BYLAWS OF
                                RMS TITANIC, INC.


                               ARTICLE I - OFFICES

The corporate  office of the Corporation  shall be established and maintained at
3340 Peachtree Rd, NE, Suite 1225,  Atlanta,  Georgia 30326. The Corporation may
also have  offices at such places  within or without the State of Florida as the
Board of  Directors  may from  time to time  establish.  The  Corporation  shall
maintain a registered  agent within the State of Florida who shall be designated
by its Directors.


                            ARTICLE II - SHAREHOLDERS

1.       PLACE OF MEETINGS

Meetings  of  shareholders  shall  be  held  at  the  principal  office  of  the
Corporation or at such place within or without the State of Florida as the Board
of Directors shall authorize.


2.       ANNUAL MEETING

An annual  meeting of  shareholders  shall be set  during the month of  November
unless otherwise determined by the Board of Directors.

3.       SPECIAL MEETINGS

Special  meetings of the  shareholders may be called for any purpose or purposes
by the Board of  Directors,  by the Chairman of the Board of Directors or by the
President  of the  Corporation  or as  otherwise  provided by law. In  addition,
special meetings may, be called by shareholders owning sixty-six and 2/3 percent
(66  2/3%)  of the  shares  of  capital  stock  of the  Corporation  issued  and
outstanding and entitled to vote. Only such business as is stated in the written
notice of a special  meeting may be acted upon thereat.  A meeting  requested by
shareholders  shall be called  for a date not less than ten nor more than  sixty
days  after the  request is made,  The  secretary  shall  issue the call for the
meeting unless the president,  the Board of Directors or the shareholders  shall
designate another to make said call.


4.       NOTICE OF MEETINGS

Written notice of each meeting of  shareholders  shall state the place,  day and
hour of the meeting and in the case of a special meeting the purpose or purposes
for which the meeting is called.  Notice  shall be  delivered  personally  or by
first class mail to each  shareholder of record having the right and entitled to
vote at such  meeting at his last  address  as it appears on the  records of the
Corporation,  not less than ten nor more than sixty days before the date set for
such  meeting.  Such  notice  shall  be  sufficient  for  the  meeting  and  any
adjournment  thereof.  If any shareholder shall transfer his stock after notice,
it shall not be necessary to notify the  transferee.  Any  shareholder may waive
notice of any meeting, either before, during or after the meeting.

No  business  may be  transacted  at a meeting  of  shareholders  other than the
business  that  is  either  (a)  specified  in the  notice  of  meeting  (or any
supplement  thereto) given by or at the action of the Board of Directors (or any
duly authorized  committee  thereof),  (b) otherwise properly brought before the
meeting by or at the direction of the Board of Directors (or any duly authorized
committee  thereof) or (c) otherwise  properly brought before the meeting by the
shareholders  of the  Corporation  in  accordance  with the  provisions of these
Bylaws (as amended).

In addition to any other  applicable  requirements,  for business to be properly
brought before a meeting by a  stockholder,  such  shareholders  must have given
timely  notice   thereof  in  proper  written  form  to  the  Secretary  of  the
Corporation.  To be timely,  a  stockholder's  notice to the  Secretary  must be
delivered to or mailed and received at the  principal  executive  offices of the
Corporation  not less than  forty-five  (45) days nor more than  sixty (60) days
prior to the date of the meeting of shareholders.

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To be in proper  written form a  stockholder's  notice to the Secretary must set
forth as to each matter such  stockholder  proposes to bring  before the meeting
(i) a brief description of the business desired to be brought before the meeting
and the reasons for conducting  such business at the meeting,  (ii) the name and
record  address  of such  stockholder,  (iii) the class or series  and number of
shares of capital stock of the  Corporation  which are owned  beneficially 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 such stockholder of such business,  (v)
if the  Corporation  is a Section 12(g)  reporting  company under the Securities
Exchange Act of 1934, as amended,  all  information  as required by Schedule 14A
under this Act (i.e.,  the proxy  rules),  and (vi) a  representation  that such
stockholder  intends  to appear in person or by proxy at the  annual  meeting to
bring such business before the meeting.

