EXHIBIT 3.04


                                     BYLAWS

                                       OF

                            LAW COMPANIES GROUP, INC.

                              A Georgia Corporation











                                 As restated on
                                   May 6, 1997


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                                                         1
                                                                 S2-338519.4
                                   ARTICLE ONE

                                     Offices

     1.1  The Corporation shall maintain a registered office and shall appoint a
          registered  agent  at  such  office.  The  registered  office  of  the
          Corporation and the registered agent of the Corporation at such office
          may be  changed  from  time to time by the Board of  Directors  in the
          manner specified by law.

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


                                   ARTICLE TWO

                             Shareholders' Meetings

     2.1  All  meetings  of the  shareholders  shall  be held  at the  principal
          offices of the Corporation, or at such place as may be fixed from time
          to time by the Board of Directors.

     2.2  An annual  meeting  of the  shareholders  shall be held in May in each
          year at the principal  office of the Corporation or at such other time
          and place as may be fixed from time to time by the Board of Directors.
          At such meeting,  or at a substitute annual meeting of shareholders or
          at a special meeting of shareholders,  the shareholders shall elect by
          a plurality vote a Board of Directors and transact such other business
          as may properly be brought before the meeting. Unless a shareholder so
          demands, the election of directors need not be by written ballot.

     2.3  Unless  otherwise  prescribed  by law or by the  Restated  Articles of
          Incorporation of the Corporation (as such Articles may be amended from
          time to time, the "Articles of Incorporation"):

               (a)  Special  meetings  of the  shareholders,  for any purpose or
                    purposes,  may be called by the Chairman of the Board or the
                    Chief Executive  Officer and shall be called by the Chairman
                    of the Board, Chief Executive Officer, or the Secretary when
                    so directed by the Board of Directors or required  under the
                    Articles of Incorporation, or at the request, in writing, of
                    a majority of the directors,  or at the request, in writing,
                    of shareholders  owning at least a majority in amount of the
                    entire   capital  stock  of  the   Corporation   issued  and
                    outstanding  and entitled to vote.  Such request shall state
                    the purpose or purposes of the proposed meeting.



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              (b)     Special  meetings  of the  holders  of  Common  Stock  (as
                      defined in the Articles of Incorporation), for any purpose
                      or purposes, shall be called by the Chairman of the Board,
                      the Chief  Executive  Officer,  or the  Secretary,  at the
                      written  request of any two or more Common  Directors  (as
                      defined  in  the  Articles  of  Incorporation),  or at the
                      written  request of holders of a majority in amount of the
                      issued and  outstanding  Common Stock.  Such request shall
                      state the purpose or purposes of the proposed meeting.

              (c)     Special  meetings  of the holders of  Preferred  Stock (as
                      defined in the Articles of Incorporation), for any purpose
                      or purposes, shall be called by the Chairman of the Board,
                      the Chief  Executive  Officer,  or the  Secretary,  at the
                      written request of any two or more Preferred Directors (as
                      defined  in  the  Articles  of  Incorporation),  or at the
                      written  request of holders of a majority in amount of the
                      issued and outstanding Preferred Stock. Such request shall
                      state the purpose or purposes of the proposed meeting.

     2.4  Except  as   otherwise   required  by  statute  or  the   Articles  of
          Incorporation,  written  notice of each  meeting of the  shareholders,
          whether annual or special,  shall be served,  either  personally or by
          mail,  upon  each  shareholder  of  record  entitled  to  vote at such
          meeting,  not less than ten,  nor more than fifty  days,  before  such
          meeting.  If mailed, such notice shall be directed to a shareholder at
          his post office address last shown on the records of the  Corporation.
          Notice of any special meeting of shareholders  shall state the purpose
          or purposes for which the meeting is called.  Notice of any meeting of
          shareholders shall not be required to be given to any shareholder who,
          in person or by his attorney  thereunto  authorized,  either before or
          after  such  meeting,  shall  waive  such  notice.   Attendance  of  a
          shareholder  at a  meeting,  either in  person  or by proxy,  shall of
          itself  constitute  waiver  of  notice  and  waiver  of  any  and  all
          objections to the place of the meeting,  the time of the meeting,  and
          to the manner in which it has been called or  convened,  except when a
          shareholder  attends a meeting  solely for the purpose of stating,  at
          the beginning of the meeting,  any such objection or objections to the
          transactions of business. The notice of any adjourned meeting need not
          be given  otherwise than by  announcement  at the meeting at which the
          adjournment is taken.

     2.5  The  holders of a majority  of the stock  issued and  outstanding  and
          entitled to vote,  present in person or represented in proxy, shall be
          requisite  and  shall  constitute  a  quorum  at all  meetings  of the
          shareholders  for the  transaction  of  business,  except as otherwise
          provided by law, by the Articles of  Incorporation or by these Bylaws.
          If. however,  such majority shall not be present or represented at any
          meeting  of  the  shareholders,  the  shareholders  entitled  to  vote
          thereat,  present  in person or by proxy,  shall have power to adjourn
          the meeting from time to time,  without notice other than announcement
          at the meeting,  until the  requisite  amount of voting stock shall be
          present.  At such adjourned meeting at which a quorum shall be present
          in person or by proxy,  any business may be transacted that might have
          been transacted at the meeting as originally called.


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     2.6  At  every  meeting  of  the   shareholders,   including   meetings  of
          shareholders for the election of directors, any shareholder having the
          right to vote shall be entitled to vote in person or by proxy,  but no
          proxy  shall be voted  after  eleven  months from its date unless said
          proxy provides for a longer period.  Each  shareholder  shall have one
          vote for each share of stock having  voting  power,  registered in his
          name on the  books of the  Corporation.  If a quorum is  present,  the
          affirmative  vote of the  majority  of the shares  represented  at the
          meeting and entitled to vote on the subject matter shall be the act of
          the shareholders, except as otherwise provided by law, by the Articles
          of Incorporation or by these Bylaws.

     2.7  Whenever the vote of  shareholders at a meeting thereof is required or
          permitted to be taken in  connection  with any corporate  action,  the
          notice of the meeting, the meeting and vote of the shareholders may be
          dispensed  with,  if all of  the  shareholders  who  would  have  been
          entitled  to vote upon the  action  if such  meeting  were held  shall
          consent in writing to such corporate action being taken.


