BYLAWS
                                       OF
                                  IMMUCOR, INC.
                  Amended and Restated as of December 19, 2001

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                                       -i-
                                     BYLAWS
                                       OF
                                  IMMUCOR, INC.

                                TABLE OF CONTENTS


                                                                          Page
ARTICLE I. Office...........................................................1
   1.1      Registered Office and Agent.....................................1
   1.2      Principal Office................................................1
   1.3      Other Offices...................................................1
ARTICLE II. Shareholders' Meetings..........................................1
   2.1      Place of Meetings...............................................1
   2.2      Annual Meetings.................................................2
   2.3      Special Meetings................................................2
   2.4      Notice of Meetings..............................................2
   2.5      Waiver of Notice................................................2
   2.6      Voting Group; Quorum; Vote Required to Act......................3
   2.7      Voting of Shares................................................3
   2.8      Proxies.........................................................3
   2.9      Presiding Officer...............................................3
   2.10     Adjournments....................................................4
   2.11     Conduct of the Meeting..........................................4
   2.12     Action of Shareholders Without a Meeting........................4
   2.13     Matters Considered at Annual Meetings...........................5
ARTICLE III. Board of Directors.............................................5
   3.1      General Powers..................................................5
   3.2      Number, Election and Term of Office.............................5
   3.3      Removal of Directors............................................6
   3.4      Vacancies.......................................................6
   3.5      Compensation....................................................6
   3.6      Committees of the Board of Directors............................6
   3.7      Qualification of Directors......................................6
   3.8      Certain Nomination Requirements.................................7
ARTICLE IV. Meetings of the Board of Directors..............................7
   4.1      Regular Meetings................................................7
   4.2      Special Meetings................................................8
   4.3      Place of Meetings...............................................8
   4.4      Notice of Meetings..............................................8
   4.5      Quorum..........................................................8
   4.6      Vote Required for Action........................................8
   4.7      Participation by Conference Telephone...........................8
   4.8      Action by Directors Without a Meeting...........................8
   4.9      Adjournments....................................................9
   4.10     Waiver of Notice................................................9
ARTICLE V. Officers.........................................................9
   5.1      Offices.........................................................9
   5.2      Term............................................................9
   5.3      Compensation...................................................10
   5.4      Removal........................................................10
   5.5      Chairman of the Board..........................................10
   5.6      Chief Executive Officer........................................10
   5.7      President......................................................10
   5.8      Vice Presidents................................................11
   5.9      Secretary......................................................11
   5.10     Treasurer......................................................11
ARTICLE VI. Distributions and Dividends....................................11
ARTICLE VII. Shares........................................................11
   7.1      Share Certificates.............................................12
   7.2      Rights of Corporation with Respect to Registered O.............12
   7.3      Transfers of Shares............................................12
   7.4      Duty of Corporation to Register Transfer.......................12
   7.5      Lost, Stolen, or Destroyed Certificates........................12
   7.6      Fixing of Record Date..........................................13
   7.7      Record Date if None Fixed......................................13

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ARTICLE VIII. Indemnification..............................................14
   8.1      Indemnification of Directors...................................14
   8.2      Indemnification of Officers and Others.........................14
   8.3      Subsidiaries...................................................15
   8.4      Determination..................................................15
   8.5      Advances.......................................................16
   8.6      Non-Exclusivity; Continuing Benefits...........................16
   8.7      Insurance......................................................16
   8.8      Notice.........................................................17
   8.9      Security.......................................................17
   8.10     Amendment......................................................17
   8.11     Agreements.....................................................17
   8.12     Successors.....................................................18
   8.13     Additional Indemnification.....................................18
ARTICLE IX. Miscellaneous..................................................18
   9.1      Inspection of Books and Records................................18
   9.2      Fiscal Year....................................................18
   9.3      Corporate Seal.................................................18
   9.4      Annual Statements..............................................18
   9.5      Notice.........................................................19
ARTICLE X. Amendments......................................................19




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                                     BYLAWS
                                       OF
                                  IMMUCOR, INC.
--------------------------------------------------------------------------------
         References  in these Bylaws to "Articles of  Incorporation"  are to the
Articles  of  Incorporation  of  Immucor,   Inc.,  a  Georgia  corporation  (the
"Corporation"), as amended and restated from time to time.

         All of these Bylaws are subject to contrary provisions,  if any, of the
Articles of  Incorporation  (including  provisions  designating the preferences,
limitations,  and relative rights of any class or series of shares), the Georgia
Business  Corporation Code (the "Code"),  and other applicable law, as in effect
on and after the effective  date of these Bylaws.  References in these Bylaws to
"Sections" shall refer to sections of the Bylaws, unless otherwise indicated.

--------------------------------------------------------------------------------
ARTICLE I
                                     Office
1.1      Registered   Office  and  Agent.  The  Corporation   shall  maintain  a
registered office and shall have a registered agent whose business office is the
same as the registered office.

1.2      Principal  Office.  The principal  office of the  Corporation  shall be
at the place  designated  in  the  Corporation's  annual registration  with  the
Georgia Secretary of State.

1.3      Other Offices.  In addition to  its registered   office  and  principal
office, the Corporation may have offices at other locations either in or outside
the State of Georgia.

ARTICLE II
                             Shareholders' Meetings
2.1 Place of Meetings. Meetings of the Corporation's shareholders may be held at
any location  inside or outside the State of Georgia  designated by the Board of
Directors or any other person or persons who  properly  call the meeting,  or if
the  Board of  Directors  or such  other  person  or  persons  do not  specify a
location, at the Corporation's principal office.



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2.2  Annual  Meetings.   The  Corporation   shall  hold  an  annual  meeting  of
shareholders, at a time determined by the Board of Directors, to elect directors
and to transact any  business  that  properly  may come before the meeting.  The
annual meeting may be combined with any other meeting of  shareholders,  whether
annual or special.

2.3 Special Meetings. Special meetings of shareholders of one or more classes or
series  of the  Corporation's  shares  may be called at any time by the Board of
Directors,  the Chairman of the Board, or the Chief Executive  Officer and shall
be called by the  Corporation  upon the  written  request  (in  compliance  with
applicable requirements of the Code) of the holders of shares representing fifty
percent (50%) or more of the votes entitled to be cast on each issue proposed to
be considered at the special meeting. The business that may be transacted at any
special meeting of shareholders  shall be limited to that proposed in the notice
of the special meeting given in accordance  with Section 2.4 (including  related
or incidental  matters that may be necessary or  appropriate  to effectuate  the
proposed business).

