BYLAWS OF
                        TARRAGON REALTY INVESTORS, INC.
                           (AS ADOPTED APRIL 3, 1997)
 
                                   ARTICLE I
 
                                    OFFICES
 
         SECTION 1.1      REGISTERED OFFICE IN NEVADA. The registered office of
Tarragon Realty Investors, Inc. (the "Corporation") in the State of Nevada
shall be in the City of Carson City, or such other place as the Board of
Directors may from time to time authorize by resolution.
 
         SECTION 1.2      PRINCIPAL OFFICE. The principal office for the
transaction of the business of the Corporation is located at 3100 Monticello
Avenue, Suite 200, Dallas, Texas 75205. The Board of Directors of the
Corporation (the "Board of Directors") is hereby granted full power and
authority to change the location of the principal office.
 
         SECTION 1.3      OTHER OFFICES. The Corporation may also have offices
at such other places inside or outside the State of Nevada as the Board of
Directors may from time to time determine or the business of the Corporation
may require.
 
                                   ARTICLE II
 
                            MEETINGS OF STOCKHOLDERS
 
         SECTION 2.1      ANNUAL MEETINGS. Annual meetings of stockholders
shall be held within the first eight months of each calendar year, or as soon
as practicable thereafter, commencing with the calendar year 1998.
 
         SECTION 2.2      SPECIAL MEETINGS. Special meetings of the
stockholders of the Corporation may be called by resolution of the Board of
Directors, or the Chief Executive Officer, or the Chairman of the Board, or the
President.
 
         SECTION 2.3      TIME AND PLACE OF MEETINGS. Each meeting of
stockholders shall be held at such place within the United States, and at such
hour on such date, as shall be designated by the Board of Directors and stated
in the notice of meeting delivered pursuant to Section 2.4.
 
         SECTION 2.4      NOTICE OF MEETINGS. Except as otherwise provided by
law, written or printed notice of each meeting of stockholders, whether annual
or special, shall be given not less than 10 nor more than 60 days before the
date of such meeting to each stockholder entitled to vote at such meeting or,
in the event that the stockholders are to vote upon any proposal to merge or
consolidate the Corporation or to sell, lease or exchange all or substantially
all of its property and assets, not less than 20 nor more than 60 days before
the date of such meeting.  Such notice shall be delivered either personally or
by mail or at the direction of the Chairman of the Board, the President or the
Secretary.  Each notice of meeting shall state the place, date and hour of the
meeting.
 
         SECTION 2.5      NATURE OF BUSINESS.  At any meeting of stockholders,
only such business shall be conducted as shall have been brought before such
meeting by or at the direction of the Board of Directors, the Chief Executive
Officer, or the Chairman of the Board, or the President, as applicable, or by
any stockholder who complies with the procedures set forth in this Section 2.5.
Except as otherwise provided by Section 3.6 of these Bylaws or by law, the only
business which shall be conducted at any meeting of stockholders shall (i)(a)
<PAGE>   142
have been specified in the written notice of meeting (or any supplement
thereto) given as provided in Section 2.4, (ii) be brought before the meeting
at the direction of the Board of Directors or the chairman of the meeting or
(iii) have been specified in a written notice (a "Stockholder Meeting Notice")
given to the Corporation, in accordance with all of the following requirements,
by or on behalf of any stockholder who shall have been a stockholder of record
on the record date for such meeting and who shall continue to be entitled to
vote at such meeting.  Each Stockholder Meeting Notice must be delivered
personally to, or be mailed to and received by, the Secretary at the principal
office of the Corporation not less than 35 days nor more than 60 days prior to
such meeting; provided, however, that in the event that less than 45 days'
notice or prior public disclosure of the date of the meeting is given or made
to stockholders, notice by the stockholder to be timely must be received not
later than the close of business on the tenth day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made.  Each Stockholder Meeting Notice shall set forth (a) a description of
each item of business proposed to be brought before the meeting, (b) the name
and address of the stockholder proposing to bring such item of business before
the meeting, (c) the class and number of shares of stock held of record, owned
beneficially and represented by proxy by such stockholder as of the record date
for the meeting (if such date shall then have been made publicly available) and
as of the date of such Stockholder Meeting Notice, and (d) all other
information which would be required to be included in a proxy statement filed
with the Securities and Exchange Commission (the "Commission") if, with respect
to any such item of business, such stockholder here a participant in a
solicitation subject to Section 14 of the Securities Exchange Act of 1934.  No
business shall be brought before any meeting of stockholders otherwise than as
provided in this Section 2.5 or in Section 3.6.  When a meeting is adjourned to
another time or place, notice of the adjourned meeting need not be given if the
time and place thereof are announced at the meeting at which the adjournment is
taken, unless the adjournment is for more than 30 days, or unless after the
adjournment a new record date is fixed for the adjourned meeting, in which case
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the adjourned meeting.  At the adjourned meeting, any
business may be transacted that might have been transacted at the original
meeting.
 
