EXHIBIT 10.9

                          CAC II SPECIAL GENERAL, INC.

                                     BYLAWS

                                    ARTICLE I
                            MEETINGS OF SHAREHOLDERS

         1.1 PLACE AND TIME OF MEETINGS.  Meetings of shareholders shall be held
at such place,  either within or without the  Commonwealth  of Virginia,  and at
such time,  as may be provided in the notice of the meeting and  approved by the
President or the Board of Directors.

         1.2 ANNUAL MEETING.  The annual meeting of shareholders,  shall be held
on the  second  Tuesday  in  August of each  year,  or on such  date,  as may be
designated  by  resolution  of the Board of Directors  from time to time for the
purpose of electing directors and conducting such other business as may properly
come before the meeting.

         1.3  SPECIAL  MEETINGS.  Special  meetings of the  shareholders  may be
called by the  President  or the Board of  Directors  and shall be called by the
Secretary upon demand of  shareholders  as required by law. Only business within
the  purpose  or  purposes  described  in the  notice  for a special  meeting of
shareholders may be conducted at the meeting.

         1.4 RECORD DATES. The Board of Directors may fix, in advance,  a record
date to make a determination  of shareholders  entitled to notice of, or to vote
at, any meeting of  shareholders,  to receive any  dividend or for any  purpose,
such date to be not more than  seventy  (70) days  before the  meeting or action
requiring a determination  of  shareholders.  If no such record date is set then
the  record  date shall be the close of  business  on the day before the date on
which the first notice is given.

         When a determination of shareholders  entitled to notice of, or to vote
at, any  meeting of  shareholders  has been made,  such  determination  shall be
effective for any adjournment of the meeting unless the Board of Directors fixes
a new record date,  which it shall do if the meeting is adjourned to a date more
than one  hundred  twenty  (120)  days  after the date  fixed  for the  original
meeting.

         1.5 NOTICE OF MEETINGS.  Written notice stating the place, day and hour
of each meeting of shareholders  and, in case of a special meeting,  the purpose
or purposes  for which the

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meeting  is  called,  shall be given not less than ten (10) nor more than  sixty
(60) days  before  the date of the  meeting  (except  when a  different  time is
required  in these  Bylaws or by law)  either  personally  or by mail,  courier,
facsimile,  email,  or other  form of wire or  wireless  communication,  to each
shareholder of record  entitled to vote at such meeting.  Each such notice shall
be deemed  effective on: (a) the fifth (5th)  business day after being mailed by
United States certified mail, return receipt requested, postage prepaid; (b) the
day when  delivered by hand;  (c) the first  business day after being  deposited
with a national overnight courier;  or (d) the day when transmitted by facsimile
or email with confirmation of receipt or successful transmission.

         If a meeting is adjourned to a different  date,  time or place,  notice
need not be given if the new date,  time or place is  announced  at the  meeting
before  adjournment.  However,  if a new record date for an adjourned meeting is
fixed,  notice of the adjourned meeting shall be given to shareholders as of the
new record date, unless a court of competent jurisdiction provides otherwise.

         1.6 WAIVER OF NOTICE.  A shareholder  may waive any notice  required by
law, the Articles of  Incorporation or these Bylaws before or after the date and
time of the meeting that is the subject of such  notice.  The waiver shall be in
writing,  be signed by the shareholder  entitled to the notice, and be delivered
to the Secretary of the  Corporation for inclusion in the minutes or filing with
the corporate records.

         A shareholder who attends a meeting waives any objection (a) 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 (b) 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.

         1.7 QUORUM AND VOTING REQUIREMENTS. Unless otherwise required by law, a
majority of the votes  entitled to be cast on a matter  constitutes a quorum for
action on that matter. Once a share is represented for any purpose at a meeting,
it is deemed  present for quorum  purposes for the  remainder of the meeting and
for any  adjournment of that meeting unless a new record date is or shall be set
for that adjourned meeting. If a quorum exists,  action on a matter,  other than
the  election of  directors,  is approved if the votes cast  favoring the action
exceed  the  votes  cast  opposing  the  action,  unless  a  greater  number  of
affirmative votes is required by law.  Directors shall be elected by a plurality
of the votes cast by the shares entitled


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to vote in the  election at a meeting at which a quorum is present.  Less than a
quorum may adjourn a meeting.

