
<PAGE>   1
                                                                 EXHIBIT 3.10






                                     BYLAWS

                                       OF

                           CT ACQUISITION CORPORATION







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                                     BYLAWS

                                       OF

                           CT ACQUISITION CORPORATION


                           * * * * * * * * * * * * * *

                                TABLE OF CONTENTS

<TABLE>
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<S>      <C>                <C>                                                                                <C>
ARTICLE I. - OFFICES............................................................................................  1
         Section 1.        Principal Office.....................................................................  1
         Section 2.        Other Offices........................................................................  1

ARTICLE II. - MEETINGS OF SHAREHOLDERS..........................................................................  1
         Section 1.        Place of Meetings....................................................................  1
         Section 2.        Annual Meeting.......................................................................  1
         Section 3.        List of Shareholders.................................................................  1
         Section 4.        Special Meetings.....................................................................  2
         Section 5.        Notice...............................................................................  2
         Section 6.        Quorum...............................................................................  2
         Section 7.        Voting by Shareholders...............................................................  3
         Section 8.        Voting Procedure.....................................................................  3
         Section 9.        Record Date..........................................................................  3
         Section 10.       Action Without Meeting; Telephone Meetings...........................................  4

ARTICLE III. - DIRECTORS........................................................................................  5
         Section 1.        Management...........................................................................  5
         Section 2.        Number; Election.....................................................................  5
         Section 3.        Change in Number.....................................................................  6
         Section 4.        Removal and Vacancies................................................................  6
         Section 5.        Election of Directors................................................................  6
         Section 6.        Election of Directors................................................................  6
         Section 7.        Place of Meetings....................................................................  7
         Section 8.        First Meetings.......................................................................  7
         Section 9.        Regular Meetings.....................................................................  7
         Section 10.       Special Meetings.....................................................................  7
         Section 11.       Quorum...............................................................................  7
         Section 12.       Action Without Meeting; Telephone Meetings...........................................  7
         Section 13.       Chairman of the Board................................................................  8
         Section 14.       Compensation.........................................................................  8
         Section 15.       Executive Committee..................................................................  8
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                                TABLE OF CONTENTS
                                   (Continued)

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<S>      <C>                <C>                                                                                <C>

         Section 16.       Other Committees.....................................................................  8

ARTICLE IV. - NOTICES...........................................................................................  8
         Section 1.        Method...............................................................................  8
         Section 2.        Waiver...............................................................................  9

ARTICLE V. - OFFICERS...........................................................................................  9
         Section 1.        Officers.............................................................................  9
         Section 2.        Election.............................................................................  9
         Section 3.        Compensation.........................................................................  9
         Section 4.        Removal and Vacancies................................................................  9
         Section 5.        President............................................................................ 10
         Section 6.        Vice President....................................................................... 10
         Section 7.        Secretary............................................................................ 10
         Section 8.        Assistant Secretaries................................................................ 10
         Section 9.        Treasurer............................................................................ 10
         Section 10.       Assistant Treasurers................................................................. 11

ARTICLE VI. - CERTIFICATES REPRESENTING SHARES.................................................................. 11
         Section 1.        Certificates......................................................................... 11
         Section 2.        Lost Certificates.................................................................... 11
         Section 3.        Transfer of Shares................................................................... 11
         Section 4.        Registered Shareholders.............................................................. 11

ARTICLE VII. - GENERAL PROVISIONS............................................................................... 12
         Section 1.        Distributions and Share Dividends.................................................... 12
         Section 2.        Reserves............................................................................. 12
         Section 3.        Checks............................................................................... 12
         Section 4.        Fiscal Year.......................................................................... 13
         Section 5.        Seal................................................................................. 13
         Section 6.        Indemnification...................................................................... 13
         Section 7.        Amendments........................................................................... 13
         Section 8.        Table of Contents; Headings.......................................................... 13
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                                     BYLAWS

                                       OF

                           CT ACQUISITION CORPORATION

                               (the "Corporation")


                                   ARTICLE I.

                                     OFFICES

         Section 1. Principal Office. The principal business office of the
Corporation shall be at 13800 Montfort Drive, Suite 300, Dallas, Texas 75240.

         Section 2. 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 II.

