Bylaws - Group Maintenance America Corp.


                                     BYLAWS

                                       OF

                        GROUP MAINTENANCE AMERICA CORP.












                          As amended November 19, 1998









                               TABLE OF CONTENTS
                                                                       
ARTICLE 1.         Offices....................................................1

     Section 1.1   Principal Office...........................................1
     Section 1.2   Registered Office..........................................1
     Section 1.3   Other Offices..............................................1

ARTICLE 2.         Shareholders Meetings......................................1

     Section 2.1   Annual Meeting.............................................1
     Section 2.2   Special Meetings...........................................1
     Section 2.3   Notices of Meetings and Adjourned Meetings.................2
     Section 2.4   Notice of Shareholder Business and Nominations.............2
     Section 2.5   Voting Lists...............................................5
     Section 2.6   Quorum.....................................................5
     Section 2.7   Chairman of Shareholder Meetings...........................5
     Section 2.8   Voting.....................................................5
     Section 2.9   Voting of Shares by Certain Holders........................6
     Section 2.10  Closing of Transfer Records or Fixing of Record Date.......6
     Section 2.11  Action by Written Consent..................................8
     Section 2.12  Authorization of Proxies...................................8
     Section 2.13  Inspectors and Voting Procedures...........................8

ARTICLE 3.         Directors..................................................9

     Section 3.1   Management.................................................9
     Section 3.2   Number and Term............................................9
     Section 3.3   Quorum and Manner of Action................................9
     Section 3.4   Vacancies..................................................9
     Section 3.5   Resignations..............................................10
     Section 3.6   Removals..................................................10
     Section 3.7   Annual Meetings...........................................10
     Section 3.8   Regular Meetings..........................................10
     Section 3.9   Special Meetings..........................................10
     Section 3.10  Organization of Meetings..................................11
     Section 3.11  Place of Meetings.........................................11
     Section 3.12  Compensation of Directors.................................11
     Section 3.13  Action by Unanimous Written Consent.......................11
     Section 3.14  Participation in Meetings by Telephone....................11
     Section 3.15  Nominations for Director..................................12







                                                                       
ARTICLE 4.         Committees of the Board...................................12

     Section 4.1   Membership and Authorities................................12
     Section 4.2   Minutes...................................................12
     Section 4.3   Vacancies.................................................12
     Section 4.4   Telephone Meetings........................................13
     Section 4.5   Action Without Meeting....................................13

ARTICLE 5.         Officers..................................................13

     Section 5.1   Number and Title..........................................13
     Section 5.2   Term of Office; Vacancies.................................13
     Section 5.3   Removal of Elected officers...............................14
     Section 5.4   Resignations..............................................14
     Section 5.5   The Chairman of the Board.................................14
     Section 5.6   Chief Executive Officer...................................14
     Section 5.7   President.................................................14
     Section 5.8   Vice Presidents...........................................15
     Section 5.9   Secretary.................................................15
     Section 5.10  Assistant Secretaries.....................................15
     Section 5.11  Treasurer or Chief Financial Officer......................15
     Section 5.12  Assistant Treasurers......................................16
     Section 5.13  Subordinate Officers......................................16
     Section 5.14  Salaries and Compensation.................................16

ARTICLE 6.         Indemnification...........................................16

ARTICLE 7.         Capital Stock.............................................17

     Section 7.1   Certificates of Stock.....................................17
     Section 7.2   Lost Certificates.........................................18
     Section 7.3.  Dividends. ...............................................18
     Section 7.4.  Registered Shareholders...................................18
     Section 7.5.  Transfer of Stock. .......................................19

ARTICLE 8.         Miscellaneous Provisions..................................19

     Section 8.1.  Corporate Seal. ..........................................19
     Section 8.2.  Fiscal Year...............................................19
     Section 8.3.  Checks, Drafts, Notes. ...................................19
     Section 8.4.  Notice and Waiver of Notice...............................19
     Section 8.5.  Examination of Books and Records..........................20
     Section 8.6.  Voting Upon Shares Held by the Corporation. ..............20

ARTICLE 9.         Amendments................................................20





                                     BYLAWS

                                       OF

                        GROUP MAINTENANCE AMERICA CORP.


                                   ARTICLE 1.

                                    OFFICES

         Section 1.1   Principal Office.

         The principal office of the Corporation shall be in the City of
Houston, Texas.

         Section 1.2   Registered Office.

         The registered office of the Corporation required to be maintained in
the State of Texas by the Texas Business Corporation Act (the 'TBCA') may be,
but need not be, identical with the Corporation's principal office, and the
address of the registered office may be changed from time to time by the Board
of Directors.

         Section 1.3   Other Offices.

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

                                   ARTICLE 2.

                             SHAREHOLDERS MEETINGS

         Section 2.1   Annual Meeting.

         The annual meeting of the holders of shares of each class or series of
stock as are entitled to notice thereof and to vote at such meeting pursuant to
applicable law and the Corporation's Articles of Incorporation for the purpose
of electing directors and transacting such other proper business as may come
before it shall be held in each year, at such time, on such day and at such
place, within or without the State of Texas, as may be designated by the Board
of Directors.

         Section 2.2   Special Meetings.

         In addition to such special meetings as are provided by law or the
Corporation's Articles of Incorporation, special meetings of the holders of any
class or series or of all classes or series of the Corporation's stock for any
purpose or purposes, may be called at any time by (i) the Chairman of



the Board, the Chief Executive Officer, the President or the Board of Directors
or (ii) the holders of at least 50% of all the shares entitled to vote at such
special meeting and may be held on such day, at such time and at such place,
within or without the State of Texas, as shall be designated by the person or
persons calling such meeting.

         Section 2.3   Notices of Meetings and Adjourned Meetings.