                                  ARTICLE THREE

                                    Directors

     3.1  Except  as may be  otherwise  provided  by any legal  agreement  among
          shareholders, or by the Articles of Incorporation, or by these Bylaws,
          the property, business and affairs of the Corporation shall be managed
          under the  direction  of its Board of  Directors.  In  addition to the
          powers and authority by these Bylaws expressly  conferred upon it, the
          Board of Directors may exercise all such powers of the Corporation and
          do all such  lawful  acts and  things as 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.

     3.2  The Board of Directors shall consist of an odd number of members,  and
          shall consist of at least nine members, the precise number to be fixed
          by  resolution  of  the  directors  from  time  to  time.   Except  as
          specifically  noted below or in the  Articles of  Incorporation,  each
          director  (whether  elected at an annual  meeting of  shareholders  or
          otherwise)  shall hold office until the annual meeting of shareholders
          held next after his election and until a qualified  successor shall be
          elected, or until his earlier death, resignation,  incapacity to serve
          or removal.  Directors  need not be  shareholders.  Outside  directors
          shall  not  be  considered  to  be  employees  even  though  they  are
          compensated for their services.  Outside  directors may be compensated
          as  determined  from  time to  time  by  resolution  of the  Board  of
          Directors.  No person  shall serve as a director  until he reaches the
          age of 25 or after he reaches the age of 75.



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     3.3  If any vacancy  shall occur  among the  directors  by reason of death,
          removal, resignation,  incapacity to serve, increase in the authorized
          number of directors,  removal,  or otherwise,  the remaining directors
          shall  continue to act, and such  vacancies may be filled,  subject to
          the requirements of the Articles of  Incorporation,  for the unexpired
          term, in the case of a Preferred  Director  vacancy,  by a majority of
          the holders of a majority of the Preferred Stock, and in the case of a
          Common  Director  vacancy,  by a  majority  of  the  remaining  Common
          Directors,  in either  case,  though  less than a quorum,  and, if not
          theretofore  filled by such action,  may be filled by the shareholders
          at any meeting held during the  existence  of such vacancy  subject to
          the requirements of the Articles of Incorporation. Notwithstanding the
          foregoing,  in the event there is a vacancy in the  position of "Swing
          Director" (as defined in the Articles of Incorporation), the Preferred
          Directors  shall maintain their right to approve the person  nominated
          to  fill  such  vacancy,  which  approval  shall  not be  unreasonably
          withheld.  A  director  may resign at any time and  acceptance  of his
          resignation  shall  not  be  necessary  to  make  it  effective.  Such
          resignation shall take effect at the time stated.

     3.4  Directors who are also employees of the Corporation, and directors who
          are also  holders of Preferred  Stock shall not be allowed  additional
          compensation  (in addition to their regular  employment  compensation)
          for  attendance  at  regular  or  special  meetings  of the  Board  of
          Directors or of any special or standing committees thereof.


                                  ARTICLE FOUR

                                   Committees

4.1(a) The  Board  of  Directors,  by  resolution  adopted  by a  three-quarters
     majority of the entire  Board,  may designate an Executive  Committee  (and
     other  committees) of not fewer than two directors,  and shall  designate a
     chairman. The Executive Committee shall include the Chief Executive Officer
     (or,  only if there are more  Preferred  Directors on the Board than Common
     Directors, one of the Common Directors) and one of the Preferred Directors,
     and such other  directors as may be selected by majority  vote of the Board
     of Directors; provided, however, no action of the Executive Committee shall
     be taken without the affirmative  vote of the Chief  Executive  Officer (or
     such Common  Director,  as  applicable)  and such Preferred  Director.  The
     Chairman of the Board and the Chief  Executive  Officer shall be ex-officio
     members of the other  committees,  which shall have and may  exercise  such
     powers as delegated to it by the Board of  Directors in the  management  of
     the property,  business and affairs of the  Corporation,  except the powers
     denied to the Executive Committee by these Bylaws.

4.1(b) The Board shall have power at any time by a three-quarters  majority vote
     of the entire  Board of  Directors  to remove any member of any  committee,
     including  the  Executive  Committee,  with or without  cause,  and to fill
     vacancies in and to dissolve the Executive Committee.



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4.1(c) Each member of the Executive  Committee shall hold office until the first
     meeting of the Board of Directors  after the annual meeting of shareholders
     next following his election and until his successor member of the Executive
     Committee is elected, or until his death,  resignation or removal, or until
     he shall cease to be a director.

4.1(d) During the intervals between the meetings of the Board of Directors,  the
     Executive  Committee  may  exercise  all of the  powers  of  the  Board  of
     Directors  in the  management  of  property,  business,  and affairs of the
     Corporation,   including   all  powers   herein  or  in  the   Articles  of
     Incorporation  specifically  granted  to the  Board of  Directors,  and may
     authorize the seal of the Corporation to be affixed to all papers which may
     require it; provided,  however, that the Executive Committee shall not have
     authority as to the following matters:

     (1)  The voluntary  dissolution  of the  Corporation or a revocation of any
          such voluntary dissolution;

     (2)  The merger or consolidation of the Corporation;

     (3)  The  sale,  lease  or  exchange  of 25% or more  of the  Corporation's
          operating  assets  in  a  single  transaction  or  series  of  related
          transactions;

     (4)  The  recommendation  to  the  shareholders  of  any  amendment  to the
          Articles of Incorporation;

     (5)  The removal of Directors or the filling of vacancies on the Board;

     (6)  The  designation  of any  committee of Directors or the filling of any
          vacancies in any such committee;

     (7)  The fixing of  compensation  of the Directors for serving on the Board
          or any committee of Directors;

     (8)  The  amendment  or  repeal of these  Bylaws,  or the  adopting  of new
          Bylaws;

     (9)  The  amendment or repeal of any  resolution  of the Board which by its
          terms shall not be so amendable or repealable;

     (10) The  declaration  or  authorization  of the payment of any dividend in
          cash,  property or stock, except with respect to any dividends payable
          with respect to Preferred Stock;



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     (11) Any action which,  by virtue of the Articles of  Incorporation  or any
          agreement with the Corporation,  must be taken by a vote of the Common
          Directors or the Preferred Directors.

     (12) Such other  matters as a  three-fourths  majority  of the Board  shall
          assign  to  another  committee  of the Board or  reserve  to the Board
          itself.

