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                                                                    EXHIBIT 3.17

                                     BYLAWS

                                       OF

                           FIRSTWAVE MANAGEMENT, INC.

                       ARTICLE I: STOCKHOLDERS' MEETINGS


         SECTION 1.  PLACE OF MEETINGS.

         Meeting of the stockholders shall be held at such place as the Board
of Directors shall determine and as shall be designated in the notice of said
meeting.

         SECTION 2.  ANNUAL MEETING.

         There shall be an annual meeting of the stockholders on the last
Thursday in May of each year at 11:00 a.m., or at such other date or time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting, for the election of directors and for the
transaction of such other business as may come before the meeting.

         SECTION 3. SPECIAL MEETINGS.

         Special meetings of the stockholders for any purpose may be called by
the Board of Directors or by such person or persons as may be authorized by the
Certificate of Incorporation.

         SECTION 4.  NOTICE OF STOCKHOLDER MEETINGS.

         Whenever stockholders are required or permitted to take any action at
a meeting, a written notice of the meeting shall be given which shall state the
place, date and hour of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the special meeting is called.

         Unless otherwise provided by law, the written notice of any meeting
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder entitled to vote at such meeting. If
mailed, notice is deemed to be given when deposited in the United States Mail,
postage prepaid, directed to the stockholder at his address as it appears on
the record of the Corporation.

         SECTION 5.  INSPECTORS.

         The Board of Directors shall, in advance of any meeting of 
stockholders, appoint one (1) or more inspectors to act as judges of the voting
at the meeting and to determine those entitled to vote at any stockholders
meeting, or any adjournment thereof, and to make a written report thereof. If



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the Board of Directors fails to make such appointment(s) or if an appointee(s)
fail to serve, the presiding officer of the stockholders' meeting shall appoint
one (1) or more substitute inspectors to act at the meeting. Each Inspector
shall take the oath provided by Section 231 of the Delaware General Corporation
Law.

         SECTION 6.  QUORUM AND ADJOURNMENTS.

         Except as otherwise provided by law, the holders of stock of record
entitled to exercise a majority of the voting power of the Corporation present
in person or by proxy shall constitute a quorum for the transaction of business
thereat. If, however, such majority shall not be present in person or by proxy,
the stockholders entitled to vote thereat, present in person or by proxy, shall
have the power to adjourn the meeting from time to time and from place to place
without notice, other than an announcement at the meeting of the time and place
of the adjourned meeting, until the requisite amount of voting power shall be
present or the meeting has been adjourned permanently. At such adjourned
meeting, at which the requisite amount of voting power shall be present, any
business which might have been transacted at the original meeting may be
transacted.

         SECTION 7.  VOTING.

         At every meeting of stockholders, every stockholder having the right
to vote shall be entitled to vote in person or by proxy appointed by a legally
sufficient instrument. Unless otherwise provided in the Certificate of
Incorporation and subject to Section 213 of the General Corporation Law of the
State of Delaware, each stockholder shall be entitled to one (1) vote for each
share of capital stock held by such stockholder. All elections of Directors
shall be by written ballot, unless otherwise provided in the Certificate of
Incorporation. In all matters other than the election or removal of Directors
or as otherwise provided in these Bylaws, the Certificate of Incorporation, or
the laws of the State of Delaware, the affirmative vote of the majority of
shares present in person or represented by proxy at the meeting and entitled to
vote on the subject matter shall be the act of the stockholders.

                         ARTICLE II: BOARD OF DIRECTORS

         SECTION 1.  NUMBER, QUALIFICATION, ELECTION AND TERMS.

         The number of Directors shall be fixed from time to time by the Board
of Directors, but shall not be less than three (3) nor more than five (5)
persons.
                     
         SECTION 2.  RESIGNATION.

         Any Director may resign at any time by giving written notice of his
resignation to the Chairman or the Secretary, to be effective upon its
acceptance by the Board or at the time specified in such writing.


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         SECTION 3.  RESPONSIBILITIES AND POWERS.

         The business and affairs of the Corporation shall be managed under the
direction of the Board of Directors. In addition to the powers and authorities
expressly conferred by these Bylaws, the Board of Directors may exercise all
such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these Bylaws
directed or required to be exercised or done by the stockholders.

         SECTION 4.  ORGANIZATION MEETING.

         Immediately after the adjournment of the annual meeting of the
stockholders each year, or special meeting held in lieu thereof, the Directors
elected thereat shall, without notice, convene the annual meeting of Directors
for the organization of the Board of Directors, the election of officers and
members of committees and the transaction of any other business which may
properly come before the meeting. If a quorum of the Board of Directors shall
not be present, the Chairman shall call a meeting for such purposes as promptly
as is practicable. Except as otherwise provided in this Section, Directors may
hold their regular and special meetings at such times and places and have one
or more offices and keep the books of the Corporation at such places as the
Board of Directors determines.