         SECTION 2.6      QUORUM.  Subject to the provisions of the Articles
of Incorporation of the Corporation (the "Articles) and any applicable statute,
the presence in person or by proxy of holders of a majority of the outstanding
shares of the Corporation's voting stock shall constitute a quorum.
 
         SECTION 2.7      VOTING. Subject to the provisions of the Articles and
any applicable statute, a majority of the votes cast at a meeting of
stockholders, duly called and at which a quorum is present, shall be sufficient
to take or authorize action upon any matter which may properly come before the
meeting, unless more than a majority of the votes cast is required by law or by
the Articles.  Subject to the Articles and any applicable statute, each
stockholder of record shall be entitled to one vote for each share registered
in such stockholder's name as of the record date determined pursuant to Section
6.5 below or applicable law.  A stockholder entitled to vote may do so either
in person or by proxy executed in writing by such stockholder or by such
stockholder's duly authorized attorney-in-fact.  No proxy shall be valid after
eleven months from its date, unless otherwise provided in the proxy.  At all
meetings of stockholders, unless the voting is conducted by inspectors, all
questions relating to the qualification of voters and the validity of proxies
and the acceptance or rejection of votes shall be decided by the chairman of
the meeting.
 
         SECTION 2.8      ORGANIZATION AND ORDER OF BUSINESS.  At each meeting
of stockholders, the Chairman of the Board or, if the Chairman of the Board is
absent or unable to act, the Chief Executive Officer or, if the Chief Executive
Officer is also absent or unable to act, the President or, in the absence or
inability to act of all of the Chairman of the Board, the Chief Executive
Officer and the President, the Treasurer shall act as chairman of the meeting.
The Secretary or, if the Secretary is absent or unable to act, any other person
appointed by the chairman of the meeting shall act as secretary of the meeting
and keep the minutes thereof.  The order of business at all meetings of the
stockholders shall be as determined by the chairman of the meeting.
 
         SECTION 2.9      INSPECTORS OF ELECTION.  The Board of Directors may,
in advance of any meeting of stockholders, appoint one or more inspectors to
act at such meeting or any adjournment thereof.  If the inspectors shall not be
so appointed or if any of them shall fail to appear or act, the chairman of the
meeting
 
 
 
 
 
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may, and on the request of any stockholder entitled to vote at such meeting
shall, appoint inspectors.  The number of inspectors shall be either one or
three.  The inspectors shall determine the number of shares represented at the
meeting, the existence of a quorum and the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result and do such acts as are proper
to conduct the election or vote with fairness to all stockholders.  On request
of the chairman of the meeting or any stockholder entitled to vote at such
meeting, the inspectors shall make a report in writing of any challenge,
request or matter determined by them and shall execute a certificate of any
fact found by them.  No director or candidate for the office of director shall
act as inspector of an election of directors.  Inspectors need not be
stockholders.
 
         SECTION 2.10     ACTION WITHOUT MEETING.  Except as otherwise
provided by statute or the Articles, any action required or permitted to be
taken at any meeting of stockholders may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting
forth such action, is signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to authorize or
to take such action at a meeting at which all shares entitled to vote thereon
were present and voted, and such consent and waiver shall be delivered to the
registered office of the Corporation in the State of Nevada, its principal
office or an officer or agent of the Corporation having custody of the book in
which proceedings of meetings of stockholders are recorded.  Delivery made to
the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.  Every consent or waiver shall bear
the date of signature of each stockholder who signs such consent or waiver.
 
