Exhibit 3

                           AMENDED AND RESTATED BYLAWS
                                       OF
                                  EMBREX, INC.


                                    ARTICLE I

                                   DEFINITIONS

         In these bylaws, unless otherwise provided, the following terms shall
have the following meanings:

                  (1) "Act" shall mean the North Carolina Business Corporation
Act as codified in Chapter 55 of the North Carolina General Statutes effective
July 1, 1990, and as amended from time to time;

                  (2) "Articles of Incorporation" shall mean the Corporation's
articles of incorporation, including amended and restated articles of
incorporation and articles of merger;

                  (3) "Corporation" shall mean Embrex, Inc.;

                  (4) "Distribution" shall mean a direct or indirect transfer of
money or other property (except the Corporation's own shares) or incurrence of
indebtedness by the Corporation to or for the benefit of its shareholders in
respect of any of its shares. A distribution may be in the form of a declaration
or payment of a dividend, a purchase, redemption, or other acquisition of
shares, a distribution of indebtedness, or otherwise;

                  (5) "Emergency" shall mean a catastrophic event which prevents
a quorum of the board of directors from being readily assembled;

                  (6) "Shares" shall mean the units into which the proprietary
interests in the Corporation are divided; and

                  (7) "Voting group" shall mean all shares of one or more
classes or series that under the articles of incorporation or the Act are
entitled to vote and be counted together collectively on a matter at a meeting
of shareholders. All shares entitled by the articles of incorporation or the Act
to vote generally on a matter are for that purpose a single voting group.


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                                   ARTICLE II

                                     OFFICES

         SECTION 1. PRINCIPAL OFFICE: The principal office of the Corporation
shall be located at 1040 Swabia Court, Durham, Durham County, North Carolina
27703, or at such other place as may be determined from time to time by the
directors.

         SECTION 2. REGISTERED OFFICE: The registered office of the Corporation
shall be located at 1040 Swabia Court, Durham, Durham County, North Carolina
27703.

         SECTION 3. OTHER OFFICES: The Corporation may have offices at such
other places, either within or without the State of North Carolina, as the board
of directors may from time to time determine, or as the affairs of the
Corporation may require.


                                   ARTICLE III

                            MEETINGS OF SHAREHOLDERS

         SECTION 1. PLACE OF MEETINGS: All meetings of shareholders shall be
held at the principal office of the Corporation, or at such other place, either
within or without the State of North Carolina, as shall be designated in the
notice of the meeting or as may be agreed upon by a majority of the shareholders
entitled to vote at the meeting.

         SECTION 2. ANNUAL MEETING: The annual meeting of shareholders for the
election of directors and the transaction of other business shall be held
annually in any month on any day (except Saturday, Sunday or a legal holiday) as
fixed by the board of directors.

         SECTION 3. SUBSTITUTE ANNUAL MEETING: If the annual meeting shall not
be held on the day designated by these bylaws, a substitute annual meeting may
be called by the board of directors, the chairman of the board, the chief
executive officer or the president. A meeting so called shall be designated and
treated for all purposes as the annual meeting.

         SECTION 4. SPECIAL MEETINGS: Special meetings of the shareholders may
be called at any time by any two directors. Only business within the purpose or
purposes described in the meeting notice specified in Section 6 of this Article
may be conducted at a special meeting of shareholders.

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         SECTION 5. CONDUCT OF BUSINESS: The chairman of the meeting of
shareholders shall determine the order of business and the procedure at the
meeting, including such regulation of the manner of voting and the conduct of
discussion as seem to him in order.

         SECTION 6. NOTICE OF MEETING: Written or printed notice stating the
time and place of the meeting shall be delivered not less than ten (10) nor more
than sixty (60) days before the date of any shareholders' meeting, either
personally, by mail, by telegraph, by teletype, or by facsimile transmission, by
or at the direction of the chairman of the board, the chief executive officer,
the president, the secretary, or other person calling the meeting to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the record of the
shareholders of the Corporation, with postage thereon prepaid.

         In the case of a special meeting, the notice of meeting shall
specifically state the purpose or purposes for which the meeting is called. In
the case of an annual or substitute annual meeting, the notice of meeting need
not specifically state the business to be transacted unless such a statement is
required by the Act.

         When an annual or special meeting is adjourned to a different date,
time, and place, it is not necessary to give any notice of the adjourned meeting
other than by announcement at the meeting at which the adjournment is taken;
provided, however, that if a new record date for the adjourned meeting is or
must be set, notice of the adjourned meeting must be given to persons who are
shareholders as of the new record date.

         The record date for determining the shareholders entitled to notice of
and to vote at an annual or special meeting shall be fixed as provided in
Section 3 of Article VIII.

         SECTION 7. WAIVER OF NOTICE: A shareholder may waive notice of any
meeting either before or after such meeting. Such waiver shall be in writing,
signed by the shareholder, and filed with the minutes or corporate records. A
shareholder's attendance at a meeting: (i) waives objection to lack of notice or
defective notice of the meeting, unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting;
and (ii) waives objection to consideration of a particular matter at the meeting
that is not within the purpose or purposes described in the meeting notice,
unless the shareholder objects to considering the matter before it is voted
upon.

