BYLAWS

                               ARTICLE ONE
                             Offices and Agent

Section 1.1 Registered Office and Agent. The corporation shall maintain a
registered office in the State of Georgia and shall have a registered
agent whose business office is identical to the registered office.

Section 1.2 Other Offices. In addition to its registered office, the
corporation may have offices at any other place or places, within or
without the State of Georgia, as the Board of Directors may from time to
time select or as the business of the corporation may require or make
desirable.

                                ARTICLE TWO
                          Shareholders' Meetings

Section 2.1 Place of Meetings. Meetings of shareholders may be held at
any place within or without the State of Georgia as set forth in the
notice thereof or in the event of a meeting held pursuant to waiver of
notice, as set forth in the waiver, or if no place is so specified, at
the principal office of the corporation.

Section 2.2 Annual Meetings. The annual meeting of shareholders shall be
held at a date and time set by the Board of Directors within 120 days
after the end of the corporation's fiscal year, unless that day is a
legal holiday, and in that event on the next succeeding business day, for
the purpose of electing directors and transacting any and all business
that may properly come before the meeting. If the annual meeting of
shareholders is not held on the day designated in this Section 2.2, any
business, including the election of directors, that might properly have
been acted upon at that meeting may be acted upon at a special meeting in
lieu of the annual meeting held pursuant to these bylaws or held pursuant
to a court order.

Section 2.3 Special Meetings. Special meetings of shareholders or a
special meeting in lieu of the annual meeting of shareholders may be
called at any time by the Board of Directors or the President. Special
meetings of shareholders or a special meeting in lieu of the annual
meeting of shareholders shall be called by the corporation upon the
written request of the holders of Fifty percent (50%) of all the votes
entitled to be cast on the issue or issues proposed to be considered at
the proposed special meeting.

Section 2.4 Notice of meetings. Unless waived as contemplated in Section
5.2, a notice of each meeting of shareholders stating the date, time and
place of the meeting shall be given not less than ten (10) days nor more
than sixty (60) days before the date thereof, by or at the direction of
the President, the Secretary, or the officer or persons calling the
meeting, to each shareholder entitled to vote at that meeting. In the
case of an annual meeting, the notice need not state the purpose or
purposes of the meeting unless the articles of incorporation or the
Georgia Business Corporation Code (the "Code") requires the purpose or
purposes to be stated in the notice of the meeting. In the case of a
special meeting, including a special meeting in lieu of an annual
meeting, the notice of meeting shall state the purpose or purposes for
which the meeting is called.

Section 2.5 Voting Group. Voting group means all shares of one or more
classes or series that are entitled to vote and be counted together
collectively on a matter at a meeting of shareholders. All shares
entitled to vote generally on the matter are for that purpose a single
voting group.

Section 2.6 Quorum. With respect to shares entitled to vote as a separate
voting group on a matter at a meeting of shareholders, the presence, in
person or by proxy, of a majority of the votes entitled to be cast on the
matter by the voting group shall constitute a quorum of that voting group
for action on that matter unless the articles of incorporation or the
Code provides otherwise. Once a share is represented for any purpose at a
meeting, other than solely to object to holding the meeting or to
transacting business at the meeting, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of the
meeting unless a new record date is or must be set for the adjourned
meeting pursuant to Section 8.7 of these bylaws.

Section 2.7 Vote Required for Action. If a quorum exists, action on a
matter (other than the election of directors) by a voting group is
approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the articles of
incorporation, provisions of these bylaws validly adopted by the
shareholders, or the Code requires a greater number of affirmative votes.
If the articles of incorporation or the Code provide for voting by two or
more voting groups on a matter, action on that matter is taken only when
voted upon by each of those voting groups counted separately. Action may
be taken by one voting group on a matter even though no action is taken
by another voting group entitled to vote on the matter. With regard to
the election of directors, unless otherwise provided in the articles of
incorporation, if a quorum exists, action on the election of directors is
taken by a plurality of the votes cast by the shares entitled to vote in
the election.

Section 2.8 Voting of Shares. Unless the articles of incorporation or the
Code provides otherwise, each outstanding share having voting rights
shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders. Voting on all matters shall be by voice vote or
by show of hands unless any qualified voter, prior to the voting on any
matter, demands vote by ballot, in which case each ballot shall state the
name of the shareholder voting and the number of shares voted by him, and
if the ballot be cast by proxy, it shall also state the name of the
proxy.