No business  shall be conducted  at a meeting of  shareholders  except  business
brought  before the meeting in accordance  with the procedures set forth in this
Article II Section 4, provided,  however,  that, once business has been properly
brought before the meeting in accordance with such  procedures,  nothing in this
Article II Section 4 shall be deemed to preclude  discussion by any  stockholder
of any such business.  If the Chairman of a meeting determines that business was
not  properly  brought  before the  meeting  in  accordance  with the  foregoing
procedures,  the Chairman shall declare at the meeting that the business was not
properly brought before the meeting and such business shall not be transacted.


5.       CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE

For the purpose of determining  shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment  thereof,  or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other  purpose,  the Board of Directors may provide that the stock  transfer
books shall be closed for a stated period but not to exceed,  in any case, sixty
(60)  days.  If the stock  transfer  books  shall be closed  for the  purpose of
determining  shareholders  entitled  to  notice  of or to vote at a  meeting  of
shareholders  such books shall be closed for at least ten (10) days  immediately
preceding such meeting.

In lieu of closing the stock transfer  books,  the Board of Directors may fix in
advance a date as the record date for any such  determination  of  shareholders,
such date in any case to be not more  than  sixty  (60)  days and,  in case of a
meeting of shareholders, not less than ten (10) days prior to the date for which
the particular action,  requiring such  determination of shareholders,  is to be
taken.

If the stock  transfer  books are not closed and no record date is fixed for the
determination  of  shareholders  entitled  to notice or to vote at a meeting  of
shareholders,  or shareholders  entitled to receive  payment of a dividend,  the
date on  which  notice  of the  meeting  is  mailed  or the  date on  which  the
resolution of the Board of Directors  declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.

If the  requirements  of this Section 5 have not been complied with, the meeting
shall, upon the demand of any stockholder in person or by proxy, be adjourned at
the discretion of the presiding officer or chairman, or his designee,  until the
requirements are complied with.  Failure to comply with the requirements of this
Section 5 shall not affect the  validity  of any  action  taken at such  meeting
prior to the making of any such demand.


6.       VOTING

Every  shareholder  shall be  entitled at each  meeting  and upon each  proposal
presented  at  each  meeting  to  one  vote  for  each  share  recorded  in  the
shareholder's name on the books of the corporation on the record date. The books
of records of shareholders  shall be produced at the meeting upon the request of
any shareholder.  Upon the demand of any shareholder, the vote for directors and
the  vote  upon  any  question  before  the  meeting  shall  be by  ballot.  The
affirmative vote of a majority of the shares represented at the meeting shall be
the act of the shareholders.


7.       QUORUM

The presence in person or by proxy,  of  shareholders  holding a majority of the
shares of the  Corporation  entitled  to vote shall  constitute  a quorum at all
meetings of the shareholders. In no event shall a meeting be held with less than
one-third of the shares entitled to vote at the meeting.  In case a quorum shall
not be present at any meeting,  a majority of the shareholders  entitled to vote

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thereat,  present in person or by proxy, shall have power to adjourn the meeting
from time to time,  without notice other than  announcement at the meeting until
the requisite  amount of shares  entitled to vote shall be present.  At any such
adjourned meeting at which the requisite amount of shares entitled to vote shall
be represented,  any business may be transacted which might have been transacted
at the meeting as  originally  noticed;  but only those  entitled to vote at the
meeting as originally  noticed shall be entitled to vote at any  adjournment  or
adjournments thereof.

When any meeting is convened the  presiding  officer,  if directed by the Board,
may adjourn the meeting if the Board of Directors determines that adjournment is
necessary  or  appropriate  to enable the  shareholders  (i) to  consider  fully
information  which the Board determines has not been made sufficiently or timely
available  to  shareholders,  or (ii)  otherwise to exercise  effectively  their
voting  rights.  Prior to the time when any meeting is convened  the officer who
would be the presiding  officer at such meeting,  if directed by the Board,  may
postpone the meeting if the Board  determines  that  adjournment is necessary or
appropriate to enable the shareholders (a) to consider fully  information  which
the Board  determines  has not been made  sufficiently  or timely  available  to
shareholders or (b) otherwise to exercise effectively their voting rights.