         SECTION 8. SHAREHOLDER LIST: Commencing two (2) business days after
notice of a meeting of shareholders is given and continuing through such
meeting, the secretary of the Corporation shall maintain at the principal office
of the Corporation an alphabetical list of the shareholders entitled to vote at
such meeting, arranged by voting group, with the address of and number of shares
held by each. This list shall be subject

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to inspection by any shareholder or his agent or attorney at any time during
usual business hours and may be copied at the shareholder's expense.

         SECTION 9. QUORUM: A majority of the votes entitled to be cast on a
matter by any voting group, represented in person or by proxy, shall constitute
a quorum of that voting group for action on that matter. The shareholders
present at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.

         In the absence of a quorum at the opening of any meeting of
shareholders, such meeting may be adjourned from time to time by a majority of
the votes voting on the motion to adjourn; and at any adjourned meeting at which
a quorum is present, any business may be transacted which might have been
transacted at the original meeting.

         SECTION 10. PROXIES: Shares may be voted either in person or by one or
more agents authorized by a written proxy executed by the shareholder or by his
duly authorized attorney in fact. A proxy may take the form of a telegram,
telex, facsimile or other form of wire or wireless communication which appears
to have been transmitted by a shareholder. A proxy is effective when received by
the secretary or other officer or agent authorized to tabulate votes. A proxy is
not valid after the expiration of eleven (11) months from the date of its
execution, unless the person executing it specifies therein the length of time
for which it is to continue in force or limits its use to a particular meeting.

         SECTION 11. VOTING OF SHARES: Unless otherwise provided in these
bylaws, the articles of incorporation, or the Act, each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote at a meeting of shareholders.

         Except for the election of directors, which is governed by the
provisions of Section 4 of Article IV, if a quorum is present, action on a
matter by a voting group is approved if the votes cast within the voting group
favoring the action exceed the votes cast against the action, unless the vote of
a greater number is required by the Act, the articles of incorporation, or these
bylaws.

         Shares of the Corporation are not entitled to vote if: (i) they are
owned, directly or indirectly, by the Corporation, unless they are held by it in
a fiduciary capacity; (ii) they are owned, directly or indirectly, by a second
corporation in which the Corporation owns a majority of the shares entitled to
vote for directors of the second corporation; or (iii) they are redeemable
shares and (x) notice of redemption has been given and (y) a sum sufficient to
redeem the shares has been deposited with a bank, trust company, or other
financial institution under an irrevocable obligation to pay the holders the
redemption price upon surrender of the shares.

         Either the board of directors or the chairman of the meeting may
appoint one or more voting inspectors, each of whom shall take an oath to
execute his duties

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impartially and to the best of his ability. The voting inspector may be an
officer, employee or agent of the Corporation. The voting inspectors shall, by
majority vote, resolve all questions regarding voting of shares, including the
number of shares outstanding, the voting power of each, the shares represented
at the meeting, the qualification of voters, the validity of proxies, the
existence of a quorum as to any voting group, and the acceptance, rejection and
tabulation of votes.

         SECTION 12. INFORMAL ACTION BY SHAREHOLDERS: Any action which may be
taken at a meeting of the shareholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by all of the
persons who would be entitled to vote upon such action at a meeting and is
delivered to the Corporation to be included in the minutes or to be kept as part
of the corporate records.

         SECTION 13. ADVANCE NOTICE PROVISIONS FOR BUSINESS TO BE TRANSACTED AT
ANNUAL MEETING: 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 direction of the Board of
Director (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 13 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 13.

         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 (by registered mail, return receipt requested) and received at the
principal executive offices of the Corporation not less than fifty (50) days nor
more than eighty (80) days prior to the first anniversary of the date on which
the Corporation filed its definitive proxy statement with the Securities and
Exchange Commission in connection with the preceding year's annual meeting;
provided, however, if either (a) the date of the annual meeting has been changed
by more than thirty (30) days from the date of the preceding year's meeting or
(b) no annual meeting was held in the preceding year or no proxy statement was
delivered to shareholders in connection with the preceding year's annual
meeting, the notice by a shareholder to be timely must be delivered to or mailed
(by registered mail, return receipt requested) and received at the principal
executive offices of the Corporation not less than eighty (80) days nor more
than one hundred ten (110) days prior to the date of the annual meeting.

         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

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the reasons for conducting such business at the annual meeting and, if such
business includes a proposal to amend the bylaws of the Corporation, the
language of the proposed amendment, (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 understanding between such shareholder
and any other person or persons (including their names) in connection with the
proposal of such business by such shareholder, (v) any material interest of such
shareholder in such business, and (vi) a representation that such shareholder
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 the annual meeting of shareholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 13; provided, however, that once business
has been properly brought before the annual meeting in accordance with such
procedures, nothing in this Section 13 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 annual meeting in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.

         In addition to the foregoing, a shareholder shall also comply with all
applicable requirements of the Securities Exchange Act of 1934, as amended (or
any successor statute, the "Exchange Act"), and the rules and regulations
promulgated thereunder with respect to the matters set forth in this Section.

         SECTION 14. CORPORATION'S ACCEPTANCE OF VOTES: If the name signed on a
vote, consent, waiver, or proxy appointment corresponds to the name of a
shareholder, the Corporation is entitled to accept the vote, consent, waiver, or
proxy appointment and to give it effect as the act of the shareholder.