                            MEETINGS OF SHAREHOLDERS

         Section 1. Place of Meetings. Meetings of shareholders for all purposes
may be held at such time and place, within or without the State of Texas, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

         Section 2. Annual Meeting. An annual meeting of the shareholders,
commencing with the year 1996, shall be held each 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 or in a duly executed waiver of notice of
such meeting. At such meetings, the shareholders shall elect a Board of
Directors and transact such other business as may properly be brought before the
meeting.

         Section 3. List of Shareholders. At least ten (10) days before each
meeting of the shareholders, a complete list of the shareholders entitled to
vote at said meeting or any adjournment thereof, arranged in alphabetical order
with the address of and the number of voting shares held by each, shall be
prepared by the officer or agent having charge of the stock transfer books. Such
list, for a period of ten (10) days prior to such meeting, shall be kept on file
at the registered office or principal place of business of the Corporation and
shall be subject to inspection by any shareholder at any time during usual
business hours. Such list shall be 




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produced and kept open at the time and place of the meeting during the whole
time thereof, and shall be subject to the inspection of any shareholder who may
be present.

         Section 4. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, the Articles of
Incorporation, or these Bylaws, may be called by (a) the President or the Board
of Directors, or (b) the holders of at least ten percent (10%) of all shares
entitled to vote at such meetings, unless the Articles of Incorporation provide
for a number of shares greater than or less than ten percent (10%), in which
event special meetings may be called by the holders of at least the percentage
of shares specified in the Articles of Incorporation, provided, however, that in
no event may the Articles of Incorporation require a percentage greater than
fifty percent (50%). Business transacted at a special meeting shall be confined
to the purposes stated in the notice of the meeting.

         Section 5. Notice. Written or printed notice stating the place, day and
hour of a meeting of 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 (10) or, in the event of a merger or consolidation, not less than
twenty (20), nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the President, the
Secretary, or the officer or person calling the meeting, to each shareholder of
record entitled to vote at the meeting. Notice need not be given to a
shareholder if (1) notice of two consecutive annual meetings and all notices of
any meetings held during the period between those annual meetings or (2) all
(but in no event less than two) payments (if sent by first class mail) of
distributions or interest on securities during a 12-month period have been
mailed to the shareholder, addressed at his address as shown on the records of
the Corporation, and have been returned undeliverable. If such a shareholder
delivers to the Corporation a written notice setting forth his current address,
the notice requirement of this Section shall be reinstated.

         Section 6. Quorum. At each meeting the holders of a majority of the
shares issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall be requisite and shall constitute a quorum of the
shareholders for the transaction of business except as otherwise provided by
statute, the Articles of Incorporation or these Bylaws, but in no event shall a
quorum consist of the holders of less than one-third of the shares entitled to
vote at such a meeting. If, however, such quorum shall not be present or
represented at any meeting of the shareholders, the shareholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.

         Section 7. Voting by Shareholders. (a) With respect to any matter other
than the election of directors or a matter for which the affirmative vote of the
holders of a specified portion of the shares entitled to vote is required by the
Texas Business Corporation Act, the affirmative 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 shall 





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be the act of the shareholders, unless otherwise provided in the Articles of
Incorporation or the Bylaws.

         (b) Unless otherwise provided in the Articles of Incorporation or the
Bylaws, directors shall be elected by a plurality of the 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.

         Section 8. Voting Procedure. Each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders, except to the extent that the voting rights of the
shares of any class or classes are limited or denied or special voting rights
are provided by the Articles of Incorporation. At any meeting of the
shareholders, every shareholder having the right to vote shall be entitled to
vote in person, by proxy appointed by an instrument in writing subscribed by
such shareholder, or by his duly authorized attorney-in-fact. No form of proxy
or power of attorney bearing a date more than eleven (11) months prior to said
meeting shall be valid, unless said instrument provides for a longer period.
Each proxy shall be revocable unless the proxy form conspicuously states that
the proxy is irrevocable and the proxy is coupled with an interest. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting.

         Section 9. Record Date. (a) For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive a distribution by the Corporation
(other than a distribution involving a purchase or redemption by the Corporation
of any of its own shares) or a share dividend, or in order to make a
determination of shareholders for any other proper purpose (other than
determining shareholders entitled to consent to action by shareholders proposed
to be taken without a meeting of shareholders), the Board of Directors of the
Corporation may provide that the share transfer records shall be closed for a
stated period but not to exceed, in any case, sixty (60) days. If the share
transfer records shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such records
shall be closed for at least ten (10) days immediately preceding such meeting.
In lieu of closing the share transfer records, the Bylaws or, in the absence of
an applicable Bylaw, the Board of Directors, may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than sixty (60) days and, in the case of a meeting of shareholders,
not less than ten (10) days, prior to the date on which the particular action
requiring such determination of shareholders is to be taken. If the share
transfer records are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive 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 notice of the meeting is
mailed or the date on which the resolution of the Board of Directors declaring
such distribution or share dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this subsection, such determination shall apply to any adjournment
thereof, except where the determination has been





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made through the closing of the share transfer records and the stated period of
closing has expired.

