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                                                                     Exhibit 3.2

                        FIRST AMENDED AND RESTATED BYLAWS

                                       OF

                                TOWER TECH, INC.

                                   ARTICLE I.

                                     Offices
                                     -------

         Section 1.1   Registered Office.  The registered office of Tower
                       -----------------
Tech, Inc. (hereinafter referred to as the "Corporation") shall be located at
11935 South Interstate 44 Service Road, Oklahoma City, Oklahoma County, Oklahoma
73173.

         Section 1.2   Offices. The Corporation may establish or discontinue,
                       -------
from time to time, such other offices and places of business within or without
the State of Oklahoma as the Board of Directors deems proper for the conduct of
the Corporation's business.

                                   ARTICLE II.

                            Meetings of Shareholders
                            ------------------------

         Section 2.1   Annual Meeting. An annual meeting of shareholders for the
                       --------------
purpose of electing directors and transacting such other business as may come
before it shall be held at such place, within or without the State of Oklahoma,
on such date and at such time as shall be designated by the Board of Directors
or the President.

         Section 2.2   Special Meetings. Special meetings of the shareholders,
                       ----------------
unless otherwise prescribed by statute, may be called by the Board of Directors,
by the President, or by the holders of shares entitled to cast not less than 10
percent of the votes at the meeting. Business transacted at any special meeting
of the shareholders shall be limited to the purposes stated in the notice, but
if no purposes are stated, then any business may be transacted which lawfully
comes before the meeting.

         Section 2.3   Notice of Meetings. Written notice of each meeting of
                       ------------------
shareholders shall be given to each shareholder of record entitled to vote at
the meeting at the shareholder's address as it appears on the stock books of the
Corporation. The notice

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shall state the time and the place of the meeting and shall be delivered or
mailed not less than ten (10) nor more than sixty (60) days before the day of
the meeting. If mailed, such notice shall be deemed to be given when deposited
in the United States mail, postage prepaid, directed to the shareholder at his
address as it appears on the stock books of the Corporation. In the case of a
special meeting, the notice may but need not state the purpose or purposes for
which the meeting is being called. Whenever notice is required to be given
hereunder, a written waiver of notice signed by the shareholder entitled to
notice, whether before or after the time stated in the notice, shall be deemed
equivalent to notice. Also, attendance of a person at a meeting shall constitute
a waiver of notice of such meeting except when a person attends for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.

         Section 2.4  Quorum and Adjournment. The presence, in person or by
                      ----------------------
proxy, of the holders of a majority of the shares of stock entitled to vote on
every matter that is to be voted on without regard to class or series shall
constitute a quorum at all meetings of the shareholders. In the absence of a
quorum, the holders of a majority of such shares of stock present in person or
by proxy may adjourn such meeting, from time to time, without notice other than
announcement at the meeting, until a quorum shall attend. At any such adjourned
meeting at which a quorum may be present, any business may be transacted which
might have been transacted at the meeting as originally called, but only those
shareholders entitled to vote at the meeting as originally called shall be
entitled to vote at any adjournment thereof.

         Section 2.5  Officers at Shareholders' Meetings. The Chairman of the
                      ----------------------------------
Board of Directors shall preside at all meetings of shareholders. In his
absence, the chairman shall be elected as the first order of business by a
majority of the shares of capital stock in attendance at the meeting.

         Section 2.6  List of Shareholders Entitled to Vote. At least ten (10)
                      -------------------------------------
days before every meeting of shareholders, a complete list of the shareholders
entitled to vote at the meeting, arranged in alphabetical order and showing the
address of each shareholder and the number of shares registered in the name of
each shareholder, shall be prepared by or for the Secretary and shall be open to
the examination of any shareholder for any purpose germane

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to the meeting, during ordinary business hours, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the meeting is
to be held. Such list shall be available for inspection at the meeting.

         Section 2.7  Fixing Date for Shareholders of Record. In order that the
                      --------------------------------------
Corporation may identify the shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be less than ten (10) days nor more than
sixty (60) days before the date of such meeting, nor more than sixty (60) days
prior to any other action. If no record date is fixed, the record date for
determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day next preceding the day
on which notice of the meeting is given, or if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held. The
record date for determining shareholders entitled to express consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is necessary, shall be the day on which the first written consent
is given. The record date for determining shareholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto. A determination of shareholders of
record entitled to notice of or to vote at a meeting of shareholders shall apply
to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.

