EXHIBIT 3.13


                                    BYLAWS

                                      OF

                             PEI ACQUISITION, INC.

                              A TEXAS CORPORATION

                                   PREAMBLE

     These bylaws are subject to, and governed by, the Texas Business
Corporation Act and the articles of incorporation of PEI Acquisition, Inc. (the
"CORPORATION").  In the event of a direct conflict between the provisions of
these bylaws and the mandatory provisions of the Texas Business Corporation Act
or the provisions of the articles of incorporation of the Corporation, such
provisions of the Texas Business Corporation Act or the articles of
incorporation of the Corporation, as the case may be, will be controlling.

                            ARTICLE ONE:    OFFICES

     1.01 Registered Office and Agent. The registered office and registered
agent of the Corporation shall be as designated from time to time by the
appropriate filing by the Corporation in the office of the Secretary of State of
Texas.

     1.02 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 TWO:    SHAREHOLDERS

     2.01 Annual Meetings. An annual meeting of shareholders of the Corporation
shall be held during each calendar year on such date and at such time as shall
be designated from time to time by the board of directors and stated in the
notice of the meeting, if not a legal holiday in the place where the meeting is
to be held, and, if a legal holiday in such place, then on the next business day
following, at the time specified in the notice of the meeting. At such meeting,
the shareholders shall elect directors and transact such other business as may
properly be brought before the meeting.

     2.02 Special Meetings. A special meeting of the shareholders may be called
at any time by the president, the board of directors, or the holders of not less
than ten percent of all shares entitled to vote at such meeting. Only business
within the purpose or purposes described in the notice of special meeting may be
conducted at such special meeting.

     2.03 Place of Meetings. The annual meeting of shareholders may be held at
any place within or without the State of Texas designated by the board of
directors. Special meetings of shareholders may be held at any place within or
without the State of Texas designated by the person or persons calling such
special meeting as provided in Section 2.02 above. Meetings of shareholders
shall be held at the principal office of the

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Corporation unless another place is designated for meetings in the manner
provided herein.

     2.04 Notice. Except as otherwise provided by law, written or printed notice
stating the place, day, and hour of each meeting of the shareholders and, in
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten nor more than sixty days before the
date of the meeting by or at the direction of the president, the secretary, or
the person calling the meeting, to each shareholder of record entitled to vote
at such meeting.

     2.05 Voting List. At least ten days before each meeting of shareholders,
the secretary shall prepare a complete list of shareholders entitled to vote at
such meeting, arranged in alphabetical order, including the address of each
shareholder and the number of voting shares held by each shareholder. For a
period of ten days prior to such meeting, such list shall be kept on file at the
registered office of the Corporation and shall be subject to inspection by any
shareholder during usual business hours. Such list shall be produced at such
meeting, and at all times during such meeting shall be subject to inspection by
any shareholder. The original stock transfer books shall be prima facie evidence
as to who are the shareholders entitled to examine such list.

     2.06 Voting of Shares. Treasury shares, shares of the Corporation's own
stock owned by another corporation the majority of the voting stock of which is
owned or controlled by the Corporation, and shares of the Corporation's own
stock held by the Corporation in a fiduciary capacity shall not be shares
entitled to vote or to be counted in determining the total number of outstanding
shares. Shares standing in the name of another domestic or foreign corporation
of any type or kind may be voted by such officer, agent, or proxy as the bylaws
of such corporation may authorize or, in the absence of such authorization, 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 transfer of such shares into his name so long as
such shares form a part of the estate served by him and are in the possession of
such estate. Shares held by a trustee may be voted by him, either in person or
by proxy, only after the shares have been transferred into his name as trustee.
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 transfer of such shares into his name if authority to do so is contained
in the court order by which such receiver was appointed. A shareholder whose
shares are pledged shall be entitled to vote such shares until they have been
transferred into the name of the pledgee, and thereafter, the pledgee shall be
entitled to vote such shares.