         Except as otherwise provided by law or by the Corporation's Articles
of Incorporation, written or printed notice of any meeting of Shareholders (i)
shall be given either by personal delivery or by mail to each Shareholder of
record entitled to vote at such meeting, (ii) shall be in such form as approved
by the Board of Directors, and (iii) shall state the date, place and hour of
the meeting, and, in the case of a special meeting, the purpose for which the
meeting is called. Unless otherwise provided by law or by the Corporation's
Articles of Incorporation, such written notice shall be given not less than ten
nor more than 60 days before the date of the meeting. Except when a Shareholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting is
not lawfully called or convened, presence in person or by proxy of a
Shareholder shall constitute a waiver of notice of such meeting. Further, a
written waiver of any notice required by law or by these Bylaws, signed by the
person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Except as otherwise provided by law or by
the Corporation's Articles of Incorporation, the business that may be
transacted at any special meeting of the Shareholders shall be limited to and
consist of the purpose or purposes stated in such notice. If a meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken; provided, however, that if the adjournment is for more
than 30 days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
Shareholder of record entitled to vote at the meeting.

         Section 2.4   Notice of Shareholder Business and Nominations.

         (a)      Annual Meetings of Shareholders.

                  (1) Nominations of persons for election to the Board of
         Directors and the proposal of business to be considered by the
         Shareholders may be made at an annual meeting of Shareholders (A)
         pursuant to the Corporation's notice of meeting, (B) by or at the
         direction of the Board of Directors, (C) by any nominating committee
         or person appointed by the Board or (D) by any Shareholder who was a
         Shareholder of record at the time of giving of notice provided for in
         this Section, who is entitled to vote at the meeting and who complies
         with the notice procedures set forth in this Section.

                  (2) For nominations or other business to be properly brought
         before an annual meeting by a Shareholder pursuant to Section
         2.4(a)(1)(D), the Shareholder must have given timely notice thereof in
         writing to the Secretary of the Corporation and such other business
         must otherwise be a proper matter for Shareholder action. To be
         timely, a Shareholder's 


                                       2


         notice shall be delivered to the Secretary at the principal office of
         the Corporation not later than the close of business on the 120th day
         nor earlier than the close of business on the 150th day prior to the
         first anniversary of the mailing date of the preceding year's proxy
         statement (the 'Mailing Date'); provided, however, that in the event
         that the Mailing Date is more than 30 days before or more than 60 days
         after the anniversary of the prior year's Mailing Date, notice by the
         Shareholder to be timely must be so delivered not earlier than the
         close of business on the 90th day prior to such Mailing Date and not
         later than the close of business on the later of the 60th day prior to
         such Mailing Date or the tenth day following the day on which public
         announcement of the date of the Corporation's annual meeting is first
         made by the Corporation. In no event shall the public announcement of
         an adjournment of an annual meeting commence a new time period for the
         giving of a Shareholder's notice as described above. Such
         Shareholder's notice shall set forth:

                           (A) as to each person whom the Shareholder proposes
                  to nominate for election or reelection as a Director all
                  information relating to such person that is required to be
                  disclosed in solicitations of proxies for election of
                  Directors in an election contest, or is otherwise required,
                  in each case pursuant to Regulation 14A under the Securities
                  Exchange Act of 1934, as amended (the 'Exchange Act'), and
                  Rule 14a-11 thereunder (including such person's written
                  consent to being named in the proxy statement as a nominee
                  and to serving as a Director if elected);

                           (B) as to any other business that the Shareholder
                  proposes to bring before the meeting, a brief description of
                  the business desired to be brought before the meeting, the
                  reasons for conducting such business at the meeting and any
                  material interest in such business of such Shareholder and
                  the beneficial owner, if any, on whose behalf the proposal is
                  made; and

                           (C) whose behalf the nomination or proposal is made
                  (i) the name and address of such Shareholder, as they appear
                  on the Corporation's books, and of such beneficial owner,
                  (ii) the class and number of shares of the Corporation which
                  are owned beneficially and of record by such Shareholder and
                  such beneficial owner, and (iii) whether the proponent
                  intends (or is part of a group which intends) to solicit
                  proxies from other Shareholders in support of such nomination
                  or proposal.

                  (3) Notwithstanding anything in the second sentence of
         Section 2.4(a)(2) to the contrary, in the event that the number of
         Directors to be elected to the Board of Directors is increased and
         there is no public announcement by the Corporation naming all of the
         nominees for Director or specifying the size of the increased Board of
         Directors at least 70 days prior to the first anniversary of the
         preceding year's annual meeting, a Shareholder's notice required by
         this Section shall also be considered timely, but only with respect to
         nominees for any new positions created by such increase, if it shall
         be delivered to the Secretary at the principal executive offices of
         the Corporation not later than the close of business on the tenth day
         following the day on which such public announcement is first made by
         the Corporation.


                                       3

         (b)      Special Meetings of Shareholders.

         Only such business shall be conducted at a special meeting of
Shareholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of Shareholders at which
Directors are to be elected pursuant to such notice of meeting (a) by or at the
direction of the Board of Directors or (b) provided that the Board of Directors
has determined that Directors shall be elected at such meeting, by any
Shareholder who is a Shareholder of record at the time of giving of notice
provided for in this Bylaw, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this Bylaw. In the event
the Corporation calls a special meeting of Shareholders for the purpose of
electing one or more Directors to the Board of Directors, any such Shareholder
may nominate a person or persons (as the case may be), for election to such
position(s) as specified in the Corporation's notice of meeting, if the
Shareholder's notice required by Section 2(a)(2) shall be delivered to the
Secretary at the principal office of the Corporation not earlier than the close
of business on the 90th day prior to such special meeting and not later than
the close of business on the later of the 60th day prior to such special
meeting or the tenth day following the day on which public announcement is
first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting. In no event shall the
public announcement of an adjournment of a special meeting commence a new time
period for the giving of a Shareholder's notice as described above.

