BYLAWS

                                       OF

                              TP ACQUISITION CORP.

                               A Texas Corporation

                               (the "Corporation")



                                   ARTICLE I.



                                     OFFICES



     Section 1. Registered Office. The Corporation shall have and continuously

maintain a registered office in the State of Texas which may be, but need not

be, the same as its place of business (if located within the State of Texas).

The address of the registered office and the name of the registered agent at

such address shall be as set forth in the Corporation's Articles of

Incorporation.



     Section 2. Place of Business. In addition to its registered office, the

Corporation may have offices and places of business at such 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. Annual Meetings. Annual meetings of the shareholders shall be

held at such times as shall be determined by the Board of Directors. At each

annual meeting, the shareholders shall elect a Board of Directors, and shall

transact such other business as may be properly brought before the meeting.



     Section 2. Special Meetings. Unless otherwise provided by the Articles of

Incorporation, special meetings of the shareholders may be called by the

President, the Board of Directors or the holders of shares representing not less

than of the votes entitled to be cast on any issue at meetings of shareholders.

A special meeting may be called for any purpose or purposes though business

transacted at a special meeting shall be confined to the purposes stated in the

notice of such meeting.



     Section 3. Place of Meetings. Meetings of the shareholders of the

Corporation shall be held at such places within or without the State of Texas as

shall be determined by the Board of Directors or, in the absence of such a

determination, meetings of shareholders shall be held at the principal office

of the Corporation.



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     Section 4. Notice of Meetings. Written notice stating the place, day and

hour of the meeting 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) 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 person

calling the meeting, to each shareholder entitled to vote at the meeting. If

mailed, such notice shall be deemed to be delivered when deposited in the United

States mail addressed to the shareholder at his or her address as it appears on

the stock transfer books of the Corporation, with postage thereon prepaid.



     Section 5. Voting List. At least ten (10) days before each meeting of the

shareholders, a complete list of the shareholders entitled to vote at such

meeting, arranged in alphabetical order, with the residence of each 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 shall be kept on file at

the registered office or principal place of business of the Corporation for a

period of ten (10) days prior to such meeting, and shall be subject to

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