     2.07 Quorum. The holders of a majority of the outstanding shares entitled
to vote, present in person or represented by proxy, shall constitute a quorum at
any meeting of shareholders, except as otherwise provided by law, the articles
of incorporation, or these bylaws. If a quorum shall not be present or
represented at any meeting of shareholders, a majority of the shareholders
entitled to vote at the meeting, who are present in person or represented by
proxy, may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or

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represented. At any reconvening of an adjourned meeting at which a quorum shall
be present or represented by proxy, any business may be transacted which could
have been transacted at the original meeting, if a quorum had been present or
represented.

     2.08 Majority Vote; Withdrawal of Quorum. If a quorum is present in person
or represented by proxy at any meeting, the vote of the holders of a majority of
the outstanding shares entitled to vote, present in person or represented by
proxy, shall decide any question brought before such meeting, unless the
question is one on which, by express provision of law, the articles of
incorporation, or these bylaws, a different vote is required, in which event
such express provision shall govern and control the decision of such question.
The shareholders present at a duly convened meeting may continue to transact
business until adjournment, notwithstanding any withdrawal of shareholders which
may leave less than a quorum remaining.

     2.09 Method of Voting; Proxies. Every shareholder of record shall be
entitled at every meeting of shareholders to one vote on each matter submitted
to a vote, for every share standing in his name on the original stock transfer
books of the Corporation except to the extent that the voting rights of the
shares of any class or classes are limited or denied by the articles of
incorporation. Such stock transfer books shall be prima facie evidence as to the
identity of shareholders entitled to vote. At any meeting of shareholders, every
shareholder having the right to vote may vote either in person or by a proxy
executed in writing by the shareholder or by his duly authorized attorney-in-
fact. Each such proxy shall be filed with the secretary of the Corporation
before, or at the time of, the meeting. No proxy shall be valid after eleven
months from the date of its execution, unless otherwise provided in the proxy.
If no date is stated on a proxy, such proxy shall be presumed to have been
executed on the date of the meeting at which it is to be voted. Each proxy shall
be revocable unless the proxy form conspicuously states that the proxy is
irrevocable and the proxy is coupled with an interest.

     2.10 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 reconvening thereof, or entitled to receive a distribution (other than a
distribution involving a purchase or redemption by the Corporation of any of its
own shares) or a share 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 of the Corporation shall be closed for a stated
period but not to exceed in any event sixty days. If the stock transfer books
are closed for the purpose of determining shareholders entitled to notice of, or
to vote at, a meeting of shareholders, such books shall be closed for at least
ten days immediately preceding such meeting. In lieu of closing the stock
transfer books, 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 days and, in case of a meeting of shareholders, not less than
ten 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 if no record date is fixed for the determination of shareholders
entitled to notice of, or to vote at, a meeting of shareholders or entitled to
receive a distribution (other than a distribution involving a purchase or
redemption by the Corporation of any of its own shares) or a share dividend, the
date on which the notice of

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the meeting is mailed or the date on which the resolution of the board of
directors declaring such distribution or share dividend is adopted, as the case
may be, shall be the record date for such determination of shareholders.

     2.11 Officers' Duties at Meetings. The president shall preside at, and the
secretary shall prepare minutes of, each meeting of shareholders, and in the
absence of either such officer, his duties shall be performed by some person or
persons elected by the vote of the holders of a majority of the outstanding
shares entitled to vote, present in person or represented by proxy.

                          ARTICLE THREE:    DIRECTORS

     3.01 Management. The business and property of the Corporation shall be
managed by the board of directors, and subject to the restrictions imposed by
law, the articles of incorporation, or these bylaws, the board of directors may
exercise all the powers of the Corporation.

     3.02 Number; Election; Term; Qualification. The number of directors which
shall constitute the board of directors shall be not less than one. The first
board of directors shall consist of the number of directors named in the
articles of incorporation. Thereafter, the number of directors which shall
constitute the entire board of directors shall be determined by resolution of
the board of directors at any meeting thereof or by the shareholders at any
meeting thereof, but shall never be less than one. At each annual meeting of
shareholders, directors shall be elected to hold office until the next annual
meeting of shareholders and until their successors are elected and qualified. No
director need be a shareholder, a resident of the State of Texas, or a citizen
of the United States. In addition, the board of directors may appoint such
advisory directors as it determines from time to time to be appropriate.
Advisory directors shall not have the right to vote on any matter brought before
the board of directors for a vote, but shall have the right to attend board
meetings and to receive such documents and other materials as are provided to
all other board members, unless either the president or a majority of the board
of directors determines that such attendance or the provision of such materials
could have an adverse effect on the business or operations of the Corporation or
is otherwise not in the best interests of the Corporation. Advisory directors
may receive such compensation, including the issuance of stock options, as the
board of directors determines is appropriate. Any advisory directors may be
removed by the board of directors, with or without cause and with or without
notice at any time.