2.4 Notice of Meetings.  In accordance with Section 9.5 and subject to waiver by
a shareholder pursuant to Section 2.5, the Corporation shall give written notice
of the date, time, and place of each annual and special shareholders' meeting no
fewer  than 10 days  nor  more  than 60 days  before  the  meeting  date to each
shareholder of record  entitled to vote at the meeting.  The notice of an annual
meeting need not state the purpose of the meeting  unless  these Bylaws  require
otherwise. The notice of a special meeting shall state the purpose for which the
meeting is called. If an annual or special shareholders' meeting is adjourned to
a different date,  time, or location,  the Corporation  shall give  shareholders
notice of the new date,  time,  or location of the adjourned  meeting,  unless a
quorum of shareholders was present at the meeting and information  regarding the
adjournment was announced before the meeting was adjourned;  provided,  however,
that if a new record date is or must be fixed in  accordance  with  Section 7.6,
the Corporation must give notice of the adjourned meeting to all shareholders of
record  as of the new  record  date who are  entitled  to vote at the  adjourned
meeting.

2.5 Waiver of Notice.  A shareholder  may waive any notice required by the Code,
the Articles of  Incorporation,  or these  Bylaws,  before or after the date and
time of the matter to which the notice relates, by delivering to the Corporation
a written waiver of notice signed by the shareholder  entitled to the notice. In
addition,  a  shareholder's  attendance  at a  meeting  shall be (a) a waiver of
objection  to lack of  notice or  defective  notice of the  meeting  unless  the
shareholder  at the  beginning of the meeting  objects to holding the meeting or
transacting  business  at  the  meeting,  and  (b)  a  waiver  of  objection  to
consideration  of a  particular  matter at the  meeting  that is not  within the
purpose  stated  in the  meeting  notice,  unless  the  shareholder  objects  to
considering the matter when it is presented. Except as otherwise required by the
Code, neither the purpose of nor the business  transacted at the meeting need be
specified in any waiver.

2.6      Voting Group; Quorum; Vote Required to Act.

a.   Unless otherwise required by the Code or the Articles of Incorporation, all
     classes or series of the Corporation's shares entitled to vote generally on
     a matter  shall for that  purpose be  considered  a single  voting group (a
     "Voting  Group").  If either  the  Articles  of  Incorporation  or the Code
     requires  separate voting by two or more Voting Groups on a matter,  action
     on that  matter is taken  only when voted  upon by each such  Voting  Group
     separately.  At all meetings of shareholders,  any Voting Group entitled to
     vote on a matter  may take  action on the  matter  only if a quorum of that
     Voting  Group  exists at the meeting,  and if a quorum  exists,  the Voting
     Group may take action on the matter notwithstanding the absence of a quorum
     of any other  Voting Group that may be entitled to vote  separately  on the
     matter.  Unless the Articles of  Incorporation,  these Bylaws,  or the Code
     provides  otherwise,  the  presence  (in  person  or by  proxy)  of  shares
     representing  a  majority  of votes  entitled  to be cast on a matter  by a
     Voting Group shall  constitute a quorum of that Voting Group with regard to
     that  matter.  Once a share is present at any meeting  other than solely to
     object to holding the meeting or transacting  business at the meeting,  the
     share shall be deemed present for quorum  purposes for the remainder of the
     meeting and for any adjournments of that meeting,  unless a new record date
     for the  adjourned  meeting is or must be set  pursuant  to Section  7.6 of
     these Bylaws.

b.   Except as provided in Section 3.4, if a quorum  exists,  action on a matter
     by a Voting Group is approved by that Voting Group if the votes cast within
     the Voting  Group  favoring the action  exceed the votes cast  opposing the
     action,  unless the Articles of Incorporation,  a provision of these Bylaws
     that has been  adopted  pursuant to Section  14-2-1021  of the Code (or any
     successor provision),  or the Code requires a greater number of affirmative
     votes.
<PAGE>

2.7 Voting of Shares.  Unless otherwise  required by the Code or the Articles of
Incorporation,  each  outstanding  share of any  class or series  having  voting
rights  shall be entitled to one vote on each matter that is submitted to a vote
of shareholders.

2.8 Proxies. A shareholder entitled to vote on a matter may vote in person or by
proxy  pursuant to an appointment  executed in writing by the  shareholder or by
his  attorney-in-fact.  An  appointment  of a proxy shall be valid for 11 months
from the date of its  execution,  unless a longer or shorter period is expressly
stated in the proxy.

2.9  Presiding  Officer.  Except as otherwise  provided in this Section 2.9, the
Chairman of the Board,  and in his  absence or  disability  the Chief  Executive
Officer,  shall  preside at every  shareholders'  meeting  (and any  adjournment
thereof) as its chairman,  if either of them is present and willing to serve. If
neither the Chairman of the Board nor the Chief Executive Officer is present and
willing to serve as chairman of the  meeting,  and if the  Chairman of the Board
has not designated  another  person who is present and willing to serve,  then a
majority of the Corporation's directors present at the meeting shall be entitled
to designate a person to serve as chairman. If no director of the Corporation is
present at the meeting or if a majority of the directors who are present  cannot
be  established,  then a chairman of the meeting shall be selected by a majority
vote of (a) the shares  present at the meeting that would be entitled to vote in
an election of  directors,  or (b) if no such shares are present at the meeting,
then the shares  present at the  meeting  comprising  the Voting  Group with the
largest number of shares present at the meeting and entitled to vote on a matter
properly  proposed to be considered at the meeting.  The chairman of the meeting
may designate other persons to assist with the meeting.

2.10  Adjournments.  At any  meeting of  shareholders  (including  an  adjourned
meeting),  a majority of shares of any Voting Group present and entitled to vote
at the meeting (whether or not those shares constitute a quorum) may adjourn the
meeting,  but only with respect to that Voting Group, to reconvene at a specific
time and place. If more than one Voting Group is present and entitled to vote on
a matter at the meeting,  then the meeting may be continued  with respect to any
such  Voting  Group that does not vote to adjourn as  provided  above,  and such
Voting Group may proceed to vote on any matter to which it is otherwise entitled
to do so; provided,  however, that if (a) more than one Voting Group is required
to take action on a matter at the meeting and (b) any one of those Voting Groups
votes to adjourn the meeting (in accordance with the preceding  sentence),  then
the action  shall not be deemed to have been taken until the  requisite  vote of
any  adjourned  Voting  Group is obtained at its  reconvened  meeting.  The only
business that may be transacted at any reconvened meeting is business that could
have been transacted at the meeting that was adjourned, unless further notice of
the adjourned  meeting has been given in compliance with the  requirements for a
special meeting that specifies the additional  purpose or purposes for which the
meeting is called.  Nothing  contained  in this  Section 2.10 shall be deemed or
otherwise  .construed to limit any lawful authority of the chairman of a meeting
to adjourn the meeting.