Section 2.9 Proxies. A shareholder entitled to vote pursuant to Section
2.8 may vote in person or by proxy pursuant to an appointment of proxy
executed in writing by the shareholder or by his attorney in fact. An
appointment of proxy shall be valid for only one meeting to be specified
therein, and any adjournments of such meeting, but shall not be valid for
more than eleven months unless expressly provided therein. Appointments
of proxy shall be dated and filed with the records of the meeting to
which they relate. If the validity of any appointment of proxy is
questioned, it must be submitted to the secretary of the meeting of
shareholders for examination or to a proxy officer or committee appointed
by the person presiding at the meeting. The secretary of the meeting or,
if appointed, the proxy officer or committee, shall determine the
validity or invalidity of any appointment of proxy submitted and
reference by the secretary in the minutes of the meeting to the
regularity of an appointment of proxy shall be received as prima facie
evidence of the facts stated for the purpose of establishing the presence
of a quorum at the meeting and for all other purposes.

Section 2.10 Presiding Officer. The President shall serve as the chairman
of every meeting of shareholders unless another person is elected by
shareholders to serve as chairman at the meeting. The chairman shall
appoint any persons he deems required to assist with the meeting.

Section 2.11 Adjournments. Whether or not a quorum is present to organize
a meeting, any meeting of shareholders (including an adjourned meeting)
may be adjourned by the holders of a majority of the voting shares
represented at the meeting to reconvene at a specific time and place, but
no later than 120 days after the date fixed for the original meeting
unless the requirements of the Code concerning the selection of a new
record date have been met. At any reconvened meeting within that time
period, any business may be transacted that could have been transacted at
the meeting that was adjourned. If notice of the adjourned meeting was
properly given, it shall not be necessary to give any notice of the
reconvened meeting or of the business to be transacted, if the date, time
and place of the reconvened meeting are announced at the meeting that was
adjourned and before adjournment; provided, however, that if a new record
date is or must be fixed, notice of the reconvened meeting must be given
to persons who are shareholders as of the new record date.

Section 2.12 Action of Shareholders Without a Meeting. Action required or
permitted to be taken at a meeting of shareholders may be taken without a
meeting if the action is taken by all shareholders entitled to vote on
the action or, if so provided in the articles of incorporation, by
persons who would be entitled to vote at a meeting shares having voting
power to cast not less than the minimum number (or numbers, in the case
of voting by groups) of votes that would be necessary to authorize or
take the action at a meeting at which all shareholders entitled to vote
were present and voted. The action must be evidenced by one or more
written consents describing the action taken, signed by shareholders
entitled to take action without a meeting and delivered to the
corporation for inclusion in the minutes or filing with the corporate
records. The corporation shall give written notice of actions taken as
required by the Code.

                              ARTICLE THREE
                         The Board of Directors

Section 3.1 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, the Board of Directors. In
addition to the powers and authority expressly conferred upon it by these
bylaws, the Board of Directors may exercise all powers of the corporation
and do all lawful acts and things that are not by law, by any legal
agreement among shareholders, by the articles of incorporation or by
these bylaws directed or required to be exercised or done by the
shareholders.

Section 3.2 Number, Election and Term of Office. The number of directors
of the corporation shall not be less than one nor more than seven, the
precise number to be fixed by resolution of shareholders or of the Board
of Directors from time to time. Except as provided in Section 3.4, the
directors shall be elected by the vote of shareholders as set forth in
Section 2.7 at each annual meeting of shareholders or special meeting in
lieu of the annual meeting. Except in case of death, written resignation,
retirement, disqualification, or removal, each director shall serve until
the next succeeding annual meeting and thereafter until his successor is
elected and qualifies or until the number of directors is decreased.

Section 3.3 Removal One or more directors may be removed from office with
or without cause by shareholders by a majority of the votes entitled to
be cast, or by a majority of the other directors if such directors have
reasonable grounds to believe that cause exists to remove the director.
Cause shall exist if the director violates his duty of loyalty to the
corporation, violates corporate, engages in a conflicting interest
transaction, or takes an action which constitutes a breach of fiduciary
duty to the corporation. If the director was elected by a voting group,
only shareholders of that voting group may participate in the vote to
remove him. Removal action may be taken at any meeting of shareholders
with respect to which the notice stated that the purpose, or one of the
purposes, of the meeting is removal of the director, and a removed
director's successor may be elected at the same meeting.

