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                                                                     EXHIBIT 3.2

                       SECOND AMENDED AND RESTATED BYLAWS

                                       OF

                             COMPUCREDIT CORPORATION


                                    ARTICLE I

                                     OFFICES

         SECTION 1.1. REGISTERED OFFICE AND AGENT. The Corporation shall
maintain a registered office and shall have a registered agent whose office is
identical with such registered office.

         SECTION 1.2. OTHER OFFICES. The Corporation may have offices at such
place or places, within or without the State of Georgia, as the Board of
Directors may from time to time appoint or as the business of the Corporation
may require or make desirable.

                                   ARTICLE II

                                  SHAREHOLDERS

         SECTION 2.1. PLACE OF MEETINGS. Meetings of the shareholders may be
held on the call of the Board of Directors at any place within or without the
State of Georgia as set forth in the notice thereof or in the event of a meeting
held pursuant to a waiver of notice, as may be set forth in the waiver, or if no
place is so specified, at the principal office of the Corporation.

         SECTION 2.2. ANNUAL MEETING. The annual meeting of the shareholders for
the election of Directors and for the transaction of such other business as may
properly come before the meeting shall be held at such place, either within or
without the State of Georgia, on such date within 180 days following the close
of the Corporation's fiscal year as the Board of Directors may by resolution
provide. In the event that such annual meeting is not held within the period
designated pursuant to this Section 2.2, the Board of Directors shall cause a
meeting in lieu thereof to be held as soon as conveniently may be thereafter,
and any business transacted or elections held at such meeting shall be as valid
as if transacted or held at the annual meeting. Such subsequent meeting shall be
called in the same manner as provided for special shareholders' meetings.

         SECTION 2.3. SPECIAL MEETINGS. Special meetings of the shareholders may
be called at any time by at least one-third of the Directors serving at the time
or by the Chairman of the Board (if there shall be one). A special meeting of
the shareholders shall also be called if the holders of at least twenty-five
percent (25%) of the votes entitled to be cast on any issue to be considered at
the proposed special meeting sign, date and deliver to the Corporation's
Secretary one or more written demands for the meeting describing the purpose or
purposes for which it is to be held. A special meeting called pursuant to this
Section 2.3 shall be held at such place, either within or without the State of
Georgia, as is stated in the notice thereof.

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         SECTION 2.4. NOTICE OF MEETINGS. A written or printed notice stating
the date, time and place of the meeting, and in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered or
mailed by or at the direction of the Chairman of the Board or other person or
persons calling the meeting, to each holder of record of stock of the
Corporation at the time entitled to vote, at his or her address as it appears
upon the records of the Corporation, not less than ten (10) nor more that sixty
(60) days prior to such meeting. Notice of such meeting may be waived by any
shareholder as contemplated in Section 4.2 or by attendance at the meeting,
either in person or by proxy, for any purpose other than to state, at the
beginning of the meeting, an objection or objections to the transaction of
business. In the case of an annual or substitute annual meeting, the notice of
the meeting need not state the purpose or purposes of the meeting unless the
purpose or purposes constitute a matter which the Georgia Business Corporation
Code (the "Code") requires to be stated in the notice of the meeting. In the
case of a special meeting, the notice of meeting shall state the purpose or
purposes for which the meeting is called. Notice of any adjourned meeting of the
shareholders shall not be required if the date, time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is
taken, unless the Board of Directors sets a new record date for such meeting as
may be required pursuant to Section 2.7 hereof, in which case notice shall be
given in the manner provided in this Section 2.4.

