AMENDED AND RESTATED

                                     BYLAWS

                OF THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.



                                   ARTICLE 1.

                                    Offices
                                    -------

     1.1.  Principal Office. The principal office for the business of The Profit
Recovery Group International,  Inc. (the "Corporation") shall be located at such
place (within or without the State of Georgia) as the Board of Directors may fix
from time to time.

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

     1.3.  Registered  Office.  The registered office of the Corporation and the
registered  agent shall be the office and the agent set forth in the appropriate
documents  filed by the  Corporation  in the office of the Secretary of State of
Georgia.

                                   ARTICLE 2.

                                  Capital Stock
                                  -------------

     2.1. Certificates.  At a minimum, each share certificate shall state on its
face:  (1) the name of the  Corporation  and that the  Corporation  is organized
under the laws of  Georgia;  (2) the name of the  person to whom the  shares are
issued;  and (3) the  number  and class of  shares  and the  designation  of the
series, if any, that the certificate  represents.  Share  certificates  shall be
numbered  consecutively  and  entered  into  the  stock  transfer  books  of the
Corporation as they are issued.

     2.2.  Signatures;  Transfer Agent;  Registrar.  Each  certificate  shall be
signed,  either  manually or in facsimile,  by an officer of the Corporation and
may bear the corporate  seal or its facsimile.  If the  certificate is signed in
facsimile,  then it must be countersigned by a transfer agent or registered by a
registrar other than the Corporation  itself or an employee of the  Corporation.
The transfer agent or registrar may sign either manually or by facsimile.  Share
certificates exchanged or returned shall be cancelled by the Secretary or his or
her designee and placed in their original place in the stock book.



                                       1
<PAGE>

     2.3. Stock Transfer  Books.  The  Corporation  shall keep at its registered
office or its principal  office or at the principal office of its transfer agent
or  registrar,  wherever  located,  with a copy at the  principal  office of the
Corporation,  a book or set of books, to be known as the stock transfer books of
the Corporation,  containing in alphabetical  order the name of each shareholder
of record, together with such shareholder's address and social security or other
tax  identification  number  and the number of shares of each  kind,  class,  or
series of  capital  stock  represented  by each  share  certificate  held by the
shareholder  and the number of each such  certificate.  The stock transfer books
shall be maintained  in current  condition.  The stock  transfer  books,  or the
duplicate copy thereof  maintained at the principal  office of the  Corporation,
shall be available for inspection and copying by any  shareholder  authorized to
make such  inspection  pursuant to the Georgia  Business  Corporation  Code (the
"Code"),  at the sole  cost of such  person.  The  stock  transfer  books may be
inspected or copied either by such  shareholder  or by such  shareholder's  duly
authorized  attorney or agent.  The information  contained in the stock transfer
books and share register may be stored on punch cards,  magnetic tape,  magnetic
discs,  or  other  information  storage  devices  relating  to  electronic  data
processing equipment,  provided that any such method, device, or system employed
shall be approved by the Board of Directors,  and provided further that the same
is capable of reproducing  all  information  contained  therein,  in legible and
understandable form, for inspection by any shareholder authorized by the Code or
for any other proper corporate purpose.

     2.4. Replacement  Certificate.  The Corporation may issue a new certificate
for its shares in place of any certificate theretofore issued and alleged by its
owner of record or such  owner's  authorized  representative  to have been lost,
stolen, or destroyed if the Corporation,  transfer agent, or registrar is not on
notice  that such  certificate  has been  acquired by a bona fide  purchaser.  A
replacement  certificate  may be issued  upon such  owner's or  representative's
compliance with all of the following  conditions:  (a) the owner shall file with
the Secretary of the  Corporation  and the transfer agent or the  registrar,  if
any, a request for the issuance of a new certificate, together with an affidavit
in form  satisfactory to the Secretary and transfer agent or registrar,  if any,
setting forth the time,  place, and  circumstances of the loss; (b) if requested
by the  Corporation,  the  owner  also  shall  file with the  Secretary  and the
transfer  agent or the  registrar,  if any,  a bond  with  good  and  sufficient
security acceptable to the Secretary and the transfer agent or the registrar, if
any, conditioned to indemnify and save harmless the Corporation and the transfer
agent or the registrar, if any, from any and all damage,  liability, and expense
of every nature whatsoever  resulting from the Corporation,  the transfer agent,
or the registrar  issuing a new  certificate in place of the one alleged to have
been lost, stolen, or destroyed;  and (c) the owner shall comply with such other
reasonable  requirements  as the  Chairman  of the  Board,  the  President,  the
Secretary,  or the Board of Directors of the  Corporation and the transfer agent
or  the  registrar  shall  deem  appropriate  under  the  circumstances.  A  new
certificate may be issued in lieu of any certificate  previously issued that has
become defaced or mutilated upon surrender for cancellation of a part of the old
certificate  sufficient,  in the opinion of the Secretary and the transfer agent
or the registrar, to identify the owner of the defaced or mutilated certificate,
the number of shares represented  thereby, and the number of the certificate and


                                       2
<PAGE>

its  authenticity  and to protect the  Corporation and the transfer agent or the
registrar  against loss or liability.  When sufficient  identification  for such
defaced or mutilated  certificate is lacking,  a new  certificate  may be issued
upon  compliance  with all of the conditions set forth above in connection  with
the replacement of lost, stolen, or destroyed certificates.

