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EXHIBIT 3.1
                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                              MICHAELS STORES, INC.


                                   ARTICLE I

                                    OFFICES

         SECTION 1. REGISTERED OFFICE. The initial registered office of the
corporation shall be at such place as is designated in the Certificate of
Incorporation (herein, as amended from time to time, so called) and
thereafter the registered office may be at such other place as the Board of
Directors may from time to time designate by resolution.

         SECTION 2. OTHER OFFICES. The corporation may also have offices at
such other places both within and without the State of Delaware as the Board
of Directors may from time to time determine or the business of the
corporation may require.

                                   ARTICLE II

                                  STOCKHOLDERS

         SECTION 1. MEETINGS. All meetings of the stockholders for the
election of Directors shall be held at the principal office of the
corporation or at such other place, within or without the State of Delaware,
as may be fixed from time to time by the Board of Directors. Meetings of
stockholders for any other purpose may be held at such time and place, within
or without the State of Delaware, as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof. The Chairman, Vice
Chairman, Chief Executive Officer or President, or such other officer of the
corporation designated by the Board of Directors, will call meetings of the
stockholders to order and will act as presiding officer thereof. Except as
otherwise provided by the General Corporation Law of the State of Delaware
(herein called the "Act") or the Certificate of Incorporation or unless
otherwise determined by the Board of Directors prior to the meeting, the
presiding officer of the meeting of the stockholders will also determine the
order of business and have the authority in his sole discretion to regulate
the conduct of the meeting, including, without limitation, by imposing
restrictions on the persons (other than stockholders of the corporation or
their duly appointed proxies) who may attend any such meeting of the
stockholders, by ascertaining whether any stockholder or the stockholder's
proxy may be excluded from any meeting of the stockholders based upon any
determination, by the presiding officer, in his sole discretion, that any
such person has unduly disrupted or is likely to disrupt the proceedings at
the meeting of the stockholders and by determining the circumstances in which
any person may make a statement or ask questions at any meeting of the
stockholders.

         SECTION 2. ANNUAL MEETING. (a) An annual meeting of the stockholders
shall be held on such date in each fiscal year of the corporation as the
Board of Directors will select, if

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not a legal holiday, and if a legal holiday, then on the next secular day
following, at which meeting the stockholders shall elect members of the Board
of Directors, and transact such other business as may properly be brought
before the meeting.

                  (b) At an annual meeting of the stockholders, only such
business will be conducted or considered as is properly brought before the
meeting. To be properly brought before an annual meeting, business must be
(i) specified in the notice of meeting (or any supplement thereto) given by
or at the direction of the Board of Directors (or any duly authorized
committee thereof), (ii) otherwise properly brought before the annual meeting
by or at the direction of the Board of Directors (or any duly authorized
committee thereof) or (iii) otherwise properly brought before the annual
meeting by any stockholder of the corporation (A) who is a stockholder of
record on the date of the giving of the notice provided for in this Section 2
and on the record date for the determination of stockholders entitled to vote
at such annual meeting and (B) who complies with the notice procedures set
forth in this Section 2. In addition to any other applicable requirements,
for business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in proper
written form to the Secretary of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation not less than sixty nor more
than ninety days prior to the date on which the corporation first mailed its
proxy materials for the prior year's annual meeting of stockholders;
provided, however, that in the event that the annual meeting is called for a
date that is not within thirty days before or after the anniversary of the
prior year's annual meeting, notice by the stockholder to be timely must be
so received not later than the close of business on the tenth calendar day
following the date on which public disclosure of the date of the annual
meeting was made. In no event will the public disclosure of an adjournment of
an annual meeting commence a new time period for the giving of a
stockholder's notice as described above. For purposes of the foregoing, the
date on which the corporation first mailed its proxy materials to
stockholders will be the date so described in such proxy materials.
Notwithstanding the foregoing, for a stockholder's notice regarding the
nomination of directors to be timely, the requirements of Article Seven of
the Certificate of Incorporation must be met.

                  (c) A stockholder's notice to the Secretary shall set forth
as to each matter the stockholder proposes to bring before the annual meeting
(i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and address, as they appear on the corporation's
books, of the stockholder proposing such business, (iii) the class and number
of shares of the corporation which are beneficially owned by the stockholder
or of record by such stockholder, (iv) a description of all arrangements or
understandings between such stockholder and any other person or persons
(including their names) in connection with the proposal of such business by
such stockholder and any material interest of the stockholder in such
business and (v) a representation that such stockholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting.