                                  ARTICLE III
 
                               BOARD OF DIRECTORS
 
         SECTION 3.1      NUMBER, ELECTION AND TERM OF DIRECTORS.  The
Board of Directors shall consist of not fewer than 3 nor more than 15
directors.  Subject to the foregoing limits, the Board of Directors may
increase or decrease the number of directors from time to time by resolution
adopted by the affirmative vote of a majority of the entire Board of Directors;
provided, however, that the tenure of office of an incumbent director shall not
be affected by any such increase or decrease.  Initially, the names of the
directors shall be as specified in the Articles.  A director shall hold office
until the annual meeting of stockholders for the year in which such director's
term expires and until such director's successor shall be elected, subject,
however, to prior death, resignation, retirement or removal from office in
accordance with the Articles and these Bylaws.  Any director elected to fill a
vacancy not resulting from an increase in the number of directors shall have
the same remaining term as that of such director's predecessor.
Notwithstanding the foregoing, whenever the holder of any one or more series of
Preferred Stock shall have the right, voting separately by class or series, to
elect directors at an annual or special meeting of stockholders, the election
and term of office of such directorships shall be governed by the terms of the
Articles.  Directors need not be stockholders.
 
         SECTION 3.2      POWERS. The business and affairs of the
Corporation shall be managed in accordance with the Articles by its Board of
Directors, which may exercise all of the powers of the Corporation, except such
as are by law, the Articles or these Bylaws conferred upon or reserved to the
stockholders.  As provided in the Articles, the Board of Directors may delegate
certain duties, including the duty of management of the Corporation's
day-to-day operations or investments, to one or more persons.
 
         SECTION 3.3      VACANCIES.  Except as provided by applicable law, 
any vacancy in the Board of Directors shall be filled by a majority of the
directors then in office or by a sole remaining director.
 
         SECTION 3.4      RESIGNATION OF DIRECTORS.  Any director or member 
of a committee may resign at any time.  Such resignation shall be made
in writing and shall take effect at the time specified therein or, if no time
is specified, at the time of receipt thereof by the Chairman of the Board, the
President or the Secretary.  The acceptance of a resignation, unless otherwise
stated therein, shall not be necessary to make it effective.
 
 
 
 
 
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         SECTION 3.5      REMOVAL OF DIRECTORS.  Any director of the 
Corporation may be removed from office at any time by the vote of stockholders
representing not less than two-thirds of the voting power of the issued and
outstanding stock entitled to voting power.
 
         SECTION 3.6      NOMINATION OF DIRECTORS.  Except as otherwise
fixed pursuant to Article FOURTH of the Articles relating to the rights of the
holders of any one or more classes or series of Preferred Stock, acting
separately by class or series, to elect, under specified circumstances,
directors at a meeting of stockholders, nominations for the election of
directors may be made by the Board of Directors or a committee appointed by the
Board of Directors or by any stockholder entitled to vote in the election of
directors generally.  However, any stockholder entitled to vote in the election
of directors generally may nominate one or more persons for election as
directors at a meeting only if written notice of such stockholder's intent to
make such nomination or nominations has been delivered personally to, or been
mailed to and received by the Secretary at, the principal office of the
Corporation not less than 35 days nor more than 60 days prior to the meeting;
provided, however, that, in the event that less than 45 days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders
notice by the stockholder to be timely must be so received not later than the
close of business on the tenth day following the day on which such notice of
the date of the meeting was mailed or such public disclosure was made.  Each
such notice shall set forth (i) the name and address of the stockholder who
intends to make the nomination and of the person or persons to be nominated,
(ii) the class and number of shares of stock held of record, owned beneficially
and represented by proxy by such stockholder as of the record date for the
meeting (if such date shall then have been made publicly available) and as of
the date of such notice, (iii) a representation that the stockholder intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice, (iv) a description of all arrangements or
understandings between such stockholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by such stockholder, (v) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Commission and (vi) the consent of each nominee to serve as a director of the
Corporation if so elected.  The chairman of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.
 