8.       PROXIES

At any  shareholders  meeting or any  adjournment  thereof,  any  shareholder of
record having the right and entitled to vote thereat may be represented and vote
by proxy appointed in a written  instrument.  No such proxy shall be voted after
eleven months from the date thereof unless  otherwise  provided in the proxy. In
the event a proxy provides for two or more persons to act as proxies, a majority
of such  persons  present at the meeting,  or if only one be present,  that one,
shall have all the powers  conferred by the  instrument  upon all the persons so
designated unless the proxy shall provide otherwise.


                             ARTICLE III - DIRECTORS


1.       BOARD OF DIRECTORS

The  business  of the  Corporation  shall be managed  and its  corporate  powers
exercised by a Board of Directors  consisting  of no fewer than one but not more
than five.  It shall not be necessary for directors to be residents of the State
of Florida or shareholders.


2.       ELECTION AND TERM OF DIRECTORS

Directors  shall be  elected  at the annual  meeting  of  shareholders  and each
director  elected  shall hold office  until the  director's  successor  has been
elected and qualified, or until prior resignation or removal.

3.       VACANCIES

Any vacancy occurring in the Board of Directors including any vacancy created by
reason of an increase in the number of directors,  be filled by the  affirmative
vote of a majority of the remaining  directors  though less than a quorum of the
board.  A director  elected to fill a vacancy  shall hold  office only until the
next election of directors by the shareholders.


4.       REMOVAL OF DIRECTORS

Any of the  directors may be removed with cause by a vote of the majority of the
Board of Directors at a special meeting of directors called for that purpose.

Except as otherwise  provided by law or the  Certificate of  Incorporation,  any
director or the entire Board of Directors may be removed, with or without cause,
by the shareholders of three-quarters  (3/4) of the shares then entitled to vote
at an election of directors.

5.       RESIGNATION

A director  may resign at any time by giving  written  notice to the board,  the
president,  or the secretary of the Corporation.  Unless otherwise  specified in
the notice,  the resignation shall take effect upon receipt thereof by the Board
of Directors or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.

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6.       QUORUM OF DIRECTORS

A majority of the directors  shall  constitute a quorum for the  transaction  of
business. If at any meeting of the Board of Directors there shall be less than a
quorum present, a majority of those present may adjourn the meeting from time to
time until a quorum is  obtained  and no further  notice  thereof  need be given
other than by announcement at the meeting which shall be so adjourned.


7.       PLACE AND TIME OF BOARD MEETINGS

The Board of Directors may hold its meetings at the office of the Corporation or
at such other  places,  either  within or without the State of Florida as it may
from time to time determine. Participation in a meeting by communication methods
whereby  all  persons  can hear  each  other at the same time  shall  constitute
presence in person at a meeting.


8.       ANNUAL MEETING

An  annual  meeting  of Board of  Directors  shall be set  during  the  month of
November unless otherwise determined by the Board of Directors.


9.       NOTICE OF MEETINGS OF THE BOARD OF DIRECTORS

Regular  meetings of the Board of Directors  may be held without  notice at such
time and place as it shall from time to time  determine.  Special meeting of the
board  shall be held  upon  notice  to the  directors  and may be  called by the
president upon three days notice to each director  either  personally or by mail
or by  wire;  special  meetings  shall  be  called  by the  president  or by the
secretary  in a like  manner on written  request of two  directors.  Notice of a
meeting need not be given to any director who submits a waiver of notice whether
before or after the meeting or who attends the meeting without  protesting prior
thereto or at its commencement, the lack of notice to him.


10.      EXECUTIVE AND OTHER COMMITTEES

The board,  by  resolution,  may designate from among its members two or more of
their number to one or more  committees,  which,  to the extent provided in said
resolution  or  those  Bylaws  may  exercise  the  powers  of the  board  in the
management of the business of the Corporation.


11.      COMPENSATION

The Board of  Directors  shall have the  authority  to fix the  compensation  of
directors.

12.      NOMINATION OF DIRECTORS AND ADVANCE NOTICE THEREOF.

Only persons who are nominated in accordance with the following procedures shall
be eligible for election as directors of the Corporation, nominations of persons
for  election  to the Board of  Directors  may be made at any annual  meeting of
shareholders,  or at any special meeting of shareholders  called for the purpose
of electing directors,  (a) by or at the direction of the Board of Directors (or
any  duly  authorized  committee  thereof)  or (b) by  the  shareholders  of the
Corporation  in  accordance  with the  provisions  of the Bylaws (as amended) In
addition to any other applicable requirements,  for a nomination to be made by a
stockholder,  such  stockholder  must have given timely notice thereof in proper
written form to the secretary of the Corporation.