         1.8 ACTION WITHOUT MEETING. Action required or permitted to be taken at
a meeting of the  shareholders may be taken without a meeting and without action
by the  Board of  Directors  if the  action  is  taken  by all the  shareholders
entitled to vote on the action.  The action  shall be  evidenced  by one or more
written consents describing the action taken, signed by all the shareholders and
delivered to the  Secretary of the  Corporation  for inclusion in the minutes or
filing with the corporate  records.  Action taken by unanimous  consent shall be
effective  according to its terms when all consents are in the possession of the
Corporation,  unless the consent specifies a different  effective date, in which
event the action  taken  shall be  effective  as of the date  specified  therein
provided that the consent  states the date of execution by each  shareholder.  A
shareholder  may  withdraw  a consent  only by  delivering  a written  notice of
withdrawal  to the  Corporation  prior to the time that all  consents are in the
possession of the Corporation.

         If not  otherwise  fixed  pursuant to the  provisions  of Section,  the
record date for  determining  shareholders  entitled  to take  action  without a
meeting is the date the first  shareholder  signs the consent  described  in the
preceding paragraph.

                                   ARTICLE II
                                    DIRECTORS

         2.1 GENERAL POWERS.  The  Corporation  shall have a Board of Directors.
All  corporate  powers shall be exercised by or under the  authority of, and the
business and affairs of the  Corporation  managed  under the  direction  of, its
Board of  Directors,  subject to any  limitation  set forth in the  Articles  of
Incorporation.  Notwithstanding  any  provision of these Bylaws to the contrary,
the   Corporation   shall  comply  with  all   provisions  of  its  Articles  of
Incorporation  regarding  the  Board  of  Directors,  including  any  provisions
relating to the composition thereof or approval thereby.

         2.2  NUMBER,  TERM  AND  ELECTION.  The  number  of  directors  of  the
Corporation  shall be a minimum of one (1) and a maximum of five (5). The number
of directors  may be fixed or changed from time to time,  within the minimum and
the  maximum,  by the  shareholders  or by the  Board  of  Directors.  Only  the
shareholders  may  change  the  range of the size of the Board of


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Directors  or  determine  whether the Board of  Directors  shall have a fixed or
variable  size.  No decrease in number shall have the effect of  shortening  the
term of any incumbent director. Each director shall hold office until his death,
resignation, retirement or removal, or until his successor is elected.

         Except as provided in Section 2.3 of this Article, the directors (other
than initial  directors) shall be elected by the holders of the Common Shares at
the annual meeting of  shareholders,  and those persons who receive the greatest
number of votes  shall be  deemed  elected  even  though  they do not  receive a
majority  of the  votes  cast.  No  individual  shall be named or  elected  as a
director without his prior consent.

         2.3  REMOVAL AND  VACANCIES.  The  shareholders  may remove one or more
directors,  with or  without  cause,  if the  number of votes cast to remove him
constitutes  a  majority  of the votes  entitled  to be cast at an  election  of
directors.  A  director  may be removed  by the  shareholders  only at a meeting
called for the  purpose of removing  him and the meeting  notice must state that
the purpose, or one of the purposes of the meeting, is removal of the director.

         A vacancy on the Board of Directors, including a vacancy resulting from
the  removal of a director or an  increase  in the number of  directors,  may be
filled  by (a)  the  shareholders,  (b)  the  Board  of  Directors  or  (c)  the
affirmative  vote of a majority of the  remaining  directors  though less than a
quorum of the Board of  Directors,  and may, in the case of a  resignation  that
will become  effective at a specified  later date,  be filled before the vacancy
occurs but the new director may not take office until the vacancy occurs.