Section 3.4 Vacancies. A vacancy occurring in the Board of Directors,
other than by reason of an increase in the number of directors, shall be
filled for the unexpired term by the first to take action of (a)
shareholders or (b) the Board of Directors, and if the directors
remaining in office constitute fewer than a quorum of the Board of
Directors, they may fill the vacancy by the affirmative vote of a
majority of all directors remaining in office. If the vacant office was
held by a director elected by a voting group, only the holders of shares
of that voting group or the remaining directors elected by that voting
group are entitled to vote to fill the vacancy. A vacancy occurring in
the Board of Directors by reason of an increase in the number of
directors shall be filled in like manner as any other vacancy, but if
filled by action of the Board of Directors shall only be for a term of
office continuing until the next election of directors by shareholders
and until the election and qualification of a successor.

Section 3.5 Compensation. Unless the articles of incorporation provide
otherwise, the Board of Directors may determine from time to time the
compensation, if any, directors may receive for their services as
directors. A director may also serve the corporation in a capacity other
than that of director and receive compensation, as determined by the
Board of Directors, for services rendered in any other capacity.

                              ARTICLE FOUR
                   Meetings of the Board of Directors

Section 4.1 Regular Meetings. Regular meetings of the Board of Directors
shall be held immediately after the annual meeting of shareholders or a
special meeting in lieu of the annual meeting. In addition, the Board of
Directors may schedule other meetings to occur at regular intervals
throughout the year.

Section 4.2 Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President or by any two
directors in office at that time.

Section 4.3 Place of Meetings. Directors may hold their meetings at any
place within or without the State of Georgia as the Board of Directors
may from time to time establish for regular meetings or as set forth in
the notice of special meetings or, in the event of a meeting held
pursuant to waiver of notice, as set forth in the waiver.

Section 4.4 Notice of Meetings. No notice shall be required for any
regularly scheduled meeting of the directors. Unless waived as
contemplated in Section 5.2, each director shall be given at least one
day's notice (as set forth in Section 5.1) of each special meeting
stating the date, time, and place of the meeting.

Section 4.5 Quorum. Unless a greater number is required by the articles
of incorporation, these bylaws, or the Code, a quorum of the Board of
Directors consists of a majority of the total number of directors that
has been prescribed by resolution of shareholders or of the Board of
Directors pursuant to Section 3.2.

Section 4.6 Vote Required for Action. (a) If a quorum is present when a
vote is taken, the affirmative vote of a majority of directors present is
the act of the Board of Directors unless the Code, the articles of
incorporation, or these bylaws require the vote of a greater number of
directors.

(b) A director 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:

(1) He objects at the beginning of the meeting (or promptly upon his
arrival) to holding it or transacting business at the meeting;

(2) His dissent or abstention from the action taken is entered in the
minutes of the meeting; or

(3) He delivers written notice of his dissent or abstention to the
presiding officer of the meeting before its adjournment or to the
corporation immediately after adjournment of the meeting.

The right of dissent or abstention is not available to a director who
votes in favor of the action taken.

Section 4.7 Participation by Conference Telephone. Any or all directors
may participate in a meeting of the Board of Directors or of a committee
of the Board of Directors through the use of any means of communication
by which all directors participating may simultaneously hear each other
during the meeting.

Section 4.8 Action by Directors Without a Meeting. Unless the articles of
incorporation or these bylaws provide otherwise, any action required or
permitted to be taken at any meeting of the Board of Directors or any
action that may be taken at a meeting of a committee of Board of
Directors may be taken without a meeting if the action is taken by all
the members of the Board of Directors (or of the committee as the case
may be). The action must be evidenced by one or more written consents
describing the action taken, signed by each director (or each director
serving on the committee, as the case may be), and delivered to the
corporation for inclusion in the minutes or filing with the corporate
records.

Section 4.9 Adjournments. Whether or not a quorum is present to organize
a meeting, any meeting of directors (including an adjourned meeting) may
be adjourned by a majority of the directors present, to reconvene at a
specific time and place. At any reconvened meeting any business may be
transacted that could have been transacted at the meeting that was
adjourned. If notice of the adjourned meeting was properly given, it
shall not be necessary to give any notice of the reconvened meeting or of
the business to be transacted, if the date, time and place of the
reconvened meeting are announced at the meeting that was adjourned.