     2.5.  Fractional  Share  Interests.  The Corporation may, but shall have no
obligation  to,  (1)  issue  fractions  of a share or pay in money  the value of
fractions of a share; (2) arrange for disposition of fractional shares by or for
the account of the  shareholders;  and (3) issue scrip in  registered  or bearer
form entitling the holder to receive a full share upon surrendering enough scrip
to equal a full share. Each certificate representing scrip must be conspicuously
labeled "scrip" and must contain the  information  required by the Code to be on
share certificates. The holder of a fractional share is entitled to exercise the
rights of a shareholder,  including the right to vote, to receive dividends, and
to participate in the assets of the Corporation upon liquidation.  The holder of
scrip is not entitled to any of these rights unless the scrip  provides for such
rights.  The Board of Directors  may  authorize the issuance of scrip subject to
any conditions considered desirable.

     2.6. Share  Transfers and  Registration.  Upon  compliance  with provisions
restricting the transferability of shares, if any, transfers of capital stock of
the Corporation by the registered  holder thereof shall be recorded on the stock
transfer  books  of the  Corporation  only  upon  the  written  request  of such
registered  holder,  or by such  holder's  attorney  authorized  to effect  such
transfers by power of attorney duly executed and filed with the Secretary of the
Corporation or with a transfer agent or registrar, if any, and upon surrender of
the certificate or certificates  for such shares properly  endorsed for transfer
(if the shares are represented by certificates),  accompanied by such assurances
as the Corporation,  or such transfer agent or registrar,  may require as to the
genuineness and  effectiveness  of each necessary  endorsement and  satisfactory
evidence of compliance with all applicable laws relating to securities transfers
and the collection of taxes.  It shall be the duty of the  Corporation,  or such
transfer  agent  or  registrar,  to  issue  a new  certificate,  cancel  the old
certificate,  and record the  transactions  upon the stock transfer books of the
Corporation.

     2.7.  Registered  Shareholders.  Except as  otherwise  required by law, the
Corporation  shall be  entitled  to treat  the  person  registered  in the stock
transfer books as the owner of shares of capital stock of the Corporation as the
person   exclusively   entitled   to  receive   notification,   dividends,   and
distributions,  to vote  and to  otherwise  exercise  the  rights,  powers,  and
privileges  of  ownership of such  capital  stock,  and shall not be required to
recognize any adverse claim.

     2.8.  Record Date. The Board of Directors may fix a future date to serve as
the  record  date  for one or more  voting  groups  in order  to  determine  the
shareholders entitled to notice of a shareholders'  meeting, to demand a special
meeting,  to vote, or to take any other shareholder action;  provided,  however,
that such future date shall not be more than  seventy days before the meeting or
action  requiring a  determination  of  shareholders.  When a  determination  of
shareholders  entitled to vote at any meeting of  shareholders  has been made as
provided  herein,  such  determination  shall apply to any adjournment  thereof,


                                       3
<PAGE>

unless  the Board of  Directors  shall fix a new record  date for the  adjourned
meeting,  which it must do if the meeting is  adjourned  to a date more than 120
days after the date fixed for the original meeting.

                                    ARTICLE 3.

                             Shareholders' Meetings
                             ----------------------

     3.1. Definitions.  As used in these bylaws regarding the right to notice of
a meeting of  shareholders or a waiver thereof or to participate or vote thereat
or to consent  or  dissent in writing in lieu of a meeting,  as the case may be,
the term "share" or "shares" or  "shareholder"  or  "shareholders"  refers to an
outstanding  share or shares of capital stock of the Corporation and to a holder
or holders of record of outstanding  shares of capital stock of the  Corporation
when the  Corporation  is  authorized  to issue only one class of  shares.  Such
reference  also is intended to include any  outstanding  share or shares and any
holder or  holders  of record of  outstanding  shares of any class upon which or
upon whom the articles of incorporation confer such governance rights when there
are two or more  classes or series of shares or upon which or upon whom the Code
confers   such   governance   rights   notwithstanding   that  the  articles  of
incorporation  may provide  for more than one class or series of shares,  one or
more of which are limited or denied such rights thereunder.

     3.2.  Date  and  Time.  The  annual  meeting  of  the  shareholders  of the
Corporation  shall  be  held  each  fiscal  year  on the  date  and at the  time
designated,  from time to time,  by the Board of  Directors.  If at any time the
Board of  Directors  shall  fail to  otherwise  designate  the date of an annual
meeting,  then such annual  meeting shall be held at 10:00 a.m.,  local time, on
the second  Tuesday of the fifth month  following  the end of the fiscal year of
the Corporation, or, if such day is a legal holiday, the next following business
day. A special  meeting shall be held on the date and at the time  designated by
the person or persons calling such special meeting.