         2.4  ANNUAL AND  REGULAR  MEETINGS.  An annual  meeting of the Board of
Directors,   which  shall  be  considered  a  regular  meeting,  shall  be  held
immediately  following each annual meeting of  shareholders,  for the purpose of
electing  officers  and  carrying on such other  business as may  properly  come
before  the  meeting.  The  Board of  Directors  may also  adopt a  schedule  of
additional meetings which shall be considered regular meetings. Regular meetings
shall  be  held  at such  times  and at  such  places,  within  or  without  the
Commonwealth  of Virginia,  as the  President  or the Board of  Directors  shall
designate from time to time. If no place is designated,  regular  meetings shall
be held at the principal office of the Corporation.

         2.5 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the President or a majority of the directors of the  Corporation,  and
shall  be  held  at such  times  and at  such  places,  within  or  without  the
Commonwealth  of Virginia,  as the person or persons  calling


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the meetings shall designate.  If no such place is designated in the notice of a
meeting, it shall be held at the principal office of the Corporation.

         2.6 NOTICE OF MEETINGS.  No notice need be given of regular meetings of
the Board of Directors.

         Notices of special meetings of the Board of Directors shall be given to
each  director in person or delivered to his  residence or business  address (or
such other place as he may have  directed in writing) not less than  twenty-four
(24) hours before the meeting by mail, courier,  facsimile, email, or other form
of wire or wireless communication or by telephoning such notice to him. Any such
notice  shall set forth the time and place of the  meeting and state the purpose
for which it is called.

         2.7 WAIVER OF NOTICE;  ATTENDANCE AT MEETING.  A director may waive any
notice required by law, the Articles of Incorporation, or these Bylaws before or
after  the  date  and time  stated  in the  notice,  and  such  waiver  shall be
equivalent  to the  giving  of such  notice.  Except  as  provided  in the  next
paragraph  of this  section,  the  waiver  shall be in  writing,  signed  by the
director entitled to the notice and filed with the minutes or corporate records.

         A director who attends or participates at 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.

         2.8  QUORUM;  VOTING.  A majority of the number of  directors  fixed in
these Bylaws  shall  constitute  a quorum for the  transaction  of business at a
meeting of the Board of Directors.  If a quorum is present when a vote is taken,
the  affirmative  vote of a majority of the directors  present is the act of the
Board of  Directors.  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 (a) he objects at
the  beginning of the meeting,  or promptly  upon his arrival,  to holding it or
transacting  specified  business at the  meeting;  or (b) he votes  against,  or
abstains from, the action taken.

         2.9 TELEPHONIC  MEETINGS.  The Board of Directors may permit any or all
directors  to  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


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during  the  meeting.  A  director  participating  in a meeting by this means is
deemed to be present in person at the meeting.

         2.10 ACTION WITHOUT  MEETING.  Action required or permitted to be taken
at a meeting  of the Board of  Directors  may be taken  without a meeting if the
action is taken by all members of the Board.  The action  shall be  evidenced by
one or more written consents  stating the action taken,  signed by each director
either  before or after the action  taken,  and included in the minutes or filed
with the corporate records reflecting the action taken.  Action taken under this
section shall be effective  when the last director  signs the consent unless the
consent specifies a different effective date, in which event the action taken is
effective as of the date specified  therein provided the consent states the date
of execution by each director.

         2.11  COMPENSATION.  The Board of Directors may fix the compensation of
directors  and may provide for the payment of all  expenses  incurred by them in
attending meetings of the Board of Directors.

                                   ARTICLE III
                                    OFFICERS

         3.1 OFFICERS. The officers of the Corporation shall be a President and
a  Secretary  and,  in the  discretion  of the Board of  Directors,  such  other
officers as may be deemed necessary or advisable to carry on the business of the
Corporation. Any two or more offices may be held by the same person.