Section 4.10 Committees of the Board of Directors. The Board of Directors
by resolution may designate from among its members an executive committee
and one or more other committees, each consisting of one or more
directors all of whom serve at the pleasure of the Board of Directors.
Except as limited by the Code, each committee shall have the authority
set forth in the resolution establishing the committee. The provisions of
this Article Four as to the Board of Directors and its deliberations
shall be applicable to any committee of the Board of Directors.

                             ARTICLE FIVE
      Manner of Notice and Waiver as to Shareholders and Directors

Section 5.l Procedure. Whenever these bylaws require notice to be giver
to any shareholder or director, the notice shall be given in accordance
with this Section 5.1. Notice under these bylaws shall be in writing
unless oral notice is reasonable under the circumstances. Any notice to
directors may be written or oral. Notice may be communicated in person;
by telephone, telegraph, teletype, or other form of wire or wireless
Communication; or by mail or private carrier. If these forms of personal
notice are impracticable, notice may be communicated by a newspaper of
general circulation in the area where published, or by radio, television,
or other form of public broadcast communication. Written notice to the
shareholders, if in a comprehensible form, is effective when mailed, if
mailed with first-class postage prepaid and correctly addressed to the
shareholder's address shown in the corporation's current record of
shareholders. Except as provided above, written notice, if in a
comprehensible form, is effective at the earliest of the following:

(1) When received or when delivered, properly addressed, to the
addressee's last known principal place of business or residence;

(2) Five days after its deposit in the mail, as evidenced by the
postmark, if mailed with first-class postage prepaid and correctly
addressed; or

(3) on the date shown on the return receipt, if sent by registered or
certified mail, return receipt requested, and the receipt is signed by or
on behalf of the addressee.

Oral notice is effective when communicated if communicated in a
comprehensible manner.

In calculating time periods for notice, when a period of time measured in
days, weeks, months, years, or other measurement of time is prescribed
for the exercise of any privilege or the discharge of any duty, the first
day shall not be counted but the last day shall be counted.

Section 5.2 Waiver.

(a) A shareholder may waive any notice before or after the date and time
stated in the notice. Except as provided below in (b), the waiver must be
in writing, be signed by the shareholder entitled to the notice, and be
delivered to the corporation for inclusion in the minutes or filing with
the corporate records.

(b) 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 when it is presented.

(c) Unless required by the Code, neither the business transacted nor the
purpose of the meeting need be specified in the waiver.

(d) A director may waive any notice before or after the date and time
stated in the notice. Except as provided below in (e), the waiver must be
in writing, signed by the director entitled to the notice, and delivered
to the corporation for inclusion in the minutes or filing with the
corporate records.

(e) A director's attendance at or participation in a meeting waives any
required notice to him of the meeting 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.

                                ARTICLE SIX
                                 Officers

Section 6.1 Number. The officers of the corporation shall consist of a
President, a Secretary and a Treasurer and any other officers as may be
appointed by the Board of Directors or appointed by a duly appointed
officer pursuant to this Article Six. The Board of Directors shall from
time to time create and establish the duties of the other officers. Any
two or more offices may be held by the same person.

Section 6.2 Election and Term. All officers shall be appointed by the
Board of Directors or by a duly appointed officer pursuant to this
Article Six and shall serve at the pleasure of the Board of Directors or
the appointing officers as the case may be. All officers, however
appointed, may be removed with or without cause by the Board of Directors
and any officer appointed by another officer may also be removed by the
appointing officer with or without cause.

Section 6.3 Compensation. The compensation of all officers of the
corporation appointed by the Board of Directors shall be fixed by the
Board of Directors.

Section 6.4 President. The President shall be the chief executive officer
of the corporation and shall have general supervision of the business of
the corporation. He shall see that all orders and resolutions of the
Board of Directors are carried into effect. The President shall perform
such other duties as may from time to time be delegated to him by the
Board of Directors.

Section 6.5 Vice Presidents. In the absence or disability of the
President, or at the direction of the President, the Vice President, if
any, shall perform the duties and exercise the powers of the President.
If the corporation has more than one Vice President the one designated by
the Board of Directors shall act in lieu of the President. Vice
Presidents shall perform whatever duties and have whatever powers the
Board of Directors may from time to time assign.