         If the name signed on a vote, consent, waiver, or proxy appointment
does not correspond to the name of its shareholder, the Corporation is
nevertheless entitled to accept the vote, consent, waiver, or proxy appointment
and to give it effect as the act of the shareholder if: (i) the shareholder is
an entity and the name signed purports to be that of an officer or agent of the
entity; (ii) the name signed purports to be that of an administrator, executor,
guardian, or conservator representing the shareholder and, if the Corporation
requests, evidence of fiduciary status acceptable to the Corporation has been
presented with respect to the vote, consent, waiver, or proxy appointment; (iii)
the name signed purports to be that of a receiver or trustee in bankruptcy of
the shareholder and, if the Corporation requests, evidence of its status
acceptable to the Corporation has been presented with respect to the vote,
consent, waiver, or proxy appointment; (iv) the name signed purports to be that
of a beneficial owner or attorney-in-fact of the shareholder and, if the
Corporation requests, evidence acceptable to the Corporation of the signatory's
authority to sign for the shareholder has been presented with respect to the
vote, consent, waiver, or proxy appointment; or (v) two or more persons are the

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shareholder as co-tenants or fiduciaries and the name signed purports to be the
name of at least one of the co-owners and the person signing appears to be
acting on behalf of all the co-owners.

         The Corporation is entitled to reject a vote, consent, waiver, or proxy
appointment if the secretary or other officer or agent authorized to tabulate
votes has a reasonable basis for doubt about the validity of the signature on it
or about the signatory's authority to sign for the shareholder.

         SECTION 15. NUMBER OF SHAREHOLDERS: The following persons or entities
identified as a shareholder in the Corporation's current record of shareholders
constitute one shareholder for purposes of these bylaws: (i) all co-owners of
the same shares; (ii) a corporation, partnership, trust, estate, or other
entity; (iii) the trustees, guardians, custodians, or other fiduciaries of a
single trust, estate, or account. Shareholdings registered in substantially
similar names constitute one shareholder if it is reasonable to believe that the
names represent the same person.


                                   ARTICLE IV

                               BOARD OF DIRECTORS

         SECTION 1. GENERAL POWERS: All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the Corporation shall
be managed under the direction of, its board of directors.

         SECTION 2. NUMBER, TERM AND QUALIFICATIONS: The number constituting the
board of directors shall be not less than one (1) nor more than twelve (12). The
number of directors within this variable range may be fixed or changed from time
to time by the shareholders or the board of directors. Each director shall hold
office until his death, resignation, retirement, removal, disqualification, or
until his successor is elected and qualified. Directors need not be residents of
the State of North Carolina or shareholders of the Corporation.

         SECTION 3. NOMINATION OF DIRECTORS: 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 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 3 and on the record date for the determination of shareholders
entitled to vote at such meeting and (ii) who complies with the notice
procedures set forth in this Section 3.

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         In addition to any other applicable requirements, for a nomination to
be made 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 (by registered mail, return receipt requested) and received at the
principal executive offices of the Corporation (a) in the case of an annual
meeting, not less than fifty (50) days nor more than eighty (80) days prior to
the first anniversary of the date on which the Corporation filed its definitive
proxy statement with the Securities and Exchange Commission in connection with
the preceding year's annual meeting; provided, however, if either (i) the date
of the annual meeting has been changed by more than thirty (30) days from the
date of the preceding year's meeting or (ii) no annual meeting was held in the
preceding year or no proxy statement was delivered to shareholders in connection
with the preceding year's annual meeting, the notice by a shareholder to be
timely must be delivered to or mailed (by registered mail, return receipt
requested) and received at the principal executive offices of the Corporation
not less than eighty (80) days nor more than one hundred ten (110) days prior to
the date of the annual meeting; and (b) in the case of a special meeting of
shareholders called for the purpose of electing directors, not later than ninety
(90) days prior to the date of the special meeting or the close of business on
the tenth (10th) day following the day on which notice of the date of the
special meeting was mailed or public disclosure of the date of the special
meeting was made, whichever first occurs.

         To be in proper written form, a shareholder's notice to the Secretary
must set forth (a) as to each person whom the shareholder 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, (ii) 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
Exchange Act (or any successor statute) and the rules and regulations
promulgated thereunder; and (b) as to the shareholder giving the notice (i) the
name and record address of such shareholder, (ii) the class or series and number
of shares of capital stock of the Corporation which are owned beneficially or of
record by such shareholder, (iii) a description of all arrangements or
understandings between such shareholder 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 shareholder, (iv) a representation that such shareholder
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 shareholder
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 Exchange Act (or any successor statute)
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.

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         No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 3. If the Chairman of the shareholder 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.

         In addition to the foregoing, a shareholder shall also comply with all
applicable requirements of the Exchange Act and the rules and regulations
promulgated thereunder with respect to the matters set forth in this Section.

         SECTION 4. ELECTION OF DIRECTORS: Except as provided in Section 6 of
this Article, the directors shall be elected at the annual meeting of
shareholders by plurality vote; and accordingly those persons who receive the
highest number of votes shall be deemed to have been elected. If any shareholder
so demands, the election of directors shall be by ballot.

         SECTION 5. REMOVAL: Any director, or the entire board of directors, may
be removed from office at any time, with or without cause, but only if the
number of votes cast to remove him exceeds the number of votes cast not to
remove him. If a director is elected by a voting group of shareholders, only
members of that voting group may participate in the vote to remove him. A
director may not be removed by the shareholders at a meeting unless the notice
of the meeting specifies such removal as one of its purposes. If any directors
are removed, new directors may be elected at the same meeting.