         SECTION 5.  NOTICE OF BOARD MEETINGS.

         No notice of regular meetings of the Board of Directors need be given.
Special meetings of the Board of Directors may be called by the Chairman or the
President of the Corporation upon notice to each Director, given either in
person or by mail, telephone, telegram, telex, or similar medium of
communication: provided, however, that such notice shall be deemed to have ben
waived by the Directors attending or voting at any such meeting, without
protesting the lack of proper notice, and may be waived in writing or by
telegram, telex, or similar medium of communication by any Director either
before or after such meeting. Special meetings shall be called by the Chairman,
the President or the Secretary on like notice, on the written request of two
(2) Directors. A minimum of 24 hours' notice of special meetings shall be given
to each Director. Unless otherwise indicated in the notice thereof, any
business may be transacted at any such special meeting.

         SECTION 6.  QUORUM AND ACTS OF THE BOARD.

         At all meetings of Directors a majority of the total number of
Directors then in office shall constitute a quorum for the transaction of
business and the act of a majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
is not present, a majority of the Directors present may adjourn the meeting
without notice other than announcement until a quorum shall attend.

         SECTION 7.  COMMITTEES OF THE BOARD OF DIRECTORS.


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         The Board of Directors, by resolution passed by a majority of the
Board may designate one or more committees. No committee shall consist of less
than one (1) Director. The Board of Directors may appoint one or more Directors
as alternate members of any such committee, who may take the place of any
absent member or members at any meeting of such committee. Except as otherwise
provided by statute, a committee shall have and exercise the powers of the
Board of Directors in the direction of the management of the business and
affairs of the Corporation to the extent provided in the enabling resolution.
Each committee shall have such name as may be determined by the Board of
Directors. A majority of the members of a committee shall constitute a quorum
and a majority vote of the members at a meeting at which a quorum is present
shall be the act of the committee. A committee shall keep minutes of its
proceedings, and shall report its proceedings to the Board of Directors when
required or when requested by a Director to do so.

         SECTION 8.  COMPENSATION.

         The Board of Directors may establish such compensation for, and
reimbursement of the expenses of, Directors for attendance at meetings of the
Board of Directors or committees, or for other services by Directors to the
Corporation, as the Board of Directors may determine. Such compensation may be
in addition to that received by any Director or any member of a committee as an
officer or employee or agent of the Corporation.

                             ARTICLE III: OFFICERS

         SECTION 1.  NUMBER AND TERM OF OFFICE.

         The officers of the Corporation shall be a Chairman of the Board of
Directors, a President, a Secretary, and a Treasurer, and such other officers
as may from time to time be appointed by the Board of Directors. Any two (2) or
more offices may be held by the same person.

         The officers of the Corporation shall be elected or appointed annually
by the Board of Directors at the first meeting of the Board of Directors held
after each annual meeting of stockholders. Vacancies or new offices may be
filled at any time. Each officer shall hold office until his successor shall
have been duly elected or appointed or until his death or until he shall resign
or shall have been removed by a majority of the Board of Directors.

         SECTION 2.  THE CHAIRMAN OF THE BOARD.

         The Chairman of the Board shall be the chief executive officer of the
Corporation and as such shall have, subject to the supervision and direction of
the Board of Directors or of the Executive Committee, if any, general
supervision of the business, property and affairs of the Corporation and the
powers vested in him by the Board of Directors, by law or by these Bylaws or
which usually attach or pertain to such office. He shall preside at meetings of
the stockholders and of the Board 


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of Directors and of the Executive Committee, if any. The Chairman may sign,
with the Secretary or an Assistant Secretary, certificates for shares of the
Corporation.

         SECTION 3.  THE PRESIDENT.

         The President shall have such powers as are vested in him by the Board
of Directors, by law or by these Bylaws. In the absence or inability of the
Chairman of the Board to act, the President shall have and exercise all the
powers and duties of the Chairman of the Board.

         SECTION 4.  THE TREASURER.

         If required by the Board of Directors, the Treasurer shall give a 
bond for the faithful discharge of his duties in such sum and with such surety
or sureties as the Board of Directors shall determine. The Treasurer shall: (a)
have charge and custody of and be responsible for all funds and securities of
the Corporation, receive and give receipts for monies due and payable to the
Corporation from any source whatsoever, and deposit all such monies in the name
of the Corporation in such banks, trust companies or other depositaries as 
shall be selected in accordance with the provisions of Article V of these 
Bylaws; (b) in general, perform all the duties incident to the office of 
Treasurer and such other duties as from time to time may be assigned to him by 
the Chairman of the Board, the President, the Board of Directors, or these 
Bylaws.