Section 6.6 Secretary. The Secretary shall be responsible for preparing
minutes of the acts and proceedings of all meetings of shareholders and
of the Board of Directors and any committees thereof. He shall have
authority to give all notices required by law or these bylaws. He shall
be responsible for the custody of the corporate books, records, contracts
and other documents. The Secretary may affix the corporate seal to any
lawfully executed documents and shall sign any instruments as may require
his signature. The Secretary shall authenticate records of the
corporation. The Secretary shall perform whatever additional duties and
have whatever additional powers the Board of Directors may from time to
time assign him. In the absence or disability of the Secretary or at the
direction of the President, any assistant secretary may perform the
duties and exercise the powers of the Secretary.

Section 6.7 Treasurer. The Treasurer shall be responsible for the custody
of all funds and securities belonging to the corporation and for the
receipt, deposit or disbursement of funds and securities under the
direction of the Board of Directors. The Treasurer shall cause to be
maintained full and true accounts of all receipts and disbursements and
shall make reports of the same to the Board of Directors and the
President upon request. The Treasurer shall perform all duties as may be
assigned to him from time to time by the Board of Directors.

Section 6.8 Bonds. The Board of Directors by resolution may require any
or all of the officers, agents or employees of the corporation to give
bonds to the corporation, with sufficient surety or sureties, conditioned
on the faithful performance of the duties of their respective offices or
positions, and to comply with any other conditions as from time to time
may be required by the Board of Directors.

                             ARTICLE SEVEN
                    Distributions and Share Dividends

Section 7.1 Authorization or Declaration. Unless the articles of
incorporation provide otherwise, the Board of Directors from time to time
in its discretion may authorize or declare distributions or share
dividends in accordance with the Code.

Section 7.2 Record Date With Regard to Distributions and Share Dividends.
For the purpose of determining shareholders entitled to a distribution
(other than one involving a purchase, redemption, or other reacquisition
of the corporation's shares) or a share dividend the Board of Directors
may fix a date as the record date. If no record date is fixed by the
Board of Directors, the record date shall be determined in accordance
with the provisions of the Code.

                              ARTICLE EIGHT
                                  Shares

Section 8.1 Authorization and Issuance of Shares. In accordance with the
Code, the Board of Directors may authorize shares of any class or series
provided for in the articles of incorporation to be issued for any
consideration valid under the provisions of the Code. To the extent
provided in the articles of incorporation, the Board of Directors shall
determine the preferences, limitations, and relative rights of the
shares.

Section 8.2 Share Certificates The interest of each shareholder in the
corporation shall be evidenced by a certificate or certificates
representing shares of the corporation which shall be in such form as the
Board of Directors from time to time may adopt. Share certificates shall
be numbered consecutively, shall be in registered form, shall indicate
the date of issuance, the name of the corporation and that it is
organized under the laws of the State of Georgia, the name of the
shareholder, and the number and class of shares and the designation of
the series, if any, represented by the certificate. Each certificate
shall be signed by any one of the President, a Vice President, the
Secretary, or the Treasurer. The corporate seal need not be affixed.

Section 8.3 Rights of Corporation with Respect to Registered Owners.
Prior to due presentation for transfer of registration of its shares, the
corporation may treat the registered owner of the shares as the person
exclusively entitled to vote the shares, to receive any share dividend or
distribution with respect to the shares, and for all other purposes; and
the corporation shall not be bound to recognize any equitable or other
claim to or interest in the shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

Section 8.4 Transfers of Shares. Transfers of shares shall be made upon
the transfer books of the corporation, kept at the office of the transfer
agent designated to transfer the shares, only upon direction of the
person named in the certificate, or by an attorney lawfully constituted
in writing; and before a new certificate is issued, the old certificate
shall be surrendered for cancellation or, in the case of a certificate
alleged to have been lost, stolen, or destroyed, the requirements of
Section 8.6 of these bylaws shall have been met.

Section 8.5 Duty of Corporation to Requester Transfer. Notwithstanding
any of the provisions of Section 8.4 of these bylaws, the corporation is
under a duty to register the transfer of its shares only if:

(a) the certificate is endorsed by the appropriate person or persons; and

(b) reasonable assurance is given that the endorsement or affidavit is
genuine and effective; and

(c) the corporation either has no duty to inquire into adverse claims or
has discharged that duty; and

(d) the requirements of any applicable law relating to the collection of
taxes have been met; and

(e) the transfer in fact is rightful or is to a bona fide purchaser.