4.1(e) The  Executive  Committee  shall  meet  from  time to time on call of the
     Chairman of the Board or the Chief Executive Officer (or, only if there are
     more Preferred Directors on the Board than Common Directors,  by one Common
     Director),  or of any  two or  more  members  of the  Executive  Committee.
     Meetings  of the  Executive  Committee  may be held at such place or places
     within or without the State of Georgia,  as the Executive  Committee  shall
     determine  or as may be  specified  or fixed in the  respective  notices or
     waivers of such meetings.  The Executive Committee may fix its own rules of
     procedure including  provision for notice of its meetings.  It shall keep a
     record of its proceedings  and shall report these  proceedings to the Board
     of Directors  at the meeting  thereof held next after they have been taken,
     and all such proceedings  shall be subject to revision or alteration by the
     Board of  Directors,  except  where  action  shall  have been  taken by the
     Corporation or third parties have relied upon such proceedings  before such
     revision or alteration.

4.1(f) The  Executive  Committee  shall  act by  majority  vote of its  members,
     subject to the requirements of Section 4.1(a).

4.1(g)        The Board of Directors,  by resolution  adopted in accordance with
              paragraph (a) of this section, may designate one or more directors
              as  alternate  members of any such  committee,  who may act in the
              place and stead of any absent  member or members at any meeting of
              such committee.


                                  ARTICLE FIVE

                       Meetings of the Board of Directors

5.1  The Board of Directors shall hold at least four regular meetings each year.

5.2  Regular  meetings of the Board of Directors  may be held without  notice at
     such time and place  (within or without the State of Georgia) as shall from
     time to time be determined by the Board of Directors.



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5.3  Special meetings of the Board of Directors may be called by the Chairman of
     the Board or the Chief  Executive  Officer on not less than two days notice
     by mail,  telephonically,  via  facsimile,  or by  telegram,  cablegram  or
     personal  delivery to each  director and shall be called by the Chairman of
     the Board, the Chief Executive Officer, or the Secretary in like manner and
     on like  notice on the  written  request of a  majority  of  directors.  In
     addition,  up to one  special  meeting  of the Board of  Directors  in each
     fiscal year may be called by at least one-third of the Preferred  Directors
     in like manner and on like notice. Special meetings of the Common Directors
     shall be called by the Chairman of the Board, the Chief Executive  Officer,
     or the Secretary,  in like manner and on like notice on the written request
     of at least  one-half  of the Common  Directors.  Special  meetings  of the
     Preferred Directors shall be called by the Chairman of the Board, the Chief
     Executive Officer,  or the Secretary,  in like manner and on like notice on
     the written  request of at least one-half of the Preferred  Directors.  Any
     such  special  meeting  shall be held at such  time and  place  (within  or
     without  the State of  Georgia)  as shall be  stated  in the  notice of the
     meeting.

5.4  Notice  of any  special  meeting  of the  Board of  Directors,  the  Common
     Directors, or the Preferred Directors, shall state the purposes thereof.

5.5  At all  meetings of the Board of  Directors,  the presence of a majority of
     the  authorized  number of  directors  (and with respect to meetings of the
     Common Directors and Preferred Directors, a majority of such directors then
     in office) shall be necessary and sufficient to constitute a quorum for the
     transaction of business.  The act of a majority of the directors present at
     any  meeting  at which  there is a quorum  shall be the act of the Board of
     Directors  (or  the  Common  Directors  or  the  Preferred  Directors,   as
     applicable),  except as may be otherwise  specifically  provided by law, by
     the  Articles  of  Incorporation  or by these  Bylaws.  In the absence of a
     quorum at any such  meeting,  a majority  of the  directors  present at any
     meeting  may  adjourn  the  meeting  from  time to time  until a quorum  be
     present. Notice of any adjourned meeting need only be given by announcement
     at the meeting at which the adjournment is taken.

5.6  Action by  Consent.  Any  action  required  or  permitted  to be taken at a
     meeting of the Board of Directors or of any  committee  thereof,  or by the
     Common  Directors,  or by the Preferred  Directors,  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,  or all
     Common Directors,  or all Preferred  Directors,  as the case may be, and be
     filed with the minutes of the proceedings of the Board of Directors or such
     committee. Such consent shall have the same force and effect as a unanimous
     vote.

5.7  Action by Telephone Conference Call. Members of the Board of Directors,  or
     any  committee  designated  by  the  Board  of  Directors,  or  the  Common
     Directors, or the Preferred Directors,  may participate in a meeting of the
     Board or such  committee,  or a  meeting  of the  Common  Directors  or the
     Preferred  Directors,  as the case may be, by means of conference telephone
     or  similar  communications   equipment  by  means  of  which  all  persons
     participating  in the  meeting can hear each other and  participation  in a
     meeting  pursuant to this section  shall  constitute  presence in person at
     such meeting.



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5.8  Directors  may not vote by proxy at a  meeting  of the  Board,  the  Common
     Directors,  or the Preferred  Directors,  and each director  shall have one
     vote on each question.


                                   ARTICLE SIX

                                    Officers

6.1  The Board of Directors at its first  meeting  after each annual  meeting of
     shareholders  shall  elect by a majority  vote a Chairman  of the Board,  a
     President, a Secretary and a Treasurer. The Board at its first such meeting
     shall also  designate by a majority  vote a Chief  Executive  Officer.  The
     Executive  Committee  or any  member  of the  Board  may from  time to time
     nominate to the Board of Directors  other  officers  including  one or more
     Executive Vice Presidents,  one or more Senior Vice Presidents, one or more
     Vice  Presidents,  one or  more  Assistant  Vice  Presidents,  one or  more
     Assistant Treasurers,  and one or more Assistant Secretaries and such other
     officers  as the  Executive  Committee  or members of the Board  shall deem
     necessary.  The Board of  Directors  shall  elect any or all of such  other
     officers from such  nominations  and such other  officers  shall hold their
     offices for such terms as shall be determined by the Board of Directors and
     shall  exercise  such powers and perform such duties as shall be determined
     from time to time by the Board of  Directors.  Officers  may be elected and
     any  vacancies  may be filled by election at any meeting of the Board.  The
     Chief Executive  Officer shall have the authority to appoint such Assistant
     Secretaries and Assistant  Treasurers as he may deem necessary,  subject to
     ratification at the next regularly scheduled meeting of the Board.

6.2  Any person may hold any two or more offices, except that no person may hold
     both  the  offices  of  President  and  Secretary.  No  officer  need  be a
     shareholder.

6.3  The total  compensation  of all the  officers of the  Corporation  shall be
     fixed by the Board of  Directors.  The Board may delegate to a committee of
     directors the power to fix or approve the total  compensation  of officers.
     No person  who is also a director  shall vote as a director  or member of a
     committee in the  determination  of the amount of  compensation  payable to
     him.