To be timely,  a  stockholder's  notice to the Secretary must be delivered to or
mailed and received at the principal  executive  offices of the  Corporation not
less than  forty-five  (45) days nor more than sixty (60) days prior to the date
of the meeting of shareholders.


<PAGE>


To be in proper written form, a  stockholder's  notice to the Secretary must set
forth (a) as to each  person  whom the  stockholder  proposes  to  nominate  for
election as a director (i) the name, age, business address and residence address
of the person,  (ii) the principal  occupation or employment of the person (iii)
the class or series  and number of shares of  capital  stock of the  Corporation
which are owned  beneficially  or of  record  by the  person  and (iv) any other
information  relating to the person that would be required to be  disclosed in a
proxy  statement  or  other  filings  required  to be  made in  connection  with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (b) as to the stockholder giving the
notice (i) the name and record  address of such  stockholder,  (ii) the class or
series and number of shares of capital stock of the Corporation  which are owned
beneficially  or of  record  by such  stockholder,  (iii) a  description  of all
arrangements  or  understandings  between  such  stockholder  and each  proposed
nominee and any other  person or persons  (including  their  names)  pursuant to
which  the  nomination(s)   are  to  be  made  by  such   stockholder,   (iv)  a
representation  that such stockholder intends to appear in person or by proxy at
the  meeting  to  nominate  the  persons  named in its  notice and (v) any other
information  relating to such stockholder that would be required to be disclosed
in a proxy  statement or other filings  required to be made in  connection  with
solicitations  of proxies  for  election  of  directors  pursuant to Article II,
Section  14 of the  Exchange  Act  and the  rules  and  regulations  promulgated
thereunder.  Such  notice  must be  accompanied  by a  written  consent  of each
proposed  nominee  to being  named as a nominee  and to serve as a  director  if
elected.

No person shall be eligible for election as a director of the Corporation unless
nominated  in  accordance  with the  procedures  set forth in this  Article  III
Section 12. If the Chairman of the meeting  determines that a nomination was not
made in accordance with the foregoing procedures,  the Chairman shall declare to
the meeting that the  nomination  was  defective and such  defective  nomination
shall be disregarded.


                              ARTICLE IV - OFFICERS


1.       OFFICERS, ELECTION AND TERM

        a)      The Board of  Directors  may elect or  appoint  a  president,  a
                vice-president,  a  secretary  and a  treasurer,  and such other
                officers  as it may  determine,  who shall have such  duties and
                powers as hereinafter provided.

        b)      In the  event  of  the  death,  resignation,  or  removal  of an
                officer,  the Board of Directors in its  discretion may elect or
                appoint a successor to fill the un-expired term.

        c)      Any two or more offices may be held by the same person.

        d)      The salaries of all officers shall be fixed by the board.

        e)      The  directors  may require any officer to give security for the
                faithful performance of his duties.


2.       PRESIDENT

The president shall be the chief executive  officer of the Corporation and shall
have the general powers and duties of supervision and management  usually vested
in the office of president of a Corporation. He shall preside at all meetings of
the  shareholders  if  present  thereat  and  shall  have  general  supervision,
direction and control of the business of the Corporation. Except as the Board of
Directors shall authorize the execution  thereof in some other manner,  he shall
execute bonds,  mortgages and other contracts on behalf of the Corporation,  and
shall cause the seal to be affixed to any  instrument  requiring  it and when so
affixed,  the seal shall be attested by the  signature  of the  secretary or the
treasurer or an assistant secretary or an assistant treasurer.


3.       VICE-PRESIDENT

During the absence or disability of the president, the vice-president, if one be
elected, or if there are more than one, the executive vice-president, shall have
all the powers and functions of the president. Each vice-president shall perform
such other duties as the board shall prescribe.