Section 8.6 Lost, Stolen or Destroyed Certificates. Any person claiming a
share certificate to be lost, stolen or destroyed shall make an affidavit
or affirmation of the fact in the manner required by the Board of
Directors and, if the Board of Directors requires, shall give the
corporation a bond of indemnity in form and amount, and with one or more
sureties satisfactory to the Board of Directors, as the Board of
Directors may require, whereupon an appropriate new certificate may be
issued in lieu of the one alleged to have been lost, stolen or destroyed.

Section 8.7 Fixing of Record Date with regard to Shareholder Action. For
the purpose of determining shareholders entitled to notice of a
shareholders' meeting, to demand a special meeting, to vote, or to take
any other action, the Board of Directors may fix a future date as the
record date, which date shall be not more than seventy (70) days prior to
the date on which the particular action, requiring a determination of
shareholders, is to be taken. A determination of shareholders entitled to
notice of or to vote at a shareholders' meeting is effective for any
adjournment of the 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. If no record
date is fixed by the Board of Directors, the record date shall be
determined in accordance with the provisions of the Code.

                              ARTICLE NINE
                             Indemnification

Section 9.1 Definitions. As used in this Article, the term:

(a) "Corporation" includes any domestic or foreign predecessor entity of
this corporation in a merger or other transaction in which the
predecessor's existence ceased upon consummation of the transaction.

(b) "Director" means an individual who is or was a director of the
corporation or an individual who, while a director of the corporation, is
or was serving at the corporation's request as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or
other enterprise. A director is considered to be serving an employee
benefit plan at the corporation's request if his duties to the
corporation also impose duties on, or otherwise involve services by, him
to the plan or to participants in or beneficiaries of the plan.
"Director" includes, unless the context requires otherwise, the estate or
personal representative of a director.

(c) "Expenses" includes attorneys' fees.

(d) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an
employee benefit plan), or reasonable expenses incurred with respect to a
proceeding.

(e) "Officer" means an individual who is or was an officer of the
corporation or an individual who, while an officer of the corporation, is
or was serving at the corporation's request as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or
other enterprise. An officer is considered to be serving an employee
benefit plan at the corporation's request if his duties to the
corporation also impose duties on, or otherwise involve services by, him
to the plan or to participants in or beneficiaries of the plan. "Officer"
includes, unless the context requires otherwise, the estate or personal
representative of an officer.

(f) "Party" includes an individual who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.

(g) "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.

Section 9.2 Basic Indemnification Arrangement.

(a) Except as provided in subsections 9.2(d) and 9.2(e) below, the
corporation shall indemnify an individual who is made a party to a
proceeding because he is or was a director or officer against liability
incurred by him 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.

(b) A person's conduct with respect to an employee benefit plan for a
purpose he believed in good faith to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies
the requirement of subsection 9.2(a).

(c) The termination of a proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent shall
not, of itself, be determinative that the proposed indemnitee did not
meet the standard of conduct set forth in subsection 9.2(a).

(d) The corporation shall not indemnify a person under this Article in
connection with (i) a proceeding by or in the right of the corporation in
which such person was adjudged liable to the corporation, or (ii) any
proceeding in which such person was adjudged liable on the basis that he
improperly received a personal benefit unless, and then only to the
extent that, a court of competent jurisdiction determines pursuant to
Section 14-2-854 of the Code that in view of the circumstances of the
case, such person is fairly and reasonably entitled to indemnification.

(e) Indemnification permitted under this Article in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

Section 9.3 Advances for Expenses.

(a) The corporation shall pay for or reimburse the reasonable expenses
incurred by a director or officer as a party to a proceeding in advance
of final disposition of the proceeding if:

(i) such person furnishes the corporation a written affirmation of his
good faith belief that he has met the standard of conduct set forth in
subsection 9.2(a) above; and

(ii) such person furnishes the corporation a written undertaking (meeting
the qualifications set forth below in subsection 9.3(b)), executed
personally or on his behalf, to repay any advances if it is ultimately
determined that he is not entitled to indemnification under this Article
or otherwise.

(b) The undertaking required by subsection 9.3(a)(ii) above must be an
unlimited general obligation of the proposed indemnitee but need not be
secured and may be accepted without reference to financial ability to
make repayment.

Section 9.4 Authorization of and Determination of Entitlement to
Indemnification.