6.4  Each officer of the  Corporation  shall hold office until his  successor is
     chosen  or  until  his  earlier  resignation,  death  or  removal,  or  the
     termination of his office. Notwithstanding any powers or authority given to
     the Executive  Committee,  the Chairman of the Board,  the Chief  Executive
     Officer, the President, the Secretary and the Treasurer may be removed only
     by the Board of Directors. Any other officer may be removed by the Board or
     by the  Executive  Committee.  Any  such  removal  by the  Board  or by the
     Executive  Committee may be with or without cause. An officer may resign at
     any time and acceptance of the  resignation  shall not be necessary to make
     it effective. Such resignation shall take effect at the time stated.



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                              Chairman of the Board

6.5  The Board shall elect a Chairman of the Board by a majority vote from their
     members at the first  board  meeting  subsequent  to the annual  meeting of
     shareholders.  He shall call,  or shall direct the  Secretary to call,  all
     regular  meetings of the Board and  shareholders  and shall preside at such
     meetings  and perform  such other  duties as these  Bylaws or the Board may
     prescribe.  He shall be  ex-officio a member of all Board  committees.  The
     Board  of  Directors  at any time  and  from  time to time  may  elect by a
     majority vote an Acting Chairman or a Temporary  Chairman of the Board. The
     Acting Chairman or Temporary Chairman shall have the powers and perform the
     duties of the Chairman while acting in that capacity.

                      Duties of the Chief Executive Officer

6.6(a) The Chief Executive Officer shall have general and active supervision and
     control of the property, business and affairs of the Corporation.

6.6(b) Without  limiting the generality of the  foregoing,  the Chief  Executive
Officer shall:

     (1)  Have  authority to  designate,  appoint,  and remove,  with or without
          cause, any agent or employee of the Corporation,  but he shall have no
          authority to appoint or remove any director or any officer  elected by
          the Board of Directors, except as provided in Section 6.1;

     (2)  See that all  resolutions,  orders  and  directives  of the  Board are
          carried into effect;

     (3)  Be an ex-officio member of all committees of the Board;

     (4)  Keep the Board and any  committees  of the Board fully  informed as to
          the  affairs  of  the   Corporation  and  shall  freely  consult  them
          concerning the affairs of the Corporation;

     (5)  Have  authority  to  sign,   execute  and  deliver,   with  any  other
          appropriate   officer  (if   required),   corporate   instruments   of
          conveyance,  instruments of  indebtedness  and  obligation  (including
          bonds), and contracts and other instruments and documents which may be
          authorized by the Board, except in cases where the signing, execution,
          or delivery  thereof  shall have been  delegated by these Bylaws or by
          the Board to some other officer or agent of the Corporation,  or shall
          be required by law otherwise to be signed, executed or delivered; and

     (6)  Perform  all  duties  incident  to the  office of the Chief  Executive
          Officer  as are  specifically  imposed  upon him by law and such other
          duties as the Board may prescribe from time to time.


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                             Duties of the President

6.7(a) The President  shall have those duties  assigned to him from time to time
     by the Board of  Directors.  In the event of the death or disability of the
     Chairman of the Board or the Chief Executive Officer,  or when specifically
     authorized by the Board of Directors,  the President  shall have the powers
     and  perform  the  duties of the  Chairman  of the Board  and/or  the Chief
     Executive Officer.

6.7(b) Without limiting the generality of the foregoing, the President shall:

     (1)  Direct, administer and coordinate the activities of the Corporation in
          accordance  with policies,  goals,  and objectives  established by the
          Chief  Executive  Officer and the Board of  Directors,  and assist the
          Chief Executive  Officer in the development of corporate  policies and
          goals  that  cover  Corporation   operations,   personnel,   financial
          performance and growth;

     (2)  Direct  corporate  operations to achieve  budgeted  profit results and
          other financial criteria;

     (3)  Direct the development and preparation of short-term plans and budgets
          based  upon the  broad  corporate  goals  and  growth  objectives  and
          recommends their adoption to the Chief Executive  Officer and Board of
          Directors;

     (4)  Develop  and  maintain  a sound  plan of  Corporate  organization  and
          establish  policies to insure adequate  management  development and to
          provide for capable management successions;

     (5)  Direct the  development and  installation of corporate  procedures and
          controls to maintain  communication  and adequate flow of  information
          and to  maintain  adequate  management  control and  direction  of the
          enterprise;

     (6)  Develop and establish corporate operating policies consistent with the
          Chief Executive Officer's broad policies and objectives and ensure the
          adequate execution thereof;

     (7)  Appraise and evaluate the results of overall operations  regularly and
          systematically and report these results to the Chief Executive Officer
          and Board of Directors;

     (8)  Direct the  development  and  establishment  of adequate and equitable
          personnel  policies,  salary  administration  policies,  and  employee
          benefit plans throughout the Corporation;



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     (9)  Assume other special activities and responsibilities from time to time
          as directed by the Chief Executive Officer; and

     (10) Perform  all  duties  incident  to  the  office  of  President  as are
          specifically  imposed  upon him by law and such other duties the Board
          may prescribe from time to time.

                                 Vice Presidents

6.8(a) The Vice Presidents shall perform such duties as are generally  performed
     by vice  presidents.  One or more Vice  Presidents  may be designated as an
     Executive  Vice  President.  The Vice  Presidents  shall perform such other
     duties and exercise such other powers as the Board of Directors,  the Chief
     Executive  Officer,  or  the  President  shall  request  or  delegate.  The
     Assistant Vice  Presidents  shall have such powers,  and shall perform such
     duties,  as may be prescribed  from time to time by the Board of Directors,
     the Chief Executive Officer, or the President.

6.8(b) In the  absence  of  the  President,  or in the  event  of his  death  or
     inability to act, the powers,  duties and  functions of his office shall be
     temporarily  performed and exercised by the Chief Executive Officer. If the
     office of Chief Executive  Officer is vacant,  then one or more of the Vice
     Presidents as prescribed or directed by the Board shall assume such powers,
     duties and functions  and when acting in such capacity the Chief  Executive
     Officer or such Vice President(s) shall be subject to all restrictions upon
     the President.

                                    Secretary

6.9(a) The Secretary shall attend all sessions of the Board of Directors and all
     meetings  of the  shareholders  and record all votes and the minutes of all
     proceedings  in books to be kept for that  purpose and shall  perform  like
     duties for the Board committee when required. He shall give, or cause to be
     given,  any notice required to be given,  or cause to be given,  any notice
     required to be given of any meetings of the  shareholders  and of the Board
     of  Directors,  and shall perform such other duties as may be prescribed by
     the Board of Directors,  the Chief Executive Officer, or the President. The
     Assistant  Secretary  or  Assistant  Secretaries  shall,  in the absence or
     disability  of the  Secretary,  or at his  request,  perform his duties and
     exercise his powers and authority.