     3.3. Place.  Annual and special  meetings may be held within or without the
State of Georgia at such place as the Board of  Directors  may from time to time
designate  or as may be specified  in the notice of such  meeting.  Whenever the
Board of Directors shall fail to designate such place, the meeting shall be held
at the principal business office of the Corporation in the State of Georgia.

     3.4.  Call.  Annual  meetings may be called by the Board of Directors,  the
Chairman of the Board,  if any, the President,  or by any officer  instructed by
the  directors  to call the meeting.  Special  meetings,  including  any special
meeting in lieu of an annual meeting, may be called only by:

     (a) the Chairman of the Board, if any;

     (b) the President;



                                       4
<PAGE>

     (c) a majority of the members of the Board of Directors then in office; or

     (d) the  holders of at least  thirty  five  percent  (35%) of all the votes
entitled  to be cast on any issue  proposed  to be  considered  at the  proposed
special  meeting if said holders deliver to the Secretary of the corporation one
(1) or more signed and dated written demands for the meeting, describing therein
the purpose or purposes for which the special  meeting is to be held;  provided,
however,  that at such  time and for so long as there are one  hundred  (100) or
fewer  shareholders of record,  the corporation  shall hold such special meeting
upon the demand of at least  twenty  five  percent  (25%) of said  holders.  The
record date for  determining  shareholders  entitled to demand a special meeting
shall be  determined in the manner  provided in these bylaws.  Only the business
within the  purpose or purposes  described  in the  meeting  notice  required by
subsection (c) of Code Section 14-2-705 may be conducted at a special meeting of
the Shareholders.

     3.5.  Notice.  Written  notice  stating  the place,  day,  and hour of each
meeting,  and, in the case of a special  meeting,  the  purpose or purposes  for
which the meeting is called,  shall be delivered  not less than ten days (or not
less than any other  such  minimum  period of days as may be  prescribed  by the
Code) nor more than sixty days before the date of the meeting, either personally
or by first class mail by or at the direction of the  President,  the Secretary,
or the officer or persons  calling the meeting,  to each  shareholder  of record
entitled to vote at such meeting. When a meeting is adjourned to another time or
place it shall not be  necessary  to give any notice of the new date,  time,  or
place  if the  date,  time,  and  place  are  announced  at the  meeting  before
adjournment.  If, however, a new record date is or must be fixed under the Code,
a notice of the new meeting shall be given to persons who are shareholders as of
the new record date.  At the  adjourned  meeting any business may be  transacted
that might have been transacted on the original date of the meeting.

     3.6.  Waiver of Notice.  A shareholder may waive any notice required by the
Code,  the articles of  incorporation,  or these bylaws before or after the date
and time of the required  notice.  The waiver must be in writing,  signed by the
shareholder  entitled to notice,  and delivered to the Corporation for inclusion
in the minutes or filing with the corporate records. No such waiver of notice of
a  shareholders'  meeting  with  respect  to an  amendment  of the  articles  of
incorporation  pursuant  to Code  section  14-2-1003,  a plan of merger or share
exchange pursuant to Code section  14-2-1103,  a sale of assets pursuant to Code
section  14-2-1202,  or any other action which would entitle the  shareholder to
dissent  pursuant to Code section  14-2-1302 or any  successor  statute shall be
effective  unless the  provisions of paragraphs  (1) or (2) of subsection (c) of
Code section  14-2-706 or any successor  statute are  followed.  Attendance at a
meeting waives  objection (1) to notice or defective  notice of a meeting unless
the  shareholder at the beginning of the meeting  objects to holding the meeting
or transacting  business at the meeting and (2) 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.



                                       5
<PAGE>

     3.7.  Shareholders  List.  After  fixing a record  date for a meeting,  the
Corporation  shall  prepare  an  alphabetical  list  of the  names  of  all  its
shareholders  who are entitled to notice of a  shareholders'  meeting.  The list
shall be  arranged by voting  group (and  within  each voting  group by class or
series of shares)  and show the  address  of and  number of shares  held by each
shareholder. The shareholders list shall be available for inspection at the time
and  place of the  meeting  by any  shareholder  or the  shareholder's  agent or
attorney.

     3.8.  Conduct of Meeting.  Meetings of the  shareholders  shall be presided
over by one of the  following  officers in the order of seniority and if present
and acting:  the Chairman of the Board,  if any, the Vice Chairman of the Board,
if any, the  President,  a Vice  President,  or, if none of the  foregoing is in
office and present and acting,  by a chairman of the meeting to be chosen by the
shareholders. The Secretary of the Corporation, or in the Secretary's absence an
Assistant  Secretary,  shall act as secretary of every meeting,  but, if neither
the Secretary nor an Assistant Secretary is present, the chairman of the meeting
shall appoint a secretary of the meeting.

     3.9.  Proxy  Representation.  At  any  meeting  of  the  shareholders,  any
shareholder  having the right to vote shall be  entitled to vote in person or by
proxy.  An appointment  of a proxy is valid for eleven  months,  unless a longer
period is expressly provided in the appointment form.