4.       SECRETARY

The  secretary  shall attend all  meetings of the Board of Directors  and of the
shareholders,  record all votes and minutes of all  proceedings  in a book to be
kept for that  purpose,  give or cause to be given  notice  of all  meetings  of


<PAGE>

shareholders and of special meetings of the board, keep in safe custody the seal
of the  Corporation and affix it to any instrument when authorized by the board,
when  required  prepare or cause to be prepared and available at each meeting of
shareholders a certified list in alphabetical order of the names of shareholders
entitled to vote  thereat,  indicating  the number of shares of each  respective
class held by each,  keep all the  documents and records of the  Corporation  as
required by law or otherwise in a proper and safe manner, and perform such other
duties as may be prescribed by the board, or assigned to him by the president.


5.       ASSISTANT-SECRETARIES

During the absence or disability of the secretary, the  assistant-secretary,  or
if there are more than one,  the one so  designated  by the  secretary or by the
board, shall have the powers and functions of the secretary.

6.       TREASURER

The treasurer  shall have custody of the corporate  funds and  securities,  keep
full and accurate accounts of receipts and disbursements in the corporate books,
deposit  all  money  and other  valuables  in the name and to the  credit of the
Corporation in such depositories as may be designated by the board, disburse the
funds  of the  Corporation  as may be  ordered  or  authorized  by the  Board of
Directors and preserve  proper  vouchers for such  disbursements,  render to the
president  and board at the  regular  meetings of the board,  or  whenever  they
require it, an account of all  transactions  as treasurer  and of the  financial
condition  of the  Corporation,  render a full  financial  report at the  annual
meeting of the  shareholders  if so  requested,  be furnished  by all  corporate
officers and agents on request with such reports and  statements  as required as
to all financial transactions of the Corporation,  and perform such other duties
as are given by these  Bylaws or as from time to time are  assigned by the board
or the president.


7.       ASSISTANT-TREASURER

During the absence or disability of the treasurer, the  assistant-treasurer,  or
if there are more than one,  the one so  designated  by the  secretary or by the
board, shall have all the powers and functions of the treasurer.


8.       SURETIES AND BONDS

In case the Board of  Directors  shall so  require,  any officer or agent of the
Corporation  shall  execute to the  corporation a bond in such sum and with such
surety or  sureties  as the  board may  direct,  conditioned  upon the  faithful
performance of their duties to the Corporation and including  responsibility for
negligence and for the  accounting for all property,  funds or securities of the
Corporation which may come into their hands.



                       ARTICLE V - CERTIFICATES FOR SHARES

1.       CERTIFICATES

The shares of the Corporation  shall be represented by certificates.  They shall
be numbered and entered in the books of the Corporation as they are issued. They
shall  exhibit the holder's name and the number of shares and shall be signed by
the president or a  vice-president  and the secretary or an assistant  secretary
and shall  bear the  corporate  seal.  When such  certificates  are  signed by a
transfer  agent or an assistant  transfer agent or by a transfer clerk acting on
behalf of the Corporation  and a registrar,  the signatures of such officers may
be facsimiles.

2.       LOST OR DESTROYED CERTIFICATES

The board may direct a new  certificate or certificates to be issued in place of
any certificate or certificates  theretofore issued by the Corporation,  alleged
to have been lost, or destroyed, upon the making of an affidavit of that fact by
the person  claiming the certificate to be lost or destroyed.  When  authorizing
such  issue  of a new  certificates  or  certificates,  the  board  may,  in its
discretion  and as a condition  precedent to the issuance  thereof,  require the
owner of such lost or  destroyed  certificate  or  certificates,  or the owner's
legal  representative,  to advertise the same in such manner as it shall require
and/or give the  Corporation a bond 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 or
destroyed.

<PAGE>


3.       TRANSFERS OF SHARES

Upon surrender to the  Corporation or the transfer agent of the Corporation of a
certificate  for shares  duly  endorsed  or  accompanied  by proper  evidence of
succession,  assignment or authority  -to transfer,  it shall be the duty of the
Corporation  to issue a new  certificate  to the person  entitled  thereto,  and
cancel the old certificate; every such transfer shall be entered on the transfer
book of the Corporation which shall be kept at its principal office.  Whenever a
transfer shall be made for collateral security, and not absolutely,  it shall be
so expressed on the entry of the transfer.  No transfer shall be made within ten
days next preceding the annual meeting of shareholders.