         (b) For the purpose of determining shareholders entitled to call a
special meeting of shareholders pursuant to Section 4 of this Article II, the
record date shall be the date the first shareholder signs the notice of the
meeting.

         (c) Unless a record date shall have previously been fixed or determined
pursuant to this section, 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 precede, and
shall not be more than ten (10) days after, the date upon 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 required by the Texas Business Corporation Act, 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 in the
manner provided by Section 10(b) of this Article II. If no record date shall
have been fixed by the Board of Directors and prior action of the Board of
Directors is required by the Texas Business Corporation Act, 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.

         Section 10. Action Without Meeting; Telephone Meetings. (a) Any action
required or permitted to be taken at a meeting of the shareholders of the
Corporation may be taken without a meeting without prior notice, and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holder or holders of shares having not less than the
minimum number of votes that would be necessary to take such action at a meeting
at which the holders of all shares entitled to vote on the action were present
and voted.

         (b) Every written consent signed by the holders of less than all the
shares entitled to vote with respect to the action that is the subject of the
consent shall bear the date of signature of each shareholder who signs the
consent. No written consent signed by the holders of less than all the shares
entitled to vote with respect to the action that is the subject of the consent
shall be effective to take the action that is the subject of the consent unless,
within sixty (60) days after the date of the earliest dated consent delivered to
the Corporation in the manner required by this subsection, a consent or consents
signed by the holder or holders of shares having not less than the minimum
number of votes that would be necessary to take the action that is the subject
of the consent are delivered to the Corporation by delivery to its registered
office, registered agent, principal place of business, transfer agent,
registrar, exchange agent or an officer or agent of the Corporation having
custody of the books in which proceedings of meetings of shareholders are
recorded. Delivery shall be by hand or certified or registered mail, return
receipt requested. Delivery to the Corporation's principal place of business
shall be addressed to the president or principal executive officer of the
Corporation.






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         (c) A telegram, telex, cablegram, or similar transmission by a
shareholder, or a photographic, photostatic, facsimile, or similar reproduction
of a writing signed by a shareholder, shall be regarded as signed by the
shareholder for purposes of this section.

         (d) Prompt notice of the taking of any action by shareholders without a
meeting by less than unanimous written consent shall be given to those
shareholders who did not consent in writing to the action.

         (e) Subject to applicable notice provisions and unless otherwise
restricted by the Articles of Incorporation, shareholders may participate in and
hold a meeting by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in such meeting shall constitute presence in
person at such meeting, except where a person's participation is for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.


                                  ARTICLE III.

                                    DIRECTORS

         Section 1. Management. The business and affairs of the Corporation
shall be managed by its Board of Directors who may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by statute or
by the Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the shareholders. The Board of Directors shall keep regular
minutes of its proceedings.

         Section 2. Number; Election. The Board of Directors shall consist of no
less than one (1) nor more than one (1) directors, who need not be shareholders
or residents of the State of Texas. Directors shall be elected at the annual
meeting of the shareholders, except as hereinafter provided, and each Director
elected shall hold office until his successor shall be elected and shall
qualify.

         Section 3. Change in Number. The number of Directors may be increased
or decreased from time to time by resolution adopted by the affirmative vote of
a majority of the Directors, but no decrease shall have the effect of shortening
the term of any incumbent Director.

         Section 4. Removal and Vacancies. Any Director may be removed either
for or without cause at any annual or special meeting of shareholders by the
affirmative vote of a majority in number of shares of the shareholders present
in person or by proxy at such meeting and entitled to vote for the election of
such Director, if notice of the intention to act upon such matters shall have
been given in the notice calling such meeting. Any vacancy occurring in the
Board of Directors may be filled by the vote of a majority of the remaining
Directors, even if such remaining Directors comprise less than a quorum of the
Board of Directors. A Director 





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elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office. Any position on the Board of Directors to be filled by
reason of an increase in a number of Directors shall be filled by the vote of a
majority of Directors, election at an annual meeting of the shareholders or at a
special meeting of shareholders duly called for such purpose, provided that the
Board of Directors may fill no more than two such vacancies during the period
between any two successive annual meetings of shareholders.