         SECTION 2.5. QUORUM AND SHAREHOLDER VOTE. Unless otherwise provided by
the Articles of Incorporation, a quorum for action on any subject matter at any
annual or special meeting of shareholders shall exist when the holders of shares
entitled to vote a majority of the votes entitled to be cast on such subject
matter are represented in person or by proxy at such meeting. If a quorum is
present, the affirmative vote of such number of shares as is required by the
Code (as in effect at the time the vote is taken), for approval of the subject
matter being voted upon, shall be the act of the shareholders, unless a greater
vote is required by the Articles of Incorporation or these Bylaws. The
shareholders at a meeting at which a quorum is present may continue to transact
business until adjournment notwithstanding the withdrawal of enough shareholders
to leave less than a quorum, unless the meeting is adjourned under circumstances
where a new record date is or must be set pursuant to Section 2.7 hereof. If a
quorum is not present to organize a meeting, the meeting may be adjourned
pursuant to Section 2.7 hereof.

         SECTION 2.6. VOTING OF SHARES. Except as may otherwise be provided by
the Corporation's Articles of Incorporation ("Articles of Incorporation"), each
outstanding share having voting rights shall be entitled to one vote on each
matter submitted to a vote at a meeting of shareholders. If a quorum is present,
action on a matter (other than the election of Directors) is approved if the
votes cast favoring the action exceed the votes cast opposing the action unless
these Bylaws, the Articles of Incorporation or the Code requires a greater
number of affirmative votes. Unless otherwise provided in the Articles of
Incorporation, Directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present. Shareholders do not have a right to cumulate their votes for Directors
unless the Articles of Incorporation so provide.

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         SECTION 2.7. ADJOURNMENTS. Any meeting of the shareholders, whether or
not a quorum is present, may be adjourned by the holders of a majority of the
voting shares represented at the meeting to reconvene at a specific time and
place. It shall not be necessary to give any notice of the reconvened meeting or
of the business to be transacted, if the time and place of the reconvened
meeting are announced at the meeting which was adjourned except that if the
meeting is adjourned to a date more than 120 days after the date of the original
meeting, the Board of Directors must fix a new record date and provide notice of
the adjourned meeting to persons who are shareholders of the Corporation on the
new record date. At any such reconvened meeting at which a quorum is represented
or present, any business may be transacted which could have been transacted at
the meeting which was adjourned.

         SECTION 2.8. INSPECTORS OF ELECTION. One or more inspectors of election
shall be appointed by the Board of Directors before or at each meeting of the
shareholders of the Corporation at which an election of Directors shall take
place; if no such appointment shall have been made or if the inspectors
appointed by the Board of Directors shall refuse to act or fail to attend, then
the Secretary of the Corporation (or, if he not be present, the secretary of the
meeting) shall act as the inspector of election for the meeting. The inspectors
shall receive and take in charge all proxies and ballots and shall decide all
questions touching upon the acceptance and rejection of votes. In case of a tie
vote by the inspectors on any question, the presiding officer shall decide.

         SECTION 2.9. ACTION OF SHAREHOLDERS WITHOUT A MEETING. Subject to such
further conditions as may be required by law, any action which may be taken at a
meeting of the shareholders may be taken without a meeting if a written approval
and consent, setting forth the action authorized, shall be signed by each of the
shareholders entitled to vote on the date on which the last such shareholder
signs such approval and consent and upon the filing of such approval and consent
with the officer of the Corporation having custody of its books and records.
Such approval and consent so filed shall have the same effect as a unanimous
vote of the shareholders at a special meeting called for the purpose of
considering the action authorized.

         SECTION 2.10. LIST OF SHAREHOLDERS. A complete list of the shareholders
entitled to vote at an ensuing meeting of shareholders arranged in alphabetical
order with the address of, and the number and class and series, if any, of
voting shares held by each shall be prepared by the Secretary, or other officer
of the Corporation having charge of the stock ledger, and shall be produced and
kept open at the time and place of the meeting and during the whole time of said
meeting shall be open to the examination of any shareholder. If the requirements
of this Section 2.10 have not been substantially complied with, the meeting
shall, on the reasonable demand of any shareholder in person or by proxy be
adjourned until the requirements are complied with. If no such demand is made,
failure to comply with the requirements of this section shall not affect the
validity of any action taken at such meeting.