         (c)      General.

                  (1) Only such persons who are nominated in accordance with
         the procedures set forth in this Section 2.4 shall be eligible to
         serve as Directors and only such business shall be conducted at a
         meeting of Shareholders as shall have been brought before the meeting
         in accordance with the procedures set forth in this Section 2.4.
         Except as otherwise provided by applicable law, the Chairman of the
         meeting shall have the power and duty to determine whether a
         nomination or any business proposed to be brought before the meeting
         was made or proposed, as the case may be, in accordance with the
         procedures set forth in this Section 2.4 and, if any proposed
         nomination or business is not in compliance with this Section 2.4, to
         declare that such defective proposal or nomination shall be
         disregarded.

                  (2) For purposes of this Section 2.4, 'public announcement'
         shall mean disclosure in a press release reported by the Dow Jones
         News Service, Associated Press or comparable national news service or
         in a document publicly filed by the Corporation with the Securities
         and Exchange Commission pursuant to Section 13, 14 or 15(d) of the
         Exchange Act.

                  (3) Notwithstanding the foregoing provisions of this Section
         2.4, a Shareholder shall also comply with all applicable requirements
         of the Exchange Act and the rules and regulations thereunder with
         respect to the matters set forth in this Section 2.4. Nothing in this
         Section 2.4 shall be deemed to affect any rights (i) of Shareholders
         to request inclusion of proposals in the Corporation's proxy statement
         pursuant to Rule 14a-8 under the Exchange 


                                       4

         Act; or (ii) of the holders of any series of preferred stock to elect
         Directors under specified circumstances.

         Section 2.5   Voting Lists.

         The officer or agent having charge of the share transfer books for
shares of the Corporation shall make, at least ten days before each meeting of
Shareholders, a complete list of Shareholders entitled to vote at meetings or
any adjournments thereof, arranged in alphabetical order, with the address of
and the number of shares held by each, in accordance with applicable law and
shall make same available prior to and during each Shareholders' meeting for
inspection by the Corporation's Shareholders as required by law. The
Corporation's original share transfer books shall be prima facie evidence as to
who are the Shareholders entitled to examine such list or transfer books or to
vote at any meeting of Shareholders.

         Section 2.6   Quorum.

         Except as otherwise provided by law or by the Corporation's Articles
of Incorporation, the holders of a majority of the Corporation's shares
entitled to vote at a meeting, represented at the meeting in person or
represented by proxy, without regard to class or series, shall constitute a
quorum at all meetings of the Shareholders for the transaction of business. If,
however, such quorum shall not be present or represented at any meeting of the
Shareholders, the holders of a majority of the shares represented in person or
by proxy at that meeting may adjourn any meeting from time to time without
notice other than announcement at the meeting, except as otherwise required by
these Bylaws, until such time and to such place as may be determined by a vote
of the holders of a majority of the shares represented in person or by proxy at
that meeting. At any 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 called.

         Section 2.7   Chairman of Shareholder Meetings.

         Each annual and special meeting of Shareholders shall be presided over
by a Chairman, who shall have the exclusive authority to, among other things,
determine (a) whether business and nominations have been properly brought
before such meetings, (b) the order in which business and nominations properly
brought before such meeting shall be considered and (c) the adjournment of
meetings, whether or not a quorum is present. The Chairman of each annual and
special meeting shall be the Chairman of the Board of Directors or such person
as shall be appointed by the Board of Directors. The Secretary, or, in his
absence, any Assistant Secretary or any person appointed by the individual
presiding over the meeting, shall act as Secretary at meetings of the
Shareholders.

         Section 2.8    Voting.

         Each Shareholder of record, as determined pursuant to Section 2.10,
who is entitled to vote in accordance with the terms of the Corporation's
Articles of Incorporation and in accordance with the provisions of these
Bylaws, shall be entitled to one vote, in person or by proxy, for each share 


                                       5


of stock registered in his name on the books of the Corporation. Every
Shareholder entitled to vote at any Shareholders' meeting may authorize another
person or persons to act for him by proxy executed in writing pursuant to
Section 2.12, provided that no proxy shall be valid after 11 months from the
date of its execution, unless the proxy provides for a longer period. A duly
executed proxy shall be revocable unless the proxy form conspicuously states
that the proxy is irrevocable and if, and only as long as, it is coupled with
an interest sufficient in law to support an irrevocable power. A Shareholder's
attendance at any meeting shall not have the effect of revoking a previously
granted proxy unless such Shareholder shall in writing so notify the Secretary
of the meeting prior to the voting of the proxy. Unless otherwise provided by
law, no vote on the election of directors or any question brought before the
meeting need be by ballot unless the chairman of the meeting shall determine
that it shall be by ballot or the holders of a majority of the shares of stock
present in person or by proxy and entitled to participate in such vote shall so
demand. In a vote by ballot, each ballot shall state the number of shares voted
and the name of the Shareholder or proxy voting. Except as otherwise provided
by law, by the Corporation's Articles of Incorporation or these Bylaws, all
elections of directors shall be elected by a plurality of votes cast by the
holders of shares entitled to vote in the election of directors at a meeting of
Shareholders at which a quorum is present. Except as otherwise provided by law
or the Corporation's Articles of Incorporation, all other matters before the
Shareholders shall be decided by the vote of the holders of a majority of the
shares entitled to vote on that matter and represented in person or by proxy at
a meeting of Shareholders at which a quorum is present. In the election of
directors, votes may not be cumulated.

         Section 2.9    Voting of Shares by Certain Holders.