     3.10.   Quorum  and  Action  of  Shareholders.   At  all  meetings  of  the
shareholders,  a  majority  of the  votes  entitled  to be cast on a matter by a
voting  group shall  constitute a quorum of that voting group for action on that
matter, unless the Code, the articles of incorporation,  or a provision of these
bylaws  approved  by  shareholders,  as the same are now  enacted  or  hereafter
amended,  provides  otherwise.  Once a share is represented for any purpose at a
meeting,  other than  solely to object to  holding  the  meeting or  transacting
business  at the  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 must be set for that  adjourned  meeting.  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  Code,  the  articles  of
incorporation,  or a provision of these bylaws adopted by the shareholders under
section  14-2-1021  of the Code or any  successor  statute,  requires  a greater
number of  affirmative  votes.  Unless  otherwise  provided  in the  articles of
incorporation,  directors are elected by a plurality of votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present.

     3.11.  Adjournment  of  Meeting.  The  holders of a majority  of the voting
shares represented at a meeting, whether or not a quorum is present, may adjourn
such meeting from time to time.

     3.12.  Action  Without a Meeting.  Any action  required or permitted by the
Code to be taken at a  shareholders'  meeting may be taken  without a meeting if
all the  shareholders  entitled to vote on such action sign one or more  written
consents  describing  the action  taken and the  consents  are  delivered to the


                                       6
<PAGE>

Corporation  for inclusion in the minutes or filing with the corporate  records.
No such  written  consent  shall be  valid  unless  the  provisions  of  section
14-2-704(b) of the Code or any successor statute are followed.

     3.13. Advance Notice of Shareholder Nominations and Proposals.  Nominations
of persons for election to the Board of Directors  and  proposals of business to
be  transacted  by  the  shareholders  may  be  made  at an  annual  meeting  of
shareholders  (a)  pursuant to the  Corporation's  notice  with  respect to such
meeting,  (b) by or at the  direction of the Board of  Directors,  or (c) by any
shareholder of record of the  Corporation who was a shareholder of record at the
time of the giving of the notice provided for in the following paragraph, who is
entitled to vote at the meeting and who has complied with the notice  procedures
set forth in this Section.

     For  nominations or other business to be properly  brought before an annual
meeting by a shareholder pursuant to clause (c) of the foregoing paragraph,  (1)
the  shareholder  must have  given  timely  notice  thereof  in  writing  to the
Secretary of the  Corporation,  (2) such  business  must be a proper  matter for
shareholder  action  under the Georgia  Business  Corporation  Code,  (3) if the
shareholder,  or the  beneficial  owner on whose  behalf  any such  proposal  or
nomination is made, has provided the Corporation with a Solicitation  Notice, as
that term is defined in this  paragraph,  such  shareholder or beneficial  owner
must, in the case of a proposal,  have  delivered a proxy  statement and form of
proxy to holders of at least the percentage of the  Corporation's  voting shares
required under  applicable law to carry any such proposal,  or, in the case of a
nomination or nominations, have delivered a proxy statement and form of proxy to
holders of a percentage of the Corporation's  voting shares reasonably  believed
by such  shareholder or beneficial  holder to be sufficient to elect the nominee
or nominees  proposed to be nominated by such  shareholder,  and must, in either
case,  have  included in such  materials the  Solicitation  Notice and any proxy
statement and form of proxy  utilized or to be utilized by such person,  and (4)
if no Solicitation  Notice relating thereto has been timely provided pursuant to
this Section,  the  shareholder or beneficial  owner  proposing such business or
nomination must not have  solicited,  and must represent that he, she or it will
not solicit,  a number of proxies  sufficient  to have  required the delivery of
such a Solicitation  Notice under this Section.  To be timely,  a  stockholder's
notice shall be delivered to the Secretary at the principal executive offices of
the Corporation not less than ninety (90) nor more than one hundred twenty (120)
days prior to the first anniversary (the "Anniversary") of the date on which the
Corporation  first mailed its proxy  materials for the  preceding  year's annual
meeting  of  shareholders;  provided,  however,  that if the date of the  annual
meeting is advanced  more than thirty (30) days prior to or delayed by more than
thirty (30) days after the  anniversary of the preceding  year's annual meeting,
notice by the  shareholder  to be timely must be so delivered not later than the
close of business on the later of (i) the 90th day prior to such annual  meeting
or (ii) the 10th day following the day on which public  announcement of the date
of such meeting is first made. Such stockholder's  notice shall set forth (a) as
to each  person  whom the  shareholder  proposes  to  nominate  for  election or
reelection  as a director  all  information  relating to such person as would be
required to be  disclosed in  solicitations  of proxies for the election of such
nominees as directors  pursuant to Regulation 14A under the Securities  Exchange
Act of 1934, as amended (the  "Exchange  Act"),  and shall contain such person's