         SECTION 2.11. NOTICE OF BUSINESS. No business may be transacted at an
annual meeting of shareholders, other than business that is either (a) 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),
(b) otherwise properly brought before the annual meeting by or at the


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direction of the Board of Directors (or any duly authorized committee thereof),
or (c) otherwise properly brought before the annual meeting by any shareholder
of the Corporation (i) who is a shareholder of record on the date of the giving
of the notice provided for in this Section 2.11 and on the record date for the
determination of shareholders entitled to vote at such annual meeting and (ii)
who complies with the notice procedures set forth in this Section 2.11. The
nomination by a shareholder of any person for election as a Director, other than
the persons nominated by the Board of Directors or any duly authorized committee
thereof, shall be considered business other than business specified in clauses
(a) and (b) above and shall be permitted only upon compliance with the
requirements of this Section 2.11.

         In addition to any other applicable requirements for business to be
properly brought before an annual meeting by a shareholder, such shareholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.

         To be timely, a shareholder's notice to the Secretary must be delivered
to or mailed and received at the principal executive offices of the Corporation
not less than one hundred twenty (120) days nor more than one hundred fifty
(150) days prior to the anniversary date of the immediately preceding annual
meeting of shareholders; PROVIDED, HOWEVER, that in the event that the annual
meeting is called for a date that is not within sixty (60) days before or after
such anniversary date, notice by the shareholder in order to be timely must be
so received not later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure of the date of the annual meeting was made,
whichever first occurs.

         To be in proper written form, a shareholder's notice to the Secretary
must set forth as to each matter such shareholder 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 record address of such shareholder, (iii) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by such shareholder, (iv) a description of
all arrangements or understandings between such shareholder and any other person
or persons (including their names) in connection with the proposal of such
business by such shareholder and any material interest of such shareholder in
such business, (v) a representation that such shareholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting, and (vi) in the case of the nomination of a person as a Director, a
brief description of the background and credentials of such person including (A)
the name, age, business address and residence address of such person, (B) the
principal occupation or employment of such person, (C) the class and number of
shares of the Corporation which are beneficially owned by such person, and (D)
any other information relating to such person that is required to be disclosed
in solicitations of proxies for election of Directors pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including without
limitation such person's written consent to being named in the proxy statement
as a nominee and to serving as a Director if elected).

         No business shall be conducted at the annual meeting of shareholders
except business brought before the annual meeting in accordance with the
procedures set forth in this


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Section 2.11; PROVIDED, HOWEVER, that, once business has been properly brought
before the annual meeting in accordance with such procedures, nothing in this
Section 2.11 shall be deemed to preclude discussion by any shareholder of any
such business. If the chairman of an annual meeting determines that business was
not properly brought before the meeting in accordance with the foregoing
procedures, the chairman of such annual meeting shall declare to the meeting
that the business was not properly brought before the meeting and such business
shall not be transacted.

         SECTION 2.12. PROXIES. A shareholder entitled to vote pursuant to
Section 2.6 may vote in person or by proxy duly executed in writing by the
shareholder or by his attorney-in-fact. A proxy shall not be valid after eleven
(11) months from the date of its execution, unless a longer period is expressly
stated therein. Unless written notice to the contrary is delivered to the
Corporation by the shareholder, a proxy for any meeting shall be valid for any
reconvention of any adjourned meeting. If the validity of any proxy is
questioned, it must be submitted to the secretary of the shareholders' meeting
for examination or to a proxy officer or committee appointed by the person
presiding at the meeting. The secretary of the meeting or, if appointed, the
proxy officer or committee, shall determine the validity or invalidity of any
proxy submitted, and reference by the secretary of the meeting in the minutes of
the meeting to the regularity of a proxy shall be received as prima facie
evidence of the facts stated for the purpose of establishing the presence of a
quorum at such meeting and for all other purposes.