         Shares standing in the name of another corporation may be voted by an
officer, agent or proxy as designated in the bylaws of such corporation, or in
the absence of such designation, as the board of directors of such corporation
may determine. Shares held by an administrator, executor, guardian or
conservator may be voted by him, either in person or by proxy, without a
transfer of such shares into his name. Shares standing in the name of a trustee
may be voted by him, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him without transfer of such shares into his
name. Shares standing in the name of a receiver may be voted by such receiver
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer into his name if authority to do so be contained
in an appropriate order of the Court by which such receiver was appointed. A
Shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares standing in the name of the Corporation or held by it in a fiduciary
capacity shall not be voted, directly or indirectly, at any meeting, and shall
not be counted in determining the total number of outstanding shares at any
given time.

         Section 2.10   Closing of Transfer Records or Fixing of Record Date.

                  (a) Fixing Record Dates for Matters Other than Consents to
         Action. The Board of Directors of the Corporation may provide that the
         stock transfer books be closed for a stated period not to exceed 60
         days for the purpose of determining Shareholders entitled to notice of
         or to vote at any meeting of Shareholders or any adjournment thereof,
         or 


                                       6


         Shareholders entitled to receive payment of any distribution or share
         dividend, or in order to make a determination of Shareholders for any
         other proper purpose (other than a distribution involving a purchase
         or redemption by the Corporation of any of its own shares). If the
         share transfer records are closed as set forth in this Section, the
         records shall be closed for at least ten days immediately preceding
         the meeting. In lieu of closing the share transfer records, the Board
         of Directors may fix in advance a date as the record date for any such
         determination of Shareholders, the date to be not more than 60 days,
         and in case of a meeting of Shareholders not less than ten days, prior
         to the date on which the particular action requiring determination of
         Shareholders is to be taken. If the share transfer records are not
         closed and no record date is fixed for determination of Shareholders
         entitled to notice of or to vote at a meeting of Shareholders, or
         Shareholders entitled to receive payment of a distribution or share
         dividend (other than a distribution involving a purchase or redemption
         by the Corporation of any of its own shares), 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 determination of Shareholders. When a
         determination of Shareholders entitled to vote at any meeting of
         Shareholders has been made as provided in this Section, such
         determination shall apply to any adjournment thereof except where the
         determination has been made by closing the share transfer records and
         the stated period of closing has expired.

                  (b) Fixing Record Dates for Consents to Action. Unless a
         record date has previously been determined by the Board of Directors,
         whenever action by Shareholders is proposed to be taken by consent in
         writing without a meeting of Shareholders, the Board of Directors may
         fix a record date for the purpose of determining Shareholders entitled
         to consent to that action, which record date shall not proceed, and
         shall not be more than ten days after, the date on which the
         resolution fixing the record date is adopted by the Board of
         Directors. If no record date has been fixed by the Board of Directors
         and the prior action of the Board of Directors is not otherwise
         required by statute, the record date for determining Shareholders
         entitled to consent to action in writing without a meeting shall be
         the first date on which a signed written consent setting forth the
         action taken or proposed to be taken is delivered to the Corporation
         by delivery to its registered office, its principal place of business,
         or an officer or agent of the Corporation having custody of the books
         in which proceedings of meetings of Shareholders are recorded.
         Delivery to the Corporation's principal place of business shall be
         addressed to the President or the principal executive officer of the
         Corporation. If no record date shall have been fixed by the Board of
         Directors and prior action of the Board of Directors is required by
         statute, the record date for determining Shareholders entitled to
         consent to action in writing without a meeting shall be at the close
         of business on the date on which the Board of Directors adopts a
         resolution taking such prior action.


                                       7

         Section 2.11   Action by Written Consent.

         Unless otherwise provided by law or the Corporation's Articles of
Incorporation, any action required or permitted to be taken by the Shareholders
of the Corporation may be taken without a meeting, without prior notice and
without a vote, if a consent in writing setting forth the action so taken,
shall have been signed by all of the Shareholders entitled to vote with respect
to the action that is the subject of the consent. Except as provided above, no
action shall be taken by the Shareholders by written consent.

         Section 2.12   Authorization of Proxies.

         Any Shareholder may vote either in person or by proxy executed in
writing by the Shareholder. A telegram, telex, cablegram, or similar
transmission by the Shareholder, or a photographic, photostatic, facsimile, or
similar reproduction or a writing executed by the Shareholder, shall be treated
as an execution in writing. No proxy will be valid after eleven (11) months
from the date of its execution, unless otherwise provided in the proxy. A proxy
shall be revocable unless the proxy form conspicuously states that the proxy is
irrevocable and the proxy is coupled with an interest.

         Section 2.13   Inspectors and Voting Procedures.

                  (a) The Corporation may, in advance of any meeting of
         Shareholders, appoint one or more inspectors to act at the meeting and
         make a written report thereof. The Corporation may designate one or
         more persons as alternate inspectors to replace any inspector who
         fails to act. If no inspector or alternate is able to act at a meeting
         of Shareholders, the person presiding at the meeting shall appoint one
         or more inspectors to act at the meeting. Each inspector, before
         entering upon the discharge of his duties, shall take and sign an oath
         faithfully to execute the duties of inspector with strict impartiality
         and according to the best of his ability.

                  (b) If any inspectors are elected, the inspectors shall (i)
         ascertain the number of shares outstanding and the voting power of
         each share, the number of shares represented at the meeting, the
         existence of a quorum, and the authority, validity and effect of
         proxies, (ii) count and tabulate all votes, assents and consents, and
         determine and announce results, and (iii) do all other acts as may be
         proper to conduct elections or votes with fairness to all
         Shareholders. The inspectors, if any are elected, may appoint or
         retain other persons or entities to assist the inspectors in the
         performance of the duties of the inspectors.