                                       7
<PAGE>

written consent to serve as a director if elected;  (b) as to any other business
that the shareholder  proposes to bring before the meeting,  a brief description
of such business,  the reasons for  conducting  such business at the meeting and
any material  interest in such business of such  shareholder  and the beneficial
owner,  if any, on whose behalf the proposal is made; (c) as to the  shareholder
giving  the  notice  and the  beneficial  owner,  if any,  on whose  behalf  the
nomination or proposal is made (i) the name and address of such shareholder, and
of such beneficial  owner, as they appear on the  Corporation's  books, (ii) the
class and number of shares of the Corporation that are owned beneficially and of
record by such  shareholder  and such beneficial  owner,  and (iii) whether such
shareholder  or  beneficial  owner has  delivered  or intends to deliver a proxy
statement  and form of proxy to holders of, in the case of a proposal,  at least
the percentage of the Corporation's  voting shares required under applicable law
to  carry  the  proposal  or,  in the case of a  nomination  or  nominations,  a
sufficient  number of holders of the  Corporation's  voting shares to elect such
nominee or nominees  (the notice  described in this  sentence,  a  "Solicitation
Notice").

     Notwithstanding  anything in the second sentence of the second paragraph of
this Section 3.13 to the contrary,  in the event that the number of directors to
be elected to the Board is increased and there is no public  announcement naming
all of the nominees for director or specifying  the size of the increased  Board
made by the Corporation at least  fifty-five (55) days prior to the Anniversary,
a stockholder's notice required by this Section shall also be considered timely,
but  only  with  respect  to  nominees  for any new  positions  created  by such
increase,  if it shall be delivered to the Secretary at the principal  executive
offices of the  Corporation not later than the close of business on the 10th day
following  the day on  which  such  public  announcement  is  first  made by the
Corporation.

     Only persons  nominated in accordance with the procedures set forth in this
Section  3.13 shall be eligible  to serve as  directors  and only such  business
shall be  conducted  at an annual  meeting  of  shareholders  as shall have been
brought  before the meeting in accordance  with the procedures set forth in this
Section.  The  chairman  of the  meeting  shall  have the  power and the duty to
determine whether a nomination or any business proposed to be brought before the
meeting  has been  made in  accordance  with the  procedures  set forth in these
Bylaws and, if any proposed  nomination  or business is not in  compliance  with
these Bylaws,  to declare that such  defective  proposed  business or nomination
shall  not be  presented  for  shareholder  action at the  meeting  and shall be
disregarded.

     Only such business shall be conducted at a special  meeting of shareholders
as shall have been  brought  before the meeting  pursuant  to the  Corporation's
notice of meeting. Nominations of persons for election to the Board of Directors
may be made at a special  meeting of  shareholders  at which directors are to be
elected  pursuant  to  the  Corporation's  notice  of  meeting  (a) by or at the
direction of the Board or (b) by any  shareholder  of record of the  Corporation
who is a shareholder  of record at the time of giving of notice  provided for in
this  paragraph,  who shall be entitled to vote at the meeting and who  complies
with the  notice  procedures  set forth in this  Section  3.13.  Nominations  by
shareholders  of persons for election to the Board may be made at such a special
meeting of  shareholders  if the  stockholder's  notice  required  by the second
paragraph  of this  Section  3.13 shall be  delivered  to the  Secretary  at the


                                       8
<PAGE>

principal  executive  offices  of the  Corporation  not later  than the close of
business on the later of the 90th day prior to such special  meeting or the 10th
day following the day on which public  announcement is first made of the date of
the special  meeting and of the nominees  proposed by the Board to be elected at
such meeting.

     For purposes of this Section,  "public  announcement" shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press or a
comparable  national  news  service  or in a  document  publicly  filed  by  the
Corporation with the Securities and Exchange  Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

     Notwithstanding   the   foregoing   provisions  of  this  Section  3.13,  a
shareholder  must also comply with all applicable  requirements  of the Exchange
Act and the rules and  regulations  thereunder with respect to matters set forth
in this Section 3.13. Nothing in this Section 3.13 shall be deemed to affect any
rights of  shareholders to request  inclusion of proposals in the  Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act."

                                   ARTICLE 4.

                                    Directors

     4.1.  Definitions and Corporate Power and Authority.  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, a board of directors
(herein  referred  to as the  "Board  of  Directors,"  "Board,"  or  "directors"
notwithstanding  that only one  director  may  legally  constitute  the  Board),
subject to any  limitation  set forth in the  articles  of  incorporation,  or a
provision of these bylaws approved by shareholders,  as the same are now enacted
or hereafter amended, or lawful agreements among the shareholders.

     4.2. Qualifications and Number.  Directors shall be natural persons who are
at least eighteen years of age. A director need not be a shareholder,  a citizen
of the  United  States,  or a  resident  of the State of  Georgia.  The Board of
Directors  shall  consist of not less than three (3) nor more than  fifteen (15)
members,  with the specific  number to be  determined by the Board of Directors.
Notwithstanding  the foregoing,  this bylaw provision may be amended by the vote
of a majority of the directors then in office in order to expand or contract the
variable range for the permissible number of directors.