                  (d) No business shall be conducted at an annual meeting
except in accordance with the procedures set forth in this Section 2. If the
presiding officer of an annual meeting determines that business was not
properly brought before the meeting in accordance with the

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provisions of this Section 2, such presiding officer shall declare to the
meeting that the business was not properly brought before the meeting and
such business shall not be transacted.

         SECTION 3. LIST OF STOCKHOLDERS. At least ten days before each
meeting of stockholders, a complete list of the stockholders entitled to vote
at said meeting, arranged in alphabetical order, with the address of and the
number of voting shares held by each, shall be prepared by the officer or
agent having charge of the stock transfer books. Nothing contained in this
Section shall require the corporation to include electronic mail addresses or
other electronic contact information on such list. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
for a period of at least ten days prior to the meeting: (i) on a reasonably
accessible electronic network, provided that the information required to gain
access to such list is provided with the notice of the meeting; or (ii)
during ordinary business hours, at the principal place of business of the
corporation. In the event that the corporation determines to make the list
available on an electronic network, the corporation may take reasonable steps
to ensure that such information is available only to stockholders of the
corporation. If the meeting is to be held at a place, then the list shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. If the
meeting is to be held solely by means of remote communication, then the list
shall also be open to the examination of any stockholder during the whole
time of the meeting on a reasonably accessible electronic network, and the
information required to access such list shall be provided with the notice of
the meeting. The Board of Directors may fix in advance a record date for the
purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such record date to be not less than ten nor more
than sixty days prior to such meeting. In the absence of any action by the
Board of Directors, the close of business on the day next preceding the day
on which notice is given shall be the record date.

         SECTION 4. SPECIAL MEETINGS. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by the Act, or by
the Certificate of Incorporation, or by these Bylaws (herein, as amended from
time to time, so called), may be called by the Board of Directors. At a
special meeting of stockholders, only such business may be conducted or
considered as is properly brought before the meeting. To be properly brought
before a special meeting, business must be (i) specified in the notice of the
meeting (or any supplement thereto) given by or at the direction of the Board
in accordance with these Bylaws or (ii) otherwise properly brought before the
meeting by the presiding officer or by or at the direction of a majority of
the Board. The determination of whether any business sought to be brought
before any special meeting of the stockholders is properly brought before
such meeting in accordance with this Section 4 will be made by the presiding
officer of such meeting. If the presiding officer determines that any
business is not properly brought before such meeting, he will so declare to
the meeting and such business will not be conducted or considered.

         SECTION 5. NOTICE. Notice stating the place, if any, day and hour of
any meeting of the stockholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than ten nor more than sixty days before the date of the meeting, either
personally, by a form of electronic transmission consented to by the
stockholder, or by mail, by or at the direction of the Secretary, or the
officer or person calling the meeting, to each stockholder of record entitled
to vote at the meeting. Such notice shall include the means of

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remote communication, if any, by which stockholders and proxyholders may be
deemed to be present in person and vote at such meeting.

         SECTION 6. QUORUM. At all meetings of the stockholders, the presence
in person or by proxy of the holders of a majority of the shares issued and
outstanding and entitled to vote shall be necessary and sufficient to
constitute a quorum for the transaction of business except as otherwise
provided by the Act, by the Certificate of Incorporation or by these Bylaws.
If, however, such quorum shall not be present or represented at any meeting
of the stockholders, the stockholders entitled to vote thereat, present in
person or represented by proxy, shall have the power to adjourn the meeting
from time to time, without notice other than announcement at the meeting,
until a quorum shall be present or represented, provided, however, that if
the adjournment is for more than thirty days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted
at the meeting as originally notified.

         SECTION 7. VOTING. When a quorum is present at any meeting, the vote
of the holders of a majority of the shares which have voting power present in
person or represented by proxy at such meeting and which have actually voted
shall decide any questions brought before such meeting, unless the question
is one upon which, by express provision of the Act or of the Certificate of
Incorporation or of these Bylaws (including, but not limited to, Article III
of these Bylaws), a different vote is required, in which case such express
provision shall govern and control the decision of such question. The
stockholders present in person or represented by proxy at a duly organized
meeting may continue to transact business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum.