         Section 5. Election of Directors. At every election of Directors, each
shareholder entitled to vote with respect to such matter shall have the right to
vote in person or by proxy the number of voting shares owned by him for as many
persons as there are Directors to be elected and for whose election he has a
right to vote. Cumulative voting shall be prohibited.

         Section 6. Place of Meetings. The Directors of the Corporation may hold
their meetings, both regular and special, either within or without the State of
Texas.

         Section 7. First Meetings. The first meeting of each newly elected
Board of Directors shall be held without further notice immediately following
the annual meeting of shareholders, and at the same place, unless by unanimous
consent of the Directors then elected and serving, such time or place shall be
changed.

         Section 8. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and place as shall from time to time be
determined by the Board of Directors.

         Section 9. Special Meetings. Special meetings of the Board of Directors
may be called by the President on three (3) days' notice to each Director,
either personally or by mail or telegram. Special meetings may be called in like
manner and on like notice on the written request of any two Directors. Except as
may be otherwise expressly provided by statute, the Articles of Incorporation or
these Bylaws, neither the business to be transacted at, nor the purpose of, any
special meeting need be specified in a notice or waiver of notice.

         Section 10. Quorum. At all meetings of the Board of Directors, the
presence of a majority of the Directors shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the act of a majority
of the Directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as may be otherwise specifically provided
by statute, the Articles of Incorporation or these Bylaws. If a quorum shall not
be present at any meeting of Directors, the Directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

         Section 11. Action Without Meeting; Telephone Meetings. Any action
required or permitted to be taken at a meeting of the Board of Directors or
members 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 Board of Directors or 





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<PAGE>   10


committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting. Subject to applicable notice provisions and
unless otherwise restricted by the Articles of Incorporation, members of the
Board of Directors, or members of any committee designated by the Board of
Directors, may participate in and hold a meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in such
meeting shall constitute presence in person at such meeting, except where a
person's participation is for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

         Section 12. Chairman of the Board. The Board of Directors may elect a
Chairman of the Board to preside at their meetings and to perform such other
duties as the Board of Directors may from time to time assign to him.

         Section 13. Compensation. Directors, as such, shall not receive any
stated salary for their services, but by resolution of the Board of Directors a
fixed sum and expenses of attendance, if any, may be allowed for attendance at
each regular or special meeting of the Board of Directors; provided that nothing
herein contained shall be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of any committee designated by the Board of Directors may, by resolution of the
Board of Directors, be allowed compensation for attending committee meetings.

         Section 14. Executive Committee. The Board of Directors may, by
resolution adopted by a majority of the whole Board of Directors, designate an
Executive Committee, to consist of one or more of the Directors of the
Corporation. The Executive Committee, to the extent provided in said resolution,
shall have and may exercise all of the authority of the Board of Directors in
the management of the business and affairs of the Corporation, except where
action of the full Board of Directors is required by statute or by the Articles
of Incorporation, and shall have power to authorize the seal of the Corporation
to be affixed to all papers which may require it. Any member of the Executive
Committee may be removed by the Board of Directors by the affirmative vote of a
majority of the Board of Directors, whenever in its judgment the best interests
of the Corporation will be served thereby. The Executive Committee shall keep
regular minutes of its proceedings and report the same to the Board of Directors
when required.

         Section 15. Other Committees. The Board of Directors may, by resolution
adopted by a majority of the whole Board of Directors, designate from among its
members one or more committees, other than an Executive Committee, to the extent
provided in such resolution.






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<PAGE>   11


                                   ARTICLE IV.

                                     NOTICES

         Section 1. Method. Whenever by statute, the Articles of Incorporation,
or these Bylaws, notice is required to be given to any Director or shareholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given in writing,
by mail, postage prepaid, addressed to such Director or shareholder at such
address as appears on the books of the Corporation or in any other method
permitted by law. Any notice required or permitted to be given by mail shall be
deemed to be given at the time when the same shall be thus deposited in the
United States mail as aforesaid.