2.11 Conduct of the Meeting. At any meeting of shareholders, the chairman of the
meeting shall be entitled to establish the rules of order  governing the conduct
of business at the meeting.

2.12 Action of Shareholders  Without a Meeting.  Action required or permitted to
be taken at a meeting  of  shareholders  may be taken  without a meeting  if the
action  is taken by all  shareholders  entitled  to vote on the  action  or,  if
permitted by the Articles of Incorporation,  by persons who would be entitled to
vote at a meeting  shares having  voting power to cast the  requisite  number of
votes (or  numbers,  in the case of voting by groups) that would be necessary to
authorize or take the action at a meeting at which all shareholders  entitled to
vote were present and voted. The action must be evidenced by one or more written
consents  describing the action taken,  signed by shareholders  entitled to take
action without a meeting,  and delivered to the Corporation for inclusion in the
minutes or filing with the corporate records. Where required by Section 14-2-704
or other  applicable  provision  of the  Code,  the  Corporation  shall  provide
shareholders with written notice of actions taken without a meeting.
<PAGE>

2.13 Matters  Considered  at Annual  Meetings.  Notwithstanding  anything to the
contrary in these  Bylaws,  the only business that may be conducted at an annual
meeting of shareholders  shall be business  brought before the meeting (a) by or
at the  direction of the Board of Directors  prior to the meeting,  (b) by or at
the direction of the Chairman of the Board or the Chief  Executive  Officer,  or
(c) by a shareholder of the  Corporation who is entitled to vote with respect to
the  business  and who  complies  with the notice  procedures  set forth in this
Section 2.13. For business to be brought  properly before an annual meeting by a
shareholder,  the  shareholder  must have given timely notice of the business in
writing to the  Secretary  of the  Corporation.  To be timely,  a  shareholder's
notice must be delivered or mailed to and received at the  principal  offices of
the Corporation  not later than 60 days before the date that  corresponds to the
month and day of the prior year on which the Corporation  first mailed its proxy
materials for the prior year's annual meeting of  shareholders.  A shareholder's
notice to the Secretary  shall set forth a brief  description  of each matter of
business  the  shareholder  proposes to bring before the meeting and the reasons
for  conducting  that  business at the meeting;  the name,  as it appears on the
Corporation's books, and address of the shareholder proposing the business;  the
series or class and number of shares of the Corporation's capital stock that are
beneficially  owned  by  the  shareholder;  and  any  material  interest  of the
shareholder in the proposed business. The chairman of the meeting shall have the
discretion.  to  declare  to  the  meeting  that  any  business  proposed  by  a
shareholder  to be  considered  at the  meeting  is out of order  and that  such
business  shall not be transacted  at the meeting if (i) the chairman  concludes
that the matter has been  proposed in a manner  inconsistent  with this  Section
2.13 or (ii) the  chairman  concludes  that the subject  matter of the  proposed
business is inappropriate for consideration by the shareholders at the meeting.

ARTICLE III
                               Board of Directors
3.1 General  Powers.  All  corporate  powers  shall be exercised by or under the
authority of, and the business and affairs of the  Corporation  shall be managed
by, the Board of Directors,  subject to any limitation set forth in the Articles
of Incorporation, in bylaws approved by the shareholders, or in agreements among
all the shareholders that are otherwise lawful.

3.2  Number,  Election  and Term of  Office.  The  number  of  directors  of the
Corporation  shall be fixed by resolution of the Board of Directors from time to
time and, until otherwise so fixed, shall be seven (7), and in no event shall be
more than thirteen (13);  provided,  however,  that no decrease in the number of
directors shall have the effect of shortening the term of an incumbent director.
Except as  provided  elsewhere  in this  Section  3.2 and in  Section  3.4,  the
directors whose terms expire in accordance with Article Ninth of the Articles of
Incorporation  shall be elected at each annual meeting of shareholders,  or at a
special meeting of shareholders called for purposes that include the election of
directors,  by a plurality of the votes cast by the shares  entitled to vote and
present at the meeting.  Despite the  expiration of a director's  term, he shall
continue to serve until his  successor,  if there is to be any, has been elected
and has qualified.

3.3  Removal of  Directors.  Subject to the  rights,  if any,  of the holders of
Preferred Stock then outstanding, any or all of the directors of the Corporation
may be  removed  from  office at any time,  but only for  cause,  provided  that
directors  elected  by a  particular  Voting  Group may be  removed  only by the
shareholders  in that  Voting  Group.  Removal  action  may be  taken  only at a
shareholders'  meeting for which notice of the removal  action has been given. A
removed  director's  successor,  if any,  may be elected at the same  meeting to
serve the unexpired term.

3.4 Vacancies.  A vacancy  occurring in the Board of Directors may be filled for
the unexpired term,  unless the  shareholders  have elected a successor,  by the
affirmative  vote of a majority of the remaining  directors,  whether or not the
remaining directors constitute a quorum;  provided,  however, that if the vacant
office was held by a director  elected by a particular  Voting  Group,  only the
holders of shares of that Voting  Group or the  remaining  directors  elected by
that  Voting  Group shall be entitled  to fill the  vacancy;  provided  further,
however,  that  if the  vacant  office  was  held  by a  director  elected  by a
particular  Voting  Group and there is no  remaining  director  elected  by that
Voting  Group,  the other  remaining  directors or director  (elected by another
Voting Group or Groups) may fill the vacancy during an interim period before the
shareholders of the vacated  director's Voting Group act to fill the vacancy.  A
vacancy  or  vacancies  in the Board of  Directors  may  result  from the death,
resignation,  disqualification,  or removal of any director, or from an increase
in the number of directors.

3.5 Compensation.  Directors may receive such compensation for their services as
directors  as may be  fixed by the  Board  of  Directors  from  time to time.  A
director may also serve the  Corporation  in one or more  capacities  other than
that of director and receive  compensation for services  rendered in those other
capacities.

3.6  Committees of the Board of Directors.  The Board of Directors may designate
from among its members an executive  committee or one or more other  standing or
ad hoc committees,  each  consisting of one or more directors,  who serve at the
pleasure of the Board of Directors.  Subject to the  limitations  imposed by the
Code,  each  committee  shall  have the  authority  set forth in the  resolution
establishing  the committee or in any other resolution of the Board of Directors
specifying, enlarging, or limiting the authority of the committee.

3.7 Qualification of Directors.  No person elected to serve as a director of the
Corporation  shall  assume  office  and begin  serving  unless  and  until  duly
qualified to serve,  as  determined  by  reference to the Code,  the Articles of
Incorporation,  and any further  eligibility  requirements  established in these
Bylaws.