         SECTION 6. VACANCIES: Any vacancy occurring in the board of directors,
including, without limitation, a vacancy resulting from an increase in the
number of directors or from the failure by the shareholders to elect the full
authorized number of directors, shall be filled by the shareholders or the board
of directors. If such vacancy is to be filled by the board of directors, and if
the directors remaining in office constitute fewer than a quorum of the board,
such vacancy may be filled by the affirmative vote of a majority of the
remaining directors or by the sole remaining director. If the vacant office was
held by a director elected by a voting group of shareholders, only the remaining
director or directors elected by that voting group or the holders of shares of
that voting group are entitled to fill the vacancy. The term of a director
elected to fill a vacancy shall expire at the next shareholders' meeting at
which directors are elected.

         SECTION 7. CHAIRMAN OF THE BOARD: The board of directors from time to
time may appoint from their number a chairman of the board. The chairman of the
board, if one is appointed, shall preside at all meetings of the board of
directors and the shareholders and shall perform such other duties as may be
prescribed from time to time by the board of directors.

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         SECTION 8. COMPENSATION: The board of directors may compensate
directors for their services as such and may provide for the payment of all
expenses incurred by directors in attending regular and special meetings of the
board.

         SECTION 9. COMMITTEES: The board of directors may create one or more
committees of the board, each of which shall have at least two (2) members, all
of whom shall be directors. The creation of a committee and the appointment of
members to it must be approved by a majority of all the directors in office when
the action is taken. Each committee may, as specified by the board of directors,
exercise some or all of the authority of the board except that a committee may
not: (i) authorize distributions; (ii) approve or propose to shareholders action
that the Act requires be approved by shareholders; (iii) fill vacancies on the
board of directors or on any of its committees; (iv) amend the articles of
incorporation pursuant to N.C. Gen. Stat. Section 55-10-02 or its successor; (v)
adopt, amend, or repeal bylaws; (vi) approve a plan of merger not requiring
shareholder approval; (vii) authorize or approve a reacquisition of shares,
except according to a formula or method prescribed by the board of directors; or
(viii) authorize or approve the issuance or sale or contract for sale of shares,
or determine the designation and relative rights, preferences, and limitations
of a class or series of shares, except that the board of directors may authorize
a committee to do so within limits specifically prescribed by the board of
directors to the full extent permitted by applicable law. The provisions of
Article V, which govern meetings of the board of directors, shall likewise apply
to meetings of any committee of the board.

         SECTION 10. EXECUTIVE COMMITTEE: In accordance with Section 9 of this
Article, the board of directors may designate an executive committee. Subject to
the provisions of Section 9 of this Article, any executive committee so
designated may exercise all of the power of the board of directors during
intervals between meetings thereof, including but not limited to the power to
authorize the execution of contracts, deeds, leases, and other agreements
respecting real or personal property. The board of directors shall approve,
disapprove, or modify action taken by any such executive committee and shall
record such action in the minutes of the board meeting.


                                    ARTICLE V

                              MEETINGS OF DIRECTORS

         SECTION 1. REGULAR MEETINGS: Regular meetings of the board of directors
shall be held at such place or places, on such date or dates, and at such time
or times as shall have been established by the board of directors and publicized
among all directors.

         SECTION 2. SPECIAL MEETINGS: Special meetings of the board of directors
may be called by one-third of the directors then in office or by the chief
executive officer and shall be held at such place, either within or without the
State of North Carolina, on such date, and at such time as they or he shall fix.

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         SECTION 3. NOTICE OF MEETINGS: Regular meetings of the board of
directors may be held without notice. The person or persons calling a special
meeting of the board of directors shall, at least three (3) days before the
meeting, give notice of the meeting by any usual means of communication,
including by telephone, telegraph, teletype, mail, private carrier, facsimile
transmission, or other form of wire or wireless communication. Such notice may
be oral and need not specify the purpose for which the meeting is called.

         SECTION 4. WAIVER OF NOTICE: Any director may waive notice of any
meeting either before or after such meeting. Such waiver shall be in writing,
signed by the director, and filed with the minutes or corporate records;
provided, however, that a director's attendance at or participation in a meeting
waives any required notice to him unless the director at the beginning of the
meeting (or promptly upon his 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.

         SECTION 5. QUORUM: A majority of the directors fixed by or pursuant to
these bylaws shall constitute a quorum for the transaction of business at any
meeting of the board of directors.

         SECTION 6. MANNER OF ACTING: The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless a greater number is required by the articles of
incorporation or these bylaws.

         SECTION 7. PRESUMPTION OF ASSENT: A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is deemed to have assented to the
action taken unless: (i) he objects at the beginning of the meeting (or promptly
upon his arrival) to holding it or transacting business at the meeting; (ii) his
dissent or abstention from the action taken is entered in the minutes of the
meeting; or (iii) he files written notice of his dissent or abstention with the
presiding officer of the meeting before its adjournment or with the Corporation
immediately after adjournment of the meeting. This right of dissent or
abstention is not available to a director who votes in favor of the action
taken.

         SECTION 8. PARTICIPATION IN MEETINGS: Any or all of the directors may
participate in a regular or special meeting by, or conduct the meeting through
the use of, any means of communication by which all directors participating may
simultaneously hear each other during the meeting.

         SECTION 9. ACTION WITHOUT MEETING: Action which may be taken at a board
of directors meeting may be taken without a meeting if the action is taken by
all members of the board and is evidenced by one or more written consents signed
by each director before or after such action, which describes the action taken
and is included in the minutes or filed with the corporate records. Such action
is effective

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when the last director signs the consent, unless the consent specifies a
different effective date.


