registered Owners. Prior to due presentment for registration of
transfer of a certificate evidencing shares of the capital stock of the
Corporation in the manner set forth in Section 7.10 hereof, the Corporation
shall be entitled to recognize the person registered as the owner of such shares
on its books (or the books of its duly appointed transfer agent, as the case may
be) as the person exclusively entitled to vote, to receive notices and dividends
with respect to, and otherwise exercise all rights and powers relative to such
shares; and the Corporation shall not be bound or otherwise obligated to
recognize any claim, direct or indirect, legal or equitable, to such shares by
any other person, whether or not it shall have actual, express or other

                                      -34-

<PAGE>   40



notice thereof, except as otherwise provided by the laws of Texas.

         7.09 Lost, Stolen or Destroyed Certificates. The Corporation shall
issue a new certificate in place of any certificate for shares previously issued
if the registered owner of the certificate satisfies the following conditions:

                  (1) Proof of Loss. Submits proof in affidavit form
         satisfactory to the Corporation that such certificate has been lost,
         destroyed or wrongfully taken; and

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

                  (3) Bond. Gives a bond in such form, and with such surety or
         sureties, with fixed or open penalty, as the Corporation may direct, to
         indemnify the Corporation (and its transfer agent and registrar, if
         any) against any claim that may be made or otherwise asserted by virtue
         of the alleged loss, destruction, or theft of such certificate or
         certificates; and

                  (4) Other Requirements. Satisfies any other reasonable
         requirements imposed by the Corporation.

In the event a certificate has been lost, apparently destroyed or wrongfully
taken, and the registered owner of record fails to notify the Corporation within
a reasonable time after he has notice of such loss, destruction, or wrongful
taking, and the Corporation registers a transfer (in the manner hereinbelow set
forth) of the shares represented by the certificate before receiving such
notification, such prior registered owner of record shall be precluded from

                                      -35-

<PAGE>   41



making any claim against the Corporation for the transfer required hereunder or
for a new certificate.

         7.10 Registration of Transfers. Subject to the provisions hereof, the
Corporation shall register the transfer of a certificate evidencing shares of
its capital stock presented to it for transfer if:

                  (1) Endorsement. Upon surrender of the certificate to the
         Corporation (or its transfer agent, as the case may be) for transfer,
         the certificate (or an appended stock power) is properly endorsed by
         the registered owner, or by his duly authorized legal representative or
         attorney-in-fact, with proper written evidence of the authority and
         appointment of such representative, if any, accompanying the
         certificate; and

                  (2) Guaranty and Effectiveness of Signature. The signature of
         such registered owner or his legal representative or attorney-in-fact,
         as the case may be, has been guaranteed by a national banking
         association or member of the New York Stock Exchange, and reasonable
         assurance in a form satisfactory to the Corporation is given that such
         endorsements are genuine and effective; and

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

                  (4) Collection of Taxes. Any applicable law (local, state or
         federal) relating to the collection of taxes relative to the
         transaction has been complied with; and

                  (5) Additional Requirements Satisfied. Such additional
         conditions and documentation as the Corporation (or its transfer agent,
         as the case may be) shall reasonably require, including without
         limitation there to, the delivery with the surrender of such stock
         certificate or certificates proper evidence of succession, assignment
         or other authority to obtain transfer thereof, as the circumstances may
         require, and such legal opinions with reference to the requested
         transfer as shall be required by the Corporation (or its transfer

                                      -36-

<PAGE>   42



         agent) pursuant to the provisions of these By-Laws and applicable law,
         shall have been satisfied.
 
         7.11     Restrictions on Transfer and Legends on Certificates.

                  (1) Shares in Classes or Series. If the Corporation is
         authorized to issue shares of more than one class, the certificate
         shall set forth, either on the face or back of the certificate, a full
         or summary statement of all of the designation, preferences,
         limitations, and relative rights of the shares of such class and, if
         the Corporation is authorized to issue any preferred or special class
         in series, the variations in the relative rights and preferences of 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. In
         lieu of providing such a statement in full on the certificate, a
         statement on the face or back of the certificate may provide that the
         Corporation will furnish such information to any shareholder without
         charge upon written request to the Corporation at its principal place
         of business or registered office and that copies of the information are
         on file in the office of the Secretary of State.