         Section 2.8  Voting and Proxies.  Subject to the provisions for fixing
                      ------------------
the date for shareholders of record:

               (a) Each shareholder shall at every meeting of the shareholders
be entitled to one vote for each share of capital stock having voting rights
held by that shareholder as to the matter being voted upon.

               (b) Each shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent to corporate action

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in writing without a meeting may authorize another person or persons to act for
that shareholder by proxy, but no such proxy shall be voted or acted upon after
three years from its date, unless the proxy expressly provides for a longer
period.

               (c) Each matter properly presented to any meeting shall be
decided by a majority of the votes present and entitled to vote on the matter.

         Section 2.9   Voting Procedures. When any matter is submitted to a vote
                       -----------------
of the shareholders, the chairman shall decide upon the qualifications of
voters, have the votes counted and declare the results. The chairman shall
decide whether voting is to be conducted by written ballot, a show of hands, or
voice vote.

         Section 2.10  Consent of Shareholders in Lieu of Meeting. Any action
                       ------------------------------------------
that may be taken at any annual or special meeting of shareholders may be taken
without a meeting, without a prior notice and without a vote, if a consent in
writing, setting forth the action so taken, is signed by the shareholders having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of such action without a
meeting by less than unanimous written consent shall be given to each
shareholder who did not consent thereto in writing. Any such notice shall have
been given promptly if such notice is delivered or mailed within ten (10) days
of the taking of such action to each such shareholder in the manner provided in
Section 2.3.

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                                  ARTICLE III.

                                    Directors
                                    ---------

         Section 3.1  Number and Term of Office. The business and affairs of the
                      -------------------------
Corporation shall be managed by or under the direction of its Board of
Directors. The number of directors that shall constitute the whole Board shall
be fixed from time to time by resolution of the shareholders or the Board of
Directors. Directors shall be elected at the annual meeting of shareholders to
hold office until the next annual meeting of shareholders or until their
respective successors are elected and have qualified. Directors may be
designated as "advisory directors" rather than regular voting directors by the
shareholders at any annual or special meeting of shareholders. The Board of
Directors may from time to time establish minimum qualifications for eligibility
to become a director. Those qualifications may include, but not be limited to, a
prerequisite stock ownership in the Corporation.

         Section 3.2  Place of Meetings. Meetings of the Board of Directors may
                      -----------------
be held at any place, within or without the State of Oklahoma, from time to time
as designated by the Chairman of the Board or by the body or person calling such
meeting.

         Section 3.3  Annual Meetings. The newly elected Board of Directors
                      ---------------
shall meet as soon as practicable without further notice after each annual
meeting of shareholders at the place at which such meeting of shareholders took
place, provided a majority of the whole Board of Directors is present. If such a
majority is not present, such meeting may be held at any other time or place
which may be specified in a notice given in the manner provided for special
meetings of the Board of Directors or in a waiver of notice thereof.

         Section 3.4  Regular Meetings.  Regular meetings of the Board of
                      ----------------
Directors shall be held at such times as may be determined by the Board of
Directors. No notice shall be required for any regular meeting.

         Section 3.5  Special Meetings. Special meetings of the Board of
                      ----------------
Directors shall be called by the Chairman of the Board or the President. Notice
of any special meeting shall be mailed to each director at that director's
residence or usual place of business not later than three (3) days before the
day on which the meeting is to be held, or shall be given to that director by

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telegraph, by overnight express mail service, personally, or by telephone, not
later than twenty-four (24) hours before the time of such meeting. Notice of any
meeting of the Board of Directors need not be given to any director if that
director signs a written waiver thereof either before or after the time stated
therein. Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except when the director attends the meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

         Section 3.6   Action  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 all members of the Board of
Directors or of such committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of the Board of Directors
or of such committee.

         Section 3.7   Presiding Officer and Secretary at Meetings. Each meeting
                       -------------------------------------------
of the Board of Directors shall be presided over by the Chairman of the Board of
Directors, or in his or her absence, by the President, and if neither is
present, then by such member of the Board of Directors as shall be chosen at the
meeting.

         Section 3.8   Quorum. A majority of the total number of directors
                       ------
(other than advisory directors) shall constitute a quorum for the transaction of
business. In the absence of a quorum, a majority of those present (or if only
one be present, then that one) may adjourn the meeting, without notice other
than announcement at the meeting, until such time as a quorum is present. The
vote of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.