                                   ARTICLE VI

                                    OFFICERS

         SECTION 1. OFFICERS OF THE CORPORATION: The officers of the Corporation
shall consist of a chief executive officer, president, secretary, treasurer, and
such vice presidents, assistant secretaries, assistant treasurers, and other
officers as the board of directors may from time to time appoint. Any two or
more offices may be held by the same person, but no officer may act in more than
one capacity where action of two or more officers is required.

         SECTION 2. APPOINTMENT AND TERM: The officers of the Corporation shall
be appointed by the board of directors. A duly appointed officer may appoint one
or more officers or assistant officers if authorized by the board of directors.
Each officer shall hold office until his death, resignation, retirement,
removal, disqualification or until his successor is appointed and qualifies. The
appointment of an officer does not itself create contract rights for either the
officer or the Corporation.

         SECTION 3. COMPENSATION OF OFFICERS: The compensation of officers of
the Corporation shall be fixed by the board of directors. No officer shall
receive compensation for serving the Corporation in any other capacity unless
such additional compensation be authorized by the board of directors.

         SECTION 4. RESIGNATION AND REMOVAL: An officer may resign at any time
by communicating his resignation to the Corporation. A resignation is effective
when it is communicated unless it specifies in writing a later date. If a
resignation is made effective as of a later date and the Corporation accepts the
future effective date, the board of directors may fill the pending vacancy
before the effective date if the board provides that the successor does not take
office until the effective date. An officer's resignation does not affect the
Corporation's contract rights, if any, with the officer. Any officer or agent
appointed by the board of directors may be removed by the board at any time,
with or without cause, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.

         SECTION 5. BONDS: The board of directors may by resolution require any
officer, agent, or employee of the Corporation to give bond to the Corporation,
with sufficient sureties, conditioned on the faithful performance of the duties
of his respective office or position, and to comply with such other conditions
as may from time to time be required by the board of directors.

         SECTION 6. CHIEF EXECUTIVE OFFICER: The chief executive officer shall
have general authority and supervision over the officers and employees of the

                                       12
<PAGE>

Corporation, and shall perform such other duties as may be prescribed from time
to time by the board of directors. All officers shall report to him except to
the extent specifically required by the board of directors. He shall consult
with the president as to matters within the scope of the authority of the
president. He shall have the authority to sign certificates for shares, as well
as any deeds, mortgages, contracts, or other instruments which the board of
directors has authorized to be executed, except in cases where the signing and
execution of such contracts or instruments shall be expressly delegated by the
board of directors or by these bylaws to some other officer or agent of the
Corporation, or shall be required by the Act to be otherwise signed or executed.

         SECTION 7. PRESIDENT: The president shall be the chief operating
officer of the Corporation and shall have general charge of the operation of the
business of the Corporation. The president shall perform such duties and have
such powers as the board of directors from time to time may assign. He shall
have the authority to sign certificates for shares, as well as any deeds,
mortgages, contracts, or other instruments which the board of directors has
authorized to be executed, except in cases where the signing and execution of
such contracts or instruments shall be expressly delegated by the board of
directors or by these bylaws to some other officer or agent of the Corporation,
or shall be required by the Act to be otherwise signed or executed.

         SECTION 8. VICE PRESIDENTS: In the absence of the president, the vice
presidents in the order of their length of service as vice presidents, unless
otherwise determined by the board of directors, shall perform the duties of the
president, and when so acting shall have all the powers of and be subject to all
the restrictions upon that office. Any vice president may sign certificates for
shares, as well as any deeds, mortgages, contracts, or other instruments which
the board of directors has authorized to be executed, except in cases where the
signing and execution of such documents or instruments shall be expressly
delegated by the board of directors or these bylaws to some other officer or
agent of the Corporation or shall be required by the Act to be otherwise signed
or executed. A vice president shall perform such other duties as from time to
time may be assigned to him by the chief executive officer, the president, or
the board of directors.

         SECTION 9. SECRETARY: The secretary shall: (i) keep the minutes of the
meetings of shareholders, of the board of directors, and of all committees of
the board in one or more books provided for that purpose; (ii) see that all
notices are duly given in accordance with the provisions of these bylaws or as
required by law; (iii) be custodian of the seal of the Corporation and see that
the seal of the Corporation is affixed to all documents the execution of which
on behalf of the Corporation under its seal is duly authorized; (iv) keep a
register of the mailing address of each shareholder which shall be furnished to
the secretary by such shareholder; (v) sign, with the chief executive officer,
the president, or a vice president, certificates for shares, the issuance of
which shall have been authorized by resolution of the board of directors; (vi)
have general charge of the stock transfer books of the Corporation; (vii) keep
or cause to be kept in the State of North Carolina at the Corporation's
principal office a record of the Corporation's shareholders, giving the names
and addresses of all shareholders and

                                       13
<PAGE>

the number and class of shares held by each, and prepare or cause to be prepared
a shareholder list prior to each meeting of shareholders as required by the Act;
(viii) maintain and authenticate the books and records of the Corporation; (ix)
with the assistance of the treasurer and other officers, prepare and deliver to
the Corporation's shareholders such financial statements, notices, and reports
as may be required by N.C. Gen. Stat. Sections 55-16-20 and 55-16-21 (or their
successors); (x) prepare and file with the North Carolina Secretary of Revenue
the annual report required by N.C. Gen. Stat. Section 55-16-22 (or its
successor); and (xi) in general perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to him by
the chief executive officer, the president or the board of directors.