         3.2 ELECTION AND TERM.  Officers shall be elected at the annual meeting
of the Board of Directors  and may be elected at such other time or times as the
Board of Directors  shall  determine.  They shall hold office,  unless  removed,
until  the next  annual  meeting  of the  Board  of  Directors  or  until  their
successors  are elected.  Any officer may resign at any time upon written notice
to the Board of Directors,  and such resignation  shall be effective when notice
is delivered unless the notice specifies a later effective date.

         3.3 REMOVAL OF OFFICERS.  The Board of Directors may remove any officer
at any time, with or without cause.

         3.4 DUTIES OF  OFFICERS.  The  President  shall be the chief  executive
officer of the Corporation. He and the other officers shall have such powers and
duties as generally  pertain to their respective  offices as well as such powers
and  duties  as may be  delegated  to them  from  time


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to time by the Board of Directors.  The President, if present, shall be chairman
of all meetings of the shareholders  and the Board of Directors,  as well as any
committee of which he is a member.

                                   ARTICLE IV
                               SHARE CERTIFICATES

         4.1 FORM. Shares of the Corporation,  when fully paid, may be evidenced
by certificates  containing such  information as is required by law and approved
by the  Board of  Directors.  Any  share  certificates  shall be  signed  by the
President  and the  Secretary  and may (but need not) be sealed with the seal of
the  Corporation.  The seal of the  Corporation  and any or all  signatures on a
share certificate may be facsimile. The validity of a share certificate that has
been duly signed by an officer of the  Corporation  shall not be affected in any
way in the event that such officer,  subsequent to such signature,  ceases to be
an officer of the Corporation.

         4.2  TRANSFER.  The Board of Directors  may make rules and  regulations
concerning the issue, registration and transfer of certificates representing the
shares  of  the  Corporation.  Transfers  of  shares  and  of  the  certificates
representing  such  shares  shall be made upon the books of the  Corporation  by
surrender of the certificates  representing  such shares  accompanied by written
assignments given by the owners or their attorneys-in-fact.

         4.3 RESTRICTIONS ON TRANSFER.  A lawful  restriction on the transfer or
registration of transfer of shares is valid and  enforceable  against the holder
or a transferee of the holder if the restriction  complies with the requirements
of law and its  existence  is noted  conspicuously  on the  front or back of the
certificate  representing  the  shares.  Unless  so noted a  restriction  is not
enforceable against a person without knowledge of the restriction.

         4.4 LOST OR DESTROYED SHARE  CERTIFICATES.  The Corporation may issue a
new share certificate in the place of any certificate  theretofore  issued which
is  alleged to have been lost or  destroyed  and may  require  the owner of such
certificate,  or his legal representative,  to give the Corporation a bond, with
or without surety, or such other agreement, undertaking or security as the Board
of Directors  shall  determine is  appropriate,  to  indemnify  the  Corporation
against any claim that may be made  against it on account of the alleged loss or
destruction or the issuance of any such new certificate.

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                                    ARTICLE V
                            MISCELLANEOUS PROVISIONS

         5.1 CORPORATE  SEAL.  The corporate  seal of the  Corporation,  if any,
shall be  circular  and shall  have  inscribed  thereon,  within  and around the
circumference the full name of the Corporation.  In the center shall be the word
"SEAL" or a substantially similar term.

         5.2 FISCAL YEAR. The fiscal year of the Corporation shall be determined
in the  discretion  of the Board of  Directors,  but in the  absence of any such
determination it shall be the calendar year.

         5.3 AMENDMENTS.  Except as otherwise  provided by law, these Bylaws may
be amended  or  repealed,  and new Bylaws may be made at any  regular or special
meeting of the Board of Directors.  Bylaws made by the Board of Directors may be
repealed  or changed  and new Bylaws  may be made by the  shareholders,  and the
shareholders  may  prescribe  that any Bylaw made by them shall not be  altered,
amended or repealed by the Board of Directors.

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