     3.03 Changes in Number. No decrease in the number of directors constituting
the entire board of directors shall have the effect of shortening the term of
any incumbent director. Any directorship to be filled by reason of an increase
in the number of directors may be filled by (i) the shareholders at any annual
or special meeting of shareholders called for that purpose or (ii) 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 such directorships during the period between any two
successive annual meetings of shareholders. Notwithstanding the foregoing,
whenever the holders of any class or series of shares are entitled to elect one

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or more directors by the provisions of the articles of incorporation, any newly
created directorship(s) of such class or series to be filled by reason of an
increase in the number of such directors may be filled by the affirmative vote
of a majority of the directors elected by such class or series then in office or
by a sole remaining director so elected or by the vote of the holders of the
outstanding shares of such class or series, and such directorship(s) shall not
in any case be filled by the vote of the remaining directors or by the holders
of the outstanding shares of the Corporation as a whole unless otherwise
provided in the articles of incorporation.

     3.04 Removal. At any meeting of shareholders called expressly for that
purpose, any director or the entire board of directors may be removed, with or
without cause, by a vote of the holders of a majority of the shares then
entitled to vote on the election of directors.

     3.05 Vacancies. Any vacancy occurring in the board of directors may be
filled by (i) the shareholders at any annual or special meeting of shareholders
called for that purpose or (ii) the affirmative vote of a majority of the
remaining directors though less than a quorum of the board of directors. A
director elected to fill a vacancy shall be elected to serve for the unexpired
term of his predecessor in office. Notwithstanding the foregoing, whenever the
holders of any class or series of shares are entitled to elect one or more
directors by the provisions of the articles of incorporation, any vacancies in
such directorship(s) may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected or by the vote of the holders of the outstanding shares of
such class or series, and such directorship(s) shall not in any case be filled
by the vote of the remaining directors or the holders of the outstanding shares
of the Corporation as a whole unless otherwise provided in the articles of
incorporation.

     3.06 Place of Meetings. The board of directors may hold its meetings and
may have an office and keep the books of the Corporation, except as otherwise
provided by law, in such place or places within or without the State of Texas as
the board of directors may from time to time determine.

     3.07 First Meeting. Each newly elected board of directors may hold its
first meeting for the purpose of organization and the transaction of business,
if a quorum is present, immediately after and at the same place as the annual
meeting of shareholders, and notice of such meeting shall not be necessary.

     3.08 Regular Meetings. Regular meetings of the board of directors may be
held without notice at such times and places as may be designated from time to
time by resolution of the board of directors and communicated to all directors.

     3.09 Special Meetings; Notice. Special meetings of the board of directors
shall be held whenever called by the president or by any director. The person
calling any special meeting shall cause notice of such special meeting,
including therein the time and place of such special meeting, to be given to
each director at least two days before such special

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meeting. Neither the business to be transacted at, nor the purpose of, any
special meeting of the board of directors need be specified in the notice or
waiver of notice of any special meeting.

     3.10 Quorum; Majority Vote. At all meetings of the board of directors, a
majority of the directors, fixed in the manner provided in these bylaws, shall
constitute a quorum for the transaction of business. If a quorum is not present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time, without notice other than an announcement at the meeting, until a
quorum is present. The act of a majority of the directors present at a meeting
at which a quorum is in attendance shall be the act of the board of directors,
unless the act of a greater number is required by law, the articles of
incorporation, or these bylaws.

     3.11 Procedure; Minutes. At meetings of the board of directors, business
shall be transacted in such order as the board of directors may determine from
time to time. The board of directors shall appoint at each meeting a person to
preside at the meeting and a person to act as secretary of the meeting. The
secretary of the meeting shall prepare minutes of the meeting which shall be
delivered to the secretary of the Corporation for placement in the minute books
of the Corporation.