                  (2) Restriction on Transfer. Any restrictions imposed by the
         Corporation on the sale or other disposition of its shares and on the
         transfer thereof must be copied at length or in summary form on the
         face, or so copied on the

                                      -37-

<PAGE>   43



back and referred to on the face, of each certificate representing shares to
which the restriction applies. The certificate may however state on the face or
back that such a restriction exists pursuant to a specified document and that
the Corporation will furnish a copy of the document to the holder of the
certificate without charge upon written request to the Corporation at its
principal place of business.

                  (3) Pre-Emptive Rights. Any preemptive rights of a shareholder
         to acquire unissued or treasury shares of the Corporation which are
         limited or denied by the Articles of Incorporation must be set forth at
         length on the face or back of the certificate representing shares
         subject thereto. In lieu of providing such a statement in full on the
         certificate, a statement on the face or back of the certificate may
         provide that the Corporation will furnish such information to any
         shareholder without charge upon written request to the Corporation at
         its principal place of business and that a copy of such information is
         on file in the office of the Secretary of State.

                  (4) Unregistered Securities. Any security of the Corporation,
         including, among others, any certificate evidencing shares of the
         Common Stock or warrants to purchase Common Stock of the Corporation,
         which is issued to any person without registration under the Securities
         Act of 1933, as amended, or the Blue Sky laws of any state, shall not
         be transferable until the Corporation has been furnished with a

                                      -38-

<PAGE>   44



legal opinion of counsel with reference thereto, satisfactory in form and
content to the Corporation and its counsel, to the effect that such sale,
transfer or pledge does not involve a violation of the Securities Act of 1933,
as amended, or the Blue Sky laws of any state having jurisdiction. The
certificate representing the security shall bear substantially the following
legend:

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE BLUE
                  SKY LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR
                  TRANSFERRED UNLESS SUCH OFFER, SALE OR TRANSFER WILL NOT BE IN
                  VIOLATION OF THE SECURITIES ACT OF 1933 OR ANY APPLICABLE BLUE
                  SKY LAWS. ANY OFFER; SALE OR TRANSFER OF THESE SECURITIES MAY
                  NOT BE MADE WITHOUT THE PRIOR WRITTEN APPROVAL OF THE
                  CORPORATION OR ITS COUNSEL."

                                    ARTICLE 8

                               GENERAL PROVISIONS

         8.01 Dividends. Subject to the provisions of the Texas Business
Corporation Act, as amended, and the Articles of Incorporation, dividends of the
Corporation shall be declared and paid pursuant to the following regulations:

                  (1) Declaration and Payment. Dividends on the issued and
outstanding shares of capital stock of the Corporation may be declared by the
Board of Directors at any regular or special meeting and may be paid in cash, in
property, property, or in shares of capital stock. Such declaration

                                      -39-

<PAGE>   45



and payment shall be at the discretion of the Board of Directors.

                  (2) Record Date. The Board of Directors may fix in advance a
record date for the purpose of determining shareholders entitled to receive
payment of any dividend, such record date to be not more than fifty (50) days
prior to the payment date of such dividend, or the Board of Directors may close
the stock transfer books for such purpose for a period of not more than fifty
(50) days prior to the payment date of such dividend. In the absence of action
by the Board of Directors, the date upon which the Board of Directors adopts the
resolution declaring such dividend shall be the record date.

         8.02 Reserves. There may be created 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 equalize dividends, or to repair or maintain any
property of the Corporation, or for such other purposes as the Directors shall
think beneficial to the Corporation, and the Directors may modify or abolish any
such reserve in the manner in which it was created.

         8.03 Books and Records. The Corporation shall maintain correct and
complete books and records of account and shall prepare and maintain minutes of
the proceedings of its

                                      -40-

<PAGE>   46



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.

         8.04 Annual Statement. The Board of Directors shall present at or
before each annual meeting of shareholders a full and clear statement of the
business and financial condition of the Corporation, including a reasonably
detailed balance sheet and income statement under current date.

         8.05 Checks and Notes. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

         8.06 Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

         8.07 Corporate Seal. The Corporation seal shall be in such form as may
be determined by the Board of Directors. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.