         SECTION 10. ASSISTANT SECRETARIES: In the absence of the secretary, the
assistant secretaries in the order of their length of service as assistant
secretary, unless otherwise determined by the board of directors, shall perform
the duties of the secretary, and when so acting shall have all the powers of and
be subject to all the restrictions upon the secretary. They shall perform such
other duties as may be assigned to them by the secretary, the chief executive
officer, the president, or the board of directors. Any assistant secretary may
sign, with the chief executive officer, the president or a vice president,
certificates for shares.

         SECTION 11. TREASURER: The treasurer shall be the chief financial
officer of the Corporation and shall: (i) have charge and custody of and be
responsible for all funds and securities of the Corporation; (ii) receive and
give receipts for monies due and payable to the Corporation from any source
whatsoever, and deposit all such monies in accordance with the provisions of
Section 4 of Article VII; (iii) prepare, or cause to be prepared, an annual
financial statement in accordance with Section 3 of Article IX; and (iv) in
general, perform all of the duties incident to the office of treasurer and such
other duties as from time to time may be assigned to him by the chief executive
officer, the president or the board of directors. The treasurer may sign, with
the chief executive officer, the president or a vice president, certificates for
shares.

         SECTION 12. ASSISTANT TREASURERS: In the absence of the treasurer, the
assistant treasurers, in the order of their length of service as assistant
treasurer, unless otherwise determined by the board of directors, shall perform
the duties of the treasurer, and when so acting shall have all the powers of and
be subject to all the restrictions upon the treasurer. They shall perform such
other duties as may be assigned to them by the treasurer, the chief executive
officer, the president, or the board of directors. Any assistant treasurer may
sign, with the chief executive officer, the president or a vice president,
certificates for shares.

         SECTION 13. ACTION REGARDING SECURITIES OF OTHER CORPORATIONS: Unless
otherwise directed by the board of directors, the President shall have power to
vote and otherwise act on behalf of the Corporation, in person or by proxy, at
any meeting of shareholders of or with respect to any action of shareholders of
any other corporation in which this Corporation may hold securities and
otherwise to

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<PAGE>

exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other corporation.


                                   ARTICLE VII

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

         SECTION 1. CONTRACTS: The board of directors may authorize any officer
or agent to enter into any contract or to execute and deliver any instrument on
behalf of the Corporation, and such authority may be general or confined to
specific instances.

         SECTION 2. LOANS: No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.

         SECTION 3. CHECKS AND DRAFTS: All checks, drafts or other orders for
payment of money issued in the name of the Corporation shall be signed by such
officers or agents of the Corporation and in such manner as shall from time to
time be determined by resolution of the board of directors.

         SECTION 4. DEPOSITS: All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such depositories as the board of directors shall direct.


                                  ARTICLE VIII

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         SECTION 1. CERTIFICATES FOR SHARES: Shares may, but need not, be
represented by certificates. If certificates are issued, they shall be in such
form as the board of directors shall determine; provided that, at a minimum,
each certificate shall state on its face: (i) the name of the Corporation and
that it is organized under the laws of North Carolina; (ii) the name of the
person to whom issued; and (iii) the number and class of shares and the
designation of the series, if any, the certificate represents. If the
Corporation issues certificates for shares of preferred stock, the designations,
relative rights, preferences, and limitations applicable to that class, and the
variations in rights, preferences, and limitations for each series within that
class (and the authority of the board of directors to determine variations for
future series) must be summarized on the front or back of each certificate;
alternatively, each certificate may state conspicuously on its front or back
that the Corporation will furnish the shareholder this information in writing
and without charge. These certificates shall be signed, either manually or in
facsimile, by the chief executive officer, the president, or any vice president,
and the secretary or any assistant secretary, the treasurer or any assistant
treasurer. They shall

                                       15
<PAGE>

be consecutively numbered or otherwise identified and the name and address of
the persons to whom they are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the Corporation.

         SECTION 2. TRANSFER OF SHARES: Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record, by his legal representative (who shall furnish proper evidence of
authority to transfer) or by his attorney (whose authority shall be evidenced by
a power of attorney duly executed and filed with the secretary), and only upon
surrender for cancellation of the certificates for such shares.

         SECTION 3. FIXING RECORD DATE: For the purpose of determining
shareholders entitled to receive notice of a meeting of shareholders, to demand
a special meeting, to vote, to take any other action, or to receive payment, or
for any other purpose, the board of directors may fix in advance a date as the
record date for any such determination of shareholders, such record date in any
case to be not more than seventy (70) days, and, in case of a meeting of
shareholders, not less than ten (10) days, before the date on which the
particular action requiring such determination of shareholders is to be taken.
If no record date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or of shareholders entitled
to receive a distribution, the day before the first notice of the meeting is
mailed or the day on which the board of directors authorize the distribution, as
the case may be, shall be the record date for such determination of
shareholders.

         When a determination of shareholders entitled to notice of or to vote
at any meeting of shareholders has been made as provided in this Section, such
determination shall apply to any adjournment of such meeting unless the board of
directors fixes a new record date, which it must do if the meeting is adjourned
to a date more than 120 days after the date fixed for the original meeting.