         SECTION 3.7      COMMITTEES.  The Board of Directors shall appoint 
 
from among its members an Audit Committee and may appoint other committees, 
each to be composed of three or more directors.  None of the members of the
Audit Committee shall be employees of the Corporation or any Advisor (as
defined in Article THIRTEENTH of the Articles).  Subject to any provisions of
the Articles calling for action by the entire Board of Directors, the Board of
Directors may delegate to any committee any of the powers of the Board of
Directors except the power to determine the number of directors constituting
the Board of Directors, to fill vacancies in the Board of Directors, to take
any action pursuant to Articles TENTH and SEVENTEENTH of the Articles, to
declare dividends or distributions on stock, to recommend to the stockholders
any action which requires stockholder approval, to amend the Bylaws, to approve
any merger or share exchange which does not require stockholder approval and to
issue stock.  Notice of committee meetings shall be given in the same manner as
notice for special meetings of the Board of Directors.  One-third, but not less
than two, of the members of any committee shall be present in person or by
telephone at any meeting of such committee in order to constitute a quorum for
the transaction of business at such meeting, and the act of a majority present
shall be the act of such committee.  The Board of Directors may designate a
chairman of any committee and such chairman or any two members of any committee
may fix the time and place of its meetings, unless the Board of Directors shall
otherwise provide.  In the absence or disqualification of any member of any
such committee, the members thereof present at any meeting and not disqualified
from voting, whether or not they constitute a quorum, may unanimously appoint
another director to act at the meeting in the place of the absent or
disqualified member.  The committees shall keep minutes of their proceedings
and shall report the same to the Board of Directors at the meeting next
succeeding, and any action by the committees shall be subject to revision and
alteration by the Board of Directors, provided that no rights of third persons
shall be affected by any such revision or alteration.  The Board of Directors
shall have the power at any time to change the membership of any committee, to
fill all vacancies, to designate alternate members to replace any absent or
disqualified member or to dissolve any such committee.
 
 
 
 
 
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         SECTION 3.8        MEETINGS.  The first meeting of each newly
elected Board of Directors shall he held as soon as practicable after each
annual meeting of stockholders.  The meeting may be held at such time and place
as shall be specified in a notice given as hereinafter provided for special
meetings of the Board of Directors, or as shall be specified in a written
waiver as provided in Section 4.1 except that no notice or waiver shall be
necessary if such meeting is held immediately after the adjournment, and at the
site, of the annual meeting of stockholders.  Regular meetings of the Board of
Directors may be held without notice at such time and place as shall from time
to time be designated by the Board of Directors.  Special meetings of the Board
of Directors may be called at any time by two or more directors, or in writing
by a majority of the members of the Executive Committee, if one is constituted,
or by the Chairman of the Board or the President.  Special meetings may be held
at such place or places inside or outside the State of Nevada as may be
designated from time to time by the Board of Directors; in the absence of such
designation, such meetings shall be held at such places as may be designated in
the notice of meeting.  Notice of the place and time of every special meeting
of the Board of Directors shall be delivered by the Secretary to each director
either personally or by telephone, facsimile, telegram or telegraph, or by
leaving the same at his residence or usual place of business at least
twenty-four hours before the time at which such meeting is to be held, or by
first-class mail, at least four days before the day on which such meeting is to
be held.  If mailed, such notice shall be deemed to be given when deposited in
the United States mail addressed to the director at his post office address as
it appears on the records of the Corporation, with postage thereon prepaid.
 
         SECTION 3.9        QUORUM AND VOTING.  At any meeting of the
Board, a majority of directors shall constitute a quorum for the transaction of
business and the action of a majority of the directors present at any meeting
at which a quorum is present shall be the action of the Board of Directors,
unless the concurrence of a greater proportion is required for such action by
law, the Articles or these Bylaws.  If a quorum shall not be present at any
meeting of directors, the directors present at such meeting may, by a majority
vote, adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
 
         SECTION 3.10       ORGANIZATION.  At each meeting of the Board
of Directors, the Chairman of the Board or, if the Chairman of the Board is
absent or unable to act, the President or, in the absence or inability to act
of both the Chairman of the board and the President, another director chosen by
a majority of the directors present shall act as chairman of and preside at the
meeting.  The Secretary or, if the Secretary is absent or unable to act, any
person appointed by the chairman of the meeting shall act as secretary of the
meeting and keep the minutes thereof.
 