(a) The corporation acknowledges that indemnification of a director or
officer under Section 9.2 has been pre-authorized by the corporation in
the manner described in subsection 9.4(b) below. Nevertheless, the
corporation shall not indemnify a director or officer under Section 9.2
unless a separate determination has been made in the specific case that
indemnification of such person is permissible in the circumstances
because he has met the standard of conduct set forth in subsection
9.2(a); provided, however, that regardless of the result or absence of
any such determination, and unless limited by the articles of
incorporation of the corporation, to the extent that a director or
officer has been successful, on the merits or otherwise, in the defense
of any proceeding to which he was a party, or in defense of any claim,
issue or matter therein, because he is or was a director or officer, the
corporation shall indemnify such person against reasonable expenses
incurred by him in connection therewith.

(b) The determination referred to in subsection 9.4(a) above shall be
made, at the election of the board of directors:

(i) by the board of directors of the corporation by majority vote of a -
quorum consisting of directors not at the time parties to the proceeding;

(ii) if a quorum cannot be obtained under subdivision (i), by majority
vote of a committee duly designated by the board of directors (in which
designation directors who are parties may participate), consisting solely
of two or more directors not at the time parties to the proceeding;

(iii) by special legal counsel:

(1) selected by the board of directors or its committee in the manner
prescribed in subdivision (i) or (ii); or

(2) if a quorum of the board of directors cannot be obtained under
Subdivision (i) and a committee cannot be designated under subdivision
(ii), selected by a majority vote of the full board of directors (in
which selection directors who are parties may participate); or

(iv) by the shareholders; provided that shares owned by or voted under
the control of directors or officers who are at the time parties to the
proceeding may not be voted on the determination.

(c) As acknowledged above, the corporation has pre-authorized the
indemnification of directors and officers hereunder, subject to a case-
by-case determination that the proposed indemnitee met the applicable
standard of conduct under subsection 9.2(a). Consequently, no further
decision need or shall be made on a case-by-case basis as to the
authorization of the corporation's indemnification of directors or
officers hereunder. Nevertheless, evaluation as to reasonableness of
expenses of a director or officer in the specific case shall be made in
the same manner as the determination that indemnification is permissible,
as described in subsection 9.4(b) above, except that if the determination
is made by special legal counsel, evaluation as to reasonableness of
expenses shall be made by those entitled under subsection 9.4(b)(iii) to
select counsel.

Section 9.5 Court-Ordered Indemnification and Advances for Expenses.
Unless this corporation's articles of incorporation provide otherwise, a
director or officer who is a party to a proceeding may apply for
indemnification or advances for expenses to the court conducting the
proceeding or to another court of competent jurisdiction. On receipt of
an application, the court, after giving any notice the court considers
necessary, may order indemnification or advances for expenses if it
determines that:

(i) The applicant is entitled to mandatory indemnification under the
final clause of subsection 9.4(a) above (in which case the corporation
shall pay the indemnitee's reasonable expenses incurred to obtain court-
ordered indemnification);

(ii) The applicant is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not he met the
standard of conduct set forth in subsection 9.2(a) above or was adjudged
liable as described in subsection 9.2(d) above (but if he was adjudged so
liable, any court-ordered indemnification shall be limited to reasonable
expenses incurred by the indemnitee unless the articles of incorporation
of this corporation or a bylaw, contract or resolution approved or
ratified by shareholders pursuant to Section 9.7 provides otherwise); or

(iii) In the case of advances for expenses, the applicant is entitled
pursuant to the articles of incorporation, bylaws or any applicable
resolution or agreement, to payment for or reimbursement of his
reasonable expenses incurred as a party to a proceeding in advance of
final disposition of the proceeding.

Section 9.6 Indemnification of Employees and Agents. Unless this
corporation's articles of incorporation provide otherwise, the
corporation may indemnify and advance expenses under this Article to an
employee or agent of the corporation who is not a director or officer to
the same extent as to a director or officer.

Section 9.7 Shareholder Approved Indemnification.