                              ARTICLE VI DIVIDENDS

The Board of  Directors  may out of funds  legally  available  therefore  at any
regular or special meeting, declare dividends upon the shares of the Corporation
in cash,  property  or its own  shares  as and when it deems  expedient.  Before
declaring  any  dividend  there  may  be set  apart  out  of  any  funds  of the
Corporation available for dividends,  such sum or sums as the board from time to
time in their discretion deem proper for working capital or as a reserve fund to
meet contingencies or for equalizing dividends or for such other purposes as the
board shall deem conducive to the interests of the Corporation.


                          ARTICLE VII - CORPORATE SEAL

The seal of the  Corporation  shall be circular in form and bear the name of the
Corporation,  the  year of its  organization  and  the  words  "CORPORATE  SEAL,
FLORIDA.".  The seal may be used by causing it to be  impressed  directly on the
instrument or writing to be sealed, or upon adhesive  substance affixed thereto.
The seal on the certificates  for shares or on any corporate  obligation for the
payment of money may be facsimile, engraved or printed.


                     ARTICLE VIII - EXECUTION OF INSTRUMENTS

All  corporate  instruments  and  documents  shall  be  signed,  counter-signed,
executed,  verified, or acknowledged by such officer or officers or other person
or persons as the Board of Directors may from time to time designate.

All  checks,  drafts or other  orders for the  payment of money,  notes or other
evidences of indebtedness  issued in the name of the Corporation shall be signed
by such officer or  officers,  agent or agents of the  Corporation,  and in such
manner as shall be determined from time to time by resolution of the board.


                            ARTICLE IX - FISCAL YEAR

The fiscal year shall begin the first day of March in each year.


                     ARTICLE X - NOTICE AND WAIVER OF NOTICE

Whenever any notice is required by these Bylaws to be given,  personal notice is
not meant unless expressly so stated, and any notice so required shall be deemed
to be  sufficient  if given by  depositing  the same in a post  office  box in a
sealed post-paid wrapper,  addressed to -the person entitled thereto at his last
known post office address, and such notice shall be deemed to have been given on
the day of such mailing. Shareholders not entitled to vote shall not be entitled
to receive notice of any meetings except as otherwise provided by Statute.

Whenever any notice whatever is required to be given under the provisions of any
law, or under the provisions of the Articles of Incorporation of the Corporation
or these Bylaws,  a waiver thereof in writing,  signed by the person or persons,
entitled to said notice,  whether before or after the time stated therein, shall
be deemed equivalent thereto.


<PAGE>

                            ARTICLE XI - CONSTRUCTION

Whenever a conflict arises between the language of these Bylaws and the Articles
of Incorporation, the Articles of Incorporation shall govern.


               ARTICLE XII - SHAREHOLDER ACTION BY WRITTEN CONSENT

Any action by written consent of  shareholders  must be signed by the holders of
three quarters (3/4) of the outstanding stock entitled to vote if such action is
for the removal of any  director or the entire Board of  Directors.  Any written
consent  solicitation  must  strictly  comply with the  requirements  of Chapter
607.07.04  of the Florida  General  Corporation  Law.  All  shareholder  written
consent  solicitations  must  contain the  information  described in Article II,
Section 4 and Article III Section 12 of the Bylaws to be  effective.  Failure to
include  the  information  described  in Article II  Section 4 and  Article  III
Section 12 will result in such stockholder consent solicitation being considered
void.  It is the  intent of this Bylaw to provide  all  shareholders  sufficient
information to consider fully the proposals to be acted upon by the shareholders
so that the shareholders may effectively  exercise their voting rights by having
the same  information  made  available  to  shareholders  in a  written  consent
solicitation  that would  otherwise  be made  available in a notice of a meeting
pursuant to the provisions of these Bylaws.


                            ARTICLE XIII - AMENDMENTS

The Board of Directors may adopt, alter,  amend, or repeal Bylaws.  Shareholders
of the Corporation shall have the power to alter, repeal, amend or rescind these
Bylaws provided,  however,  that the affirmative vote of at least three-quarters
(3/4) of the  outstanding  shares of the  Corporation  entitled to vote thereon,
voting  together as a single class,  shall be required for  shareholders  of the
Corporation to adopt, amend, alter, repeal or rescind the Bylaws.