         SECTION 3.11       MEETING BY CONFERENCE TELEPHONE.  Members of
the Board of Directors may participate in a meeting of the Board of Directors
or any committee thereof by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time.  Participation in a meeting by these means
constitutes presence in person at a meeting.
 
         SECTION 3.12       ELECTION WITHOUT MEETING.  Any action required or 
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if a written consent to such
action is signed by all members of the Board or of such committee, as the case
may be, and such written consent is filed with the minutes of proceedings of
the Board of Directors or such committee.
 
         SECTION 3.13       COMPENSATION OF DIRECTORS.  Directors, as
such, shall not receive any stated salary for their services.  Directors deemed
"independent" pursuant to the terms of Article FOURTEENTH of the Articles shall
receive compensation of (i) $6,000 per year plus expenses for serving on the
Board of Directors, (ii)$3,000 per year for each committee of the Board of
Trustees on which he serves, (iii) $2,500 per year for each committee
chairmanship and (iv) up to $1,000 per day for any special services rendered by
such director to the Corporation outside of ordinary duties as director, plus
reimbursement for expenses.  The Chairman of the Board shall receive additional
compensation of $1,000 per year.  By resolution, the Board of Directors may
change or eliminate such compensation or eliminate reimbursement for expenses.
Nothing contained herein shall
 
 
 
 
 
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be construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
 
                                   ARTICLE IV
 
                               WAIVERS OF NOTICE
 
         SECTION 4.1        WAIVERS OF NOTICE.  Notice of the time, place
or purpose of any meeting of stockholders, directors or committee required to
be given under law or under the provisions of the Articles or these Bylaws need
not be given to a person who shall have signed a written waiver, whether before
or after the relevant meeting, or who shall attend such meeting in person (or,
in the case of a meeting of stockholders, in person or by proxy).  All such
waivers shall be filed with the records of the relevant meeting.
 
                                   ARTICLE V
 
                                    OFFICERS
 
         SECTION 5.1      OFFICERS.  The executive officers of the
Corporation shall be chosen by the Board of Directors and shall consist of a
President, one or more Vice Presidents, a Secretary and a Treasurer.  The Board
of Directors may from time to time choose other officers or agents of the
Corporation, including in its discretion a Chairman of the Board and/or one or
more Assistant Secretaries or Assistant Treasurers.  The directors shall
determine whether the Chairman of the Board, the Vice Chairman of the Board or
the President shall be the Chief Executive Officer.  Two or more offices,
except those of (i) President and Vice President, (ii) Secretary and Assistant
Secretary and (iii) Treasurer and Assistant Treasurer, may be held by the same
person, but no officer shall execute, acknowledge or verify an instrument in
more than one capacity if such instrument is required by law, the Articles or
these Bylaws to be executed, acknowledged or verified by two or more officers.
No officer or agent of the Corporation need be a shareholder, a director or a
resident of the State of Nevada.
 
         SECTION 5.2      COMPENSATION.  The salaries of all officers and
agents of the Corporation shall be fixed from time to time by the Board of
Directors.
 
         SECTION 5.3      TERM; REMOVAL; RESIGNATION.  An officer of the
Corporation shall hold office until the first meeting of the Board of Directors
to occur after the next succeeding annual meeting of stockholders and until
such officer's successor is chosen and qualifies, subject, however, to prior
death, resignation, retirement or removal from office in accordance with these
Bylaws.  Any officer or agent may be removed by the Board of Directors
whenever, in its judgment, the best interests of the Corporation will be served
thereby, but such removal shall be without prejudice to the contractual rights,
if any, of the person so removed.  Any officer may resign at any time.  Such
resignation shall be made in writing and shall take effect at the time
specified therein or, if no such time is specified, at the time of receipt
thereof by the Chairman of the Board, the President or the Secretary.  The
acceptance of a resignation, unless otherwise stated therein, shall not be
necessary to make it effective.  If any office becomes vacant for any reason,
the vacancy may be filled by the Board of Directors.
 