(a) If authorized by the articles of incorporation or a bylaw, contract
or resolution approved or ratified by shareholders of the corporation by
a majority of the votes entitled to be cast, the corporation may
indemnify or obligate itself to indemnify a person made a party to a
proceeding, including a proceeding brought by or in the right of the
corporation, without regard to the limitations in other sections of this
Article. The corporation shall not indemnify a person under this Section
9.7 for any liability incurred in a proceeding in which the person is
adjudged liable to the corporation or is subjected to injunctive relief
in favor of the corporation:

(i) for any appropriation, in violation of his duties, of any business
opportunity of the corporation;

(ii) for acts or omissions which involve intentional misconduct or a
knowing violation of law;

(iii) for the types of liability set forth in Section 14-2-832 of the
Code; or

(iv) for any transaction from which he received an improper personal
benefit.

(b) Where approved or authorized in the manner described in subsection
9.7(a) above, the corporation may advance or reimburse expenses incurred
in advance of final disposition of the proceeding only if:

(i) the proposed indemnitee furnishes the corporation a written
affirmation of his good faith belief that his conduct does not constitute
behavior of the kind described in subsection 9.7(a)(i) - (iv) above; and

(ii) the proposed indemnitee furnishes the corporation a written
undertaking, executed personally, or on his behalf, to repay any advances
if it is ultimately - determined that he is not entitled to
indemnification.

Section 9.8 Liability Insurance. The corporation may purchase and
maintain insurance on behalf of a director or officer or an individual
who is or was an employee or agent of the corporation or who, while an
employee or agent of the corporation, is or was serving at the request of
the corporation as a director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise against
liability asserted against or incurred by him in that capacity or arising
from his status as a director, officer, employee, or agent, whether or
not the corporation would have power to indemnify him against the same
liability under Section 9.2, Section 9.3 or Section 9.4 above.

Section 9.9 Witness Fees. Nothing in this Article shall limit the
corporation's power to pay or reimburse expenses incurred by a person in
connection with his appearance as a witness in a proceeding at a time
when he has not been made a named defendant or respondent in the
proceeding.

Section 9.10 Report to Shareholders. If the corporation indemnifies or
advances expenses to a director in connection with a proceeding by or in
the right of the corporation, the corporation shall report the
indemnification or advance, in writing, to the shareholders with or
before the notice of the next shareholders' meeting.

Section 9.11 Amendments; severability. No amendment, modification or
rescission of this Article Nine, or any provision hereof, the effect of
which would diminish the rights to indemnification or advancement of
expenses as set forth herein shall be effective as to any person with
respect to any action taken or omitted by such person prior to such
amendment, modification or rescission. In the event that any of the
provisions of this Article (including any provision within a single
section, subsection, division or sentence) is held by a court of
competent jurisdiction to be invalid, void or otherwise unenforceable,
the remaining provisions of this Article shall remain enforceable to the
fullest extent permitted bylaw.

                              ARTICLE TEN
                              Miscellaneous

Section 10.1 Inspection of Books and Records. The Board of Directors
shall have power to determine which accounts, books and records of the
corporation shall be opened to the inspection of shareholders, except
those as may by law specifically be made open to inspection, and shall
have power to fix reasonable rules and regulations not in conflict with
the applicable law for the inspection of accounts, books and records
which by law or by determination of the Board of Directors shall be open
to inspection. Without the prior approval of the Board of Directors in
their discretion, the right of inspection set forth in Section 14-2-
1602(c) of the Code shall not be available to any shareholder owning two
(2%) percent or less of the shares outstanding.

Section 10.2 Fiscal Year. The Board of Directors is authorized to fix the
fiscal year of the corporation and to change the same from time to time
as it deems appropriate.

Section 10.3 Corporate Seal. If the Board of Directors determines that
there should be a corporate seal for the corporation, it shall be in the
form as the Board of Directors may from time to time determine.

Section 10.4 Annual Financial Statements. In accordance with the Code,
the corporation shall prepare and provide to shareholders such financial
statements as may be required by the Code.

Section 10.5 Conflict with Articles of Incorporation. In the event that
any provision of these bylaws conflicts with any provision of the
articles of incorporation, the articles of incorporation shall govern.

                              ARTICLE ELEVEN
                               Amendments

Section 11.1 Power to Amend Bylaws The Board of Directors shall have
power to alter, amend or repeal these bylaws or adopt new bylaws, but any
bylaws adopted by the Board of Directors may be altered, amended or
repealed, and new bylaws adopted, by the shareholders. The shareholders
may prescribe by expressing in the action they take in adopting or
amending any bylaw or bylaws that the bylaw or bylaws so adopted or
amended shall not be altered, amended or repealed by the Board of
Directors.