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                          AMENDED AND RESTATED BYLAWS

                                       OF

                         HORIZON MEDICAL PRODUCTS, INC.


                                   ARTICLE I

                                  SHAREHOLDERS

         Section 1. 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, and at such time, as the Board of
Directors may by resolution provide, or if the Board of Directors fails to
provide, then such meeting shall be held at the principal office of the
Corporation at 10:00 a.m., local time, on the fourth Tuesday in April of each
year, if not a legal holiday under the laws of the State of Georgia, and if a
legal holiday, on the next succeeding business day. The Board of Directors may
specify by resolution prior to any special meeting of shareholders held within
the year that such meeting shall be in lieu of the annual meeting.

         Section 2. Special Meetings. Special meetings of the shareholders may
be called by the Board of Directors, by the Chairman of the Board of Directors,
by the President, or by the Corporation upon the written request (which request
shall set forth the purpose or purposes of the meeting) of the shareholders of
record (see Section 6(b) of Article I of these Bylaws) of outstanding shares
representing more than 75% of all the votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting. In the event such
meeting is called by the Board of Directors, such meeting may be held at such
place, either within or without the State of Georgia, as is stated in the call
and notice thereof. If such meeting is called at the request of shareholders as
provided in this Section 2, then such meeting shall be held at such place in
the State of Georgia as is stated in the notice thereof.

         Section 3. Notice of Meetings. A written or printed notice stating the
place, day and hour 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 the Secretary of the Corporation to each holder of record of stock of
the Corporation at the time entitled to vote, at his address as it appears upon
the records of the Corporation, not less than 10 nor more than 60 days prior to
such meeting. If the Secretary fails to give such notice within 20 days after
the call of a meeting, the person calling or requesting such meeting, or any
person designated by them, may give such notice. Notice of such meeting may be
waived in writing by any shareholder. Notice of any adjourned meeting of the
shareholders shall not be required if the 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 in which
case notice shall be given in the manner provided in this Section 3.

         Section 4. Quorum and Shareholder Vote. 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
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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 Georgia
Business Corporation 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. If a quorum is not present, a meeting of
shareholders may be adjourned from time to time by the vote of shares having a
majority of the votes of the shares represented at such meeting, until a quorum
is present. When a quorum is present at the reconvening of any adjourned
meeting, and if the requirements of Section 3 of this Article I have been
observed, then any business may be transacted at such reconvened meeting in the
same manner and to the same extent as it might have been transacted at the
meeting as originally noticed.

         Section 5. Proxies. A shareholder may vote either in person or by
proxy duly executed in writing by the shareholder. 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.

         Section 6. Fixing Record Date.

         (a) Except as provided in paragraph (b) of this Section 6, for the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders
for any other proper purpose, the Board of Directors shall have the power to
fix a date, not more than 70 days prior to the date on which the particular
action requiring a determination of shareholders is to be taken, as the record
date for any such determination of shareholders. A record date for the
determination of shareholders entitled to notice of or to vote at any meeting
of shareholders or any adjournment thereof shall not be set less than 10 days
prior to such meeting; provided that the record date for the determination of
shareholders entitled to notice of or to vote at any special meeting of
shareholders called by the Corporation at the request of holders of shares
pursuant to Section 2 of Article I hereof or any adjournment thereof shall be
20 days after the "Determination Date" (as defined in paragraph (b) of this
Section 6), and provided further that such record date shall be 70 days prior
to such special meeting. In any case where a record date is set, under any
provision of this Section 6, only shareholders of record on the said date shall
be entitled to participate in the action for which the determination of
shareholders of record is made, whether the action is payment of a dividend,
allotment of any rights or any change or conversion or exchange of capital
stock or other such action, and, if the record date is set for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, only such shareholders of record shall be entitled to such notice
or vote, notwithstanding any transfer of any shares on the books of the
Corporation after such record date.

         (b) (i) In order that the Corporation may determine the shareholders
entitled to request a special meeting of the shareholders or a special meeting
in lieu of the annual meeting of the shareholders pursuant to Section 2 of
Article I hereof, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record
date is adopted by the Board of Directors, and which date shall not be more
than 10 days after the date upon which the resolution fixing the record date is
adopted by the Board of Directors. Any shareholder of record seeking to have
the shareholders request such a special meeting shall, by written notice to the
Secretary, request the Board of Directors to fix a record date. The Board of
Directors shall, within 10

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business days after the date on which such a request is received, adopt a
resolution fixing the record date. If no record date has been fixed by the
Board of Directors within 10 business days after the date on which such a
request is received, the record date for determining shareholders entitled to
request such a special meeting shall be the first day on which a signed written
request setting forth the request to fix a record date is delivered to the
Corporation by delivery to its principal place of business, or any officer or
agent of the Corporation having custody of the books in which proceedings of
meetings of shareholders are recorded.