         SECTION 5.4      CHAIRMAN OF THE BOARD; PRESIDENT; VICE CHAIRMAN OF
THE BOARD; CHIEF EXECUTIVE OFFICER.  The Chairman of the Board, if any, and
Vice Chairman of the Board, if any, shall each have and perform such duties as
from time to time may be assigned to him by the Board of Directors.  The Chief
Executive officer shall, unless otherwise provided by the directors, preside at
all meetings of the Board of Directors and of the shareholders.  He shall
exercise the powers and perform the duties usual to a chief executive officer
and, subject to the control of the Board of Directors, shall have general
management and control of the affairs, finances and the business of the
Corporation; he shall appoint and discharge employees and agents of the
Corporation; and he shall see that all orders and resolutions of the Board of
Directors are carried into effect.  He shall have the general power to execute
bonds, deeds, contracts, conveyances and other instruments in the name of the
Corporation and to affix the Corporate Seal, to appoint all employees and
agents of the Corporation whose appointment is not otherwise provided for and
to fix their compensation subject to the provisions of these
 
 
 
 
 
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<PAGE>   147
Bylaws and subject to the approval of the Board of Directors, to remove or
suspend any employee or agent who shall not have been appointed by the Board of
Directors and to suspend for cause, pending final action by the Board of
Directors, any employee or agent who shall have been appointed by the Board of
Directors and he shall exercise and perform such other powers and duties as are
specified in these Bylaws and as may from time to time be prescribed by the
Board of Directors.  In the case where the President is not the Chief Executive
Officer, the President, subject to the control of the Chief Executive Officer,
shall have and perform such duties as from time to time may be assigned to him
by the Board of Directors and shall have general and active management of the
business of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect.
 
         SECTION 5.5         VICE PRESIDENT.  The Vice President, if one
shall be elected, or, if there shall he more than one, the Vice Presidents in
the order specified by the Board of Directors shall in the absence or
disability of the President perform the duties and exercise the powers of the
President, and shall exercise and perform such other powers and duties as are
specified in these Bylaws and as may from time to time be prescribed by the
Board of Directors.
 
         SECTION 5.6         SECRETARY.  The Secretary shall keep a minute
book of all meetings of stockholders and of the Board of Directors.  The
Secretary shall keep in safe custody the Corporate Seal and, when authorized by
the Board of Directors, affix the same to any instrument requiring it and shall
exercise and perform such other powers and duties as are specified in these
Bylaws and as may from time to time be prescribed by the Board of Directors.
 
         SECTION 5.7         TREASURER.  The Treasurer shall have the
custody of corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation
and shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the
Treasurer.  The Treasurer shall disburse the funds of the Corporation as
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors at
its regular meetings, or when the Board of Directors so requires, an account of
all transactions and of the financial condition of the Corporation.  If
required by the Board of Directors, the Treasurer shall give the Corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of that
office and for the restoration to the Corporation, in case of the death,
resignation, retirement or removal of the Treasurer from office, of all books,
papers, vouchers, money and other property of whatever kind in the possession
or under the control of the Treasurer and belonging to the Corporation.  The
Treasurer shall exercise and perform such other powers and duties as are
specified in these Bylaws and as may from time to time be prescribed by the
Board of Directors.
 
         SECTION 5.8         DELEGATION OF DUTIES.  In the case of the
absence of any officer of the Corporation, or for any other reason that the
Board of Directors may deem sufficient, the Board of Directors may confer for
the time being the powers or duties, or any of them, of such officer upon any
director.
 
         SECTION 5.9         INDEMNIFICATION.  Each officer, director or
employee of the Corporation shall be indemnified by the Corporation to the full
extent permitted under Chapter 78 of the Nevada Revised Statutes and other
applicable law.
 