     3.12 Presumption of Assent. A director of the Corporation who is present at
any meeting of the board of directors at which action on any matter is taken
shall be presumed to have assented to the action unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as secretary of the meeting before
the adjournment thereof or shall forward any dissent by certified or registered
mail to the secretary of the Corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.

     3.13 Compensation. Directors, in their capacity as directors, may receive,
by resolution of the board of directors, a fixed sum and expenses of attendance,
if any, for attending meetings of the board of directors or a stated salary. No
director shall be precluded from serving the Corporation in any other capacity
or receiving compensation therefor.

                          ARTICLE FOUR:    COMMITTEES

     4.01 Designation. The board of directors may, by resolution adopted by a
majority of the entire board of directors, designate executive and other
committees.

     4.02 Number; Qualification; Term. Each committee shall consist of one or
more directors appointed by resolution adopted by a majority of the entire board
of directors. The number of committee members may be increased or decreased from
time to time by resolution adopted by a majority of the entire board of
directors. Each committee member shall serve as such until the earliest of (i)
the expiration of his term as director, (ii) his resignation as a committee
member or as a director, or (iii) his removal, as a committee member or as a
director.

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     4.03 Authority. Each committee, to the extent expressly provided in the
resolution establishing such committee, shall have and may exercise all of the
authority of the board of directors in the management of the business and
property of the Corporation, including, without limitation, the power and
authority to declare a dividend and to authorize the issuance of shares of the
Corporation. Notwithstanding the foregoing, however, no committee shall have the
authority of the board of directors in reference to:

        (a) amending the articles of incorporation;

        (b) approving a plan of merger or consolidation;

        (c) recommending to the shareholders the sale, lease, or exchange of all
     or substantially all of the property and assets of the Corporation
     otherwise than in the usual and regular course of its business;

        (d) recommending to the shareholders a voluntary dissolution of the
     Corporation or a revocation thereof;

        (e) amending, altering, or repealing these bylaws or adopting new
     bylaws;

        (f) filling vacancies in the board of directors or of any committee;

        (g) filling any directorship to be filled by reason of an increase in
     the number of directors;

        (h) electing or removing officers or committee members;

        (i) fixing the compensation of any committee member; or

        (j) altering or repealing any resolution of the board of directors which
     by its terms provides that it shall not be amendable or repealable.

     4.04 Committee Changes; Removal. The board of directors shall have the
power at any time to fill vacancies in, to change the membership of, and to
discharge any committee. However, a committee member may be removed by the board
of directors, only if, in the judgment of the board of directors, the best
interests of the Corporation will be served thereby.

     4.05 Regular Meetings. Regular meetings of any committee may be held
without notice at such time and place as may be designated from time to time by
the committee and communicated to all members thereof.

     4.06 Special Meetings. Special meetings of any committee may be held
whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee member
at least two days before

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such special meeting. Neither the business to be transacted at, nor the purpose
of, any special meeting of any committee need be specified in the notice or
waiver of notice of any special meeting.

     4.07 Quorum; Majority Vote. At meetings of any committee, a majority of the
number of members designated by the board of directors shall constitute a quorum
for the transaction of business. If a quorum is not present at a meeting of any
committee, a majority of the members present may adjourn the meeting from time
to time, without notice other than an announcement at the meeting, until a
quorum is present. The act of a majority of the members present at any meeting
at which a quorum is in attendance shall be the act of a committee, unless the
act of a greater number is required by law, the articles of incorporation, or
these bylaws.

     4.08 Minutes. Each committee shall cause minutes of its proceedings to be
prepared and shall report the same to the board of directors upon the request of
the board of directors. The minutes of the proceedings of each committee shall
be delivered to the secretary of the Corporation for placement in the minute
books of the Corporation.

     4.09 Compensation. Committee members may, by resolution of the board of
directors, be allowed a fixed sum and expenses of attendance, if any, for
attending any committee meetings or a stated salary.

     4.10 Responsibility. The designation of any committee and the delegation of
authority to it shall not operate to relieve the board of directors or any
director of any responsibility imposed upon it or such director by law.