         Section 3.9   Meeting by Telephone. Members of the Board of Directors
                       --------------------
or of any committee thereof may participate in a meeting of the Board of
Directors or of such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Such participation shall constitute presence in
person at such meeting.

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         Section 3.10  Compensation. Directors shall receive such fees and
                       ------------
expense reimbursements for their services as directors or as members of
committees as set by the Board of Directors. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity as an officer, agent or otherwise, and receiving compensation therefor.

         Section 3.11  Resignations. Any director, member of a committee or
                       ------------
other officer may resign at any time by giving written notice thereof to the
Chairman of the Board or the President. Such resignation shall be effective at
the time of its receipt, unless a date certain is specified for it to take
effect. Acceptance of any resignation shall not be necessary to make it
effective.

         Section 3.12  Removal of Directors. Except as otherwise required by
                       --------------------
law, any director may be removed, with or without cause, at any time by the
shareholders.

         Section 3.13  Filling of Vacancies. In case of any increase in the
                       --------------------
number of directors or any vacancy created by death, removal, or resignation,
the newly created directorships may be filled, or as the case may be, the
vacancy or vacancies may be filled, either (a) by the Board of Directors, or (b)
by the shareholders. Any director or directors so chosen shall hold office until
the next annual meeting of shareholders or until his or their successors are
elected.

                                   ARTICLE IV.

                                   Committees
                                   ----------

         The Board of Directors may, by resolution passed by a majority of the
whole Board of Directors, designate one or more committees, each such committee
to consist of one or more directors of the Corporation. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in such resolution or
resolutions, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the

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seal of the Corporation to be affixed to all papers which may require it; but no
such committee shall have such power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the shareholders the sale, lease, or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
shareholders a dissolution of the Corporation or a revocation of a dissolution,
or amending the Bylaws; and, unless the resolution expressly so provides, no
such committee shall have the power or authority to declare a dividend, to
authorize the issuance of stock or to adopt a certificate of ownership and
merger.

                                   ARTICLE V.

                                  The Officers
                                  ------------

         Section 5.1  Designation. The Corporation shall have such officers with
                      -----------
such titles and duties as set forth in these Bylaws or in a resolution of the
Board of Directors adopted on or after the effective date of these Bylaws.

         Section 5.2  Election and Qualification. The officers of the
                      --------------------------
Corporation shall be elected by its Board of Directors and shall consist of a
President, may but need not consist of one or more Vice Presidents, a Secretary,
a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and
such other officers and agents as the Board of Directors may deem advisable.
None of the officers of the Corporation need be directors.

         Section 5.3  Term of Office. Officers shall be chosen in such manner
                      --------------
and shall hold their offices for such term as determined by the Board of
Directors. Each officer shall hold office from the time of his or her election
and qualification to the time at which his or her successor is elected and
qualified, or until his or her earlier resignation, removal or death.

         Section 5.4  Resignation.  Any officer of the Corporation may resign
                      -----------
at any time by giving written notice of such resignation to the Chairman of the
Board of Directors or to the President. Any such resignation shall take effect
at the time specified therein or, if no time be specified, upon receipt thereof
by the Chairman

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of the Board of Directors or the President. The acceptance of such resignation
shall not be necessary to make it effective.

         Section 5.5       Removal.  Any officer may be removed at any time,
                           -------
with or without cause, by the Board of Directors.

         Section 5.6       Compensation.  The compensation of each officer shall
                           ------------
be determined by the Board of Directors.

         Section 5.7       The President. The President shall be the chief
                           -------------
executive officer of the Corporation and, subject to the control of the Board of
Directors, shall have general and active charge, control and supervision of all
of the business and affairs of the Corporation. The President shall report to
the Board of Directors and shall direct the implementation of the decisions,
policies and procedures established by the Board of Directors. The President
shall have general authority to execute bonds, deeds and contracts in the name
and on behalf of the Corporation and in general to exercise all the powers
generally appertaining to the chief executive officer of a corporation.

         Section 5.8       Vice President. Each Vice President shall have such
                           --------------
powers and shall perform such duties as shall be assigned to him or her by the
Board of Directors. During the absence of the President or during his inability
to act, a Vice President designated by the Board of Directors shall exercise the
powers and shall perform the duties of the President, subject to the direction
of the Board of Directors.