                                   ARTICLE VI
 
                             CERTIFICATES OF STOCK
 
         SECTION 6.1         CERTIFICATES.  Records shall be kept by or on 
behalf of the Corporation which shall contain the names and addresses of
stockholders, the number and class
 
 
 
 
 
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of shares held by them respectively and the number of certificates, if any,
representing the shares, and in which there shall be recorded all transfers of
shares.  Each stockholder shall be entitled to a certificate or certificates
which shall certify the number and class of shares owned by such stockholder in
the corporation.  Each certificate shall be signed by the Chairman of the
Board, the President or a Vice President and countersigned by the Secretary, an
Assistant Secretary, the Treasurer or an Assistant Treasurer and may be sealed
with the Corporate Seal; provided, however, that such signatures may be either
manual or facsimile signatures and the Corporate Seal may be either a facsimile
or any other form of Corporate Seal.  In case any officer who has signed any
certificate ceases to hold the office in question before such certificate is
issued, such certificate may nevertheless be issued by the Corporation with the
same effect as if the officer had not ceased to hold such office as of the date
of its issue.  Each stock certificate shall include on its face the name of the
Corporation, the name of the stockholder and the class of stock and number of
shares represented by the certificate.  If the Corporation has authority to
issue stock of more than one class, each stock certificate shall contain on its
face or back a full statement or summary of the designations and any
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption of the stock of each class of which the Corporation is authorized to
issue and, if the Corporation is authorized to issue any preferred or special
class in series, the differences in the relative rights and preferences between
the shares of each series to the extent they have been set and the authority of
the Board of Directors to set the relative rights and preferences of subsequent
series.  In lieu of such full statement or summary, there may be set forth upon
the face or back of the certificate a statement that the Corporation will
furnish to any stockholder upon request and without charge a full statement of
such information.  A summary of such information included in a registration
statement permitted to become effective under the federal Securities Act of
1933, as now or hereafter amended, shall be an acceptable summary for the
purposes of this Section 6.1.  Every stock certificate representing shares of
stock which are restricted as to transferability by the Corporation shall
contain a full statement of the restriction or state that the Corporation will
furnish information about the restriction to the stockholder on request and
without charge.  A stock certificate may not be issued until the stock
represented by it is fully paid, except in the case of stock purchased under an
option plan as permitted by law.
 
         SECTION 6.2        LOST CERTIFICATES.  In case any certificate for 
shares of the Corporation shall be lost, stolen, mutilated or destroyed,
the Board of Directors, in its discretion, or any transfer agent thereunto duly
authorized by the Board, may authorize the issue of a substitute certificate in
place of the certificate so lost, stolen, mutilated or destroyed, and may cause
such substitute certificate to be countersigned by the appropriate transfer
agent (if any); provided, however, that in each such case the applicant for a
substitute certificate shall furnish to the Corporation and to such of its
transfer agents and registrars as may require the same, evidence to their
satisfaction, in their discretion, of the loss, theft, mutilation or
destruction of such certificate and of the ownership thereof, and also such
security or indemnity as may by them be required.  The Board of Directors may
adopt such other provisions and restrictions with reference to lost, stolen,
mutilated or destroyed certificates, not inconsistent with applicable law, as
it shall in its discretion deem appropriate.
 
         SECTION 6.3        TRANSFER AGENTS AND REGISTRARS.  The Board of
Directors may in its discretion appoint one or more banks or trust companies in
such city or cities as the Board of Directors may deem advisable, from time to
time, to act as transfer agents or registrars of the Corporation's shares, and
upon such appointments being made, no certificate representing shares shall be
valid until countersigned by one of such transfer agents (if any) and
registered by one of such registrars (if any).
 
         SECTION 6.4        TRANSFER OF STOCK.  Subject to the restrictions 
contained in the Articles, upon surrender to the Corporation or its transfer
agent of a stock certificate duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.
 
         SECTION 6.5        FIXING OF RECORD DATES; CLOSING OF TRANSFER BOOKS.
The Board of Directors may fix in advance a date as the record date for
the purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders, or stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights, or in order to make
a determination of stockholders for any other proper purpose.  Such date, in
any case, shall not be more than sixty (60) days, and in case of meeting of
stockholders not less than ten (10) days, prior to the date on which the
particular action requiring such determination of stockholders
 
 
 
 
 
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is to be taken.  In lieu of fixing a record date, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period not
to exceed, in any case, twenty (20) days.  If the stock transfer books are
closed for the purpose of determining stockholders entitled to notice of or to
vote at a meeting of stockholders, such books shall be closed for at least ten
(10) days immediately preceding such meeting.
 