<PAGE>

3.8 Certain Nomination Requirements.  No person may be nominated for election as
a  director  at any annual or special  meeting  of  shareholders  unless (a) the
nomination has been or is being made pursuant to a recommendation or approval of
the Board of Directors of the Corporation or a properly constituted committee of
the Board of Directors  previously  delegated  authority to recommend or approve
nominees  for  director;  (b) the person is nominated  by a  shareholder  of the
Corporation  who is  entitled  to vote for the  election  of the  nominee at the
subject meeting, and the nominating  shareholder has furnished written notice to
the Secretary of the Corporation,  at the Corporation's  principal  office,  not
later than 60 days before the date that  corresponds to the month and day of the
prior year on which the  Corporation  first mailed its proxy  materials  for the
prior year's annual meeting of shareholders,  and the notice (i) sets forth with
respect  to the  person to be  nominated  his or her  name,  age,  business  and
residence  addresses,  principal  business  or  occupation  during the past five
years,  any  affiliation  with or material  interest in the  Corporation  or any
transaction  involving the  Corporation,  and any  affiliation  with or material
interest in any person or entity  having an interest  materially  adverse to the
Corporation,  and (ii) is accompanied by the sworn or certified statement of the
shareholder  that the  nominee has  consented  to being  nominated  and that the
shareholder  believes  the  nominee  will stand for  election  and will serve if
elected;  or (c) (i) the  person is  nominated  to  replace a person  previously
identified as a proposed  nominee (in accordance  with the provisions of subpart
(b) of this  Section  3.8)  who has  since  become  unable  or  unwilling  to be
nominated  or to serve if  elected,  (ii) the  shareholder  who  furnished  such
previous  identification  makes the  replacement  nomination and delivers to the
Secretary of the  Corporation (at the time of or prior to making the replacement
nomination) an affidavit or other sworn statement affirming that the shareholder
had no reason to believe the original  nominee  would be so unable or unwilling,
and (iii) such  shareholder  also  furnishes in writing to the  Secretary of the
Corporation (at the time of or prior to making the  replacement  nomination) the
same type of information  about the  replacement  nominee as required by subpart
(b) of this Section 3.8 to have been furnished about the original  nominee.  The
chairman of any meeting of shareholders at which one or more directors are to be
elected,  for good cause shown and with proper regard for the orderly conduct of
business at the  meeting,  may waive in whole or in part the  operation  of this
Section 3.8.

ARTICLE IV
                       Meetings of the Board of Directors
4.1 Regular Meetings.  A regular meeting of the Board of Directors shall be held
in conjunction with each annual meeting of shareholders.  In addition, the Board
of Directors may, by prior resolution, hold regular meetings at other times.

4.2 Special  Meetings.  Special meetings of the Board of Directors may be called
by or at the request of the Chairman of the Board, the Chief Executive  Officer,
or any two directors in office at that time.

4.3 Place of  Meetings.  Directors  may hold their  meetings  at any place in or
outside the State of Georgia that the Board of Directors may establish from time
to time.  4.4 Notice of Meetings.  Directors need not be provided with notice of
any regular meeting of the Board of Directors.  Unless waived in accordance with
Section  4.10,  the  Corporation  shall  give at least two days'  notice to each
director  of the date,  time,  and place of each  special  meeting.  Notice of a
meeting  shall be deemed to have been given to any director in attendance at any
prior meeting at which the date,  time, and place of the subsequent  meeting was
announced.

4.5 Quorum.  At meetings of the Board of Directors,  a majority of the directors
then in office shall constitute a quorum for the transaction of business.

4.6 Vote Required for Action.  If a quorum is present when a vote is taken,  the
vote of a majority of the directors  present at the time of the vote will be the
act of the Board of Directors,  unless the vote of a greater  number is required
by the Code, the Articles of  Incorporation,  or these Bylaws. A director who is
present at a meeting of the Board of Directors when corporate action is taken is
deemed to have  assented  to the  action  taken  unless  (a) he  objects  at the
beginning of the meeting (or  promptly  upon his arrival) to holding the meeting
or  transacting  business at it; (b) his dissent or  abstention  from the action
taken is  entered in the  minutes of the  meeting;  or (c) he  delivers  written
notice of his  dissent or  abstention  to the  presiding  officer of the meeting
before its adjournment or to the Corporation  immediately  after  adjournment of
the meeting.  The right of dissent or  abstention is not available to a director
who votes in favor of the action taken.

4.7 Participation by Conference Telephone. Members of the Board of Directors may
participate  in a  meeting  of the  Board by means of  conference  telephone  or
similar  communications  equipment  through which all persons  participating may
hear and  speak to each  other.  Participation  in a  meeting  pursuant  to this
Section 4.7 shall constitute presence in person at the meeting.

4.8 Action by Directors  Without a Meeting.  Any action required or permitted to
be taken at any meeting of the Board of Directors may be taken without a meeting
if a written  consent,  describing the action taken,  is signed by each director
and delivered to the Corporation for inclusion in the minutes or filing with the
corporate records.  The consent may be executed in counterparts,  and shall have
the same force and effect as a  unanimous  vote of the Board of  Directors  at a
duly convened meeting.

4.9 Adjournments.  A meeting of the Board of Directors,  whether or not a quorum
is present, may be adjourned by a majority of the directors present to reconvene
at a specific  time and place.  It shall not be  necessary to give notice to the
directors of the reconvened  meeting or of the business to be transacted,  other
than by announcement at the meeting that was adjourned,  unless a quorum was not
present at the meeting that was  adjourned,  in which case notice shall be given
to directors in the same manner as for a special meeting. At any such reconvened
meeting at which a quorum is present,  any business may be transacted that could
have been transacted at the meeting that was adjourned.


<PAGE>

4.10 Waiver of Notice. A director may waive any notice required by the Code, the
Articles of Incorporation,  or these Bylaws before or after the date and time of
the  matter to which the  notice  relates,  by a  written  waiver  signed by the
director and delivered to the Corporation for inclusion in the minutes or filing
with  the  corporate  records.  Attendance  by a  director  at a  meeting  shall
constitute  waiver of notice  of the  meeting  except  where a  director  at the
beginning of the meeting (or promptly  upon his arrival)  objects to holding the
meeting or to transacting  business at the meeting and does not thereafter  vote
for or assent to action taken at the meeting.

ARTICLE V
                                    Officers
5.1 Offices.  The officers of the  Corporation  shall consist of a President,  a
Secretary,  and a Treasurer,  and may include a Chief Executive Officer separate
from the  President,  each of whom shall be elected or appointed by the Board of
Directors.  The Board of  Directors  may also elect a Chairman of the Board from
among  its  members.  The  Board of  Directors  from  time to time  may,  or may
authorize  the Chief  Executive  Officer to,  create and establish the duties of
other offices and may, or may authorize the Chief Executive Officer to, elect or
appoint, or authorize specific senior officers to appoint, the persons who shall
hold  such  other  offices,  including  one or more Vice  Presidents  (including
Executive Vice Presidents,  Senior Vice  Presidents,  Assistant Vice Presidents,
and the like),  one or more  Assistant  Secretaries,  and one or more  Assistant
Treasurers.  Whether or not so provided by the Board of Directors,  the Chairman
of the Board or the Chief  Executive  Officer may appoint one or more  Assistant
Secretaries and one or more Assistant Treasurers. Any two or more offices may be
held by the same person.