         8.08 Resignations. Any director, officer or agent may resign his office
or position with the Corporation by delivering written notice thereof to the
President or the

                                      -41-

<PAGE>   47



Secretary. Such resignation shall be effective at the time specified therein, or
immediately upon delivery if no time is specified. Unless otherwise specified
therein, an acceptance of such resignation shall not be a necessary prerequisite
of its effectiveness.

         8.09 Amendment of By-Laws. These By-Laws may be altered, amended, or
repealed and new By-Laws 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, provided notice of the proposed alteration,
amendment, or repeal be contained in the notice of such meeting.

         8.10 Construction. Whenever the context so requires herein, the
masculine shall include the feminine and neuter, and the singular shall include
the plural, and conversely.

         If any portion or provision of these By-Laws shall be held invalid or
inoperative, then, so far as is reasonable and possible: (1) the remainder of
these By-Laws shall be considered valid and operative, and (2) effect shall be
given to the intent manifested by the portion or provision held invalid or
inoperative.

         8.11 Telephone Meetings. Shareholders, Directors, or members of any
committee may hold any meeting of such shareholders, Directors or committee by
means of conference

                                      -42-

<PAGE>   48



telephone or similar communications equipment which permits all persons
participating in the meeting to hear each other and actions taken at such
meetings shall have the same force and effect as a unanimous vote at a meeting
in person. The Secretary of the Corporation shall prepare a memorandum of the
action taken.

         8.12 Table of Contents; Cautions. The table of contents and captions
used in these By-Laws have been inserted for administrative convenience only and
do not constitute matter to be construed in interpretation.

         IN DUE CERTIFICATION WHEREOF, the undersigned, being the sole member of
the Board of Directors of VERTEX COMMUNICATIONS CORPORATION, confirms the
adoption and approval of the foregoing By-Laws, effective as of the 5th day of
October, 1984.


                                        DIRECTORS:


                                        /s/ J. Rex. Vardeman
                                        ----------------------------------------
                                        J. REX VARDEMAN,
                                        Sole Director


                                      -43-

<PAGE>   49



                                 FIRST AMENDMENT
                             TO THE CORPORATE BYLAWS
                                       OF
                        VERTEX COMMUNICATIONS CORPORATION
                              (a Texas corporation)


THE STATE OF TEXAS         )        
                           )                KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS           )      

         THAT, the undersigned, being the duly elected and serving Secretary of
VERTEX COMMUNICATIONS CORPORATION, a Texas corporation (the "Company"), does
hereby certify and affirm that the following is an original counterpart of the
First Amendment to the Corporate Bylaws of the Company, unanimously adopted and
approved by the Board of Directors of the Company at the annual meeting of the
Board of Directors duly called and held on February 11, 1988, at which a quorum
of the Directors was present, whereby Article 6 of the Corporate Bylaws of the
Company was amended to read in its entirety as follows:

                                    ARTICLE 6

                                 INDEMNIFICATION

                   6.01 Indemnification. Each person who was or is made a party
         or is threatened to be made a party, or who was or is a witness without
         being named a party, to any threatened, pending or completed action,
         claim, suit or proceeding, whether civil, criminal, administrative 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 (a "Proceeding"), by reason of the fact that such individual
         is or was a Director, officer, employee or agent of the Corporation, or
         is or