                                       8

                                   ARTICLE 3.

                                   DIRECTORS

         Section 3.1    Management.

         The property, affairs and business of the Corporation shall be managed
by or under the direction of the Board of Directors which may exercise all
powers of the Corporation and do all lawful acts and things as are not by law,
by the Corporation's Articles of Incorporation or by these Bylaws directed or
required to be exercised or done by the Shareholders.

         Section 3.2    Number and Term.

         The number of directors may be fixed from time to time by resolution
of the Board of Directors adopted by the affirmative vote of a majority of the
entire Board of Directors, but shall consist of not less than nine members nor
more than 18 members. Directors need not be Shareholders. No decrease in the
number of directors shall have the effect of shortening the term of office of
any incumbent director.

         Section 3.3    Quorum and Manner of Action.

         At all meetings of the Board of Directors a majority of the total
number of directors holding office shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by law, by the
Corporation's Articles of Incorporation or these Bylaws. If at any meeting of
the Board of Directors there shall be less than a quorum present, a majority of
those present may adjourn the meeting from time to time until a quorum is
obtained, and no further notice thereof need be given other than by
announcement at such adjourned meeting. Attendance by a director at a meeting
shall constitute a waiver of notice of such meeting except where a director
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting is
not lawfully called or convened.

         Section 3.4    Vacancies.

         Except as otherwise provided by law or the Corporation's Articles of
Incorporation, in the case of any vacancy in the Board of Directors, however
created, the vacancy or vacancies may be filled by majority vote of the
directors remaining on the whole Board of Directors although less than a
quorum, or by a sole remaining director. In the event one or more directors
shall resign, effective at a future date, such vacancy or vacancies shall be
filled by election at an annual or special meeting of Shareholders called for
that purpose, or by a majority of the directors who will remain on the whole
Board of Directors, although less than a quorum, or by a sole remaining
director. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. Any directorship to be filled by
reason of an increase in the number of Directors shall be filled by the


                                       9

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 such directorships during the period
between any two successive annual meetings of Shareholders.

         Section 3.5    Resignations.

         A director may resign at any time upon written notice of resignation
to the Corporation. Any resignation shall be effective immediately unless a
certain effective date is specified therein, in which event it will be
effective upon such date and acceptance of any resignation shall not be
necessary to make it effective.

         Section 3.6    Removals.

         Any director or the entire Board of Directors may be removed, only for
cause, and another person or persons may be elected to serve for the remainder
of his or their term, by the holders of a majority of the shares of the
Corporation entitled to vote in the election of directors. In case any vacancy
so created shall not be filled by the Shareholders at such meeting, such
vacancy may be filled by the directors as provided in Section 3.4.

         Section 3.7    Annual Meetings.

         The annual meeting of the Board of Directors shall be held, if a
quorum be present, immediately following each annual meeting of the
Shareholders at the place such meeting of Shareholders took place, for the
purpose of organization and transaction of any business that might be
transacted at a regular meeting of the Board of Directors, and no notice of
such meeting shall be necessary. If a quorum is not present, such annual
meeting may be held at any other time or place that may be specified in a
notice given in the manner provided in Section 3.9 for special meetings of the
Board of Directors or in a waiver of notice thereof.

         Section 3.8    Regular Meetings.

         Regular meetings of the Board of Directors may be held without notice
at such places and times as shall be determined from time to time by resolution
of the Board of Directors. Except as otherwise provided by law, any business
may be transacted at any regular meeting of the Board of Directors.

         Section 3.9    Special Meetings.

         Special meetings of the Board of Directors may be called by the
Chairman of the Board, the Chief Executive Officer, the President, or by any
director. Notice of any special meeting, effective upon delivery in accordance
herewith, shall be given at least two days prior thereto by written notice
delivered personally, or by written notice mailed or sent by facsimile
transmission to each director at his business address. If mailed, the notice
shall be deemed to be delivered three days following its deposit in the United
States mail so addressed, with postage thereon prepaid. If given by 


                                       10


facsimile transmission, the notice shall be deemed to be delivered when sent
and confirmed electronically. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends
a meeting 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 special meetings need be
specified in any notice or written waiver of notice unless so required by the
Corporation's Articles of Incorporation or by these Bylaws. Any and all
business may be transacted at a special meeting, unless limited by law, the
Corporation's Articles of Incorporation or by these Bylaws.

         Section 3.10   Organization of Meetings.

         At any meeting of the Board of Directors, business shall be transacted
in such order and manner as such Board of Directors may from time to time
determine, and all matters shall be determined by the vote of a majority of the
directors present at any meeting at which there is a quorum, except as
otherwise provided by the Corporation's Articles of Incorporation, these Bylaws
or by law.

         Section 3.11   Place of Meetings.

         The Board of Directors may hold its meetings and have one or more
offices, and keep the books of the Corporation, outside the State of Texas, at
any office or offices of the Corporation, or at any other place as it may from
time to time by resolution determine.

         Section 3.12   Compensation of Directors.

         Directors shall not receive any stated salary for their services as
directors, but by resolution of the Board of Directors a fixed honorarium or
fees and expenses, if any, of attendance may be allowed for attendance at each
meeting. Nothing herein contained shall be construed to preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending such committee meetings.

         Section 3.13   Action by Unanimous Written Consent.

         Unless otherwise restricted by law, the Corporation's Articles of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if all members of the Board of Directors or of such
committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
the committee.

         Section 3.14   Participation in Meetings by Telephone.

         Unless otherwise restricted by the Corporation's Articles of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee thereof may participate in a meeting of such 


                                       11


Board of Directors or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in a meeting in such manner shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the grounds
that the meeting is not lawfully called or convened.

         Section 3.15   Nominations for Director.