     4.3. Election and Term.

          (a) The Board of  Directors  shall be divided  into three (3)  classes
with each such class to be as nearly  equal in number as  possible.  The term of
the  directors  in  Class  I  shall  expire  at  the  first  annual  meeting  of
Shareholders  following  the date of  adoption  of these  Amended  and  Restated
Bylaws,  the term of the directors in Class 11 shall expire at the second annual
meeting of  Shareholders  following  the date of adoption  of these  Amended and


                                       9
<PAGE>

Restated Bylaws,  and the term of the directors in Class III shall expire at the
third annual  meeting of  Shareholders  following  the date of adoption of these
Amended and Restated Bylaws.  At each annual  Shareholders'  meeting,  directors
shall be chosen  for a term of three  (3)  years to  succeed  those  whose  term
expires.

          (b) The members of the initial  classified  Board of Directors  are as
follows:

Class I                  Class II                   Class III
-------                  --------                   ---------
John M. Cook             Jonathan Golden            Stanley B. Cohen
John M. Toma             Garth H. Greimann          T. Charles Fial
                         E. James Lowrey            Fred W. I. Lachotzki

          (c) Subject to the foregoing,  at each annual meeting of  shareholders
beginning with the first annual meeting  following the adoption of these Amended
and Restated  Bylaws,  the successors to the class of directors whose term shall
then  expire  shall be elected to hold  office for a term  expiring at the third
succeeding  annual  meeting.  Each  director  shall hold office for the term for
which he or she is elected or appointed or until his or her  successor  shall be
elected  and  qualified,  or until  his or her  death,  removal  from  office or
resignation.

          (d) Should the  number of  directors  be  changed,  any newly  created
directorships or any decrease in directorships shall be so apportioned among the
classes as to make Classes I, II, and III as nearly equal in number as possible.

          (e) No decrease in the number of directors  constituting  the Board of
Directors shall shorten the term of any incumbent director.

     4.4.  Vacancies.  Any vacancy in the Board of Directors  resulting from the
resignation,  incapacity, death or retirement of a director, or any other cause,
other than removal by the  shareholders  or increase in the number of directors,
shall be filled by a majority vote of the remaining directors,  though less than
a  quorum,  for a  term  corresponding  to  the  unexpired  term  of  his or her
predecessor in office. Newly created  directorships  resulting from any increase
in the authorized  number of directors shall be filled by a majority vote of the
remaining  directors,  though less than a quorum,  and the  directors  so chosen
shall hold office for a term  expiring at the next  meeting of  shareholders  at
which directors are to be elected; provided,  however, that the term of any such
additional  director,  if elected by the  shareholders  at such  meeting,  shall
correspond  to the term of the  class  to  which  he or she has  been  assigned,
regardless  of whether or not such class was the subject of the election held at
the shareholders' meeting.

     4.5.  Quorum and Action.  A majority of the  directors  shall  constitute a
quorum  for the  transaction  of  business  unless  the Code,  the  articles  of
incorporation,  or a provision of these bylaws approved by shareholders,  as the
same are now enacted or hereafter  amended,  authorizes a greater  number.  If a
quorum is present when a vote is taken,  the  affirmative  vote of a majority of


                                       10
<PAGE>

the directors present at a meeting is the act of the Board,  unless the articles
of incorporation or a provision of these bylaws approved by shareholders, as the
same are now enacted or hereafter amended, requires the vote of a greater number
of directors.

     4.6. Meetings.

          (a) Time.  Meetings shall be held at such time as the Board shall fix,
except  that the first  meeting of a newly  elected  Board shall be held as soon
after its election as the directors may conveniently assemble.

          (b) Place.  Meetings shall be held at such place within or without the
State of Georgia as shall be determined by the Board.

          (c) Call. Meetings may be called by the Chairman of the Board, if any,
by the President, or by any two directors if the Board consists of three or more
directors,  or by any  director  if the  Board  consists  of  fewer  than  three
directors.

          (d) Notice,  Waiver of Notice.  Unless the  articles of  incorporation
provide  otherwise,  regular  meetings  of the  Board of  Directors  may be held
without notice  required of the date,  time,  place,  or purpose of the meeting.
Notice of special  meetings shall be given to directors at least two days before
such  meetings,  which notice  shall  specify the date,  time,  and place of the
meeting.  The  notice  need not state the  purpose  of the  special  meeting.  A
director  may  waive  any  notice   required  by  the  Code,   the  articles  of
incorporation, or these bylaws before or after the date and time of the required
notice.  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.  A director's  attendance at or  participation in a
meeting  waives any required  notice unless the director at the beginning of the
meeting (or promptly upon 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.

          (e) Chairman of the Meeting. The Chairman of the Board, if any, and if
present and acting,  shall  preside at all  meetings.  Otherwise,  any  director
chosen by the Board shall  preside.  The person  presiding at the meeting  shall
designate a person to act as secretary  of the meeting,  who may or may not be a
director or officer of the Corporation.

     4.7.  Action Without  Meeting.  Unless the articles of  incorporation  or a
provision of these bylaws provides  otherwise,  any action required or permitted
by the Code to be taken at a Board of Directors'  meeting may be taken without a
meeting,  if the action is taken by all members of the Board. The action must be
evidenced by one or more written consents describing the action taken, signed by
each director,  and delivered to the Corporation for inclusion in the minutes or
filing with the corporate records.