         Section 2. Waiver. Whenever any notice is required to be given to any
shareholder or Director of the Corporation by statute, the Articles of
Incorporation, or these Bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated in
such notice, shall be deemed equivalent to the giving of such notice. Attendance
of a shareholder or Director at a meeting shall constitute a waiver of notice of
such meeting, except where a shareholder or Director 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. Consent in writing by a shareholder
or Director to any action taken or resolution adopted by the shareholders or
Directors of the Corporation shall constitute a waiver of any and all notices
required to be given in connection with such action or resolution.


                                   ARTICLE V.

                                    OFFICERS

         Section 1. Officers. The officers of the Corporation shall be elected
by the Directors and shall be a President and a Secretary. The Board of
Directors may also choose a Chairman of the Board, one or more Vice Presidents,
a Treasurer and one or more Assistant Secretaries and Assistant Treasurers. Any
two or more offices may be held by the same person.

         Section 2. Election. The Board of Directors at its first meeting after
each annual meeting of shareholders shall choose a President and a Secretary,
neither of whom need be a member of the Board of Directors, a shareholder or a
resident of the State of Texas. The Board of Directors may appoint such other
officers and agents as it shall deem necessary, who shall be appointed for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

         Section 3. Compensation. The compensation of all officers and agents of
the Corporation shall be fixed by the Board of Directors.




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<PAGE>   12


         Section 4. Removal and Vacancies. Each officer of the Corporation shall
hold office until his successor is chosen and qualified in his stead or until
his death or until his resignation or removal from office. Any officer or agent
or member of a committee elected or appointed by the Board of Directors may be
removed either for or without cause by a majority of the Board of Directors
present at a meeting of the Board of Directors at which a quorum is represented,
whenever in the judgment of the Board of Directors the best interests 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. If the office of any
officer becomes vacant for any reason, the vacancy may be filled by the Board of
Directors.

         Section 5. President. The President shall be the chief executive
officer of the Corporation. The President shall preside at all meetings of the
shareholders and the Board of Directors unless the Board of Directors shall
choose to elect a Chairman of the Board, in which event the President shall
preside at meetings of the Board of Directors in the absence of the Chairman of
the Board. The President shall have general and active management of the
business and affairs of the Corporation, shall see that all orders and
resolutions of the Board of Directors are carried into effect, and shall perform
such other duties as the Board of Directors shall prescribe.

         Section 6. Vice President. Each Vice President shall have only such
powers and perform only such duties as the Board of Directors may from time to
time prescribe or as the President may from time to time delegate to such Vice
President.

         Section 7. Secretary. The Secretary shall attend all sessions of the
Board of Directors and all meetings of the shareholders and record all votes and
the minutes of all proceedings in a book to be kept for that purpose and shall
perform like duties for the Executive Committee when required. The Secretary
shall give, or cause to be given, notice of all meetings of the shareholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or President, under whose
supervision the Secretary shall be. The Secretary shall keep in safe custody the
seal of the Corporation and, when authorized by the Board of Directors, affix
the same to any instrument requiring it, and, when so affixed, it shall be
attested by the Secretary's signature or by the signature of the Treasurer or an
Assistant Secretary.

         Section 8. Assistant Secretaries. Each Assistant Secretary shall have
only such powers and perform only such duties as the Board of Directors may from
time to time prescribe or as the President may from time to time delegate.

         Section 9. Treasurer. The Treasurer, if any, shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements of the Corporation and shall deposit all monies and
other valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The Treasurer shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the President and 





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<PAGE>   13


Directors, at the regular meetings of the Board of Directors, or whenever they
may require it, an account of all transactions as Treasurer and of the financial
condition of the Corporation, and shall perform such other duties as the Board
of Directors may prescribe. If required by the Board of Directors, the Treasurer
shall give the Corporation a bond in such form in such sum, and with surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of such office and for the restoration to the
Corporation, in case of the Treasurer's death, resignation, retirement or
removal from office, of all books, papers, vouchers, money, and other property
of whatever kind in the Treasurer's possession or under the Treasurer's control
belonging to the Corporation.

         Section 10. Assistant Treasurers. Each Assistant Treasurer shall have
only such powers and perform only such duties as the Board of Directors may from
time to time prescribe.


                                   ARTICLE VI.

                        CERTIFICATES REPRESENTING SHARES

         Section 1. Certificates. Certificates in such form as may be determined
by the Board of Directors shall be delivered representing all shares to which
shareholders are entitled. Such certificates shall be consecutively numbered and
shall be entered in the books of the Corporation as they are issued. Each
certificate shall state on the face thereof the holder's name, the number and
class of shares, and the par value of such shares or a statement that such
shares are without par value. They shall be signed by the President or a Vice
President and the Secretary or an Assistant Secretary and may be sealed with the
seal of the Corporation or a facsimile thereof. The signature of any such
officer may be facsimile.

