BY-LAWS

                                       OF

                          3333 DEVELOPMENT CORPORATION

                             (a Nevada corporation)



            [Amended and restated effective as of November 27, 2001]



                                      * * *



                                    ARTICLE I

                                     OFFICES



         Section 1. The registered office of 3333 Development Corporation (the

"Corporation") shall be located in Carson City, County of Washoe, State of

Nevada.



         Section 2. The Corporation may also have its executive offices and

other offices at such other places, within and without the State of Nevada, as

the Board of Directors may from time to time determine or as the business of the

Corporation may require.



                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS



         Section 1. All annual meetings of stockholders shall be held at the

offices of the Corporation in the City of Dallas, State of Texas, or at such

other place, within or without the State of Texas, as may be designated by the

Board of Directors and stated in the notice of the meeting or in a duly executed

waiver of notice thereof. Special meetings of stockholders may be held at such

place, within or without the State of Texas, and at such time as shall be stated

in the notice of the meeting or in a duly executed waiver of notice thereof.



         Section 2. Annual meetings of stockholders, commencing with the year

2002 shall be held on such business day in July at 10:00 a.m. as may be

designated by the Board of Directors, or if the Board of Directors does not so

designate an annual meeting date for any year then the annual meeting for that

year shall be held on the last Thursday of July if not a legal holiday, and if a

legal holiday, then on the next secular day following at 10:00 a.m.. At such

annual meeting, the stockholders shall elect by a plurality vote a board of

directors, and transact such other business as may properly be brought before

the meeting.



                                       -1-





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         Section 3. Special meetings of the stockholders may be called only by

the Chairman of the Board of Directors or a majority of the directors of the

Board of Directors.



         Section 4. Written or printed notice signed by the Chairman of the

Board, the President, a Vice President, the Secretary, or an Assistant Secretary

and stating the place, day and hour of the meeting of the stockholders and the

purpose or purposes for which the meeting is called shall be given to each

stockholder of record entitled to vote at such meeting either by delivering such

notice personally to such stockholder or by depositing such notice in the United

States mail addressed to the stockholder at the stockholder's address as it

appears on the stock transfer books of the Corporation, with proper postage

prepaid, not less than 10 nor more than 60 days before the day of the meeting,

by or at the direction of the Chairman of the Board, the President, the

Secretary, or the officer or person calling the meeting.



         Section 5. Business transacted at any special meeting shall be confined

to the purposes stated in the notice thereof.



         Section 6. The holders of a majority of the shares entitled to vote,

represented in person or by proxy, shall constitute a quorum at meetings of

stockholders except as otherwise provided in the Articles of Incorporation (the

"Articles of Incorporation"). If, however, a quorum shall not be present or

represented at any meeting of the stockholders, the stockholders present in

person or represented by proxy shall have power to adjourn the meeting from time

to time, without notice other than announcement at 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 that might have

been transacted at the meeting as originally notified and called. The

stockholders present at a duly organized meeting may continue to transact

business until adjournment, notwithstanding the withdrawal of some stockholders

prior to adjournment.



         Section 7. The vote of the holders of a majority of the shares entitled

to vote and represented at a meeting at which a quorum is present shall be the

act of the meeting of stockholders, unless the vote of a greater number is

required by applicable and governing law or by the Articles of Incorporation for

the particular proposed action.



                                       -2-





{PAGE}







         Section 8. Each outstanding share, regardless of class, shall be

entitled to one vote on each matter submitted to a vote at a meeting of

stockholders, except to the extent that the voting rights of the shares of any

class or series within a class are limited or denied by the Articles of

Incorporation or by the resolutions of the Board of Directors establishing such

class or series pursuant to the Articles of Incorporation. At any election for

directors, every stockholder entitled to vote at any such election shall have

the right to vote, in person or by proxy, the number of shares owned by such

stockholder for as many persons as there are directors to be elected and for

whose election such stockholder has a right to vote. Stockholders the

Corporation are expressly prohibited from cumulating their votes in any election

for directors of the Corporation.



         Section 9. A stockholder may vote in person or may be represented and

vote by a proxy or proxies appointed by such stockholder by an instrument in

writing. In the event that any such instrument in writing shall designate two or

more persons to act as proxies, and such instrument does not specify the manner

in which such proxies may exercise the powers conferred by such instrument, then

a majority of such persons present at the meeting, or, if only one shall be

present, then that one shall have and may exercise all of the powers conferred

by such written instrument upon all of the persons so designated. No such

appointment of proxy shall be valid except for the meeting (including all

adjourned sessions thereof) for which it was given. No such appointment of proxy

shall be valid after the expiration of 6 months following the date of its

execution, unless coupled with an interest, or unless the person executing it

specifies therein the length of time for which it is to continue in force, which

in no case shall exceed the earlier of 11 months following the date of its

execution or the conclusion of the meeting (including all adjourned sessions

thereof) for which such appointment of proxy was given. Subject to the above,

any appointment of proxy duly executed is not revoked and continues in full

force and effect until an instrument revoking it or a duly executed appointment

of proxy bearing a later date is filed with the Secretary of the Corporation.

Each appointment of proxy shall be revocable unless expressly provided therein

to be irrevocable.



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{PAGE}







         Section 10. The officer or agent having charge of the stock transfer

books shall make, at least ten days before each meeting of stockholders, a

complete list of the stockholders entitled to vote at such meeting or any

adjournment thereof, arranged in alphabetical order, with the address of and

number of shares held by each. For a period of 10 days prior to such meeting,

shall be kept on file at the registered office of the Corporation and shall be

subject to inspection by any stockholder at any time during the usual business

hours. Such list shall also be produced and kept open at the time and place of

the meeting and shall be subject to the inspection of any stockholder during the

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