         SECTION 2.13. CONDUCT OF SHAREHOLDERS' MEETINGS. The Chairman of the
Board, or if there is not one, such other person as shall be designated by the
Board of Directors from time to time, shall preside as chairman at shareholders'
meetings and shall establish such reasonable procedures for the conduct of
shareholders' meetings as such officer deems to be necessary or appropriate,
subject to the authority of the Board of Directors to appoint a different
presiding officer and to establish additional or different procedures.

                                   ARTICLE III

                                    DIRECTORS

         SECTION 3.1. POWERS OF DIRECTORS. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed under the direction of, the Board of Directors,
subject to any restrictions imposed by law, by the Articles of Incorporation, by
these Bylaws or by agreements among the shareholders that are otherwise lawful.

         SECTION 3.2. NUMBER, ELECTION AND TERM OF DIRECTORS. The number of
Directors of the Corporation shall be not less than five (5), the precise number
to be fixed by resolution of the Board of Directors from time to time. Unless
otherwise permitted by the Code, Directors shall be natural persons who are 18
years of age or older. At each annual meeting the shareholders shall elect the
Directors as set forth in Section 2.6. Each Director, except in case of death,
resignation, retirement, disqualification or removal, shall serve until the next
succeeding annual meeting and until his successor shall have been elected and
qualified.


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         SECTION 3.3. MEETINGS OF THE BOARD; NOTICE OF MEETINGS; WAIVER OF
NOTICE. The first meeting of each newly elected Board of Directors shall be held
immediately following the annual meeting of shareholders, and no notice of such
meeting shall be necessary. The Board of Directors may hold regular meetings in
accordance with such schedule as may be established by the Board of Directors,
and no notice of such regular meetings need be given. Special meetings of the
Board of Directors may be called by the Chairman of the Board (if there shall be
one), by the President, or by at least one-third of the Directors serving at
that time, and written notice of the date, time and place of such meetings shall
be given to each Director by first class mail at least seven (7) days before the
meeting or by telephone, telegraph, cablegram, facsimile or in person at least
two (2) days before the meeting. Any Director may waive notice required to be
given of a meeting, either before or after the meeting, and shall be deemed to
have waived notice if she or he is present at or participates in such meeting
unless the Director at the beginning of the meeting (or promptly upon the
Director's arrival) objects to holding the meeting or transacting business at
the meeting and does not thereafter vote for or assent to action taken at the
meeting. Neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be stated in the notice or waiver of
notice of such meeting. Any meeting may be held at any place within or without
the State of Georgia.

         SECTION 3.4. QUORUM; VOTE REQUIREMENT. The presence of a majority of
the Directors then in office shall constitute a quorum for the transaction of
business at any meeting. When a quorum is present, the vote of a majority of the
Directors present shall be the act of the Board of Directors, unless a greater
vote is required by law, by the Articles of Incorporation or by these Bylaws.

         SECTION 3.5. ACTION OF DIRECTORS WITHOUT A MEETING. Any action required
by law to be taken at a meeting of the Board of Directors, or any action which
may be taken at a meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting if written consent, setting forth the
action so taken, shall be signed by all the Directors, or all the members of the
committee, as the case may be, and be filed with the minutes of the proceedings
of the Board or the committee. Such consent shall have the same force and effect
as a unanimous vote of the Board or the committee, as the case may be.

         SECTION 3.6. COMMITTEES. The Board of Directors may, in its discretion,
appoint committees, each consisting of one or more Directors, which shall have
and may exercise such delegated powers as shall be conferred on or authorized by
the resolutions appointing them, subject to such limitations as may be imposed
from time to time by the Code. A majority of any such committee may determine
its action, fix the date, time and place of its meetings and determine its rules
of procedure. Each committee shall keep minutes of its proceedings and actions
and shall report regularly to the Board of Directors. The Board of Directors
shall have power at any time to fill vacancies in, change the membership of, or
discharge any such committee.