         SECTION 4. LOST CERTIFICATES: The board of directors may authorize the
issuance of a new share certificate in place of a certificate claimed to have
been lost or destroyed, upon receipt of an affidavit of such fact from the
person claiming the loss or destruction. When authorizing the issuance of a new
certificate, the board of directors may require the claimant to give the
Corporation a bond in such sum as it may direct to indemnify the Corporation
against loss from any claim with respect to the certificate claimed to have been
lost or destroyed; or the board of directors may, by resolution reciting that
the circumstances justify such action, authorize the issuance of the new
certificate without requiring such a bond.

         SECTION 5. REACQUIRED SHARES: The Corporation may acquire its own
shares and shares so acquired constitute authorized but unissued shares.

                                       16
<PAGE>

                                   ARTICLE IX

                               GENERAL PROVISIONS

         SECTION 1. DISTRIBUTIONS: The board of directors may from time to time
declare, and the Corporation may make, distributions on its outstanding shares
in the manner and subject to the terms and conditions provided by the Act and by
the articles of incorporation.

         SECTION 2. SEAL: The corporate seal of the Corporation shall consist of
two concentric circles between which is the name of the Corporation and in the
center of which is inscribed "CORPORATE SEAL" or "SEAL," and which shall have
such other characteristics as the board of directors may determine.

         SECTION 3. RECORDS AND REPORTS: All of the Corporation's records shall
be maintained in written form or in another form capable of conversion into
written form within a reasonable time. The Corporation shall keep as permanent
records minutes of all meetings of its incorporators, shareholders, and board of
directors, a record of all actions taken by the shareholders or board of
directors without a meeting, and a record of all actions taken by a committee of
the board of directors in place of the board of directors.

         The Corporation shall keep a copy of the following records at its
principal office: (i) the articles of incorporation and all amendments to them
currently in effect; (ii) these bylaws and all amendments to them currently in
effect; (iii) resolutions adopted by its board of directors creating one or more
classes or series of shares and fixing their relative rights, preferences, and
limitations (if shares issued pursuant to those resolutions are outstanding);
(iv) the minutes of all meetings of shareholders and records of all actions
taken by shareholders without a meeting during the past three years; (v) all
written communications to shareholders generally within the past three years;
(vi) the annual financial statements described below, prepared during the past
three years; (vii) a list of the names and business addresses of its current
directors and officers; and (viii) its most recent annual report delivered to
the North Carolina Secretary of Revenue (or Secretary of State, if applicable).

         The Corporation shall prepare and make available to its shareholders
annual financial statements for the Corporation and its subsidiaries that: (i)
include a balance sheet as of the end of the fiscal year, an income statement
for that year, and a statement of cash flows for the year; and (ii) are
accompanied by either (x) a report of a public accountant on the annual
financial statements, or (y) a statement by the treasurer stating his reasonable
belief whether the annual financial statements were prepared on the basis of
generally accepted accounting principles (and, if not, describing the basis of
preparation) and describing any respects in which the statements were not
prepared on a basis of accounting consistent with the statements prepared for
the preceding year. These annual financial statements, or a written notice of
their availability, shall be

                                       17
<PAGE>

mailed to each shareholder within 120 days after the close of each fiscal year
of the Corporation. On written request from a shareholder who was not mailed the
annual financial statements, the Corporation shall mail to him the latest such
statements.

         The Corporation shall also prepare and file with the North Carolina
Secretary of Revenue an annual report in such form as required by N.C. Gen.
Stat. Section 55-16-22, or its successor.

         SECTION 4. INDEMNIFICATION: Any person who at any time serves or has
served as a director or officer of the Corporation, or at the request of the
Corporation is or was serving as an officer, director, agent, partner, trustee,
administrator, or employee for any other foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise,
shall be indemnified by the Corporation to the fullest extent from time to time
permitted by law in the event he is made, or is threatened to be made, a party
to any threatened, pending or completed civil, criminal, administrative,
investigative or arbitrative action, suit or proceeding and any appeal therein
(and any inquiry or investigation that could lead to such action, suit or
proceeding), whether or not brought by or on behalf of the Corporation, seeking
to hold him liable by reason of the fact that he is or was acting in such
capacity. In addition, the board may provide such indemnification for the
employees and agents of the Corporation as it deems appropriate.

         The rights of those receiving indemnification hereunder shall, to the
fullest extent from time to time permitted by law, cover (i) reasonable
expenses, including without limitation all attorneys' fees actually and
necessarily incurred by him in connection with any such action, suit or
proceeding, (ii) all reasonable payments made by him in satisfaction of any
judgment, money decree, fine (including an excise tax assessed with respect to
an employee benefit plan), penalty, or settlement for which he may have become
liable in such action, suit or proceeding; and (iii) all reasonable expenses
incurred in enforcing the indemnification rights provided herein.

         Expenses incurred by anyone entitled to receive indemnification under
this Section in defending a proceeding may be paid by the Corporation in advance
of the final disposition of such proceeding as authorized by the board of
directors in the specific case or as authorized or required under any provisions
in the bylaws or by any applicable resolution or contract upon receipt of an
undertaking by or on behalf of the director to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation against such expenses.

         The board of directors of the Corporation shall take all such action as
may be necessary and appropriate to authorize the Corporation to pay the
indemnification required by this bylaw, including without limitation, to the
extent needed, making a good faith evaluation of the manner in which the
claimant for indemnity acted and of the reasonable amount of indemnity due him.