5.2 Term.  Each  officer  shall serve at the  pleasure of the Board of Directors
(or, if appointed by the Chief Executive Officer or a senior officer pursuant to
this  Article  Five,  at the  pleasure  of the  Board of  Directors,  the  Chief
Executive  Officer,  or the senior  officer  authorized  to have  appointed  the
officer) until his death,  resignation,  or removal, or until his replacement is
elected or appointed in accordance with this Article Five.

5.3  Compensation.  The compensation of all officers of the Corporation shall be
fixed by the Board of Directors  or by a committee  or officer  appointed by the
Board of Directors. Officers may serve without compensation.

5.4  Removal.  All  officers  (regardless  of how elected or  appointed)  may be
removed,  with or without  cause,  by the Board of  Directors,  and any  officer
appointed by the Chief  Executive  Officer or another senior officer may also be
removed,  with or without cause, by the Chief Executive Officer or by any senior
officer authorized to have appointed the officer to be removed.  Removal will be
without  prejudice to the contract  rights,  if any, of the person removed,  but
shall be  effective  notwithstanding  any  damage  claim  that may  result  from
infringement of such contract rights.

5.5  Chairman  of the Board.  The  Chairman of the Board (if there be one) shall
preside at and serve as  chairman of  meetings  of the  shareholders  and of the
Board of Directors  (unless  another person is selected under Section 2.9 to act
as  chairman).  The  Chairman of the Board shall  perform  other duties and have
other authority as may from time to time be delegated by the Board of Directors.

5.6 Chief Executive Officer. The Chief Executive Officer (if there be one) shall
be charged with the general and active management of the Corporation,  shall see
that all orders and  resolutions  of the Board of  Directors  are  carried  into
effect,  shall have the authority to select and appoint  employees and agents of
the Corporation,  and shall, in the absence or disability of the Chairman of the
Board,  perform the duties and exercise the powers of the Chairman of the Board.
The Chief  Executive  Officer  shall perform any other duties and have any other
authority as may be delegated  from time to time by the Board of Directors,  and
shall be  subject  to the  limitations  fixed  from time to time by the Board of
Directors.

5.7  President.  If there shall be no separate  Chief  Executive  officer of the
Corporation,  then the  President  shall be the chief  executive  officer of the
Corporation and shall have all the duties and authority given under these Bylaws
to the Chief  Executive  Officer.  The  President  shall  otherwise be the chief
operating officer of the Corporation and shall,  subject to the authority of the
Chief  Executive  Officer,  have  responsibility  for the  conduct  and  general
supervision of the business  operations of the Corporation.  The President shall
perform such other duties and have such other authority as may from time to time
be delegated by the Board of Directors or the Chief  Executive  Officer.  In the
absence or  disability  of the Chief  Executive  Officer,  the  President  shall
perform the duties and exercise the powers of the Chief Executive Officer.

5.8 Vice Presidents.  The Vice President (if there be one) shall, in the absence
or  disability of the  President,  perform the duties and exercise the powers of
the  President,  whether the duties and powers are  specified in these Bylaws or
otherwise.  If the  Corporation  has  more  than  one  Vice  President,  the one
designated  by the Board of  Directors or the Chief  Executive  Officer (in that
order of precedence)  shall act in the event of the absence or disability of the
President.  Vice  Presidents  shall  perform any other duties and have any other
authority as from time to time may be delegated by the Board of  Directors,  the
Chief Executive Officer, or the President.


<PAGE>

5.9 Secretary.  The Secretary shall be responsible for preparing  minutes of the
meetings  of  shareholders,  directors,  and  committees  of  directors  and for
authenticating  records  of the  Corporation.  The  Secretary  or any  Assistant
Secretary  shall have  authority  to give all  notices  required by law or these
Bylaws.  The  Secretary  shall be  responsible  for the custody of the corporate
books, records,  contracts,  and other documents. The Secretary or any Assistant
Secretary  may affix  the  corporate  seal to any  lawfully  executed  documents
requiring it, may attest to the signature of any officer of the Corporation, and
shall sign any instrument that requires the Secretary's signature. The Secretary
or any  Assistant  Secretary  shall  perform any other duties and have any other
authority as from time to time may be delegated by the Board of  Directors,  the
Chief Executive Officer, or the President.

5.10  Treasurer.  Unless  otherwise  provided  by the  Board of  Directors,  the
Treasurer  shall be  responsible  for the  custody  of all funds and  securities
belonging to the  Corporation and for the receipt,  deposit,  or disbursement of
these funds and  securities  under the direction of the Board of Directors.  The
Treasurer  shall cause full and true accounts of all receipts and  disbursements
to be maintained and shall make reports of these receipts and  disbursements  to
the Board of Directors,  the Chief Executive Officer and President upon request.
The Treasurer or Assistant Treasurer shall perform any other duties and have any
other authority as from time to time may be delegated by the Board of Directors,
the Chief Executive Officer, or the President.

ARTICLE VI
                           Distributions and Dividends
         Unless the Articles of Incorporation  provide  otherwise,  the Board of
Directors,  from  time to time  in its  discretion,  may  authorize  or  declare
distributions or share dividends in accordance with the Code.

ARTICLE VII
                                     Shares
7.1 Share  Certificates.  The interest of each  shareholder  in the  Corporation
shall be evidenced by a certificate or certificates  representing  shares of the
Corporation,  which shall be in such form as the Board of Directors from time to
time may adopt in  accordance  with the  Code.  Share  certificates  shall be in
registered  form  and  shall  indicate  the  date  of  issue,  the  name  of the
Corporation,  that the  Corporation is organized  under the laws of the State of
Georgia,  the name of the  shareholder,  and the  number and class of shares and
designation  of  the  series,  if  any,  represented  by the  certificate.  Each
certificate  shall be signed by the  President or a Vice  President  (or in lieu
thereof,  by the Chairman of the Board or Chief Executive  Officer,  if there be
one) and may be signed by the  Secretary  or an Assistant  Secretary;  provided,
however,  that where the certificate is signed (either manually or by facsimile)
by a transfer  agent,  or  registered  by a registrar,  the  signatures of those
officers may be facsimiles.