6.9(b) He shall  assure that  minutes of all Board,  committee  or  shareholders
     meetings shall be reported as outlined above and submitted in final form to
     the proper parties in due course after meetings of the Board, committees or
     shareholders.

6.9  (c) He shall maintain  custody of the seal of the  Corporation and see that
     it is affixed to all  corporate  documents  required to be  executed  under
     seal.



<PAGE>


6.9(d) He shall  have  custody  of the  general  records  and  documents  of the
     Corporation  other than  those  required  to be kept in the  custody of the
     Treasurer  and/or the  Controller,  pursuant to any directive of the Board,
     the Chief Executive Officer, or the President consistent with these Bylaws.

                                    Treasurer

6.10(a) The  Treasurer  shall have charge of and be  responsible  for all funds,
     securities,  receipts  and  disbursements  of  the  Corporation  and  shall
     deposit,  or cause to be  deposited,  in the name of the  Corporation,  all
     monies or other valuable effects,  in such banks,  trust companies or other
     depositories  as shall,  from time to time, be selected by the Board or the
     Chief Executive Officer,.

6.10(b) He shall  keep  accurate  records  of same and keep the Chief  Executive
     Officer,  the  President  and the Board  fully  informed  as to all matters
     relating to the  business  and affairs of the  Corporation  for which he is
     responsible.

6.10(c) He shall render to the Chief  Executive  Officer,  the President and the
     Board  of  Directors,  whenever  requested,  an  account  of the  financial
     condition of the Corporation.

6.10(d) In  general,  he shall  perform  all duties  incident to the office of a
     Treasurer of a Corporation, and such other duties as may be assigned to him
     by the Board of Directors, the Chief Executive Officer, or the President.

                               Absence of Officer

6.11 In case of the absence of any officer of the Corporation,  or for any other
     reason  that the  Board of  Directors  may deem  sufficient,  the  Board of
     Directors may by a majority vote delegate,  for the time being,  any or all
     of the powers or duties of such  officer to any officer or to any  director
     pursuant to the requirements of these Bylaws.


                                  ARTICLE SEVEN

                                  Capital Stock



<PAGE>


7.1  The interest of each  shareholder  shall be evidenced by a  certificate  or
     certificates representing shares of stock of the Corporation which shall be
     in such form as the  Board of  Directors  may from  time to time  adopt and
     shall be numbered and shall be entered in the books of the  Corporation  as
     they are issued.  Each  certificate  shall exhibit the holder's  name,  the
     number  of  shares  and  class of shares  and  series,  if any  represented
     thereby,  a statement that the  Corporation is organized  under the laws of
     the State of Georgia,  and the par value of each share or a statement  that
     the shares are without par value.  Each certificate  shall be signed by the
     President or a Vice  President and the Treasurer or an Assistant  Treasurer
     or the  Secretary  or an Assistant  Secretary  and shall be sealed with the
     seal of the Corporation;  provided,  however that where such certificate is
     signed by a transfer  agent, or by a transfer clerk acting on behalf of the
     Corporation,  and a registrar,  the  signature of any such officer and such
     seal may be  facsimile.  In case any  officer  or  officers  who shall have
     signed,  or whose signature or signatures shall have been used on, any such
     certificate or  certificates  shall cease to be such officer or officers of
     the  Corporation,  whether  because  of death,  resignation  or  otherwise,
     whether because of death, resignation or otherwise, before such certificate
     or  certificates  shall  have  been  delivered  by  the  Corporation,  such
     certificate or  certificates  may  nevertheless  be delivered as though the
     person  or  persons  who  signed  such   certificates  or  whose  facsimile
     signatures  shall have been used  thereon had not ceased to be such officer
     or officers.

7.2  The Corporation  shall keep a record of the shareholders of the Corporation
     which readily shows, in alphabetical order or by alphabetical index, and by
     classes  of  stock,  if there  be more  than one  class,  the  names of the
     shareholders  entitled  to vote,  with the  address  of,  and the number of
     shares held by each, the date on which the  certificate  was issued and the
     date on which the  certificate  was  canceled,  if such be the  case.  Said
     record shall be made available at all meetings of the shareholders.

7.3  (a) Transfers of stock shall be made on the books of the  Corporation  only
     by the person named in the certificate or by his legal  representative,  or
     by an agent or his attorney duly constituted in writing, and upon surrender
     of the  certificate  therefor,  or in the case of a certificate  alleged to
     have been lost, stolen or destroyed, upon compliance with the provisions of
     Section 7.7 of these Bylaws.

7.3(b) The Board  may make or  authorize  the  making  of  additional  rules and
     regulations  consistent  with  law and  these  Bylaws,  which  it may  deem
     expedient  for  the  issue,   transfer  and  registration  or  transfer  of
     securities of the Corporation.

7.4(a) 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  may
     provide that the stock  transfer  books shall be closed for a stated period
     but not to exceed fifty days. If the stock  transfer  books shall be closed
     for the  purpose of  determining  shareholders  entitled to notice of or to
     vote at a meeting of shareholders,  such books shall be closed for at least
     ten days immediately preceding such meeting.



<PAGE>


7.4(b) In lieu of closing the stock transfer  books,  the Board of Directors may
     fix in  advance a date as the  record  date for any such  determination  of
     shareholders,  such date to be not more than fifty  days,  and in case of a
     meeting of shareholders, not less than ten days, prior to the date on which
     the particular action, requiring such determination of shareholders,  is to
     be taken.

7.5  The Corporation shall be entitled to treat the holder of any share of stock
     of the  Corporation as the person  entitled to vote such share,  to receive
     any dividend or other  distribution with respect to such share, and for all
     other  purposes  and  accordingly  shall  not be  bound  to  recognize  any
     equitable  or other  claim to or  interest in such share on the part of any
     other person, whether or not it shall have express or other notice thereof,
     except as otherwise provided by law.

7.6  The Board of Directors may appoint one or more  transfer  agents and one or
     more  registrars  and may  require  each  stock  certificate  to  bear  the
     signature or signatures of a transfer agent or a registrar or both.