           ARTICLE FIVE:    GENERAL PROVISIONS RELATING TO MEETINGS

     5.01 Notice. Whenever by law, the articles of incorporation, or these
bylaws, notice is required to be given to any committee member, director, or
shareholder and no provision is made as to how such notice shall be given, it
shall be construed to mean that any such notice may be given (a) in person, (b)
in writing, by mail, postage prepaid, addressed to such committee member,
director, or shareholder at his address as it appears on the books of the
Corporation or, in the case of a shareholder, the stock transfer records of the
Corporation, or (c) by any other method permitted by law. Any notice required or
permitted to be given by mail shall be deemed to be delivered and given at the
time when the same is deposited in the United States mail, postage prepaid, and
addressed as aforesaid. Any notice required or permitted to be given by
telegram, telex, cable, telecopier, or similar means shall be deemed to be
delivered and given at the time transmitted with all charges prepaid and
addressed as aforesaid.

     5.02 Waiver of Notice. Whenever by law, the articles of incorporation, or
these bylaws, any notice is required to be given to any committee member,
shareholder, or director of the Corporation, a waiver thereof in writing signed
by the person or persons entitled to such notice, whether before or after the
time notice should have been given, shall be equivalent to the giving of such
notice. Attendance of a committee member, shareholder, or director at a meeting
shall constitute a waiver of notice of such meeting,

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except where such person attends for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

     5.03 Telephone and Similar Meetings. Shareholders, directors, or committee
members may participate in and hold a meeting by means of a conference telephone
or similar communications equipment by means of which persons participating in
the meeting can hear each other. Participation in such a meeting shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

     5.04 Action Without Meeting. Any action which may be taken, or is required
by law, the articles of incorporation, or these bylaws to be taken, at a meeting
of shareholders, the directors, or any committee members 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, directors, or committee members, as the case
may be, entitled to vote with respect to the subject matter thereof, and such
consent shall have the same force and effect, as of the date stated therein, as
a unanimous vote of such shareholders, directors, or committee members, as the
case may be, and may be stated as such in any document filed with the Secretary
of State of Texas or in any certificate or other document delivered to any
person. The consent may be in one or more counterparts so long as each
shareholder, director, or committee member signs one of the counterparts. The
signed consent shall be placed in the minute books of the Corporation.

                   ARTICLE SIX:    OFFICERS AND OTHER AGENTS

     6.01 Number; Titles; Election; Term; Qualification. The officers of the
Corporation shall be a president and secretary, and if the board of directors
determines appropriate, one or more vice presidents (and, in the case of each
vice president, with such descriptive title, if any, as the board of directors
shall determine), and a treasurer. The Corporation may also have a chairman of
the board, one or more assistant treasurers, one or more assistant secretaries,
and such other officers and such agents as the board of directors may from time
to time elect or appoint. The board of directors shall elect a president and
secretary and such other officers as it deems appropriate at its first meeting
at which a quorum shall be present after the annual meeting of shareholders or
whenever a vacancy exists. The board of directors then, or from time to time,
may also elect or appoint one or more other officers or agents as it shall deem
advisable. Each officer and agent shall hold office for the term for which he is
elected or appointed and until his successor has been elected or appointed and
qualified. Any person may hold any number of offices. No officer or agent need
be a shareholder, a director, a resident of the State of Texas, or a citizen of
the United States.

     6.02 Removal. Any officer or agent elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interest of the Corporation will be served thereby, but 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.

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     6.03 Vacancies. Any vacancy occurring in any office of the Corporation may
be filled by the board of directors.

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

     6.05 Compensation. The compensation, if any, of officers and agents shall
be fixed from time to time by the board of directors; provided, that the board
of directors may by resolution delegate to any one or more officers of the
Corporation the authority to fix such compensation.

     6.06 Chairman of the Board. The chairman of the board shall have such
powers and duties as may be prescribed by the board of directors.