              (ii) Every written request for a special meeting shall bear the
date of signature of each shareholder who signs the request and no such request
shall be effective to request such a meeting unless, within 70 days after the
record date established in accordance with paragraph (b)(i) of this Section,
written requests signed by a sufficient number of record holders as of such
record date to request a special meeting in accordance with Section 2 of
Article I hereof are delivered to the Corporation in the manner prescribed in
paragraph (b)(i) of this Section.

              (iii) In the event of the delivery, in the manner provided by
this Section, to the Corporation of the requisite written request or requests
for a special meeting and/or any related revocation or revocations, the
Corporation shall promptly perform a ministerial review of the validity of the
requests and revocations. For the purpose of permitting a prompt ministerial
review by the Corporation, no request by shareholders for a special meeting
shall be effective until the earlier of (i) five business days following
delivery to the Corporation of requests signed by the holders of record (on the
record date established in paragraph (b)(i) of this Section) of the requisite
minimum number of shares that would be necessary to request such a meeting
under Section 2 of Article I hereof, or (ii) such date as the Corporation
certifies that the requests delivered to the Corporation in accordance with
this Article represent at least the minimum number of shares that would be
necessary to request such meeting (the earlier of such dates being herein
referred to as the "Determination Date"). Nothing contained in this paragraph
shall in any way be construed to suggest or imply that the Board of Directors
or any shareholder shall not be entitled to contest the validity of any request
or revocation thereof, whether during or after such five business day period,
or to take any other action (including, without limitation, the commencement,
prosecution or defense of any litigation with respect thereto).

              (iv) Unless the Corporation shall deliver, on or before the
Determination Date, a certificate stating that the valid requests for a special
meeting submitted pursuant to paragraph (iii) above represent less than the
requisite minimum number of shares that would be necessary to request a special
meeting under Section 2 of Article I hereof, the Board of Directors shall,
within five business days after the Determination Date, adopt a resolution
calling a special meeting of the shareholders and fixing a record date for such
meeting, in accordance with Section 6(a) of Article I of these Bylaws.

              Section 7. Notice of Shareholder Business. At an annual meeting
of the shareholders, only such business shall be conducted as shall have been
brought before the meeting (a) by or at the direction of the Board of Directors
or (b) by any shareholder of the Corporation who complies with the notice
procedures set forth in this Section 7 and only to the extent that such
business is appropriate for shareholder action under the provisions of the
Georgia Business Corporation Code. For business to be properly brought before
an annual meeting by a shareholder, the shareholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be timely, a

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shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation, not less than 120 days nor more
than 180 days prior to the first anniversary of the date of the Corporation's
notice of annual meeting provided with respect to the prior year's annual
meeting. A shareholder's notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the annual meeting (a) 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, (b) the name
and address, as they appear on the Corporation's books, of the shareholder
proposing such business, (c) the class and number of shares of stock of the
Corporation which are beneficially owned by the shareholder, and (d) any
material interest of the shareholder in such business. Notwithstanding anything
in the Bylaws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this Section 7.
At an annual meeting, the Chairman shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 7, and if he should
so determine, he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.

              Section 8. Notice of Shareholder Nominees. Except for Directors
who are elected by Directors pursuant to the provisions of Section 9 of Article
II of these Bylaws, only persons who are nominated in accordance with the
procedures set forth in this Section 8 shall be eligible for election as
Directors. Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of shareholders (a) by or at the direction
of the Board of Directors or (b) by any shareholder of the Corporation entitled
to vote for the election of Directors at the meeting who complies with the
notice procedures set forth in this Section 8. Such nominations, other than
those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation not less than 120 days nor
more than 180 days prior to the first anniversary of the date of the
Corporation's notice of annual meeting provided with respect to the prior
year's annual meeting. Such shareholder's notice shall set forth (a) as to each
person whom the shareholder proposes to nominate for election or re-election as
a Director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of Directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended; and (b) as to the shareholder
giving the notice (i) the name and address, as they appear on the Corporation's
books, of such shareholder and (ii) the class and number of shares of stock of
the Corporation which are beneficially owned by such shareholder. No person
shall be eligible for election as a Director of the Corporation unless
nominated in accordance with the procedures set forth in the Bylaws. The
Chairman shall, if the facts warrant, determine and declare to the meeting that
a nomination was not made in accordance with the procedures prescribed by the
Bylaws, and if he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.