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


                                  ARTICLE EIGHT

                     PROVISIONS RELATING TO PREFERRED STOCK;
                                SUBORDINATED NOTE

8.1  The holders of the Preferred  Stock,  or any affiliate  thereof,  may enter
     into contractual relationships with the Corporation only upon approval by a
     majority of the Common  Directors;  provided,  that the foregoing shall not
     limit the rights of either the holders of Preferred  Stock or the Preferred
     Directors under Section VI,D,4(b) of the Articles of Incorporation.

8.2  Benchmarks shall be determined in accordance with the procedures set out in
     the attached Exhibit A.



<PAGE>


8.3  As used in the Articles of  Incorporation  and these  Bylaws,  a "Preferred
     Stock Event" shall mean the  occurrence  of any of the  following:  (1) the
     Corporation  fails  to meet  80% of its  quarterly  Benchmarks  in any four
     consecutive  fiscal quarters  commencing with third quarter,  1997; (2) the
     Corporation fails for the four fiscal quarters ended June 30, 1998, to meet
     70% of its  cumulative  Benchmarks  in such four fiscal  quarters;  (3) the
     Corporation fails for the four fiscal quarters ended September 30, 1998, to
     meet 72.5% of its cumulative  Benchmarks in such four fiscal quarters;  (4)
     the Corporation fails for the four fiscal quarters ended December 31, 1998,
     to meet 75% of its cumulative Benchmarks in such four fiscal quarters;  (5)
     the Corporation fails for the four fiscal quarters ended March 31, 1999, to
     meet 77.5% of its cumulative  Benchmarks in such four fiscal quarters;  (6)
     the Corporation fails to meet 80% of its cumulative  Benchmarks in any four
     consecutive  fiscal quarter period ending on or after June 30, 1999; or (7)
     the  Corporation  fails  to  make  timely  cash  dividend  payments  on the
     Preferred Stock for any six fiscal quarters.

8.4  As used in the Articles of  Incorporation  and these Bylaws, a "Cure Event"
     shall occur  whenever,  subsequent to the  occurrence of a Preferred  Stock
     Event,  the  Corporation  achieves  ninety  percent (90%) of its cumulative
     Benchmarks for any four consecutive fiscal quarters.  A Cure Event may only
     occur once.

8.5  The  form  of   "Subordinated   Note"  (as  defined  in  the   Articles  of
     Incorporation) is attached as Exhibit B. ---------

8.6  So long as any shares of Preferred Stock remain  outstanding,  this Article
     Eight may only be amended  by the  affirmative  vote of a  majority  of the
     holders of the Common Stock and the holders of the  Preferred  Stock,  each
     voting separately as a class.


                                  ARTICLE NINE

                                  MISCELLANEOUS

                                      Seal

9.1  The corporate seal shall be in such form as the Board of Directors may from
     time to time  determine.  In the  place of the  corporate  seal,  the words
     "Corporate Seal" within brackets may be used, and shall have the same legal
     effect as use of the corporate seal.

                                Annual Statements

9.2  Not later than four months after the close of each fiscal year,  and in any
     case prior to the next  annual  meeting of  shareholders,  the  Corporation
     shall prepare:

     (1) A balance sheet showing in reasonable detail the financial condition of
     the Corporation as of the close of its fiscal year; and

     (2) A profit and loss statement showing the results of its operation during
     its fiscal year. Upon written request,  the Corporation promptly shall mail
     to any  shareholder  of record a copy of the most recent such balance sheet
     and profit and loss statement.


<PAGE>



                                 Indemnification

9.3  Each  person who is or was or had agreed to become a director or officer of
     the  Corporation,  and each such  person  who is or was  serving or who had
     agreed  to  serve  at  the  request  of  the  Board  or an  officer  of the
     Corporation as a director or officer of another  corporation,  partnership,
     joint  venture,  trust,  limited  liability  company  or  other  enterprise
     (including the heirs, executors,  administrators or estate of such person),
     shall be indemnified by the Corporation to the fullest extent  permitted by
     the Georgia Business  Corporation Code or any other applicable laws as such
     Code and  such  laws  may be  amended  from  time to  time.  No  amendment,
     modification or repeal of this Section shall adversely  affect any right or
     protection  of a  director  or  officer  that  exists  at the  time of such
     amendment,  modification or repeal.  The Corporation shall advance funds to
     pay for or  reimburse  the  reasonable  expenses  incurred by a director or
     officer who is entitled to indemnification  hereunder to the fullest extent
     permitted by the Georgia Business  Corporation Code or any other applicable
     laws as such Code and such laws may be amended from time to time,  provided
     that such director or officer  complies with O.C.G.A  Section  14-2-853 (or
     any successor statute thereto).

9.4  Use in these Bylaws of words of  inclusion  shall not be construed as terms
     of limitation,  so that references to "included"  matters shall be regarded
     as non-exclusive, non-characterizing illustrations.


                             Fair Price Requirements

9.5  The  provisions of Article 11, Part 2 of the Georgia  Business  Corporation
     Code,  as  amended,  shall  apply  to  the  business  and  affairs  of  the
     Corporation  unless and until this provision is repealed in accordance with
     the Code and these Bylaws.

               Business Combinations With Interested Shareholders

9.6  The  provisions of Article 11, Part 3 of the Georgia  Business  Corporation
     Code,  as  amended,  shall  apply  to  the  business  and  affairs  of  the
     Corporation  unless and until this provision is repealed in accordance with
     the Code and these Bylaws.


                                   ARTICLE TEN

                           Notices; Waivers of Notice



<PAGE>


10.1 Except as otherwise  specifically provided in these Bylaws,  whenever under
     the  provisions  of these  Bylaws  notice  is  required  to be given to any
     shareholder,  director or officer,  it shall not be  construed to mean only
     personal  notice,  but such notice may also be given by mail by  depositing
     the same in the post office or letter box in a postpaid sealed envelope, or
     telegram or cablegram,  addressed to such shareholder,  officer or director
     at  such  address  as  appears  on  the  books  of  the   Corporation,   or
     telephonically or by facsimile, and such notice shall be deemed to be given
     at the time  when the same  shall  be thus  personally  delivered,  mailed,
     verbally communicated by telephone or sent.

10.2 When any notice  whatsoever is required to be given by law, by the Articles
     of  Incorporation  or by these  Bylaws,  a waiver  thereof by the person or
     persons  entitled  to said  notice  given  before or after the time  stated
     therein,  in writing,  which shall include a waiver given by telegraph,  or
     cable, shall be deemed equivalent thereto. No notice of any meeting need be
     given to any person who shall attend such meeting.