7.2 Rights of  Corporation  with  Respect  to  Registered  Owners.  Prior to due
presentation  for transfer of  registration  of its shares,  the Corporation may
treat the registered  owner of the shares (or the beneficial owner of the shares
to the extent of any rights  granted by a nominee  certificate  on file with the
Corporation pursuant to any procedure that may be established by the Corporation
in  accordance  with the Code) as the person  exclusively  entitled  to vote the
shares,  to receive  any  dividend  or other  distribution  with  respect to the
shares,  and for all other purposes;  and the Corporation  shall not be bound to
recognize  any equitable or other claim to or interest in the shares on the part
of any other  person,  whether or not it has  express or other  notice of such a
claim or interest, except as otherwise provided by law.

7.3 Transfers of Shares. Transfers of shares shall be made upon the books of the
Corporation  kept by the  Corporation  or by the transfer  agent  designated  to
transfer the shares,  only upon direction of the person named in the certificate
or by an attorney lawfully  constituted in writing.  Before a new certificate is
issued,  the old certificate  shall be surrendered for  cancellation  or, in the
case of a  certificate  alleged to have been lost,  stolen,  or  destroyed,  the
provisions of Section 7.5 of these Bylaws shall have been complied with.

7.4  Duty  of  Corporation  to  Register  Transfer.  Notwithstanding  any of the
provisions of Section 7.3 of these Bylaws,  the  Corporation  is under a duty to
register  the  transfer  of its  shares  only if: (a) the share  certificate  is
endorsed by the appropriate person or persons; (b) reasonable assurance is given
that each required endorsement is genuine and effective; (c) the Corporation has
no duty to inquire into adverse  claims or has discharged any such duty; (d) any
applicable  law relating to the  collection of taxes has been complied with; (e)
the  transfer is in fact  rightful or is to a bona fide  purchaser;  and (f) the
transfer  is  in  compliance   with   applicable   provisions  of  any  transfer
restrictions of which the Corporation shall have notice.

7.5 Lost,  Stolen,  or  Destroyed  Certificates.  Any  person  claiming  a share
certificate  to be  lost,  stolen,  or  destroyed  shall  make an  affidavit  or
affirmation  of this claim in such a manner as the  Corporation  may require and
shall, if the Corporation requires,  give the Corporation a bond of indemnity in
form and amount, and with one or more sureties  satisfactory to the Corporation,
as the Corporation may require,  whereupon an appropriate new certificate may be
issued in lieu of the one alleged to have been lost, stolen or destroyed.

7.6 Fixing of Record  Date.  For the  purpose of  determining  shareholders  (a)
entitled  to  notice  of or to  vote  at any  meeting  of  shareholders  or,  if
necessary,  any  adjournment  thereof,  (b)  entitled to receive  payment of any
distribution  or  dividend,  or (c) for any other proper  purpose,  the Board of
Directors may fix in advance a date as the record date.  The record date may not
be  more  than 70 days  (and,  in the  case of a  notice  to  shareholders  of a
shareholders'  meeting,  not less  than 10 days)  prior to the date on which the
particular action, requiring the determination of shareholders,  is to be taken.
A separate record date may be established for each Voting Group entitled to vote
separately on a matter at a meeting.  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, unless the Board of Directors shall fix a new record
date for the reconvened meeting, which it must do if the meeting is adjourned to
a date more than 120 days after the date fixed for the original meeting.

7.7 Record Date if None Fixed. If no record date is fixed as provided in Section
7.6,  then the record date for any  determination  of  shareholders  that may be
proper or required by law shall be, as appropriate,  the date on which notice of
a  shareholders'  meeting  is mailed,  the date on which the Board of  Directors
adopts a resolution  declaring a dividend or authorizing a distribution,  or the
date on which any  other  action  is taken  that  requires  a  determination  of
shareholders.

<PAGE>




ARTICLE VIII
                                 Indemnification
8.1  Indemnification  of Directors.  The  Corporation  shall  indemnify and hold
harmless  any  person (an  "Indemnified  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
(including any action or suit by or in the right of the  corporation)  by reason
of the fact that he is or was a director of the  corporation,  against  expenses
(including,  but not limited to, attorney's fees and disbursements,  court costs
and expert witness fees), and against any judgments,  fines, and amounts paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action, suit or proceeding;  provided,  that no indemnification shall be made in
respect  of (a)  expenses,  judgments,  fines  and  amounts  paid in  settlement
attributable to (i) any appropriation, in violation of such person's duty to the
corporation,  of any  business  opportunity  of the  corporation,  (ii)  acts or
omissions  not in good  faith  or which  involved  intentional  misconduct  or a
knowing  violation of law, (iii) liability under Section 14-2-832 of the Georgia
Business  Corporation  Code,  and (iv) any  transaction  from which such  person
derived an improper  personal  benefit,  or (b) any other  judgments,  fines and
amounts  paid in  settlement  to the  extent  that such  amounts  do not  exceed
liability  limits,   if  any,  set  forth  in  the  corporation's   articles  of
incorporation.

8.2      Indemnification of Officers and Others.

a.   The Board of  Directors  shall have the power to cause the  Corporation  to
     provide to officers,  employees,  and agents of the  Corporation all or any
     part of the right to indemnification  and other rights of the type provided
     under  Sections 8.1,  8.5, and 8.11 of this Article  Eight  (subject to the
     conditions, limitations, and obligations specified therein, but not subject
     however to the  limitation  imposed under clause (b) of Section 8.1 of this
     Article  Eight),  upon a resolution  to that effect  identifying  officers,
     employees,  or agents (by position or name) and  specifying  the particular
     rights provided, which may be different for each of the officers, employees
     and agents identified.  Each officer, employee, or agent of the Corporation
     so  identified  shall  be an  "Indemnified  Person"  for  purposes  of  the
     provisions of this Article Eight.

b.   The Corporation  shall indemnify and hold harmless each officer  identified
     as an executive officers in the Corporation's  reports and filings with the
     United States Securities and Exchange  Commission (an "Executive  Officer")
     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 (including any action or
     suit by or in the right of the  corporation)  by reason of the fact that he
     is or  was  an  officer  or  agent  of the  corporation,  against  expenses
     (including,  but not limited to, attorney's fees and  disbursements,  court
     costs and expert  witness  fees),  and against any  judgments,  fines,  and
     amounts  paid in  settlement  actually  and  reasonably  incurred by him in
     connection  with  such  action,  suit  or  proceeding;  provided,  that  no
     indemnification shall be made in respect of expenses,  judgments, fines and
     amounts  paid  in  settlement  attributable  to (i) any  appropriation,  in
     violation  of  such  person's  duty  to the  corporation,  of any  business
     opportunity of the corporation, (ii) acts or omissions not in good faith or
     which involved intentional  misconduct or a knowing violation of law, (iii)
     liability under Section 14-2-832 of the Georgia Business  Corporation Code,
     and (iv) any  transaction  from  which  such  person  derived  an  improper
     personal benefit.  Each Executive Officer shall be an "Indemnified  Person"
     for purposes of the provisions of this Article Eight.