         Section 5.9       Secretary. The Secretary shall attend meetings of the
                           ---------
Board of Directors and shareholders and record votes and minutes of such
proceedings, subject to the direction of the Chairman; assist in issuing calls
for meetings of shareholders and directors; keep the seal of the Corporation and
affix it to such instruments as may be required from time to time; keep the
stock transfer books and other books and records of the Corporation; act as
stock transfer agent for the Corporation; attest the Corporation's execution of
instruments when requested and appropriate; make such reports to the Board of
Directors as are properly requested; and perform such other duties incident to
the office of Secretary and those that may be otherwise assigned to the
Secretary from time to time by the President or the Chairman of the Board of
Directors.

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         Section 5.10   Treasurer. The Treasurer shall have custody of all
                        ---------
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation. The Treasurer
shall deposit or disburse all moneys and other property in the name and to the
credit of the Corporation as may be designated by the President or the Board of
Directors. The Treasurer shall render to the President and the Board of
Directors at the regular meetings of the Board of Directors, or whenever they
may request it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation. The Treasurer shall perform such
other duties incident to the office of Treasurer as the President or the Board
of Directors shall from time to time designate.


         Section 5.11   Other Officers. Each other officer of the Corporation
                        --------------
shall have such powers and shall perform such duties as shall be assigned to him
or her by the Board of Directors.

                                   ARTICLE VI.

                             Certificates of Stock,
                             Transfers of Stock and
                             Registered Shareholders
                             -----------------------

         Section 6.1    Stock Certificates. The interest of each holder of stock
                        ------------------
of the Corporation shall be evidenced by a certificate or certificates signed by
or in the name of the Corporation by the Chairman of the Board of Directors, or
the President or a Vice President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation
certifying the number of shares owned by the holder thereof in the Corporation.
Any of or all of the signatures on the certificate may be a facsimile. If any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, the certificate
may be issued by the Corporation with the same effect as if he/she were such
officer, transfer agent or registrar at the date of issuance.

         Section 6.2    Classes/Series of Stock. The Corporation may issue one
                        -----------------------
or more classes of stock or one or more series of stock within any class
thereof, as stated and expressed in the Certificate of Incorporation or of any
amendment thereto, any or

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all of which classes may be stock with par value or stock without par value. The
powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be set forth
in full or summarized on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock, provided
that, in accordance with the Oklahoma General Corporation Act, in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate which the Corporation shall issue to represent such class or series
of stock, a statement that the Corporation will furnish without charge to each
shareholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

         Section 6.3   Transfer of Stock. Subject to the transfer restrictions
                       -----------------
permitted by Section 1055 of Title 18 of the Oklahoma Statutes and to stop
transfer orders directed in good faith by the Corporation to any transfer agent
to prevent possible violations of federal or state securities laws, rules or
regulations, the shares of stock of the Corporation shall be transferrable upon
its books by the holders thereof in person or by their duly authorized attorneys
or legal representatives, and upon such transfer the old certificates shall be
surrendered to the Corporation by the delivery thereof to the person in charge
of the stock and transfer books and ledgers, or to such other persons as the
directors may designate, by who they shall be cancelled, and new certificates
shall be issued. A record shall be made of each transfer and whenever a transfer
shall be made for collateral security, and not absolutely, it shall be so
expressed in the entry of the transfer.

         Section 6.4   Holders of Record. Prior to due presentment for
                       -----------------
registration of transfer, the Corporation may treat the holder of record of a
share of its stock as the complete owner thereof exclusively entitled to vote,
to receive notifications and otherwise entitled to all the rights and powers of
a complete owner thereof, notwithstanding notice of the contrary.

         Section 6.5   Lost, Stolen, Destroyed, or Mutilated Certificates. A new
                       --------------------------------------------------
certificate of stock may be issued to replace a certificate theretofore issued
by the Corporation, alleged to

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have been lost, stolen, destroyed or mutilated, and the Board of Directors or
the President may require the owner of the lost or destroyed certificate or his
or her legal representatives, to give such sum as they may direct to indemnify
the Corporation against any expense or loss it may incur on account of the
alleged loss of any such certificate.

         Section 6.6   Dividends. Subject to the provisions of the Certificate
                       ---------
of Incorporation and applicable law, the directors may, out of funds legally
available therefor at any annual, regular, or special meeting, declare dividends
upon the capital stock of the Corporation as and when they deem expedient.
Dividends may be paid in cash, in property, or in shares of stock of the
Corporation. Before declaring any dividends there may be set apart out of any
funds of the Corporation available for dividends such sum or sums as the
directors from time to time in their discretion deem proper working capital to
serve as a reserve fund to meet contingencies or as equalizing dividends or for
such other purposes as the directors shall deem in the best interest of the
Corporation.