     6.07 President. Unless and to the extent that such powers and duties are
expressly delegated to a chairman of the board by the board of directors, the
president shall be the chief executive officer of the Corporation and, subject
to the supervision of the board of directors, shall have general management and
control of the business and property of the Corporation in the ordinary course
of its business with all such powers with respect to such general management and
control as may be reasonably incident to such responsibilities, including, but
not limited to, the power to employ, discharge, or suspend employees and agents
of the Corporation, to fix the compensation of employees and agents, and to
suspend, with or without cause, any officer of the Corporation pending final
action by the board of directors with respect to continued suspension, removal,
or reinstatement of such officer. The president may, without limitation, agree
upon and execute all division and transfer orders, bonds, contracts, and other
obligations in the name of the Corporation.

     6.08 Vice Presidents. Each vice president shall have such powers and duties
as may be prescribed by the board of directors or as may be delegated from time
to time by the president and (in the order as designated by the board of
directors, or in the absence of such designation, as determined by the length of
time each has held the office of vice president continuously) shall exercise the
powers of the president during that officer's absence or inability to act. As
between the Corporation and third parties, any action taken by a vice president
in the performance of the duties of the president shall be conclusive evidence
of the absence or inability to act of the president at the time such action was
taken.

     6.09 Treasurer. The treasurer shall have custody of the Corporation's funds
and securities, shall keep full and accurate accounts of receipts and
disbursements, and shall deposit all moneys and valuable effects in the name and
to the credit of the Corporation in such depository or depositories as may be
designated by the board of directors. The treasurer shall audit all payrolls and
vouchers of the Corporation, receive, audit, and consolidate all operating and
financial statements of the Corporation and its various departments, shall
supervise the accounting and auditing practices of the Corporation, and shall
have charge of matters relating to taxation. Additionally, the

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treasurer shall have the power to endorse for deposit, collection, or otherwise
all checks, drafts, notes, bills of exchange, and other commercial paper payable
to the Corporation and to give proper receipts and discharges for all payments
to the Corporation. The treasurer shall perform such other duties as may be
prescribed by the board of directors or as may be delegated from time to time by
the president.

     6.10 Assistant Treasurers. Each assistant treasurer shall have such powers
and duties as may be prescribed by the board of directors or as may be delegated
from time to time by the president. The assistant treasurers (in the order as
designated by the board of directors or, in the absence of such designation, as
determined by the length of time each has held the office of assistant treasurer
continuously) shall exercise the powers of the treasurer during that officer's
absence or inability to act. As between the Corporation and third parties, any
action taken by an assistant treasurer in the performance of the duties of the
treasurer shall be conclusive evidence of the absence or inability to act of the
treasurer at the time such action was taken.

     6.11 Secretary. The secretary shall maintain minutes of all meetings of the
board of directors, of any committee, and of the shareholders or consents in
lieu of such minutes in the Corporation's minute books, and shall cause notice
of such meetings to be given when requested by any person authorized to call
such meetings. The secretary may sign with the president, in the name of the
Corporation, all contracts of the Corporation and affix the seal of the
Corporation thereto. The secretary shall have charge of the certificate books,
stock transfer books, stock ledgers, and such other stock books and papers as
the board of directors may direct, all of which shall at all reasonable times be
open to inspection by any director at the office of the Corporation during
business hours. The secretary shall perform such other duties as may be
prescribed by the board of directors or as may be delegated from time to time by
the president.

     6.12 Assistant Secretaries. Each assistant secretary shall have such powers
and duties as may be prescribed by the board of directors or as may be delegated
from time to time by the president. The assistant secretaries (in the order
designated by the board of directors or, in the absence of such designation, as
determined by the length of time each has held the office of assistant secretary
continuously) shall exercise the powers of the secretary during that officer's
absence or inability to act. As between the Corporation and third parties, any
action taken by an assistant secretary in the performance of the duties of the
secretary shall be conclusive evidence of the absence or inability to act of the
secretary at the time such action was taken.

                ARTICLE SEVEN:    CERTIFICATES AND SHAREHOLDERS

     7.01 Certificated and Uncertificated Shares. The shares of the Corporation
may be either certificated shares or uncertificated shares. As used herein, the
term "certificated shares" means shares represented by instruments in bearer or
registered form, and the term "uncertificated shares" means shares not
represented by instruments and the transfers of which are registered upon books
maintained for that purpose by or on behalf of the Corporation.