         SECTION 8. PROXY. Each outstanding share, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders, except to the extent that the voting rights of the shares of
any class or classes are limited or denied by the Certificate of
Incorporation. At any meeting of the stockholders, every stockholder having
the right to vote shall be entitled to vote in person or by proxy appointed
by an instrument in writing subscribed by such stockholder, or by his duly
authorized attorney in fact, and bearing a date not more than three years
prior to said meeting, unless said instrument provides for a longer period.
Such proxy shall be filed with the Secretary of the corporation prior to or
at the time of the meeting. A duly elected proxy shall be irrevocable and if,
and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A proxy may be made irrevocable regardless of
whether the interest with which it is coupled is an interest in the stock
itself or an interest in the corporation generally.

                                  ARTICLE III

                              BOARD OF DIRECTORS

         SECTION 1. BOARD OF DIRECTORS. The business and affairs of the
corporation shall be managed by its Board of Directors who may exercise all
such powers of the corporation

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and do all such lawful acts and things as are not by the Act or by the
Certificate of Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders.

         SECTION 2. NUMBER OF DIRECTORS; ELECTION. The exact number of
Directors shall be fixed by resolution of the Board of Directors from time to
time, none of whom need be stockholders or residents of the State of
Delaware. The Directors shall be elected by plurality vote at the annual
meeting of the stockholders, except as may be provided from time to time in
the Certificate of Incorporation (or, in the case of vacancies, below), and
each Director elected shall hold office until his successor shall be elected
and shall qualify.

         SECTION 3. VACANCIES AND NEW DIRECTORSHIPS. Any Director may be
removed either for or without cause, as provided in the Certificate of
Incorporation. Newly created directorships resulting from any increase in the
number of directors and any vacancies occurring in the Board of Directors for
any reason will be filled by the vote of a majority of the Directors then in
office, although less than a quorum, or, if there is no remaining Director,
by the stockholders. Each successor Director so chosen shall hold office
until the next election of the class for which such directors shall have been
chosen and until their successors shall be elected and qualified.

                                   ARTICLE IV

                              MEETINGS OF THE BOARD

         SECTION 1. MEETINGS. The Directors of the corporation may hold their
meetings, both regular and special, at such times and places as are fixed
from time to time by resolution of the Board of Directors.

         SECTION 2. ANNUAL MEETING. The first meeting of each newly elected
Board of Directors shall be held without further notice immediately following
the annual meeting of stockholders, and at the same place, unless by
unanimous consent of the Directors then elected and serving such time or
place shall be changed.

         SECTION 3. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held without notice at such time and place as shall from
time to time be determined by resolution of the Board.

         SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the Vice Chairman of
the Board or by a majority of the Directors in office. The purpose of any
special meeting shall be specified in the notice or any waiver of notice.
Each notice of a meeting of the Board of Directors may be delivered
personally or by telephone to a Director not later than the day before the
day on which the meeting is to be held; sent to a Director at his residence
or usual place of business, or at any other place of which he will have
notified the corporation by telegram, telex, cable, wireless, facsimile,
electronic transmission or similar means at least 24 hours before the time at
which the meeting is to be held; or posted to him at such place by prepaid
first class or air mail, as appropriate, at least three days before the day
on which the meeting is to be held. Notice of a meeting of the Board of
Directors need not be given to any Director who submits a signed

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waiver of notice, whether before or after the meeting, or who attends the
meeting without protesting, prior to or at its commencement, the lack of
notice to him.

         SECTION 5. QUORUM. At all meetings of the Board of Directors the
presence of a majority of the number of Directors then constituting the Board
of Directors shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the affirmative vote of at least a majority of
the Directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as may be otherwise specifically
provided by the Act or by the Certificate of Incorporation or by these
Bylaws. If a quorum shall not be present at any meeting of Directors, the
Directors present there at may adjourn the meeting from time to time without
notice other than announcement at the meeting, until a quorum shall be
present.

         SECTION 6. EXECUTIVE COMMITTEE. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate an Executive
Committee, to consist of two or more Directors of the corporation, one of
whom shall be designated as chairman, who shall preside at all meetings of
such Committee. To the extent provided in the resolution of the Board of
Directors, the Executive Committee shall have and may exercise all of the
authority of the Board of Directors in the management of the business and
affairs of the corporation, except where action of the Board of Directors as
a whole is expressly required by the Act or by the Certificate of
Incorporation and shall have power to authorize the seal of the corporation
to be affixed to all papers which may require it. The Executive Committee
shall keep regular minutes of its proceedings and report the same to the
Board of Directors when required. Any member of the Executive Committee may
be removed, for or without cause, by the affirmative vote of a majority of
the whole Board of Directors. If any vacancy or vacancies occur in the
Executive Committee caused by death, resignation, retirement,
disqualification, removal from office or otherwise, the vacancy shall the
filled by the affirmative vote of a majority of the whole Board of Directors.