8.3  Subsidiaries.  The  Board of  Directors  shall  have the power to cause the
Corporation  to  provide to any  director,  officer,  employee,  or agent of the
Corporation who also is a director, officer, trustee, general partner, employee,
or agent of a  Subsidiary  (as defined  below),  all or any part of the right to
indemnification  and other rights of the type provided  under Sections 8.1, 8.2,
8.5, and 8.11 of this Article Eight (subject to the conditions, limitations, and
obligations  specified  therein with regard to amounts  actually and  reasonably
incurred  by such  person by  reason  of the fact that he is or was a  director,
officer,  trustee,  general  partner,  employee or agent of the Subsidiary.  The
Board of Directors  shall exercise such power,  if at all,  through a resolution

<PAGE>

identifying  the person or persons to be  indemnified  (by position or name) and
the Subsidiary (by name or other classification),  and specifying the particular
rights  provided,  which may be different for each of the  directors,  officers,
employees  and  agents  identified.  Each  person  so  identified  shall  be  an
"Indemnified  Person" for purposes of the  provisions  of this Article  Nine. As
used in this  Article  Nine,  "Subsidiary"  shall mean (i) another  corporation,
joint venture,  trust,  partnership or unincorporated  business association more
than twenty  percent  (20%) of the voting  capital  stock or other voting equity
interest  of which was,  at or after the time the  circumstances  giving rise to
such action,  suit or proceeding arose,  owned,  directly or indirectly,  by the
corporation,  or (ii) a  nonprofit  corporation  which  receives  its  principal
financial support from the corporation or its subsidiaries.

8.4 Determination.  Notwithstanding any judgment, order, settlement, conviction,
or plea in any action, suit or proceeding of the kind referred to in Section 8.1
of  this   Article   Eight,   an   Indemnified   Person  shall  be  entitled  to
indemnification as provided in such Section 8.1 unless a determination that such
Indemnified  Person is not  entitled  to such  indemnification  (because  of the
applicability of clause (a) or (b) of such Section 8.1) shall be made (i) by the
Board of Directors by a majority  vote of a quorum  consisting  of directors who
are not seeking the benefits of such indemnification;  or (ii) if such quorum is
not  obtainable,  or,  even if  obtainable  if a  quorum  of such  disinterested
directors so directs,  in a written opinion by independent  legal counsel (which
counsel may be the outside legal counsel  regularly  employed or retained by the
corporation); or (iii) if a quorum cannot be obtained under (i) above and in the
absence of a written  opinion by  independent  legal counsel by majority vote or
consent of a  committee  duly  designated  by the Board of  Directors  (in which
designation  interested directors may participate),  consisting solely of one or
more  directors  who are  not  seeking  the  benefit  of  such  indemnification.
Provided,  however,  that  notwithstanding  any  determination  pursuant  to the
preceding  sentence,  if such determination  shall have been made at a time that
the  members of the Board of  Directors,  so serving  when the events upon which
such  Indemnified  Person's  liability  has  been  based  occurred,   no  longer
constitute  a  majority  of the  members  of the Board of  Directors,  then such
Indemnified Person shall nonetheless be entitled to indemnification as set forth
in such Section 8.1 unless the Company shall carry the burden of proving,  in an
action before any court of competent jurisdiction,  that such Indemnified Person
is not entitled to indemnification because of the applicability of clause (a) or
(b) of such Section 8.1.

8.5  Advances.  Expenses  (including,  but not limited to,  attorneys'  fees and
disbursements, court costs, and expert witness fees) incurred by the Indemnified
Person in defending  any action,  suit or  proceeding  of the kind  described in
Section  8.1 or 8.2 hereof  shall be paid by the  Corporation  in advance of the
final  disposition  of  such  action,  suit or  proceeding  only  upon:  (i) the
Indemnified  Person delivering the affirmation and the undertaking  described in
subparagraph  (c) of Section 856 of the Code  (whether  or not such  Indemnified
Person is a  director),  and (ii) the Board of  Directors  shall not have made a
determination,  (any such  determination  to be made in the manner  described in
Section 8.4 of these  Bylaws),  that the person seeking  indemnification  is not
entitled to indemnification  because such person's conduct constitutes  behavior
of the type  described  in either  clauses  (a) or (b) of  Section  8.1 of these
Bylaws or clauses (i),  (ii),  (iii) or (iv) of Section  8.2(b) of these Bylaws.
The  Corporation  may  make  the  advances  contemplated  by  this  Section  8.5
regardless of the  Indemnified  Person's  financial  ability to make  repayment.
Advances and undertakings to repay pursuant to this Section 8.5 shall be on such
terms and  conditions  as the Board of Directors  shall  determine  from time to
time, and may be unsecured and interest-free.

8.6 Non-Exclusivity; Continuing Benefits. The indemnification and advancement of
expenses  provided by this  Article  Eight shall not be deemed  exclusive of any
other  rights  to which a  person  seeking  indemnification  or  advancement  of
expenses may be entitled  under any provision of the Articles of  Incorporation,
or any Bylaw,  resolution,  agreement,  vote of  shareholders  or  disinterested
directors or  otherwise,  both as to actions in his official  capacity and as to
actions 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 of the
corporation,  as the case may be, and shall  inure to the  benefit of the heirs,
executors and administrators of such a person.

8.7  Insurance.  The  Corporation  shall have the power to 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, trustee, general partner, employee, or agent
of  another   corporation,   nonprofit   corporation,   joint  venture,   trust,
partnership,  unincorporated  business association or other enterprise,  against
any liability asserted against him and incurred by him in any such capacity,  or
arising out of his status as such, whether or not the Corporation would have the
power to  indemnify  him against such  liability  under the  provisions  of this
Article Eight.

8.8 Notice. If any expenses or other amounts are paid by way of indemnification,
otherwise than by court order or action by the  shareholders  or by an insurance
carrier  pursuant to insurance  maintained by the  corporation,  the corporation
shall,  not later than the next  annual  meeting of  shareholders,  unless  such
meeting is held within  three (3) months from the date of such  payment,  and in
any event,  within  fifteen (15) months from the date of such  payment,  send by
first class mail to its  shareholders of record at the time entitled to vote for
the election of directors a statement  specifying  the persons paid,  the amount
paid and the nature and status at the time of such payment of the  litigation or
threatened litigation.