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     7.02 Certificates for Certificated Shares. The certificates representing
certificated shares of stock of the Corporation shall be in such form as shall
be approved by the board of directors in conformity with law. The certificates
shall be consecutively numbered, shall be entered as they are issued in the
books of the Corporation or in the records of the Corporation's designated
transfer agent, if any, and shall state upon the face thereof: (a) that the
Corporation is organized under the laws of the State of Texas; (b) the name of
the person to whom issued; (c) the number and class of shares and the
designation of the series, if any, which such certificate represents; (d) the
par value of each share represented by such certificate, or a statement that the
shares are without par value; and (e) such other matters as may be required by
law. The certificates shall be signed by the president or any vice president and
also by the secretary, an assistant secretary, or any other officer; however,
the signatures of any of such officers may be facsimiles. The certificates may
be sealed with the seal of the Corporation or a facsimile thereof.

     7.03  Issuance.  Shares with or without par value may be issued for such
consideration and to such persons as the board of directors may from time to
time determine, except in the case of shares with par value the consideration
must be at least equal to the par value of such shares.  Shares may not be
issued until the full amount of the consideration has been paid.  After the
issuance of uncertificated shares, the Corporation or the transfer agent of the
Corporation shall send to the registered owner of such uncertificated shares a
written notice containing the information required to be stated on certificates
representing shares of stock as set forth in Section 7.02 above and such
additional information as may be required by Article 2.19 of the Texas Business
Corporation Act as currently in effect and as the same may be amended from time
to time hereafter.

     7.04 Consideration for Shares. The consideration for the issuance of shares
shall consist of money paid, promissory notes, labor done (including services
actually performed or future services to be performed for the Corporation), or
property (tangible or intangible) actually received. In the absence of fraud in
the transaction, the judgment of the board of directors as to the value of
consideration received shall be conclusive. When consideration, fixed as
provided by law, has been paid, the shares shall be deemed to have been issued
and shall be considered fully paid and nonassessable. The consideration received
for shares shall be allocated by the board of directors, in accordance with law,
between stated capital and capital surplus accounts.

     7.05 Lost, Stolen, or Destroyed Certificates. The Corporation shall issue a
new certificate or certificates in place of any certificate representing shares
previously issued if the registered owner of the certificate:

        (a) Claim. Makes proof by affidavit, in form and substance satisfactory
     to the board of directors, that a previously issued certificate
     representing shares has been lost, destroyed, or stolen;

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

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

        (d) Other Requirements. Satisfies any other reasonable requirements
     imposed by the board of directors.

     7.06 Transfer of Shares. Shares of stock of the Corporation shall be
transferable only on the books of the Corporation by the shareholders thereof in
person or by their duly authorized attorneys or legal representatives. With
respect to certificated shares, upon surrender to the Corporation or the
transfer agent of the Corporation for transfer of a certificate representing
shares duly endorsed and accompanied by any reasonable assurances that such
endorsements are genuine and effective as the Corporation may require and after
compliance with any applicable law relating to the collection of taxes, the
Corporation or its transfer agent shall, if it has no notice of an adverse claim
or if it has discharged any duty with respect to any adverse claim, issue one or
more new certificates to the person entitled thereto, cancel the old
certificate, and record the transaction upon its books. With respect to
uncertificated shares, upon delivery to the Corporation or the transfer agent of
the Corporation of an instruction originated by an appropriate person (as
prescribed by section 8.107 of the Texas Uniform Commercial Code as currently in
effect and as the same may be amended from time to time hereafter) and
accompanied by any reasonable assurances that such instruction is genuine and
effective as the Corporation may require and after compliance with any
applicable law relating to the collection of taxes, the Corporation or its
transfer agent shall, if it has no notice of an adverse claim or has discharged
any duty with respect to any adverse claim, record the transaction upon its
books, and shall send to the new registered owner of such uncertificated shares,
and, if the shares have been transferred subject to a registered pledge, to the
registered pledgee, a written notice containing the information required to be
stated on certificates representing shares of stock set forth in Section 7.02
above and such additional information as may be required by Article 2.19 of the
Texas Business Corporation Act as currently in effect and as the same may be
amended from time to time hereafter.