         SECTION 7. OTHER COMMITTEES. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate other
committees, each committee to consist of two or more Directors of the
corporation, which committees shall have such power and authority and shall
perform such functions as may be provided in such resolution. Such committee
or committees shall have such name or names as may be designated by the Board
and shall keep regular minutes of their proceedings and report the same to
the Board of Directors when required.

         SECTION 8. ACTION BY CONSENT. Any action required or permitted to be
taken at any meeting of the Board of Directors, the Executive Committee or
any other committee of the Board of Directors, may be taken without such a
meeting if a consent in writing, setting forth the action so taken, is signed
by all the members of the Board of Directors or the Executive Committee or
such other committee, as the case may be and the writing or writings are
filed with the minutes of proceedings of the Board or Committee.

         SECTION 9. COMPENSATION OF DIRECTORS. Directors, as such, shall not
receive any stated salary for their services, but may receive such
compensation and reimbursements as may be determined from time to time by
resolution of the Board; provided

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that nothing herein contained shall be construed to preclude any Director
from serving the corporation in any other capacity and receiving compensation
therefor.

                                   ARTICLE V

                               NOTICE OF MEETINGS

         SECTION 1. FORM OF NOTICE. Whenever under the provisions of the Act
or of the Certificate of Incorporation or of these Bylaws, notice is required
to be given to any Director or stockholder, and no provision is made as to
how such notice shall be given, it shall not be construed to mean personal
notice, but any such notice may be given (a) in writing, by mail, postage
prepaid, addressed to such Director or stockholder at such address as appears
on the books of the corporation or (b) by electronic transmission to any (i)
Director or (ii) stockholder who consents to receipt by such means. Any
notice required or permitted to be given by mail shall be deemed to be given
at the time when the same be thus deposited in the United States mails as
aforesaid.

         SECTION 2. WAIVER. Whenever any written notice is required to be
given to any stockholder or Director of the corporation, under the provisions
of the Act or of the Certificate of Incorporation or of these Bylaws, a
waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated in such notice, shall be
deemed equivalent to the giving of such notice.

         SECTION 3. TELEPHONE MEETINGS. Members of the Board of Directors or
members of any committee designated by the Board of Directors may participate
in and hold meetings of such Board or committee by means of conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other.

                                   ARTICLE VI

                                    OFFICERS

         SECTION 1. IN GENERAL. The officers of the corporation shall be
elected by the Board of Directors and shall be a Chief Executive Officer, a
President, a Vice President, a Secretary and a Treasurer. The Board of
Directors may also elect a Chairman of the Board, Vice Chairman of the Board,
additional Vice Presidents, Assistant Vice Presidents, a Controller, and one
or more Assistant Secretaries and Assistant Treasurers. Any two or more
offices may be held by the same person. Any of the offices may be left vacant
from time to time as the Board may determine.

         SECTION 2. ELECTION. The Board of Directors, at its first meeting
after each annual meeting of stockholders, or at any other time, may elect a
Chief Executive Officer, a President, one or more Vice Presidents, a
Secretary and a Treasurer, none of whom need be a member of the Board of
Directors.

         SECTION 3. OTHER OFFICERS AND AGENTS. The Board of Directors may
also elect and appoint such other officers and agents as it shall deem
necessary, who shall be elected

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and appointed for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board.

         SECTION 4. SALARIES. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors or by the Executive
Committee, if so authorized by the Board.

         SECTION 5. TERM OF OFFICE AND REMOVAL. Each officer of the
corporation shall hold office until his death, or his resignation or removal
from office, or the election and qualification of his successor, whichever
shall first occur. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors, whenever in its judgment
the best interest of the corporation will be served thereby. If the office of
any officer becomes vacant for any reason, the vacancy may be filled by the
Board of Directors.

         SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if any,
shall preside at all meetings of the Board at which he may be present and
shall be ex officio a member of all standing committees and shall perform
such other duties as may be assigned to him by the Board of Directors.