         Nominations of persons for election to the Board of the corporation at
the Annual Meeting of Stockholders, other than by the Board or a nominating
committee designated by the Board, must be made in compliance with Section
2.4(a)(1)(C).

                                   ARTICLE 4.

                            COMMITTEES OF THE BOARD

         Section 4.1    Membership and Authorities.

         The Board of Directors may, by resolution or resolutions passed by a
majority of the whole Board of Directors, designate one or more directors to
constitute such committees as the Board of Directors may determine, each of
which committees to the extent provided in such resolution or resolutions or in
these Bylaws, shall have and may exercise, subject to the provisions of Article
2.36 of the TBCA, all the powers of the Board of Directors in the management of
the business and affairs of the Corporation, except in those cases where the
authority of the Board of Directors is specifically denied to such committee or
committees by law, the Corporation's Articles of Incorporation or these Bylaws,
and may authorize the seal of the Corporation to be affixed to all papers that
may require such seal. The designation of any committee and the delegation
thereto of authority shall not operate to relieve the Board of Directors, or
any member thereof, of any responsibility imposed upon it or him by law.

         Section 4.2    Minutes.

         Each committee designated by the Board of Directors shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
required.

         Section 4.3    Vacancies.

         The Board of Directors may designate one or more of its members as
alternate members of any committee who may replace any absent or disqualified
member at any meeting of such committee. If no alternate members have been
appointed, the committee member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting 


                                       12


in the place of any absent or disqualified member. The Board of Directors shall
have the power at any time to fill vacancies in, to change the membership of,
and to dissolve, any committee.

         Section 4.4    Telephone Meetings.

         Members of any committee designated by the Board of Directors may
participate in or hold a meeting by use of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to this
Section 4.4 shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the ground that
the meeting is not lawfully called or convened.

         Section 4.5    Action Without Meeting.

         Any action required or permitted to be taken at a meeting of any
committee designated by the Board of Directors may be taken without a meeting
if a consent in writing, setting forth the action so taken, is signed by all
the members of the committee and filed with the minutes of the committee
proceedings. Such consent shall have the same force and effect as a unanimous
vote at a meeting.

                                   ARTICLE 5.

                                    OFFICERS

         Section 5.1    Number and Title.

         The officers of the Corporation shall be a Chairman of the Board; a
Chief Executive Officer; a President; one or more Executive Vice Presidents,
Senior Vice Presidents and Vice Presidents; a Secretary; a Treasurer; and such
other officers as the Board of Directors may deem to be necessary. Any two or
more offices may be held by the same person. If any two or more offices are
held by the same person, such person shall be entitled to exercise the rights
and duties of each office as set forth hereinafter. If the holder of two or
more corporate offices is required to sign any corporate documents,
instruments, certificates, agreements, or any other documents on the
Corporation's behalf, then the signature of such person in any one of his
capacities shall be sufficient to bind the Corporation.

         Section 5.2    Term of Office; Vacancies.

         So far as is practicable, all officers shall be elected by the Board
of Directors at the annual meeting of the Board of Directors each year and
shall hold office until the next such meeting of the Board of Directors in the
subsequent year and until their respective successors are elected and qualified
or until their earlier resignation or removal. If any vacancy shall occur in
any office, the 


                                       13

Board of Directors may elect or appoint a successor to fill such vacancy for
the remainder of the term.

         Section 5.3    Removal of Elected Officers.

         Any officer may be removed at any time, with or without cause, by
affirmative vote of a majority of the whole Board of Directors, at any regular
meeting or at any special meeting called for such purpose.

         Section 5.4    Resignations.

         Any officer may resign at any time upon written notice of resignation
to the President, Secretary or Board of Directors of the Corporation. Any
resignation shall be effective immediately unless a date certain is specified
for it to take effect, in which event it shall be effective upon such date, and
acceptance of any resignation shall not be necessary to make it effective,
irrespective of whether the resignation is tendered subject to such acceptance.

         Section 5.5    The Chairman of the Board.

         The Chairman of the Board, if one shall be elected, shall preside at
all meetings of the Shareholders and Board of Directors, unless otherwise
determined by the Board of Directors. In addition, the Chairman of the Board
shall perform whatever duties and shall exercise all powers that are given to
him by the Board of Directors.

         Section 5.6    Chief Executive Officer.

         The Chief Executive Officer shall be the most senior executive officer
of the Corporation; shall (in the absence of the Chairman of the Board, if one
be elected) preside at meetings of the Shareholders and Board of Directors;
shall have general and active management of business of the Corporation; shall
implement the general directives, plans and policies formulated by the Board of
Directors; and shall further have such duties, responsibilities and authorities
as may be assigned to him by the Board of Directors. He may sign, with any
other proper officer, certificates for shares of the Corporation and any deeds,
bonds, mortgages, contracts and other documents which the Board of Directors
has authorized to be executed, except where required by law to be otherwise
signed and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors or these Bylaws, to some other
officer or agent of the corporation. In the absence of the Chief Executive
Officer, his duties shall be performed and his authority may be exercised by
the President of the Corporation.

         Section 5.7    President.

         The President shall, after the Chief Executive Officer, be the most
senior executive officer of the corporation and shall, subject to the authority
of the Chief Executive Officer, implement the 


                                       14

general plans and directives of the Board of Directors and perform such other
duties as may be assigned to him by the Board of Directors.

         Section 5.8    Vice Presidents.

         The several Vice Presidents, including Executive Vice Presidents and
Senior Vice Presidents, shall have such powers and duties as may be assigned to
them by these Bylaws and as may from time to time be assigned to them by the
Board of Directors and may sign, with any other proper officer, certificates
for shares of the Corporation.

         Section 5.9    Secretary.