                                       18
<PAGE>

         Any person who at any time serves or has served in any of the aforesaid
capacities for or on behalf of the Corporation shall be deemed to be doing or to
have done so in reliance upon, and as consideration for, the right of
indemnification provided herein. Any repeal or modification of these
indemnification provisions shall not affect any rights or obligations existing
at the time of such repeal or modification. The rights provided for herein shall
inure to the benefit of the legal representatives of any such person and shall
not be exclusive of any other rights to which such person may be entitled apart
from the provisions of this bylaw.

         The rights granted herein shall not be limited by the provisions
contained in N.C. Gen. Stat. Section 55-8-51 (or its successor), provided,
however, that the Corporation shall not indemnify or agree to indemnify a
potential indemnitee against liability or expenses he may incur on account of
his activities which were at the time taken known or believed by the potential
indemnitee to be clearly in conflict with the best interests of the Corporation.

         The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent for any other foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of the Act or
these bylaws.

         SECTION 5. FISCAL YEAR: The fiscal year of the Corporation shall be
fixed by the board of directors.

         SECTION 6. AMENDMENTS: (a) The board of directors may amend or repeal
these bylaws, except to the extent otherwise provided in the articles of
incorporation, a bylaw adopted by the shareholders, or the Act, and except that
a bylaw adopted, amended or repealed by the shareholders may not be readopted,
amended or repealed by the board of directors if neither of the articles of
incorporation nor a bylaw adopted by the shareholders authorizes the board of
directors to adopt, amend, or repeal that particular bylaw or the bylaws
generally.

                  (b) The Corporation's shareholders may adopt, amend, alter,
change, or repeal any of these bylaws consistent with the provisions of Section
11 of Article III.

                  (c) A bylaw that fixes a greater quorum or voting requirement
for the board of directors may be amended or repealed: (i) if originally adopted
by the shareholders, only by the shareholders, unless the bylaw permits
amendment or repeal by the board of directors; or (ii) if originally adopted by
the board of directors, either by the shareholders or by the board of directors.

                                       19
<PAGE>

                  (d) A bylaw referred to in Subsection (c) above: (i) may not
be adopted by the board of directors by a vote of less than a majority of the
directors then in office; and (ii) may not itself be amended by a quorum or vote
of the directors less than the quorum or vote therein prescribed or prescribed
by a bylaw adopted or amended by the shareholders.

                  (e) A bylaw adopted or amended by the shareholders that fixes
a greater voting or quorum requirement for the board of directors may provide
that it may be amended or repealed only by a specified vote of either the
shareholders or the board of directors.

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

         SECTION 8. OPT-OUT OF NORTH CAROLINA SHAREHOLDER PROTECTION ACT: The
provisions of the North Carolina Shareholder Protection Act, N.C. Gen. Stat.
Sections 55-9-01 - 05, as presently enacted or hereafter amended, shall not be
applicable to the Corporation.

         SECTION 9. OPT-OUT OF NORTH CAROLINA CONTROL SHARE ACQUISITION ACT: The
provisions of the North Carolina Control Share Acquisition Act, N.C. Gen. Stat.
Sections 55-9A-01 - 09, as presently enacted or hereafter amended, shall not be
applicable to the Corporation.

         SECTION 10. EMERGENCIES: In anticipation of or during an emergency, the
board of directors may: (i) modify lines of succession to accommodate the
incapacity of any director, officer, employee, or agent; and (ii) relocate the
principal office or designate alternative principal or regional offices, or
authorize the officers to do so.

         During an emergency: (i) notice of a meeting of the board of directors
need be given only to those directors whom it is practicable to reach and may be
given in any practicable manner, including by publication and radio; and (ii)
one or more officers present at a meeting of the board of directors may be
deemed to be directors for the meeting, in order of rank and within the same
rank in order of seniority, as necessary to achieve a quorum.

         SECTION 11. SEVERABILITY: Should any provision of these bylaws become
ineffective or be declared to be invalid for any reason, such provision shall be
severable from the remainder of these bylaws and all other provisions of these
bylaws shall continue to be in full force and effect.

         THESE RESTATED BYLAWS CONSIST OF THE AMENDED AND RESTATED BYLAWS
ADOPTED AT A MEETING OF THE BOARD OF DIRECTORS OF THE

                                       20
<PAGE>

CORPORATION ON MARCH 27, 1998, WITH THE ADDITION OF: THE AMENDMENT IN ITS
ENTIRETY OF SECTION 2 OF ARTICLE IV ADOPTED AT A MEETING OF THE SHAREHOLDERS ON
MAY 21, 1998; THE AMENDMENT IN ITS ENTIRETY OF SECTION 4 OF ARTICLE III ADOPTED
AT A MEETING OF THE BOARD OF DIRECTORS ON APRIL 16, 1999; THE AMENDMENT IN ITS
ENTIRETY OF SECTION 13 OF ARTICLE III ADOPTED AT A MEETING OF THE BOARD OF
DIRECTORS ON SEPTEMBER 21, 2000; AND THE AMENDMENT IN ITS ENTIRETY OF SECTION 3
OF ARTICLE IV ADOPTED AT A MEETING OF THE BOARD OF DIRECTORS ON SEPTEMBER 21,
2000.

ATTESTED as of September 21, 2000:

/s/ Don T. Seaquist
------------------------------
Don T. Seaquist, Secretary


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