                                   ARTICLE II

                                   DIRECTORS

              Section 1. Powers of Directors. The Board of Directors shall
manage the business and affairs

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of the Corporation and, subject to any restrictions imposed by law, by the
Articles of Incorporation, or by these Bylaws, may exercise all the powers of
the Corporation.

         Section 2. Number and Term of Directors.

         (a) Subject to the rights of the holders of any series of Preferred
Stock to elect additional directors under specified circumstances, the number
of directors that shall constitute the Board of Directors of the Corporation
shall be determined from time to time exclusively by the Board of Directors
pursuant to a resolution adopted by a majority of the entire Board. No decrease
in the number of Directors shall shorten the term of an incumbent Director.

         (b) The Directors of the Corporation (other than any Directors who may
be elected by holders of any series of Preferred Stock then outstanding) shall
be and are divided into three classes: Class I, Class II and Class III. The
number of Directors in each class shall be as nearly equal as the
then-authorized number of Directors constituting the Board of Directors
permits. Each Director shall serve for a term ending on the date of the third
annual meeting following the annual meeting at which such Director was elected;
provided, however, that the directors first elected to Class I shall serve for
a term ending on the date of the annual meeting next following the end of the
calendar year 1998, the directors first elected to Class II shall serve for a
term ending on the date of the second annual meeting next following the end of
the calendar year 1998, and the directors first elected to Class III shall
serve for a term ending on the date of the third annual meeting next following
the end of the calendar year 1998. Any director who may be elected by holders
of any series of Preferred Stock then outstanding shall serve for a term ending
on the date of the next annual meeting following the annual meeting at which
such director was elected.

         (c) In the event of any increase or decrease in the authorized number
of Directors:

                  (i) Each Director then serving shall nevertheless continue as
a Director of the class of which he is a member until the expiration of his
term or his prior death, retirement, resignation or removal; and

                  (ii) Newly-created or eliminated Directorships resulting from
any increase or decrease shall be apportioned by the Board of Directors among
the three classes so as to keep the number of Directors in each class as nearly
equal as possible.

         Section 3. Meetings of the Directors. The Board of Directors shall
meet each year immediately following the annual meeting of shareholders, and
the Board may by resolution provide for the time and place of other regular
meetings. Special meetings of the Directors may be called by the Chairman of
the Board of Directors, by the Chief Executive Officer or by the President or
by any two of the Directors.

         Section 4. Notice of Meetings. Notice of each meeting of the Directors
shall be given by the Secretary by mailing the same at least ten days before
the meeting or by telephone, telegraph, facsimile or cablegram or in person at
least five days before the meeting, to each Director, except that no notice
need be given of regular meetings fixed by the resolution of the Board or of
the meeting of the Board held at the place of and immediately following the
annual meeting of the shareholders. Any
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Director may waive notice, either before or after the meeting, and shall be
deemed to have waived notice if he is present at the meeting.

              Section 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 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, except that no such committee
may: (1) approve or propose to shareholders action that the Georgia Business
Corporation Code requires to be approved by shareholders, (2) fill vacancies on
the Board of Directors or any of its committees, (3) amend the Articles of
Incorporation of the Corporation pursuant to Section 14-2-1002 of the Georgia
Business Corporation Code, (4) adopt, amend or repeal these Bylaws, or (5)
approve a plan of merger not requiring shareholder approval. A majority of any
such committee may determine its action, fix the 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 7. Compensation. The Board of Directors shall have the
authority to determine from time to time the amount of compensation that shall
be paid to its members for attendance at meetings of, or service on, the Board
of Directors or any committee of the Board. The Board of Directors also shall
have the power to reimburse Directors for reasonable expenses of attendance at
Directors' meetings and committee meetings.

              Section 8. Removal. Subject to the rights of the holders of any
series of Preferred Stock then outstanding, any or all Directors may be removed
from office at any time for cause, but only by the same affirmative vote of the
shareholders required to amend this Article II as provided in the Corporation's
Articles of Incorporation.