         The Secretary, if available, shall attend all meetings of the Board of
Directors and all meetings of the Shareholders and record the proceedings of
the meetings in a book to be kept for that purpose and shall perform like
duties for any committee of the Board of Directors as shall designate him to
serve. He shall give, or cause to be given, notice of all meetings of the
Shareholders and meetings of the Board of Directors and committees thereof and
shall perform such other duties incident to the office of secretary or as may
be prescribed by the Board of Directors or the President, under whose
supervision he shall be. He shall have custody of the corporate seal of the
Corporation and he, or any Assistant Secretary, or any other person whom the
Board of Directors may designate, 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 any Assistant Secretary or by the signature of
such other person so affixing such seal.

         Section 5.10   Assistant Secretaries.

         Each Assistant Secretary shall have the usual powers and duties
pertaining to his office, together with such other powers and duties as may be
assigned to him by the Board of Directors, the President or the Secretary. The
Assistant Secretary or such other person as may be designated by the President
shall exercise the powers of the Secretary during that officer's absence or
inability to act.

         Section 5.11   Treasurer or Chief Financial Officer.

         The Treasurer or Chief Financial Officer shall have the custody of and
be responsible for the corporate funds and securities, shall keep full and
separate accounts of receipts and disbursements in the books belonging to the
Corporation and shall deposit all monies and other valuable effects in the name
and the credit of the Corporation in such depositories as may be designated by
the Board of Directors. He shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer or Chief Financial Officer and of the
financial condition of the Corporation and he shall perform all other duties
incident to the position of Treasurer or Chief Financial Officer, or as may be
prescribed by the Board of Directors or the President. If required 


                                       15


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

         Section 5.12   Assistant Treasurers.

         Each Assistant Treasurer shall have the usual powers and duties
pertaining to his office, together with such other powers and duties as may be
assigned to him by the Board of Directors, the President or the Treasurer. The
Assistant Treasurer or such other person designated by the President shall
exercise the power of the Treasurer during that officer's absence or inability
to act.

         Section 5.13   Subordinate Officers.

         The Board of Directors may (i) appoint such other subordinate officers
and agents as it shall deem necessary who shall hold their offices for such
terms, have such authority and perform such duties as the Board of Directors
may from time to time determine, or (ii) delegate to any committee or officer
the power to appoint any such subordinate officers or agents.

         Section 5.14   Salaries and Compensation.

         The salary or other compensation of officers shall be fixed from time
to time by the Board of Directors. The Board of Directors may delegate to any
committee or officer the power to fix from time to time the salary or other
compensation of officers.

                                   ARTICLE 6.

                                INDEMNIFICATION

         (a) Right to Indemnification. Each person who was or is made a party
or is threatened to be made a party to or is otherwise involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative, any appeal in such
action, suit or proceeding, and any inquiry or investigation that would lead to
such action, suit or proceeding (hereinafter a 'proceeding'), by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
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 or
of a partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan (hereinafter an 'indemnitee'), whether
the basis of such proceeding is alleged action in an official capacity as a
director or officer or in any other capacity while serving as a director or
officer, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the TBCA, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader 


                                       16


indemnification rights than permitted prior thereto), against all judgments,
fines, penalties (including excise tax and similar taxes), settlements, and
reasonable expenses actually incurred by such indemnitee in connection
therewith. The right to indemnification conferred in this Section shall include
the right to be paid by the Corporation the expenses incurred in defending any
such proceeding in advance of its final disposition (hereinafter an
'advancement of expenses'); provided, however, that, if the TBCA requires, an
advancement of expenses incurred by an indemnitee shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by that such indemnitee is not entitled to be indemnified for such
expenses under this Section or otherwise.

         (b) Insurance. The Corporation may purchase and maintain insurance, at
its expense, on behalf of any indemnitee against any liability asserted against
him and incurred by him in such a capacity or arising out of his status as a
representative of the Corporation, whether or not the Corporation would have
the power to indemnify such person against such expense, liability or loss
under the TBCA.

         (c) Indemnity of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses
to any employee or agent of the Corporation to the fullest extent of the
provisions of this Article or as otherwise permitted under the TBCA with
respect to the indemnification and advancement of expenses of directors and
officers of the Corporation.

                                   ARTICLE 7.

                                 CAPITAL STOCK

         Section 7.1    Certificates of Stock.

         Certificates of stock shall be issued to each Shareholder certifying
the number of shares owned by him in the Corporation and shall be in a form not
inconsistent with the Articles of Incorporation and as approved by the Board of
Directors. The certificates shall be signed by the Chairman of the Board, the
Chief Executive Officer, the President or a Vice President and by the Secretary
or an Assistant Secretary, or the Treasurer, Chief Financial Officer or an
Assistant Treasurer and may be sealed with the seal of the Corporation or a
facsimile thereof. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate ceases to hold
such position, such certificate may nevertheless be issued by the Corporation
with the same effect as if he were such officer, transfer agent or registrar at
the date of issue.

         If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, each certificate representing
shares shall conspicuously set forth in full or summarize on the face or back
of the certificate either (i) the powers, designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof to the 


                                       17

extent they have been filed and determined and the authority of the Board of
Directors to fix and determine the designations, preferences, limitations and
relative rights of subsequent series, or (ii) a summary thereof; provided that,
except as otherwise provided by statute, in lieu of the foregoing requirements,
there may be set forth on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock a statement
that such information is set forth in the Articles of Incorporation on file in
the office of the Secretary of State of the State of Texas, and the Corporation
will furnish without charge to each Shareholder who so requests the powers,
designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

         Section 7.2    Lost Certificates.