                                       11
<PAGE>

     4.8.   Compensation.   Directors  may  be  allowed  such  compensation  for
attendance  at regular or special  meetings  of the Board of  Directors  and any
special or standing committees thereof as may be determined from time to time by
resolution of the Board of Directors.

     4.9. Removal by Shareholders.  At any shareholders' meeting with respect to
which notice of such purpose has been given,  the shareholders may remove one or
more  directors from office,  with or without cause,  by a majority of the votes
entitled to be cast unless the articles of incorporation or a provision of these
bylaws  approved  by  shareholders,  as the same are now  enacted  or  hereafter
amended, provides otherwise.

                                   ARTICLE 5.

                                   Committees
                                   ----------

     5.1. Members.  The Board of Directors may create one or more committees and
appoint members to serve on them. Each committee may have one or more directors,
who shall serve at the pleasure of the Board of Directors.

     5.2.  Authority.  To the extent  specified by the Board of Directors,  each
committee  may  exercise  the  authority  of the Board of  Directors  under Code
section 14-2-801 or any successor statute.  A committee shall not, however:  (1)
approve or propose to shareholders  action that the Code requires to be approved
by  shareholders;  (2) fill vacancies on the Board of Directors or on any of its
committees;  (3)  amend  articles  of  incorporation  pursuant  to Code  section
14-2-1002 or any successor statute;  (4) adopt,  amend, or repeal bylaws; or (5)
approve a plan of merger not requiring shareholder approval.

     5.3.  Meetings.  Committees  shall  meet  from  time to time on call of the
Chairman of the Board,  if any, the President,  or of any one or more members of
the  particular  committee.  The  requirements  for  meetings,   action  without
meetings,  notices,  and waivers of notice of the Board of Directors shall apply
to any  committee  which the Board shall  establish.  A  committee  shall keep a
record of its  proceedings  and shall report these  proceedings  to the Board of
Directors at the meeting thereof held next after the action has been taken.  All
such  proceedings  shall be subject to  revision or  alteration  by the Board of
Directors, except to the extent that action shall have been taken pursuant to or
in reliance upon such proceedings prior to any such revision or alteration.

     5.4. Quorum and Voting. The quorum and voting  requirements of the Board of
Directors also shall apply to any committee which the Board shall establish.

     5.5. Removal.  The Board of Directors shall have power to remove any member
of any committee at any time, with or without cause,  to fill vacancies,  and to
dissolve any such committee.



                                       12
<PAGE>

                                   ARTICLE 6.

                                    Officers
                                    --------

     6.1. Selection.  The Board of Directors at each annual meeting shall, or if
no annual  meeting is held, at such time as the Board deems  proper,  and at any
regular or special meeting may, elect or appoint a President, a Secretary, and a
Treasurer  and may elect or  appoint a Chairman  of the Board,  one or more Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
and such other officers,  assistant officers,  and agents as they may determine,
or the Board may  designate  a duly  appointed  officer to  appoint  one or more
officers or assistant officers.  The President may, but need not, be a director.
Any two or more offices may be held  simultaneously  by the same person.  Unless
otherwise  provided in the resolution of election or  appointment,  all officers
shall be elected for a term of office  running until the meeting of the Board of
Directors  following  the next annual  meeting of  shareholders  and until their
successors  have been duly  elected or  appointed  and  qualified or until their
earlier  resignation,  removal from office,  or death.  All officers,  assistant
officers,  and  agents of the  Corporation  shall have such  authority,  powers,
duties,  functions,  and  privileges as provided for herein and as the Board may
determine from time to time. The Board may designate,  elect, or appoint a chief
operating officer and/or a chief executive officer, each of whom shall be deemed
a Vice President unless elected to any other office.

     6.2.  Chairman  of the Board.  If a Chairman of the Board is elected by the
directors,  the  Chairman  shall  preside at all  meetings of  shareholders  and
directors,  and,  unless  otherwise  provided by law,  when the signature of the
President is required the Chairman shall possess the same power as the President
to sign all certificates,  contracts,  and other instruments of the Corporation.
The Chairman  shall have such other powers and duties as the Board may prescribe
from time to time. In the event of the disability of the President, the Chairman
shall exercise all the powers and discharge all the duties of the President.

     6.3.  President.  The President  shall, in the absence of a Chairman of the
Board, preside at all meetings of the shareholders. The immediate supervision of
the affairs of the Corporation shall be vested in the President. It shall be the
President's  duty to attend to the  business  of the  Corporation  and  maintain
strict  supervision  over all of its affairs and interests.  The President shall
keep the Board of Directors  fully advised  about the affairs and  conditions of
the  Corporation,  and shall manage and operate the business of the  Corporation
pursuant to and in accordance  with such policies as may be prescribed from time
to time by the Board of Directors.  The President shall, subject to the approval
of the Board,  hire and fix the  compensation of all employees and agents of the
Corporation (other than the executive officers of the Corporation), and any such
employee or agent shall be removable  at the  President's  pleasure.  Unless the
Board of Directors by  resolution  shall  otherwise  provide,  the President may
delegate such of the President's  powers as the President  deems  appropriate to
other officers, employees, and agents of the Corporation.