<PAGE>

8.9 Security. The Corporation may designate certain of its assets as collateral,
provide  self-insurance  or otherwise secure its obligations  under this Article
Eight, or under any indemnification agreement or plan of indemnification adopted
and entered into in accordance with the provisions of this Article Eight, as the
Board of Directors deems appropriate.

8.10  Amendment.  Any  amendment to this Article  Eight that limits or otherwise
adversely  affects the right of  indemnification,  advancement  of expenses,  or
other rights of any Indemnified  Person  hereunder shall, as to such Indemnified
Person, apply only to claims, actions, or proceedings based on actions,  events,
or  omissions  (collectively,  "Post  Amendment  Events")  occurring  after such
amendment  and after  delivery of notice of such  amendment  to the  Indemnified
Person so affected.  Any Indemnified Person shall, as to any claim, action, suit
or proceeding based on actions, events, or omissions occurring prior to the date
of  receipt  of such  notice,  be  entitled  to the  right  of  indemnification,
advancement  of expenses,  and other rights under this Article Eight to the same
extent as had such provisions continued as part of the Bylaws of the Corporation
without  such  amendment.  This  Section  8.10  cannot be altered,  amended,  or
repealed in a manner  effective as to any Indemnified  Person (except as to Post
Amendment Events) without the prior written consent of such Indemnified  Person.
The Board of  Directors  may not alter,  amend or repeal any  provision  of this
Article  Eight in a manner that  extends or enlarges  the right of any person to
indemnification or advancement of expenses  hereunder,  except with the approval
of the  holders  of a  majority  of all  the  shares  of  capital  stock  of the
corporation entitled to vote thereon at a meeting called for such purpose.

8.11  Agreements.  The  provisions  of this  Article  Eight  shall be  deemed to
constitute  an agreement  between the  Corporation  and each Person  entitled to
indemnification  hereunder.  In addition to the rights  provided in this Article
Eight, the Corporation shall have the power, upon  authorization by the Board of
Directors,  to enter into an agreement or agreements providing to any person who
is  or  was  a  director,   officer,   employee  or  agent  of  the  Corporation
indemnification  rights substantially  similar to those provided in this Article
Eight.

8.12 Successors.  For purposes of this Article Eight, the terms "Corporation" or
"this  Corporation"  shall  include  any  corporation,   joint  venture,  trust,
partnership,  or unincorporated  business  association which is the successor to
all or  substantially  all of the business or assets of this  Corporation,  as a
result of merger,  consolidation,  sale, liquidation, or otherwise, and any such
successor shall be liable to the persons indemnified under this Article Eight on
the same terms and conditions and to the same extent as this Corporation.

8.13  Additional  Indemnification.  In addition to the specific  indemnification
rights set forth herein,  the Corporation  shall indemnify each of its directors
and  officers to the full extent  permitted  by action of the Board of Directors
without  shareholder  approval  under  the  Code or other  laws of the  State of
Georgia as in effect from time to time.

ARTICLE IX
                                  Miscellaneous
9.1 Inspection of Books and Records. The Board of Directors shall have the power
to determine which  accounts,  books,  and records of the  Corporation  shall be
available  for  shareholders  to  inspect or copy,  except  for those  books and
records  required  by  the  Code  to be  made  available  upon  compliance  by a
shareholder  with  applicable  requirements,  and  shall  have the  power to fix
reasonable  rules and regulations  (including  confidentiality  restrictions and
procedures)  not in conflict with  applicable law for the inspection and copying
of accounts,  books, and records that by law or by determination of the Board of
Directors are made available.  Unless required by the Code or otherwise provided
by the Board of Directors,  a shareholder of the  Corporation  holding less than
two percent (2%) of the total shares of the Corporation then  outstanding  shall
have no right to inspect the books and records of the Corporation.

9.2 Fiscal Year.  The Board of Directors is authorized to fix the fiscal year of
the  Corporation  and to change  the  fiscal  year from time to time as it deems
appropriate.

9.3  Corporate  Seal.  The  corporate  seal will be in such form as the Board of
Directors may from time to time determine.  The Board of Directors may authorize
the use of one or more facsimile forms of the corporate seal. The corporate seal
need not be used unless its use is required by law, by these  Bylaws,  or by the
Articles of Incorporation.

9.4 Annual Statements. Not later than four months after the close of each fiscal
year,  and in any case prior to the next  annual  meeting of  shareholders,  the
Corporation  shall prepare (a) a balance sheet showing in reasonable  detail the
financial  condition of the  Corporation as of the close of its fiscal year, and
(b) a profit and loss statement showing the results of its operations during its
fiscal year. Upon receipt of written  request,  the  Corporation  promptly shall
mail to any  shareholder  of record a copy of the most recent such balance sheet
and profit and loss  statement,  in such form and with such  information  as the
Code may require.


<PAGE>

9.5      Notice.

a.   Whenever these Bylaws  require notice to be given to any  shareholder or to
     any  director,  the  notice  may be given by mail,  in  person,  by courier
     delivery, by telephone, or by telecopier,  telegraph, or similar electronic
     means.  Whenever  notice is given to a shareholder or director by mail, the
     notice  shall be sent by  depositing  the notice in a post office or letter
     box in a  postage-prepaid,  sealed envelope addressed to the shareholder or
     director  at  his  or  her  address  as it  appears  on  the  books  of the
     Corporation.  Any such written notice given by mail shall be effective: (i)
     if given to  shareholders,  at the time the same is deposited in the United
     States  mail;  and (ii) in all other  cases,  at the  earliest  of (x) when
     received or when delivered,  properly  addressed,  to the addressee's  last
     known  principal  place of business or  residence,  (y) five days after its
     deposit  in  the  mail,  as  evidenced  by the  postmark,  if  mailed  with
     first-class  postage  prepaid and correctly  addressed,  or (z) on the date
     shown on the return  receipt,  if sent by  registered  or  certified  mail,
     return receipt requested,  and the receipt is signed by or on behalf of the
     addressee.  Whenever  notice is given to a  shareholder  or director by any
     means other than mail, the notice shall be deemed given when received.

b.   In calculating  time periods for notice,  when a period of time measured in
     days, weeks, months, years, or other, measurement of time is prescribed for
     the exercise of any privilege or the  discharge of any duty,  the first day
     shall not be counted but the last day shall be counted.

ARTICLE X
                                   Amendments
         Except as otherwise provided under the Code or in Article 8 hereof, the
Board of Directors shall have the power to alter,  amend, or repeal these Bylaws
or adopt  new  Bylaws.  Any  Bylaws  adopted  by the Board of  Directors  may be
altered, amended, or repealed, and new Bylaws adopted, by the shareholders.  The
shareholders  may  prescribe  in adopting  any Bylaw or Bylaws that the Bylaw or
Bylaws so adopted  shall not be  altered,  amended,  or repealed by the Board of
Directors.