         The Board of Directors may direct a new certificate to be issued in
place of any certificate theretofore issued by the Corporation alleged to have
been lost, stolen or destroyed, upon the making of an affidavit of that fact by
the owner of such certificate, or his legal representative. When authorizing
the issuance of a new certificate, the Board of Directors may in its
discretion, as a condition precedent to the issuance thereof, require the
owner, or his legal representative, to give a bond in such form and substance
with such surety as it may direct, to indemnify the Corporation against any
claim that may be made on account of the alleged loss, theft or destruction of
such certificate or the issuance of such new certificate.

         Section 7.3.   Dividends.

         Subject to Article 2.38 of the TBCA and the provisions of the
Corporation's Articles of Incorporation, if any, and except as otherwise
provided by law, the directors may declare dividends upon the capital stock of
the Corporation as and when they deem it to be expedient. Such dividends may be
paid in cash, in property or in shares of the Corporation's capital stock.
Before declaring any dividend there may be set apart out of the funds of the
Corporation available for dividends, such sum or sums as the directors from
time to time in their discretion determine to be proper for working capital or
as a reserve fund to meet contingencies or for equalizing dividends, or for
such other purposes as the directors shall determine to be in the best interest
of the Corporation and the directors may modify or abolish any such reserve in
the manner in which it was created.

         Section 7.4.   Registered Shareholders.

         Except as expressly provided by law, the Corporation's Articles of
Incorporation or these Bylaws, the Corporation shall be entitled to treat
registered Shareholders as the only holders and owners in fact of the shares
standing in their respective names and the Corporation shall not be bound to
recognize any equitable or other claim to or interest in such shares on the
part of any other person, regardless of whether it shall have express or other
notice thereof.


                                       18

         Section 7.5.   Transfer of Stock.

         Transfers of shares of the capital stock of the Corporation shall be
made only on the books of the Corporation by the registered owners thereof, or
by their legal representatives or their duly authorized attorneys. Upon any
such transfers the old certificates shall be surrendered to the Corporation by
the delivery thereof to the person in charge of the stock transfer books and
ledgers, by whom they shall be canceled and new certificates shall thereupon be
issued.

                                   ARTICLE 8.

                            MISCELLANEOUS PROVISIONS

         Section 8.1.   Corporate Seal.

         If one is adopted, the corporate seal shall have inscribed thereon the
name of the Corporation and shall be in such form as may be approved by the
Board of Directors. Such seal may be used by causing it or a facsimile thereof
to be impressed or affixed or in any manner reproduced.

         Section 8.2.   Fiscal Year.

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

         Section 8.3.   Checks, Drafts, Notes.

         All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the Corporation shall be
signed by such officer or officers, agent or agents of the Corporation, and in
such manner as shall from time to time be determined by resolution (whether
general or special) of the Board of Directors or may be prescribed by any
officer or officers, or any officer and agent jointly, thereunto duly
authorized by the Board of Directors.

         Section 8.4.   Notice and Waiver of Notice.

         Whenever notice is required to be given to any director or Shareholder
under the provisions of applicable law, the Corporation's Articles of
Incorporation or these Bylaws, such notice shall be in writing and delivered
whether (i) personally, or (ii) by registered or certified mail, or (iii) by
telegram, telecopy, or similar facsimile means (delivered during the
recipient's regular business hours). Such notice shall be sent to such director
or Shareholder at the address or telecopy number as it appears on the records
of the Corporation, unless prior to the sending of such notice he has
designated, in a written request to the Secretary of the Corporation, another
address or telecopy number to which notices are to be sent. Notices shall be
deemed given when received, if sent by telegram, telex, telecopy or similar
facsimile means (confirmation of such receipt by confirmed facsimile
transmission being deemed receipt of communications sent by telex, telecopy or
other facsimile means); and when delivered and receipted for (or upon the date
of attempted delivery 


                                       19

where delivery is refused), if hand delivered, sent by express courier or
delivery service, or sent by certified or registered mail. Whenever notice is
required to be given under any provision of law, the Corporation's Articles of
Incorporation or these Bylaws, a waiver thereof in writing, by telegraph, cable
or other form of recorded communication, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business on the ground that the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Shareholders, directors, or
members of a committee of directors need be specified in any written waiver of
notice unless so required by the Corporation's Articles of Incorporation or
these Bylaws.

         Section 8.5.   Examination of Books and Records.

         The Board of Directors shall determine from time to time whether, and
if allowed, when and under what conditions and regulations the accounts and
books of the Corporation (except such as may by statute be specifically opened
to inspection) or any of them shall be open to inspection by the Shareholders,
and the Shareholders' rights in this respect are and shall be restricted and
limited accordingly.

         Section 8.6.   Voting Upon Shares Held by the Corporation.

         Unless otherwise provided by law or by the Board of Directors, the
Chairman of the Board of Directors, the Chief Executive Officer, the President,
or any Vice President, acting on behalf of the Corporation, shall have full
power and authority to attend and to act and to vote at any meeting of
shareholders of any corporation, partnership, venture or limited liability
company in which the Corporation may hold stock or other equity interest and,
at any such meeting, shall possess and may exercise any and all of the rights
and powers incident to the ownership of such equity interest which, as the
owner thereof, the Corporation might have possessed and exercised, if present.
The Board of Directors by resolution from time to time may confer like powers
upon any person or persons.

                                   ARTICLE 9.

                                   AMENDMENTS

         Except as expressly provided in the Corporation's Articles of
Incorporation, the directors, by the affirmative vote of a majority of the
entire Board of Directors and without the assent or vote of the Shareholders,
may at any meeting, provided the substance of the proposed amendment shall have
been stated in the notice of the meeting, make, repeal, alter, amend or rescind
any of these Bylaws or to adopt new Bylaws. The Shareholders shall not make,
repeal, alter, amend or rescind any of the provisions of these Bylaws except by
the holders of not less than a majority of the shares of stock of the
Corporation entitled to vote in the election of directors.


                                       20