              Section 9. Vacancies. Subject to the rights of the holders of any
series of Preferred Stock then outstanding to fill director vacancies,
vacancies on the Board of Directors (including, without limitation, vacancies
resulting from retirement, resignation, removal from office (with or without
cause) or death) shall be filled exclusively by the Board of Directors. Any
Director so elected shall hold office until the next annual meeting of
shareholders.

              Section 10. Telephone Conference Meetings. Unless the Articles of
Incorporation otherwise provide, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board or committee by means of telephone conference 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 10 shall constitute presence in person at


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such meeting.

                                  ARTICLE III

                                    OFFICERS

         Section 1. Officers. The officers of the Corporation shall consist of
a Chairman of the Board of Directors, a Vice Chairman of the Board of
Directors, a Chief Executive Officer, a President, one or more Vice Presidents,
a Secretary and a Treasurer, and such other officers or assistant officers as
may be elected by the Board of Directors. More than one office may be held by
the same person. The Board may designate a Vice President as an Executive Vice
President or a Senior Vice President, and may designate the order in which the
other Vice Presidents may act.

         Section 2. Chairman of the Board of Directors. The Chairman of the
Board of Directors shall preside at all meetings of the shareholders and all
meetings of the Board of Directors and shall have such other duties as the
Board of Directors shall from time to time prescribe.

         Section 3. Vice Chairman of the Board of Directors. The Vice Chairman
of the Board of Directors shall preside at all meetings of the shareholders and
all meetings of the Board of Directors in the absence of the Chairman of the
Board of Directors and shall have such other duties as the Board of Directors
shall from time to time prescribe.

         Section 4. Chief Executive Officer. The Chief Executive Officer shall
be the chief executive officer of the Corporation. He shall, under the
direction of the Board of Directors, have responsibility for the general
direction of the business, policies and affairs of the Corporation and shall
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. In the absence of the Chairman of the Board
of Directors and the Vice Chairman of the Board of Directors, he shall preside
at all meetings of the shareholders and the Board of Directors.

         Section 5. President. The President shall have responsibility for the
general direction of the business, policies and affairs of the Corporation and
shall 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 and shall report to the Chief Executive Officer.

         Section 6. Vice President. The Vice President shall act in the case of
the absence or disability of the Chairman of the Board of Directors and the
President. If there is more than one Vice President, such Vice Presidents shall
act in the order of precedence, as set out by the Board of Directors.

         Section 7. Treasurer. The Treasurer shall be responsible for the
maintenance of proper financial books and records of the Corporation.

         Section 8. Secretary. The Secretary shall keep the minutes of the
meetings of the shareholders and the Directors and shall have custody of and
attest the seal of the Corporation.

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         Section 9. Other Duties and Authorities. Each officer, employee and
agent shall have such other duties and authorities as may be conferred on them
by the Board of Directors.

         Section 10. Removal. Any officer may be removed at any time by the
Board of Directors, and such vacancy may be filled by 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 11. Compensation. The salaries of the officers shall be fixed
from time to time by the Board of Directors. No officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
Corporation.


                                   ARTICLE IV

                        DEPOSITORIES, SIGNATURE AND SEAL

         Section 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 checks, drafts or other
orders signed by such officer, officers, agent or agents as the Board may from
time to time authorize.

         Section 2. Contracts. All contracts and other instruments shall be
signed on behalf of the Corporation by the Chairman of the Board of Directors,
the President, any Vice President or by such other officer, officers, agent or
agents, as the Chairman of the Board of Directors or the President designates
from time to time or as the Board from time to time may by resolution provide.

         Section 3. Seal. The seal of the Corporation shall be as follows:

         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
Assistant Secretary shall attest the seal and may be a facsimile if and to the
extent permitted by law.


                                   ARTICLE V

                                STOCK TRANSFERS

         Section 1. Form and Execution of Certificates. The certificates of
shares of capital stock of the Corporation shall be in such form as may be
approved by the Board of Directors and shall be signed by the Chairman of the
Board of Directors, the President or a Vice President and by the Secretary or
any Assistant Secretary or the Treasurer or any Assistant Treasurer, provided
that any such certificate may be signed by the facsimile signature of either or
both of such officers imprinted thereon if the same is countersigned by a
transfer agent of the Corporation, and provided further that


<PAGE>

certificates bearing the facsimile of the signature of such officers imprinted
thereon shall be valid in all respects as if such person or persons were still
in office, even though such officer or officers shall have died or otherwise
ceased to be officers.