         SECTION 3.7. REMOVAL. Any or all Directors may be removed from office
at any time with or without cause by affirmative vote of the holders of a
majority of the shares entitled to vote at

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an election of Directors. Removal action may be taken at any shareholders'
meeting with respect to which notice of such purpose has been given, and a
removed Director's successor may be elected at the same meeting to serve the
unexpired term.

         SECTION 3.8. COMPENSATION. Directors may receive such compensation for
their services as Directors as the Board of Directors or the shareholders may
from time to time have fixed by vote. A Director may also serve the Corporation
in a capacity other than that of Director and receive compensation, as
determined by the Board of Directors, for services rendered in that other
capacity.

         SECTION 3.9. VACANCIES. A vacancy occurring in the Board of Directors
by reason of the removal of a Director by the shareholders shall be filled by
the shareholders, or, if authorized by the shareholders, by the remaining
Directors. Any other vacancy occurring in the Board of Directors may be filled
by the affirmative vote of a majority of the remaining Directors though less
than a quorum of the Board of Directors, or by the sole remaining Director, as
the case may be, or, if the vacancy is not so filled, or if no Director remains,
by the shareholders. A Director elected to fill a vacancy shall serve for the
unexpired term of his or her predecessor in office.

         SECTION 3.10. 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 of the reconvened meeting or of the business to be
transacted, other than by announcement at the meeting which was adjourned. At
any such reconvened meeting at which a quorum is present, any business may be
transacted which could have been transacted at the meeting which was adjourned.

         SECTION 3.11. TELEPHONE CONFERENCE CALLS. Unless otherwise prohibited
by the Articles of Incorporation, members of the Board of Directors, or any
committee designated by such Board, may participate in a meeting of such Board
or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section 3.11 shall
constitute presence in person at such meeting.

                                   ARTICLE IV

                                NOTICE AND WAIVER

         SECTION 4.1. PROCEDURE. Whenever these Bylaws require notice to be
given to any shareholder or Director, the notice shall be given as prescribed in
Sections 2.4 or 3.3 for any shareholder or Director, respectively. Whenever
notice is given to a shareholder or Director by mail, the notice shall be sent
first-class mail by depositing the same in a post office or letter box in a
postage prepaid sealed envelope addressed to the shareholder or Director at his
address as it appears on the books of the Corporation, and such notice shall be
deemed to have been given at the time the same is deposited in the United States
mail.

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         SECTION 4.2. WAIVER. Notice of a meeting need not be given to any
shareholder or Director who signs a waiver of such notice, in person or by
proxy, either before or after the meeting. Unless otherwise required by law or
by these Bylaws, neither the business transacted nor the purpose of the meeting
need be specified in the waiver. Attendance of a shareholder or Director at a
meeting shall constitute a waiver of notice of such meeting and waiver of any
and all objections to the place of the meeting, the time of the meeting, or the
manner in which it has been called or convened, except when such shareholder or
Director attends such meeting solely for the purpose of stating, at the
beginning of the meeting, any such objection or objections to the transaction of
business.

                                    ARTICLE V

                                    OFFICERS

         SECTION 5.1. OFFICERS. The officers of the Corporation shall consist of
a Chairman of the Board, a President, a Secretary and a Chief Financial Officer
and such other officers or assistant officers as elected by the Board of
Directors. Any two or more offices may be held by the same person.

         SECTION 5.2. ELECTION AND TERM. All officers shall be elected by the
Board of Directors and shall serve at the will of the Board of Directors and
until their successors have been elected and have qualified or until their
earlier death, resignation, removal, retirement or disqualification.

         SECTION 5.3. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be
the chief executive officer of the Corporation. He shall be subject to the
control of the Board of Directors and shall have general control and supervision
over the policies of the Corporation. He shall preside at all meetings unless
the Board of Directors shall determine otherwise.

         SECTION 5.4. PRESIDENT. The President shall, under the direction of the
Chairman of the Board and the Board of Directors, supervise the management of
the day-to-day business of the Corporation. He shall have such further powers
and duties as from time to time may be conferred on him by the Board of
Directors or any duly authorized committee thereof.