                FIRST AMENDMENT TO THE CORPORATE BYLAWS - PAGE 1

<PAGE>   50



         was serving at the request of the Corporation as a director, officer,
         partner, venturer, proprietor, trustee, employee, agent or similar
         functionary of another corporation, partnership, trust, employee
         benefit plan or other enterprise, shall be indemnified and held
         harmless by the Corporation from and against any judgments, penalties
         (including excise taxes), fines, amounts paid in settlement and
         reasonable expenses (including court costs and attorneys' fees)
         actually incurred by such person in connection with such Proceeding if
         it is determined that he acted in good faith and reasonably believed
         (i) in the case of conduct in his official capacity on behalf of the
         Corporation that his conduct was in the Corporation's best interests,
         (ii) in all other cases, that his conduct was not opposed to the best
         interests of the Corporation, and (iii) with respect to any Proceeding
         which is a criminal action, that he had no reasonable cause to believe
         his conduct was unlawful; provided, however, that in the event a
         determination is made that such person is liable to the Corporation or
         is found liable on the basis that personal benefit was improperly
         received by such person, the indemnification is limited to reasonable
         expenses actually incurred by such person in connection with the
         Proceeding and shall not be made in respect of any Proceeding in which
         such person shall have been found liable for willful or intentional
         misconduct in the performance of his duty to the Corporation. The
         termination of any Proceeding by judgment, order, settlement,
         conviction, or upon a plea of nolo contendere or its equivalent, shall
         not, of itself be determinative of whether the person did not act in
         good faith and in a manner which he reasonably believed to be in or not
         opposed to the best interests of the Corporation, and, with respect to
         any Proceeding which is a criminal action, had reasonable cause to
         believe that his conduct was unlawful. A person shall be deemed to have
         been found liable in respect of any claim, issue or matter only after
         the person shall have been so adjudged by a court of competent
         jurisdiction after exhaustion of all appeals therefrom.











                FIRST AMENDMENT TO THE CORPORATE BYLAWS - PAGE 2

<PAGE>   51



                  6.02 Determination of Indemnification. Any indemnification
         under the foregoing Section 6.01 (unless ordered by a court of
         competent jurisdiction) shall be made by the Corporation only upon a
         determination that indemnification of such person is proper in the
         circumstances by virtue of the fact that it shall have been determined
         that such person has met the applicable standard of conduct. Such
         determination shall be made (1) by a majority vote of a quorum
         consisting of Directors who at the time of the vote are not named
         defendants or respondents in the Proceeding; (2) if such quorum cannot
         be obtained, by a majority vote of a committee of the Board of
         Directors, designated to act in the matter by a majority of all
         Directors, consisting solely of two or more Directors who at the time
         of the vote are not named defendants or respondents in the Proceeding;
         (3) by special legal counsel (in a written opinion) selected by the
         Board of Directors or a committee of the Board by a vote as set forth
         in Subsection (1) or (2) of this Section, or, if such quorum cannot be
         obtained and such committee cannot be established, by a majority vote
         of all Directors (in which Directors who are named defendants or
         respondents in the Proceeding may participate); or (4) by the
         shareholders of the Corporation in a vote that excludes the shares held
         by Directors who are named defendants or respondents in the Proceeding.

                  6.03 Advance of Expenses. Reasonable expenses, including court
         costs and attorneys' fees, incurred by a person who was or is a witness
         or who was or is named as a defendant or respondent in a Proceeding, by
         reason of the fact that such person is or was a director, officer,
         employee or agent of the Corporation or 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
         corporation, partnership, trust, employee benefit plan or other
         enterprise, shall be paid by the Corporation at reasonable intervals in
         advance of the final disposition of such Proceeding, upon receipt by
         the Corporation of a written









                FIRST AMENDMENT TO THE CORPORATE BYLAWS - PAGE 3

<PAGE>   52



         affirmation by such person of his good faith belief that he has met the
         standard of conduct necessary for indemnification under this Article 6,
         and a written undertaking by or on behalf of such person to repay the
         amount paid or reimbursed by the Corporation if it is ultimately
         determined that he is not entitled to be indemnified by the Corporation
         as authorized in this Article 6. Such written undertaking shall be an
         unlimited obligation of such person and it may be accepted without
         reference to financial ability to make repayment.

                  6.04 Nature of Indemnification. The indemnification and
         advancement of expenses provided hereunder shall not be deemed
         exclusive of any other rights to which those seeking indemnification
         may be entitled under the Articles of Incorporation, these By-Laws, any
         agreement, vote of shareholders or disinterested Directors or
         otherwise, both as to actions taken in an official capacity and as to
         actions taken in any other capacity while holding such office, shall
         continue as to a person who has ceased to be a Director, officer,
         employee or agent of the Corporation and shall inure to the benefit of
         the heirs, executors and administrators of such person.

                  6.05 Insurance. The Corporation shall have the power and
         authority to purchase and maintain insurance or another arrangement on
         behalf of any person who is or was a Director, officer, employee or
         agent of the Corporation, or who 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 any liability,
         claim, damage, loss or risk asserted against such person and incurred
         by such person in any such capacity or arising out of the status of
         such person as such, irrespective of whether the Corporation would have
         the power to indemnify and hold such person harmless against such
         liability under the provisions hereof.