                                 ARTICLE ELEVEN

                                   Amendments

11.1 Except as otherwise provided in these Bylaws, the Bylaws of the Corporation
     may be  altered,  amended  or  repealed  and new  Bylaws  may be adopted by
     three-fourths majority vote of all of the members of the Board of Directors
     at any regular or special meeting of the Board of Directors. Such power and
     authority of the Board of Directors to alter, amend, repeal or adopt Bylaws
     shall extend to any and all subject  matter  contained in the Bylaws at any
     time,  subject only to the  limitations  contained in the Georgia  Business
     Corporation  Code.  The  Shareholders  may also alter,  amend or repeal the
     Corporation's  Bylaws,  or adopt  new  Bylaws,  by a  majority  vote of the
     holders of the Common Stock and Preferred Stock,  each voting separately as
     a class,  even  though the Bylaws  may also be amended or  repealed  by the
     Board of Directors as stated above.


                                 ARTICLE TWELVE

                         Engineer in Responsible Charge

12.1 Where  required by state law, the  Corporation  shall  maintain a currently
     registered Civil Engineer or other registered Professional Engineer in each
     branch  office or state  where  such  practice  is  performed  who shall be
     designated  in   responsible   charge  of  all  practice  of   Professional
     Engineering.  The registrant  shall have full authority for the Corporation
     with  regard  to  all  Professional   Engineering  decisions  and  projects
     performed in said branch office or state.


<PAGE>


                               EXHIBIT A TO BYLAWS

                      PROCEDURE FOR DETERMINING BENCHMARKS


The Benchmarks for the Corporation's fiscal years 1997 through 2000 are attached
hereto as Schedule 1. ----------

Before December 31, 2000, a majority of the entire Board shall approve quarterly
Benchmarks for the period ending December 31, 2003.  Thereafter,  so long as the
Preferred Stock is outstanding, the Board shall approve quarterly Benchmarks for
each succeeding full three-year  period. The Benchmarks shall be approved by the
affirmative  vote of a majority  of the  Directors.  In the event the  Directors
cannot agree on  appropriate  Benchmarks for any period after December 31, 2000,
the  disagreement  shall  be  submitted  to  arbitration  under  the  commercial
arbitration  rules  of  the  American  Arbitration  Association.  The  exclusive
location for such arbitration shall be Atlanta,  Georgia,  and all matters shall
be decided under Georgia law.

In all cases,  measurements of the Corporation's  actual net income, as reported
(in  future  quarters,  starting  with the third  quarter of  calendar  1997) in
accordance  with  generally  accepted  accounting   principles,   applied  on  a
consistent  basis,  shall,  prior to  measurement  against  the  Benchmarks,  be
adjusted for (and shall exclude any effect of) the following:  (i)  amortization
of financing costs (over and above amounts  already assumed in the  Benchmarks);
(ii) changes in tax laws or regulations which increase or decrease the tax rate,
(iii) taxes resulting from repatriation or deemed repatriation of foreign income
earned prior to the issuance of the Preferred Stock;  (iv) any loss with respect
to write-offs of leases or subleases,  and expenses  incurred in connection with
subleasing  any  unused  or  underutilized  property;  (v) any gain or loss with
respect to the sale of any real estate or leasehold interest; (vi) any severance
or salary  continuance  payments or other obligations with respect to terminated
employees;  (vii)  any  impairment  in  long-lived  asset  value as set forth in
Statement of Financial Accounting Standards No. 121; and (viii) any amounts paid
pursuant to the  Corporation's  indemnification  obligations  under that certain
Securities Purchase Agreement dated March 21, 1997.


<PAGE>


                               EXHIBIT B TO BYLAWS

                                 PROMISSORY NOTE

$                                                   [Date]

              FOR  VALUE  RECEIVED,   LAW  COMPANIES  GROUP,   INC.,  a  Georgia
corporation (hereinafter referred to as "Maker") promises to pay to the order of
____________________,  a ________  _______________  (hereinafter  referred to as
"Holder"),      the      principal      sum     of      ________________________
_______________________________  ($__________)  in legal  tender  of the  United
States of America for the debts and dues,  public and private  with  interest on
the unpaid principal balance thereof until paid from the date hereof at the rate
of ____  [five  and  one-half  percent  (5.5%)  above the yield on five (5) year
treasury notes in effect as of [date noted above]],  per annum, said interest to
be due  and  payable  on  the  last  day of  each  calendar  quarter,  beginning
____________,  ____ and the principal payable as follows: [if issued pursuant to
Section  V,F,1  of  the  Restated   Articles  of  Incorporation  of  Maker  (the
"Articles"),  one-third of the principal amount on [date noted above]; one-third
of the principal  amount on the first  anniversary  of the date hereof;  and the
entire unpaid  balance plus accrued  interest on the second  anniversary  of the
date hereof] OR [ if issued pursuant to Section V,F,2 of the Articles, one third
of the  principal  amount on the  seventh  anniversary  of the  "Original  Issue
Date"(as  defined in the  Articles);  one third of the  principal  amount on the
eighth  anniversary  of the Original  Issue Date;  and the entire unpaid balance
plus accrued interest on the ninth anniversary of the Original Issue Date.]

              Principal       and       interest       are       payable      at
____________________________________,  or at such other  place as Holder  hereof
may designate in writing.

              Should any  installment  of interest or principal not be paid when
due, the entire unpaid  principal  sum evidenced by this Note,  with all accrued
interest,  shall, at the option of Holder, and upon ten (10) days written notice
to the  undersigned  Maker,  become due and may be  collected  forthwith.  It is
further agreed that failure of Holder to exercise this right of accelerating the
maturity of the debt, or indulgence granted from time to time, shall in no event
be  considered  as a waiver of such right of  acceleration  or stop  Holder from
exercising such right.

              The  indebtedness  evidenced  by this  Note  represents  a primary
obligation  of  Law  Companies   Group,   Inc.  and  shall  be  subject  to  the
subordination  provisions  set forth in Annex A,  which is  attached  hereto and
incorporated herein by reference.

              Amounts due hereunder  may be prepaid at any time without  premium
or  penalty.  Time is of the  essence  of this  Note,  and  except as  otherwise
provided herein, demand, protest, notice of demand, protest and non-payment, and
all other notices whatsoever, are hereby waived by Maker.

              This Note shall be governed by, and construed in accordance  with,
the laws of the State of Georgia and any action  brought under the terms of this
Promissory Note shall be brought in the courts of Georgia.


<PAGE>


              Neither  this Note nor any rights  thereunder  may be  assigned by
Holder without the written consent of Maker.