         SECTION 6.6        REGISTERED STOCKHOLDERS.  The Corporation shall 
be entitled to recognize the exclusive right of a person registered on
its books as the owner of shares to receive dividends and to vote as such
owner, and to hold liable for calls and assessments, if any, a person
registered on its books as the owner of shares, and 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 express or other notice
thereof, except as otherwise provided by law.
 
         SECTION 6.7        REGULATIONS.  The Board of Directors may make
such additional rules and regulations, not inconsistent with these Bylaws, as
it may deem expedient concerning the issue, transfer and registration of
certificates for the Corporation's shares.
 
                                  ARTICLE VII
 
                               GENERAL PROVISIONS
 
         SECTION 7.1        DIVIDENDS.  Dividends, if any, upon the
capital stock of the Corporation, subject to the provisions of the Articles,
may be declared by the Board of Directors at any regular or special meeting,
pursuant to applicable law.  Dividends may be paid in cash, property or the
Corporation's shares, subject to the provisions of applicable law and of the
Articles.  Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sums as the directors
from time to time, in their absolute discretion, think proper as a reserve fund
to meet contingencies, for equalizing dividends or for repairing or maintaining
any property of the Corporation, and the Board of Directors may modify or
abolish any such reserve in the manner in which it was created.
 
         SECTION 7.2        ANNUAL REPORT.  The Chairman of the Board,
the President, a Vice President or the Treasurer shall prepare or cause to be
prepared annually a full and correct statement of the affairs of the
Corporation, including a balance sheet and a financial statement of operations
for the preceding fiscal year. Such balance sheet and financial statement may
be, but are not required by these Bylaws to be, certified by independent
certified public accountants. Such report shall also be submitted at the annual
meeting and shall be filed within twenty (20) days thereafter at the principal
office of the Corporation.
 
         SECTION 7.3        CHECKS.  All checks, drafts and orders for
the payment of money, notes and other evidences of indebtedness issued in the
name of the Corporation shall be signed by the President or the Treasurer or by
such officer or officers as the Board of Directors may from time to time
designate.
 
         SECTION 7.4        DEPOSITORIES AND CUSTODIANS.  The funds of the 
Corporation shall be deposited with such banks or other depositories as the
Treasurer may from time to time designate.  All securities and other
investments shall be deposited in the safekeeping of such banks or other
companies as the Board of Directors may from time to time designate.
 
         SECTION 7.5        BOOKS OF ACCOUNT AND RECORDS.  The Corporation 
shall maintain at its principal office correct and complete books and records
of account of all the business and transactions of the Corporation. Upon
request of any stockholder, there shall be made available in accordance with
the provisions of Nevada law a record containing the number of shares of stock
issued during a specified period not to exceed twelve months and the
consideration received by the Corporation for each such share.
 
         SECTION 7.6        INFORMATION FOR INSPECTION.  Any stockholder of 
the Corporation, or any agent thereof, may inspect and copy during usual
business hours these Bylaws, minutes of the proceedings of meetings of
stockholders, annual statements of its affairs and voting trust agreements on
file at its principal office.
 
 
 
 
 
                                      D-9
<PAGE>   150
         SECTION 7.7       FISCAL YEAR.  The fiscal year of the Corporation 
shall be the calendar year.
 
         SECTION 7.8       CORPORATE SEAL.  The Corporate Seal shall have 
inscribed thereon the name of the Corporation, the year of its organization and
the words "Corporate Seal, Nevada."  The Corporate Seal may be used by causing
it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.
 
                                  ARTICLE VIII
 
                                   AMENDMENTS
 
         SECTION 8.1       DIRECTORS.  In furtherance and not in limitation of
the powers conferred by statute, the Board of Directors is expressly authorized
to make, adopt, alter, amend, change or repeal the Bylaws of the Corporation.
 
         SECTION 8.2       STOCKHOLDERS.  The stockholders of the Corporation 
may not make, adopt, alter, amend, change or repeal the Bylaws of the
Corporation except upon the affirmative vote of not less than seventy-five
percent (75%) of the outstanding stock of the Corporation entitled to vote
thereon; provided, however, that the power of the stockholders to make, adopt,
alter, amend, change or repeal the Bylaws of the Corporation is further subject
to the provisions of the Articles of Incorporation.