                FIRST AMENDMENT TO THE CORPORATE BYLAWS - PAGE 4

<PAGE>   53



                  6.06 Notice. Any indemnification or advance of expenses to a
         present or former director of the Corporation in accordance with this
         Article 6 shall be reported in writing to the shareholders of the
         Corporation with or before the notice or waiver of notice of the next
         shareholders' meeting or with or before the next submission of a
         consent to action without a meeting and, in any case, within the next
         twelve month period immediately following the indemnification or
         advance.

         IN DUE AUTHENTICATION WHEREOF, the undersigned, being hereunto duly
authorized, has set his hand as of this 11th day of February, 1988.


                                   VERTEX COMMUNICATIONS CORPORATION

                                   By:  /s/ Bill Womble
                                        ----------------------------------------
                                            Bill Womble,
                                            Secretary











         FIRST AMENDMENT TO THE CORPORATE BYLAWS - PAGE 5

<PAGE>   54



                                SECOND AMENDMENT
                                     TO THE
                                CORPORATE BYLAWS
                                       OF
                        VERTEX COMMUNICATIONS CORPORATION
                              (a Texas corporation)

================================================================================

THE STATE OF TEXAS            )   
                              )             KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF GREGG               )   

         That, the undersigned, being the duly elected and acting Secretary of
VERTEX COMMUNICATIONS CORPORATION, a Texas corporation (the "Company"), does
hereby CERTIFY and AFFIRM that the following is an original counterpart of the
Second Amendment to the Corporate Bylaws of the Company, unanimously adopted and
approved by the Board of Directors of the Company at a regular meeting of the
Board of Directors duly called and held on October 29, 1991, at which a quorum
of the Directors was present, whereby the Corporate Bylaws of the Company were
amended as follows:

         1. Section 2.10 of Article 2 of the Corporate Bylaws of the Company is
amended to read in its entirety as follows:

                   "2.10 Record Date: Closing Transfer Books. As more
         specifically provided in Article 7, Section 7.07 hereof, the Board of
         Directors may fix in advance a record date for the purpose of
         determining shareholders entitled to notice of or to vote at a meeting
         of shareholders, such record date to be not less than ten (10) nor more
         than sixty (60) days prior to such meeting, or the Board of Directors
         may close the stock transfer books for such purpose for a period of not
         less than ten (10) nor more than sixty (60) days prior to such meeting.
         In the absence of any action by the Board of Directors, the date upon
         which the notice of the meeting is mailed shall be deemed the record
         date."









SECOND AMENDMENT TO THE CORPORATE BYLAWS OF
VERTEX COMMUNICATIONS CORPORATION - PAGE 1

<PAGE>   55





         2. Section 7.07 of Article 7 of the Corporate Bylaws of the Company is
amended to read in its entirety as follows:

                           "7.07 Closing of Transfer Books: Record Date. 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
                  stock transfer books shall be closed for a stated period of
                  time not to exceed, in any case, sixty (60) days. If the stock
                  transfer books shall be closed for the purpose of determining
                  shareholders, such books shall be closed for at least ten (10)
                  days immediately preceding such meeting. In lieu of closing
                  the stock transfer books, as aforesaid, 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 stock transfer books are
                  not closed and the record date is not 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 be applied
                  to any adjournment thereof, except where the determination has
                  been made through the closing of the stock transfer books and
                  the stated period of closing has expired."









SECOND AMENDMENT TO THE CORPORATE BYLAWS OF
VERTEX COMMUNICATIONS CORPORATION - PAGE 2

<PAGE>   56


         IN DUE AUTHENTICATION WHEREOF, the undersigned, being hereunto duly
authorized, has set his hand as of this 29th day of October, 1991.

                                     VERTEX COMMUNICATIONS CORPORATION


                                     By:  /s/ Bill R. Womble
                                          --------------------------------------
                                          BILL R. WOMBLE, Secretary









SECOND AMENDMENT TO THE CORPORATE BYLAWS OF
VERTEX COMMUNICATIONS CORPORATION - PAGE 3