              Should any  installment  of interest or principal not be paid when
due, or should Maker  otherwise be in material  default  under the terms of this
Note,  Holder shall have the right to notify Maker in writing of such failure to
timely pay or other material default (a "Default"), and Maker shall have fifteen
(15) days after receipt of such notice to cure such  Default.  If Maker fails to
cure such Default within said (15) day period,  then the entire unpaid principal
sum evidenced by this Note, with all accrued  interest,  shall, at the option of
Holder, and upon ten (10) days written notice to the undersigned  Maker,  become
due and may be collected forthwith.  It is further agreed that failure of Holder
to exercise this right of  accelerating  the maturity of the debt, or indulgence
granted from time to time,  shall in no event be  considered as a waiver of such
right of  acceleration  or stop Holder from  exercising such right. In addition,
commencing on the date a Default occurs  hereunder,  regardless of whether there
has been an  acceleration  of the  indebtedness  evidenced  hereby,  until  such
Default is cured,  interest shall accrue on the outstanding principal balance of
this Note at an interest  rate which is two percent (2%) above the interest rate
that would be in effect hereunder absent such Default.

              IN WITNESS  WHEREOF,  Maker has executed  this Note and has caused
its seal to be affixed hereunto,  all by its duly authorized officers, as of the
date first above written.

                                 LAW COMPANIES GROUP, INC.


                                 By:      _____________________________________
                                 Title:   _____________________________________



<PAGE>


                                     Annex A

                               Subordination Terms

              All indebtedness evidenced by this Note is hereby subordinated and
made junior in right of payment to all  indebtedness  now or hereafter  owned by
Maker to any bank (the "Senior Debt"), including,  without limitation,  SunTrust
Bank, Atlanta, National Bank of Canada or Barclays Bank PLC, (collectively,  the
"Senior Lenders").  For so long as the Senior Debt is outstanding,  no direct or
indirect  payment (by set-off or  otherwise)  shall be made or agreed to made on
account of this Note, or in respect of any redemption,  retirement,  purchase or
other  acquisition by Maker of this Note, and no collateral  shall be granted or
obtained as security for this Note if, on or prior to the date of such  payment,
Holder shall have  knowledge,  or have received  written  notice from any Senior
Lender  that any  default or event of default  exists or would  occur upon or by
reason of such payment  under any of the terms of the  agreements  between Maker
and the Senior Lenders.

              In the event of any Proceeding (as defined below),  (a) the Senior
Debt  shall  first  be  indefeasibly   paid  in  full,  before  any  payment  or
distribution  shall  be made  in  respect  of this  Note;  (b)  any  payment  or
distribution  of assets which would  otherwise (but for this Note) be payable or
deliverable  in respect of this Note shall be paid or delivered  directly to the
Senior Lenders for application and payment of the Senior Debt in accordance with
the  priorities  established  by this Note until the Senior Debt shall have been
indefeasibly  paid in full; (c) Holder agrees to cooperate with Senior  Lenders'
reasonable  requests  relating to the  collection of payments and  distributions
under  this Note for the  account  of the  Senior  Lenders;  and (d) the  Senior
Lenders are hereby irrevocably authorized and empowered (in their own name or in
the name of Holder or otherwise), but shall have no obligation, if, after demand
Holder refuses to do so, to demand,  sue for,  collect and receive every payment
or  distribution  referred  to in  subsection  (b)  above  and give  acquittance
therefor  and to file  claims  and  proofs of claim and take such  other  action
(including,  without  limitation,  voting  this Note) as it may deem  reasonably
necessary or advisable for the exercise or  enforcement  of any of its rights or
interest hereunder.

              For purposes of this Note the term "Proceeding" shall mean any (a)
insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment,
composition or other similar proceeding relating to Maker, its properties or its
creditors  as  such,  (b)  proceeding  for  liquidation,  dissolution  or  other
winding-up of Maker, whether voluntary or involuntary,  whether or not involving
insolvency  or  bankruptcy  proceeding,  or (c)  assignment  for the  benefit of
creditors or marshaling of the assets of Maker.

              If  any  payment,  distribution  or  security,  whether  in  cash,
securities or other property,  shall be received by Holder in  contravention  of
any of the  terms  hereof,  such  payment,  distribution  or  security  shall be
received  and held in trust for the benefit of, and shall be promptly  paid over
and delivered  and  transferred  to,  SunTrust  Bank,  Atlanta (or any successor
agent),  on behalf of the Senior  Lenders for  application to the payment of the
Senior Debt to the extent  necessary to cause the Senior Debt to be indefeasibly
paid in full.



<PAGE>


              Until the Senior Debt shall have been  indefeasibly  paid in full,
Holder hereby waives any and all  subrogation  rights and all other rights as to
the Senior Lenders.  At such time as the Senior Debt has been  indefeasibly paid
in full, Holder shall be subrogated,  from and after such time, to any rights of
the Senior Lenders to receive any further  payments for  distributions of assets
of Maker  applicable  to the Senior  Debt until this Note shall be paid in full.
For purposes of such  subrogation,  no payments or  distributions  to the Senior
Lenders of any cash,  property or  securities  to which Holder would be entitled
except for the provisions of this Note shall, as between Maker and its creditors
other than the Senior  Lenders on the one hand and Holder on the other hand,  be
deemed to have been made as a payment  by Maker to or on  account  of the Senior
Debt.

              For so long as the Senior Debt is outstanding,  Holder may not (i)
secure,  ask,  demand  or sue for any  payment,  distribution  or the  remedy in
respect  of this  Note,  (ii)  commence,  or join  with any  other  creditor  in
commencing,  any Proceeding,  or (iii) declare any amount of this Note to be due
and  payable,  in each case  during the times  that  Holder be  prohibited  from
receiving  any  payments  in respect  of this Note  under  this Note;  provided,
however,   that  such  restriction  shall  terminate   automatically   upon  the
commencement of a Proceeding.

              The  provisions of this Note shall  continue to be effective or be
reinstated,  as the case may be, if at any time any  payment  in  respect of the
Senior Debt is rescinded or must  otherwise be returned by the Senior Lenders in
the event of any Proceeding, all as though such payment had not been made.

              For so long as the Senior Debt is  outstanding,  Holder agrees not
to accept  prepayment  of any  amounts  outstanding  under this Note before such
amounts become due and payable  pursuant to the first paragraph  hereof,  and to
the extent Maker delivers any such prepayments to Holder,  Holder agrees to hold
such  amounts in trust for,  and to deliver  such  amounts  promptly to SunTrust
Bank, Atlanta (or any successor agent) on behalf of, the Senior Lenders.