         SECTION 7. VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the
Board, if any, shall have such powers and perform such duties as the Board of
Directors or the Executive Committee may from time to time prescribe. In the
absence or disability of the Chairman of the Board, the Vice Chairman of the
Board shall perform the duties and exercise the powers of the Chairman of the
Board.

         SECTION 8. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of
the corporation shall have, subject only to the Board of Directors and the
Executive Committee, general and active management and supervision of the
business and affairs of the corporation and shall see that all orders and
resolutions of the Board of Directors and the Executive Committee are carried
into effect. He shall have all powers and duties of supervision and
management usually vested in the general manager of a corporation, including,
without limitation, the supervision and direction of all other officers of
the corporation (other than the Chairman of the Board and the Vice Chairman
of the Board) and the power to appoint and discharge agents and employees.

         SECTION 9. PRESIDENT. The President shall have, subject only to the
Board of Directors and the Executive Committee and, if the President is not
also the Chief Executive Officer, the Chief Executive Officer, general charge
of the business, affairs and property of the corporation, and control over
its officers, agents and employees. The President shall perform such other
duties as from time to time may be assigned to him by the Board of Directors
or the Executive Committee or, if the President is not also the Chief
Executive Officer, the Chief Executive Officer of the corporation.

         SECTION 10. VICE PRESIDENTS. Each Vice President shall have such
power and perform such duties as the Board of Directors or the Executive
Committee may from time to time prescribe, or as the Chief Executive Officer
or President may from time to time delegate to him.

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In the absence or disability of the President, a Vice President designated by
the Board of Directors shall perform the duties and exercise the powers of
the President.

         SECTION 11. SECRETARY. The Secretary shall attend all meetings of
the stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose. The Secretary shall perform like duties for
the Board of Directors and the Executive Committee when required. He shall
give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors and shall perform such other
duties as may be prescribed by the Board of Directors or the Executive
Committee or the Chief Executive Officer, under whose supervision he shall
be. He shall keep in safe custody the seal of the corporation.

         SECTION 12. ASSISTANT SECRETARIES. Each Assistant Secretary shall
have such power and perform such duties as the Board of Directors may from
time to time prescribe. Unless otherwise provided by the Board of Directors,
in the absence or disability of the Secretary, any Assistant Secretary may
perform the duties and exercise the powers of the Secretary.

         SECTION 13. TREASURER. The Treasurer shall have the custody of all
corporate funds and securities, shall keep full and accurate accounts of
receipts and disbursements of the corporation, and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation
in such depositories as may be designated by the Board of Directors. He shall
disburse the funds of the corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, shall render to the
Chief Executive Officer and Directors, at the regular meetings of the Board,
or whenever they may require it, an account of all his transactions as
Treasurer and of the financial condition of the corporation, and shall
perform such other duties as the Board of Directors may prescribe.

         SECTION 14. ASSISTANT TREASURERS. Each Assistant Treasurer shall
have such powers and perform such duties as the Board of Directors may from
time to time prescribe. Unless otherwise provided by the Board of Directors,
in the absence or disability of the Treasurer, any Assistant Treasurer may
perform the duties and exercise the powers of the Treasurer.

         SECTION 15. CONTROLLER. The Controller shall share with the
Treasurer responsibility for the financial and accounting books and records
of the corporation, shall report to the Treasurer, and shall perform such
other duties as the Board of Directors or the Executive Committee or the
Chief Executive Officer may from time to time prescribe.

         SECTION 16. BONDING. If required by the Board of Directors, all or
certain of the officers shall give the corporation a bond, in such form, in
such sum, and with such surety or sureties as shall be satisfactory to the
Board, for the faithful performance of the duties of their office and for the
restoration to the corporation, in case of their death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in their possession or under their control
belonging to the corporation.








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                                  ARTICLE VII

                             CERTIFICATES OF SHARES

         SECTION 1. FORM OF CERTIFICATES. Certificates, in such form as may
be determined by the Board of Directors, representing shares to which
stockholders are entitled shall be delivered to each stockholder. Such
certificates shall be consecutively numbered and shall be entered in the
stock book of the corporation as they are issued. Each certificate shall
state on the face thereof the holder's name, the number, class of shares, and
the par value of such shares or a statement that such shares are without par
value. They shall be signed by the Chairman of the Board or the Vice Chairman
of the Board, or the President or a Vice President, and by the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary, and may
be sealed with the seal of the corporation or a facsimile thereof. If any
certificate is countersigned by a transfer agent, or an assistant transfer
agent or registered by a registrar, either of which is other than the
corporation or an employee of the corporation, the signatures of the
corporation's officer may be facsimiles. In case any officer or officers who
have signed, or whose facsimile signature or signatures have been used on
such certificates, shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the corporation or its
agents, such certificate or certificates may nevertheless be adopted by the
corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or
officers of the corporation.