     7.07 Registered Shareholders. The Corporation shall be entitled to treat
the shareholder of record as the shareholder in fact of any shares and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such shares on the part of any other person, whether or not it shall
have actual or other notice thereof, except as otherwise provided by law.

     7.08 Legends. The board of directors shall cause an appropriate legend to
be placed on certificates representing shares of stock as may be deemed
necessary or

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desirable by the board of directors in order for the Corporation to comply with
applicable federal or state securities or other laws.

     7.09 Regulations. The board of directors shall have the power and authority
to make all such rules and regulations as it may deem expedient concerning the
issue, transfer, registration, or replacement of certificates representing
shares of stock of the Corporation.

                  ARTICLE EIGHT:    MISCELLANEOUS PROVISIONS

     8.01 Dividends. Subject to provisions of applicable statutes and the
articles of incorporation, dividends may be declared by and at the discretion of
the board of directors at any meeting and may be paid in cash, in property, or
in shares of stock of the Corporation.

     8.02 Reserves. The board of directors may create out of funds of the
Corporation legally available therefor such reserve or reserves out of the
Corporation's surplus as the board of directors from time to time, in its
discretion, considers proper to provide for contingencies, to equalize
dividends, to repair or maintain any property of the Corporation, or for such
other purpose as the board of directors shall consider beneficial to the
Corporation. The board of directors may modify or abolish any such reserve.

     8.03 Books and Records. The Corporation shall keep correct and complete
books and records of account, shall keep minutes of the proceedings of its
shareholders, board of directors, and any committee, 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 shareholder.

     8.04 Fiscal Year. The fiscal year of the Corporation shall be fixed by the
board of directors; provided, that if such fiscal year is not fixed by the board
of directors and the board of directors does not defer its determination of the
fiscal year, the fiscal year shall be the calendar year.

     8.05 Seal. The seal, if any, of the Corporation shall be in such form as
may be approved from time to time by the board of directors. If the board of
directors approves a seal, the affixation of such seal shall not be required to
create a valid and binding obligation against the Corporation.

     8.06 Attestation by the Secretary. With respect to any deed, deed of trust,
mortgage, or other instrument executed by the Corporation through its duly
authorized officer or officers, the attestation to such execution by the
secretary of the Corporation shall not be necessary to constitute such deed,
deed of trust, mortgage, or other instrument a valid and binding obligation
against the Corporation unless the resolutions, if any, of the board of
directors authorizing such execution expressly state that such attestation is
necessary.

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     8.07 Resignation. Any director, committee member, officer, or agent may
resign by so stating at any meeting of the board of directors or by giving
written notice to the board of directors, the president, or the secretary. Such
resignation shall take effect at the time specified in the statement at the
board of directors' meeting or in the written notice, but in no event may the
effective time of such resignation be prior to the time such statement is made
or such notice is given. If no effective time is specified in the resignation,
the resignation shall be effective immediately. Unless a resignation specifies
otherwise, it shall be effective without being accepted.

     8.08 Securities of Other Corporations. The president or any vice president
of the Corporation shall have the power and authority to transfer, endorse for
transfer, vote, consent, or take any other action with respect to any securities
of another issuer which may be held or owned by the Corporation and to make,
execute, and deliver any waiver, proxy, or consent with respect to any such
securities.

     8.09 Amendment of Bylaws. The power to amend or repeal these bylaws or to
adopt new bylaws is vested in the board of directors, but is subject to the
right of the shareholders to amend or repeal these bylaws or to adopt new
bylaws.

     8.10 Invalid Provisions. If any part of these bylaws is held invalid or
inoperative for any reason, the remaining parts, so far as is possible and
reasonable, shall remain valid and operative.

     8.11 Headings; Table of Contents. The headings and table of contents used
in these bylaws are for convenience only and do not constitute matter to be
construed in the interpretation of these bylaws.

     The undersigned, the secretary of the Corporation, hereby certifies that
the foregoing bylaws were adopted by the board of directors of the Corporation
as of July 30, 2001.



                               /s/ Hulda L. Coskey
                               ------------------------------------
                               Hulda L. Coskey, Secretary

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