         SECTION 5.5. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
have custody and be responsible for all funds, securities and all financial
books and records of the Corporation, and shall have such further powers and
duties as shall be incident thereto and as otherwise conferred on him by the
Board of Directors.

         SECTION 5.6. SECRETARY. The Secretary shall issue notice for and keep
the minutes of all meetings of the shareholders and the Directors and shall have
custody of the corporate seal and of all corporate books, stock books and other
like records of the Corporation. The Secretary shall also be responsible for
authenticating records of the Corporation and shall make such reports and shall
have such further powers and duties as shall be incident to his office.

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         SECTION 5.7. OTHER DUTIES AND AUTHORITIES. In addition to the foregoing
especially enumerated powers and duties, and the powers and duties as generally
pertain to their respective offices, each officer, employee and agent shall have
such other duties and authorities as may be conferred on them by the Board of
Directors or any duly authorized committee thereof.

         SECTION 5.8. DELEGATION. In the case of absence or inability to act of
any officer of the Corporation and of any person herein authorized to act in his
place, the Board of Directors may from time to time delegate the powers or
duties of such officer to any other officer or any other person whom it may
select. The Board of Directors also shall have the authority to delegate to the
Chairman of the Board, the President or any other officer of the Corporation,
from time to time, the power to designate and appoint any other or additional
officers of the Corporation and to vest in such other or additional officers
such powers and duties as shall be consistent with such delegation by the Board
of Directors.

         SECTION 5.9. REMOVAL. Any officer or agent elected by the Board of
Directors may be removed, with or without cause, at any time by the Board of
Directors at any meeting with respect to which notice of such purpose has been
given to the members thereof upon the majority vote of the Board of Directors. A
contract of employment for a definite term shall not prevent the removal of any
officer, but this provision shall not prevent the making of a contract of
employment with any officer and shall have no effect upon any cause of action
which any officer may have as a result of removal in breach of a contract of
employment.

         SECTION 5.10. BONDS. The Board of Directors may by resolution require
any or all of the officers, agents or employees of the Corporation to give bonds
to the Corporation, with sufficient surety or sureties, conditioned on the
faithful performance of the duties of their respective offices or positions, and
to comply with such other conditions as may from time to time be required by the
Board of Directors.

                                   ARTICLE VI

                                     SHARES


         SECTION 6.1. FORM AND EXECUTION OF CERTIFICATES. The shares of stock of
the Corporation shall be represented by certificates in such form as may be
approved from time to time by the Board of Directors, which certificates shall
be issued to the shareholders of the Corporation in numerical order from the
stock book of the Corporation, and each of which shall bear the name of the
Corporation and state that it is organized under the laws of the State of
Georgia, the name of the shareholder, and the number and class (and the
designation of the series, if any) of the shares represented. Each certificate
shall be signed either manually or by facsimile, by (i) the Chairman of the
Board, the President or a Vice President and (ii) by the Secretary or an
Assistant Secretary, and shall be sealed with the seal of the Corporation or a
facsimile thereof. If the person who signed a share certificate, either manually
or in facsimile, no longer holds office when the certificate is issued, then the
certificate is nevertheless valid.

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         SECTION 6.2. 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 as the person
exclusively entitled to vote such shares, to receive any dividend or other
distribution with respect to such shares, and for all other purposes; and the
Corporation shall not be bound to recognize any equitable or other claim to or
interest in such 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.