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                                  ARTICLE VII.

                          Indemnification of Officers,
                         Directors, Employees and Agents
                         -------------------------------

         Section 7.1   Indemnification Other Than in Action by or in Right of
                       ------------------------------------------------------
Corporation. To the fullest extent and in the manner permitted by the laws of
-----------
the State of Oklahoma and specifically as is permitted under Section 1031 of
Title 18 of the Oklahoma Statutes or its successor or any other law which may
hereafter be enacted granting to a corporation the powers of indemnification,
the Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
other than an action by or in the right of the Corporation, by reason of the
fact that such person is or was a director or officer of the Corporation, or is
or was serving at the request of the Corporation as a director or officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with such action, suit, or proceeding if he acted in good faith and in a manner
he reasonably believed to be in and not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, he had no
reasonable cause to believe his conduct was unlawful. Determination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in and not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was lawful.

         Section 7.2   Indemnification in Action by or in Right of Corporation.
                       -------------------------------------------------------
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director or officer of the Corporation,
or is or was serving at the request of the Corporation as a director or officer
of another corporation, partnership, joint venture, trust or other enterprise
against expenses, including attorneys'

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fees, actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.

         Section 7.3   Further Indemnity.  To the extent that a director or
                       ------------------
officer of the  Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section 7.1 or 7.2
above, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection therewith.

         Section 7.4   Limitations on Indemnity. Any indemnification under the
                       ------------------------
provisions of Section 7.1 or 7.2 above, unless ordered by a court, shall be made
by the Corporation only as authorized in the specific case upon a determination
that indemnification of the director or officer is proper in the circumstances
because he has met the applicable standard of conduct set forth in Section 7.1
or 7.2, as applicable. Such determination shall be made:

                  (a)  by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding; or

                  (b)  if such a quorum is not  obtainable,  or even if
obtainable, if a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion; or

                  (c)  by the shareholders.

         Section 7.5   Advance of Indemnification Expenses. Expenses incurred by
                       -----------------------------------
an officer or director in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon

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receipt of an undertaking by or on behalf of such director or
officer to repay such amount, unless it shall ultimately be determined that he
is entitled to be indemnified by the Corporation as authorized by the provisions
of this section. Such expenses incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate.

         Section 7.6   Other Indemnification. The indemnification herein
                       ---------------------
provided shall not limit the Corporation from providing any other
indemnification permitted by law nor shall it be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his or her official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

         Section 7.7   Insurance. The Corporation may purchase and maintain
                       ---------
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
and incurred by him or her in any such capacity, or arising out of his or her
status as such, whether or not the Corporation would have the power to indemnify
him or her against such liability under these provisions.


         Section 7.8   Other Entities. For the purposes of this section,
                       --------------
references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this section with respect to the resulting or

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surviving corporation as he/she would have with respect to such constituent
corporation if its separate existence had continued.

                                  ARTICLE VIII.

                                  Miscellaneous
                                  -------------

         Section 8.1   Fiscal  Year.  The  fiscal  year of the  Corporation
                       ------------
  shall be  determined by resolution of the Board of Directors.

         Section 8.2   Corporate Seal. The corporate seal shall be in such form
                       --------------
as the Board of Directors may from time to time prescribe and the same may be
used by causing it or a facsimile thereof to be impressed or affixed or in any
other manner reproduced.

         Section 8.3   Severability.  The invalidity or  unenforceability of
                       ------------
any provision hereof shall not affect the validity or enforceability of the
remaining provisions hereof.

                                   ARTICLE IX.

                               Amendment of Bylaws
                               -------------------

         These Bylaws may be made, altered, or repealed, or new bylaws may be
adopted by the shareholders or the Board of Directors.

         The foregoing First Amended and Restated Bylaws were adopted on the
31st day of January, 2002, and completely amend and restate all previously
existing Bylaws of the Corporation including, but not limited to, those certain
Bylaws dated September 23, 1993, as amended by that certain Amendment to Bylaws
dated September 23, 1993.

/s/Robert C. Brink                                            /s/Charles
----------------------------------------                     ------------
D. Whitsitt
Robert C. Brink, President                         Charles   D.   Whitsitt,
Secretary

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