         Section 2. Transfers of Shares. Shares of stock in the Corporation
shall be transferable only on the books of the Corporation by proper transfer
signed by the holder of record thereof or by a person duly authorized to sign
for such holder of record. The Corporation or its transfer agent or agents
shall be authorized to refuse any transfer unless and until it is furnished
such evidence as it may reasonably require showing that the requested transfer
is proper.

         Section 3. Lost, Destroyed or Stolen Certificates. Where the holder of
record of a share or shares of stock of the Corporation claims that the
certificate representing said share has been lost, destroyed or wrongfully
taken, the Board shall by resolution provide for the issuance of a certificate
to replace the original if the holder of record so requests before the
Corporation has notice that the certificate has been acquired by a bona fide
purchaser, files with the Corporation a sufficient indemnity bond, and
furnishes evidence of such loss, destruction or wrongful taking satisfactory to
the Corporation, in the reasonable exercise of its discretion. The Board may
authorize such officer or agent as it may designate to determine the
sufficiency of such an indemnity bond and to determine reasonably the
sufficiency of the evidence of loss, destruction or wrongful taking.

         Section 4. Transfer Agent and Registrar. The Board may (but shall not
be required to) appoint a transfer agent or agents and a registrar or
registrars to transfers, and may require that all stock certificates bear the
signature of such transfer agent or of such transfer agent and registrar.


                                   ARTICLE VI

                                INDEMNIFICATION

         Section 1. Mandatory Indemnification. The Corporation shall indemnify
to the fullest extent permitted by the Georgia Business Corporation 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
(as defined in the Georgia Business Corporation Code) because he is or was a
director or officer against liability (as defined in the Georgia Business
Corporation Code), incurred in the proceeding, if he acted in a manner he
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 had no reasonable
cause to believe his conduct was unlawful.

         Section 2. Permissive Indemnification. The Corporation shall have the
power to indemnify to the fullest extent permitted by the Georgia Business
Corporation Code, any individual made a party to a proceeding (as defined in
the Georgia Business Corporation Code) because he is or was an employee or
agent of the Company against liability (as defined in the Georgia Business
Corporation Code), incurred in the proceeding, if he acted in a manner he
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 had no reasonable
cause to believe his conduct was unlawful.

<PAGE>

         Section 3. Advances for Expenses. The Corporation shall pay for or
reimburse the reasonable expenses incurred by a director or officer who is a
party to a proceeding, and shall have the authority to pay for or reimburse the
reasonable expenses of an employee or agent of the Company who is a party to a
proceeding, in each case in advance of the final disposition of a proceeding
if:

         (a) Such person furnishes the Corporation a written affirmation of his
good faith belief that he has met the standard of conduct set forth in Section
1 or Section 2 above, as applicable; and

         (b) Such person furnishes the Corporation his written undertaking to
repay any funds advanced if it is ultimately determined that he is not entitled
to indemnification.

         The written undertaking required by paragraph (b) above must be an
unlimited general obligation of such person but need not be secured and may be
accepted without reference to financial ability to make repayment.

         Section 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 VI 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 5. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.


                                  ARTICLE VII

                              AMENDMENT OF BYLAWS

         Section 1. Amendment.

         (a) Except as otherwise provided in the Articles of Incorporation or
these Bylaws, these Bylaws may be altered, amended, repealed or new Bylaws
adopted by the Board of Directors by the affirmative vote of a majority of all
directors then holding office, but any bylaws adopted by the Board of Directors
may be altered, amended, repealed, or any new bylaws adopted, by the
shareholders at an annual or special meeting of shareholders, when notice of
any such proposed alteration, amendment, repeal or addition shall have been
given in the notice of such meeting. The shareholders may prescribe that any
bylaw or bylaws adopted by them shall not be altered, amended or repealed by
the Board of Directors. Except as otherwise provided in the Articles of
Incorporation or these Bylaws, action by the shareholders with respect to these
Bylaws shall be taken by an affirmative vote of a majority of all shares
outstanding and entitled to vote generally in the election of directors, voting
as a single voting group.

<PAGE>

         (b) Notwithstanding anything herein to the contrary, Article II of
these Bylaws shall not be altered, amended or repealed, and no provision
inconsistent therewith shall be adopted, without the affirmative vote of a
majority of the entire Board of Directors or of the holders of at least 75% of
the outstanding shares of the Corporation.