         Section 2. Lost Certificates. The Board of Directors may direct a new
certificate representing shares to be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate to be lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may require the owner of such lost or
destroyed certificate, or the owner's legal representative, to advertise the
same in such manner as it shall require and/or give the Corporation a bond in
such form, in such sum, and with such surety or sureties as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost or destroyed.

         Section 3. Transfer of Shares. Shares of stock shall be transferable
only on the books of the Corporation by the holder thereof in person or by the
holder's duly authorized attorney. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate representing shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation or the transfer
agent of the 




                                      -10-

<PAGE>   14


Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

         Section 4. Registered Shareholders. Unless otherwise provided in the
Texas Business Corporation Act, and subject to the provisions of Chapter 8 of
the Texas Business & Commerce Code: (a) the Corporation may regard the person in
whose name any shares issued by the Corporation are registered in the share
transfer records of the Corporation at any particular time (including, without
limitation, as of a record date fixed pursuant to these Bylaws) as the owner of
those shares at that time for purposes of voting those shares, receiving
distributions thereon or notices in respect thereof, transferring those shares,
exercising rights of dissent with respect to those shares, exercising or waiving
any preemptive right with respect to those shares, entering into agreements with
respect to those shares in accordance with Article 2.22 or 2.30 of the Texas
Business Corporation Act, or giving proxies with respect to those shares; and
(b) neither the Corporation nor any of its officers, directors, employees, or
agents shall be liable for regarding that person as the owner of those shares at
that time for those purposes, regardless of whether that person does not possess
a certificate for those shares.


                                  ARTICLE VII.

                               GENERAL PROVISIONS

         Section 1. Distributions and Share Dividends. Distributions and share
dividends, subject to the provisions of the Articles of Incorporation, if any,
may be authorized by the Board of Directors at any regular or special meeting.
Distributions may be paid in cash, in property, or in the issuance of
indebtedness, and may be in the form of a dividend on the outstanding shares of
the Corporation, a purchase or redemption by the Corporation of any of its own
shares, or a payment in liquidation of all or a portion of the assets of the
Corporation. Share dividends shall be paid in authorized but unissued shares of
the Corporation or in treasury shares subject to the provisions of the Texas
Business Corporation Act and the Articles of Incorporation. The Board of
Directors may fix a record date in the manner provided in Article II of these
Bylaws for the purpose of determining shareholders entitled to receive a
distribution (other than a distribution involving a purchase or redemption by
the Corporation of any of its own shares) or share dividend.

         Section 2. Reserves. There may be created by resolution of the Board of
Directors out of the surplus of the Corporation such reserve or reserves as the
Directors from time to time, in their discretion, think proper to provide for
contingencies, or to equalize distributions, or to repair or maintain any
property of the Corporation, or for such other purposes as the Directors shall
think beneficial to the Corporation, and the Directors may modify or abolish any
such reserve in the manner in which it was created.




                                      -11-

<PAGE>   15


         Section 3. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

         Section 4. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

         Section 5. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation. Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

         Section 6. Indemnification. The Corporation shall indemnify every
Director and officer of the Corporation against, and reimburse and advance to
every Director and officer for, all liabilities, costs and expenses incurred in
connection with such directorship or office and any actions taken or omitted in
such capacity to the greatest extent permitted under the Texas Business
Corporation Act and other applicable laws at the time of such indemnification,
reimbursement or advance payment.

         Section 7. Amendments. These Bylaws may be amended or repealed or new
Bylaws may be adopted by the shareholders of the Corporation or by the Board of
Directors.

         Section 8. Table of Contents; Headings. The Table of Contents and
headings used in these Bylaws have been inserted for convenience only and do not
constitute matters to be construed in interpretation.





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<PAGE>   16



                            CERTIFICATE BY SECRETARY

         The undersigned, being the secretary of the Corporation, hereby
certifies that the foregoing code of Bylaws was duly adopted by the initial
Directors of the Corporation effective on May 7, 1996.

         IN WITNESS WHEREOF, I have signed this certification as of the 7th day
of May, 1996.





                                             /s/ DAVID D. REAL
                                             ----------------------------------
                                             David D. Real, Secretary







                                      -13-