         SECTION 5.  THE SECRETARY.

         The Secretary shall have the custody of the corporate seal and the
Secretary or any Assistant Secretary shall affix the same to all instruments or
papers requiring the seal of the Corporation. The Secretary, or in his absence,
any Assistant Secretary, shall see that proper notices are sent of the meetings
of the stockholders, the Board of Directors and the Executive Committee, and
shall see that all proper notices are given as required by these Bylaws. The
Secretary or any Assistant Secretary shall keep the minutes of all meetings of
stockholders and Board of Directors and all committees which may request the
Secretary's services.

         SECTION 6.  ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.

         The Assistant Treasurers shall respectively, if required by the Board
of Directors, give bonds for the faithful discharge of their duties in such
sums and with such sureties as the Board of Directors shall determine. The
Assistant Secretaries as thereunto authorized by the Board of Directors may
sign with the Chairman of the Board, or the President, certificates for shares
of the Corporation, the issue of which shall have been authorized by a
resolution of the Board of Directors. The Assistant Treasurers and Assistant
Secretaries, in general, shall perform such duties as shall be assigned to them
by the Treasurer or the Secretary, respectively, or by the Chairman of the
Board, the President, the Board of Directors or these Bylaws.

         SECTION 7.  SALARIES.


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         The salaries of the officers shall be fixed from time to time by the
Board of Directors, and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a Director of the Corporation.

         SECTION 8.  REMOVAL.

         Any officer may be removed by a majority of the Board of Directors
whenever in its judgment the best interest of the Corporation would be
served thereby.

                           ARTICLE IV: STOCK RECORDS

         SECTION 1.  FORM OF CERTIFICATES.

         The shares of the Corporation shall be represented by certificates.
The certificates representing stock of the Corporation shall be numbered and
shall be entered in the books of the Corporation as they are issued. They shall
exhibit the holder's name and number of shares and may be mechanically signed
with a facsimile of the signature of the Chairman of the Board, the President
or a Vice President, and a facsimile of the signature of a duly authorized
officer or agent of any properly designated transfer agent of the Corporation.
Such certificates may be issued and delivered notwithstanding that the person
whose facsimile signature appears thereon shall have ceased to be such officer
at the time the certificates are issued and delivered.

         SECTION 2.  CLASSES OF STOCK.

         The designations, preferences and relative participating, optional or
other special rights of the various classes of stock or series thereof, and the
qualifications, limitations or restrictions thereof, shall be set forth in full
or summarized on the face or back of the certificates which the Corporation
issues to represent its stock, or in lieu thereof, such certificates shall set
forth the office of the Corporation from which the holders of certificates may
obtain a copy of such information.

         SECTION 3.  TRANSFERS.

         Subject to restrictions on the transfer of stock, the Corporation
shall make transfers of stock on its books upon surrender of the certificate
for the shares to the Corporation or its duly appointed transfer agent duly
endorsed by the stockholder named in the certificate or his duly authorized
attorney.

         SECTION 4.  LOST CERTIFICATES.

         An officer may direct that a new certificate be issued in place of
certificates previously issued by the Corporation and alleged to have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or destroyed. 


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As a condition precedent to the issuance thereof, the officer may require the
claimant to advertise the alleged loss, theft or destruction in such manner as
the officer may require to give the Corporation a bond in such sum as he 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
or the issuance of the new certificate.

                               ARTICLE V: GENERAL

         SECTION 1.  CORPORATE SEAL.

         The seal of the Corporation shall be circular in form with the name of
the Corporation and the words "Corporate Seal, Delaware" stamped across the
center. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

         SECTION 2.  FISCAL YEAR.

         The fiscal year of the Corporation shall be the calendar year, except
as otherwise determined from time to time by the Board of Directors.

         SECTION 3.  AMENDMENTS.

         Subject to the restrictions set forth in the Certificate of
Incorporation, these Bylaws may be amended or repealed at any regular meeting
of the stockholders or at any special meeting thereof duly called for that
purpose by a majority vote of the shares represented and entitled to vote at
such meeting provided that in the notice of such special meeting notice of such
purpose shall be given.

         Subject to the laws of the State of Delaware, the restrictions set
forth in the Certificate of Incorporation and these Bylaws, the Board of
Directors may by majority vote of those present at any meeting at which a
quorum is present amend or repeal these Bylaws, or adopt such other Bylaws as
in their judgment may be advisable for the regulation of the conduct of the
affairs of the Corporation.


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