         SECTION 6.3. TRANSFERS OF SHARES. Shares of stock of the Corporation
shall be transferable only on the books of the Corporation, kept at the office
of the transfer agent designated to transfer the shares, and only upon surrender
for cancellation of the certificate or certificates representing the shares to
be transferred or, in the case of a certificate alleged to have been lost,
stolen, or destroyed, in accordance with the provisions of Section 6.5 of these
Bylaws, accompanied by an assignment in writing of such shares properly executed
by the shareholder of record or such shareholder's duly authorized
attorney-in-fact and with all taxes on the transfer having been paid. If the
Corporation has a transfer agent or agents or transfer clerk and registrar of
transfers acting on its behalf, the signature of any officer or representative
thereof may be in facsimile. The Corporation may refuse any requested transfer
until furnished evidence satisfactory to it that such transfer is proper. Upon
the surrender of a certificate for transfer of stock, such certificate shall at
once be conspicuously marked on its face "Cancelled" and filed with the
permanent stock records of the Corporation.

         SECTION 6.4. TRANSFER AGENT AND REGISTRAR. The Board of Directors may
appoint a transfer agent or agents and a registrar for the stock of the
Corporation, and may require by resolution that all stock certificates must bear
the signature of such transfer agent or agents and registrar or registrars.

         SECTION 6.5. LOST, STOLEN OR DESTROYED CERTIFICATES. Any person
claiming a share certificate to be lost, stolen or destroyed shall make an
affidavit or affirmation of the fact in such manner as the Board of Directors
may require and shall, if the Board of Directors so requires, give the
Corporation a bond of indemnity in form and amount, and with one or more
sureties satisfactory to the Board of Directors, as the Board of Directors may
require, whereupon an appropriate new certificate may be issued in lieu of the
one alleged to have been lost, stolen or destroyed.

         SECTION 6.6. FIXING OF RECORD DATE. For the purpose of determining
shareholders entitled to notice 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 proper purpose, the Board
of Directors may fix in advance a date as the record date, such date to be not
more than seventy (70) days prior to the date on which the particular action
requiring such determination of shareholders, is to be taken.

         SECTION 6.7. RECORD DATE IF NONE FIXED. If no record date is fixed, as
provided in Section 6.6 of these Bylaws, then the record date for any
determination of shareholders which may be proper or required by law, shall be
the date on which notice is mailed, in the case of a

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shareholders' meeting; the date on which the Board of Directors approves a
resolution declaring a dividend, in the case of a payment of a dividend; and the
date on which any other action, the consummation of which requires a
determination of shareholders, is to be taken.

                                   ARTICLE VII

                          INDEMNIFICATION OF DIRECTORS

         SECTION 7.1. MANDATORY INDEMNIFICATION. The Corporation shall indemnify
to the fullest extent permitted by the Code any individual made a party to a
proceeding or 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 by or in the right of the Corporation)
because he or she is or was a Director, or is or was serving at the request of
the Corporation as a director of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including reasonable
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding, in each case to the maximum extent permitted by, and in the manner
provide by the Code, if he or she acted in good faith and reasonably believed
(a) in the case of conduct in his or her official capacity, that the conduct was
in the best interests of the Corporation; (b) in all other cases, that the
conduct was at least not opposed to the best interests of the Corporation; or
(c) in the case of any criminal proceeding, that he or she had no reasonable
cause to believe his conduct was unlawful.

         SECTION 7.2. PERMISSIVE INDEMNIFICATION. The Corporation shall be
authorized to indemnify to the fullest extent permitted by the Code, and to the
extent that applicable law from time to time in effect shall permit
indemnification that is broader than provided in these Bylaws, then to the
maximum extent authorized by law, any individual made a party to a proceeding or
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 by or in the right of the Corporation) because he or she
is or was an officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as an officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including reasonable attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him or her in connection
with such action, suit or proceeding, in each case to the maximum extent
permitted by, and in the manner provide by the Code, if he or she acted in a
manner he or she believed in good faith to be in or not opposed to the best
interests of the Corporation and, in the case of any criminal proceeding, he or
she had no reasonable cause to believe his or her conduct was unlawful.