         SECTION 2. LOST CERTIFICATES. The Board of Directors may direct that
a new certificate be issued in place of any certificate theretofore issued by
the corporation alleged to have been lost, stolen or destroyed and the Board
of Directors may require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to give the corporation a bond, in
such form, in such sum, and with such surety or sureties as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

         SECTION 3. TRANSFER OF SHARES. Shares of stock shall be transferable
only on the books of the corporation by the holder thereof in person or by
his duly authorized attorney, lawfully constituted in writing. No transfer
shall be made which is inconsistent with law.

         SECTION 4. REGISTERED STOCKHOLDERS. The corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by law.









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                                  ARTICLE VIII

                               GENERAL PROVISIONS

         SECTION 1. DIVIDENDS. Dividends upon the outstanding shares of the
corporation, subject to the provisions of the Certificate of Incorporation,
if any, may be declared by the Board of Directors at any regular or special
meeting. Dividends may be declared and paid in cash, in property, or in
shares of the corporation, subject to the provisions of the Act and the
Certificate of Incorporation. The Board of Directors may fix in advance a
record date for the purpose of determining stockholders entitled to receive
payment of any dividend, such record date to be not more than sixty days
prior to the payment date of such dividend, or the Board of Directors may
close the stock transfer books for such purpose for a period of not more than
sixty days prior to the payment date of such dividend. In the absence of any
action by the Board of Directors, the date upon which the Board of Directors
adopts the resolution declaring such dividend shall be the record date.

         SECTION 2. RESERVES. There may be created by resolution of the Board
of Directors out of the net profits of the corporation such reserve or
reserves as the Directors from time to time, in their discretion, think
proper to provide for contingencies, or to equalize dividends, or to repair
or maintain any property of the corporation, or for such other purpose as the
Directors shall think beneficial to the corporation, and the Directors may
modify or abolish any such reserve in the manner in which it was created.

         SECTION 3. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.

         SECTION 4. SEAL. The corporation shall have a seal, and said seal
may be used by causing it or a facsimile thereof to be impressed or affixed
or reproduced or otherwise. Any officer of the corporation shall have
authority to affix the seal to any document requiring it.

         SECTION 5. ANNUAL STATEMENT. The Board of Directors shall present at
each annual meeting, and when called for by vote of the stockholders at any
special meeting of the stockholders, a full and clear statement of the
business and condition of the corporation.

         SECTION 6. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

         SECTION 7. TIME PERIODS. In applying any provision of these Bylaws
that requires that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified
number of days prior to an event, calendar days will be used unless otherwise
specified, the day of the doing of the act will be excluded and the day of
the event will be included.


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<PAGE>

                                   ARTICLE IX

                                   INDEMNITY

         SECTION 1. INDEMNIFICATION. The corporation shall indemnify its
directors and officers to the fullest extent permitted by the Act and the
Certificate of Incorporation and may, if and to the extent authorized by the
Board of Directors, so indemnify any other person whom it has the power to
indemnify against any liability, expense or other matter whatsoever.

         SECTION 2. INDEMNIFICATION ADDITIONAL TO OTHER RIGHTS. The rights of
indemnification provided for in this Article IX shall be in addition to any
rights to which any such Director, officer or employee may be entitled under
any agreement, vote of stockholders, the Certificate of Incorporation, or as
a matter of law or otherwise.

                                   ARTICLE X

                                   AMENDMENTS

         SECTION 1. BY STOCKHOLDERS. These Bylaws may be amended or repealed
by the vote of stockholders entitled to at least a majority of the votes
which all stockholders are entitled to cast thereon, at any regular or
special meeting of the stockholders, duly convened after notice to the
stockholders of the purpose.

         SECTION 2. BY THE BOARD OF DIRECTORS. These Bylaws may also be
amended or repealed by the Board of Directors by the vote of a majority of
Directors, except as such power may be limited by any one or more bylaws
adopted by the stockholders.

                                             Adopted:  September 13, 2000
                                             /s/ Mark V. Beasley
                                             -----------------------------------
                                             Mark V. Beasley, Secretary








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