         SECTION 7.3. ADVANCES FOR EXPENSES OF DIRECTORS. The Corporation shall
pay for or reimburse the reasonable expenses incurred by a Director, or a person
who was serving at the request of the Corporation as a director of another
corporation, partnership, joint venture, trust or other enterprise, who is a
party to a proceeding, and shall have the authority to pay for or reimburse the
reasonable expenses of an officer, employee or agent of the Corporation who is a
party to a proceeding, in each case in advance of disposition of a proceeding
if:

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         (a)      Such person furnishes the Corporation a written affirmation of
                  his or her good faith belief that he or she has met the
                  standard of conduct set forth in Code Section 14-2-851 or that
                  the proceeding involves conduct for which liability has been
                  eliminated under a provision of the Articles of Incorporation
                  of the Corporation as authorized by paragraph (4) of
                  subsection (b) of Code Section 14-2-202; and

         (b)      Such person furnishes the Corporation a written undertaking,
                  executed personally on his or her behalf to repay any advances
                  if it is ultimately determined that he or she is not entitled
                  to indemnification under this Section 7.3.

         The written undertaking required by paragraph (b) above must be an
unlimited general obligation of the Director or officer, employee or agent but
need not be secured and may be accepted without reference to financial ability
to make repayment.

         SECTION 7.4. INDEMNIFICATION NOT EXCLUSIVE. The right to
indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition conferred in this Article VII shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Articles of Incorporation, provision of
these Bylaws, agreement, vote of shareholders or disinterested Directors or
otherwise.

         SECTION 7.5. AMENDMENT OR REPEAL. Any repeal or modification of the
foregoing provisions of this Article VII shall not adversely affect any right or
protection hereunder or any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

                                  ARTICLE VIII

                                  MISCELLANEOUS

         SECTION 8.1. DEPOSITORIES. All funds of the Corporation shall be
deposited in the name of the Corporation in such depository or depositories as
the Board may designate and shall be drawn out on the checks, drafts or other
orders signed by such officer, officers, agent or agents as the Board may from
time to time authorize.

         SECTION 8.2. SEAL. The seal of the Corporation shall be as follows or
as otherwise may be approved by the Board of Directors from time to time:


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         The seal may be manually affixed to any document or may be lithographed
or otherwise printed on any document with the same force and effect as if it had
been affixed manually. The signature of the Secretary or an Assistant Secretary
shall attest the seal and may be a facsimile if and to the extent permitted by
law.

         SECTION 8.3. INSPECTION OF BOOKS AND RECORDS. The Board of Directors
shall have power to determine which accounts, books and records of the
Corporation shall be open to the inspection of shareholders, except such as may
by law be specifically open to inspection, and shall have power to fix
reasonable rules and regulations not in conflict with the applicable law for the
inspection of accounts, books and records which by law or by determination of
the Board of Directors shall be open to inspection.

         SECTION 8.4. FISCAL YEAR. The Board of Directors is authorized to fix
the fiscal year of the Corporation and to change the same from time to time as
it deems appropriate, but unless otherwise so determined shall begin on the
first day of January in each year and shall end on the last day of December in
the same year.

         SECTION 8.5. EXECUTION OF DOCUMENTS. No attestation by the Secretary or
an Assistant Secretary shall be necessary to make any contract, conveyance or
other document valid and legally binding which has been executed by and on
behalf of the Corporation by an officer or officers thereunto duly authorized in
the manner provided for in these Bylaws.

                                   ARTICLE IX

                               AMENDMENT OF BYLAWS

         SECTION 9.1. AMENDMENT. The Board of Directors may amend or repeal
these Bylaws or adopt new bylaws by the affirmative vote of a majority of all
Directors then holding office, (a) except to the extent the Articles of
Incorporation or the Code reserves such power exclusively to the shareholders,
or (b) unless the shareholders in adopting, amending or repealing a particular
bylaw provide expressly that the Board of Directors may not amend or repeal that
bylaw. The shareholders may amend or repeal these Bylaws or adopt new Bylaws
even though these Bylaws may also be amended or repealed by the Board of
Directors.


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