                                       13
<PAGE>

     6.4. Vice President.  The Vice President (or Vice Presidents,  in the order
designated  by the Board)  shall,  in the absence or disability of the President
(and the  Chairman  of the Board,  if one is elected by the Board of  Directors)
perform the duties and exercise the powers of the  President,  and shall perform
such other duties as shall from time to time be imposed upon any Vice  President
by the Board or delegated to a Vice President by the President. The Board may by
resolution supplement the title of any Vice President in any manner.

     6.5.  Secretary.  It shall be the duty of the Secretary to keep a record of
the proceedings of all meetings of the  shareholders and the Board of Directors;
to keep the stock transfer  books of the  Corporation or to assure that they are
properly kept if the  Corporation  employs an  independent  transfer  agent;  to
notify the shareholders and directors of meetings as provided by these bylaws or
the Code; to have custody of the seal of the Corporation;  to affix such seal to
any  instrument  requiring  the same;  to attest the  signature  or certify  the
incumbency or signature of any officer of the  Corporation;  and to perform such
other  duties as the  Chairman  of the  Board,  the  President,  or the Board of
Directors may prescribe.  Any Assistant Secretary, if elected, shall perform the
duties of the  Secretary  during the absence or  disability of the Secretary and
shall perform such other duties as the Chairman of the Board, the President, the
Secretary, or the Board of Directors may prescribe.

     6.6.  Treasurer.  The  Treasurer  shall  keep,  or cause  to be  kept,  the
financial books and records of the Corporation, and shall faithfully account for
the Corporation's  funds,  financial  assets,  and other assets entrusted to the
Treasurer's  care and custody.  The Treasurer  shall make such reports as may be
necessary to keep the  Chairman of the Board,  the  President,  and the Board of
Directors  informed  at  all  times  as  to  the  financial   condition  of  the
Corporation,  and shall  perform such other duties as the Chairman of the Board,
the  President,  or the Board of Directors may  prescribe.  The Treasurer  shall
maintain  the money and other assets of the  Corporation  in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of  Directors.  The  Treasurer  may provide for the  investment of the money and
other assets of the Corporation  consistent with the needs of the Corporation to
disburse such money and assets in the course of the Corporation's  business. The
Treasurer  shall perform the duties of the Secretary of the  Corporation  in the
absence  or  disability  of the  Secretary  and  any  Assistant  Secretary.  Any
Assistant  Treasurer,  if elected,  shall  perform  the duties of the  Treasurer
during the absence or disability of the Treasurer,  and shall perform such other
duties as the Chairman of the Board, the President,  the Treasurer, or the Board
of Directors may prescribe.

     6.7.  Salaries and Bonds. The Board of Directors shall fix the compensation
of all officers of the Corporation, unless pursuant to a resolution of the Board
the authority to fix such  compensation is delegated to a committee of the Board
or (other than  compensation of executive  officers) to the President.  The fact
that any  officer  also is a  director  shall not  preclude  such  officer  from
receiving a salary or from voting upon the  resolution  providing the same.  The
Board of Directors may, in its sole discretion, require bonds from any or all of
the officers and employees of the  Corporation  for the faithful  performance of
their duties and conduct while in office.



                                       14
<PAGE>

     6.8.  Removal.  The Board of  Directors  may remove any officer at any time
with or without cause.

                                   ARTICLE 7.

                                 Indemnification
                                 ---------------

     7.1. Authority to Indemnify.


          (a) Except as provided in subsections (b) and (c) of this Section 7.1,
the  Corporation  shall  indemnify  an  individual  made a party to a proceeding
because  such  individual  is or was a director  or  officer of the  Corporation
against liability incurred in the proceeding,  if such director or officer acted
in a manner  such  director  or officer  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, such director or officer had no reasonable cause to believe
the conduct was unlawful.

          (b) The Corporation may not indemnify a director or officer under this
Section 7.1:

               (1) In  connection  with a  proceeding  by or in the right of the
Corporation  in which  the  director  or  officer  was  adjudged  liable  to the
Corporation; or

               (2) In connection with any other proceeding in which the director
or officer was adjudged liable on the basis that personal benefit was improperly
received by the director or officer.

          (c)  Indemnification  permitted  under this Section 7.1 in  connection
with a proceeding by or in the right of the Corporation is limited to reasonable
expenses incurred in connection with the proceeding.

     7.2. Mandatory  Indemnification.  Unless otherwise provided in the articles
of incorporation,  to the extent that a director or officer has been successful,
on the  merits or  otherwise,  in the  defense  of any  proceeding  to which the
director or officer was a party,  or in defense of any claim,  issue,  or matter
therein,  because  that  individual  is or  was a  director  or  officer  of the
Corporation,  the  Corporation  shall  indemnify the director or officer against
reasonable expenses incurred by the director or officer in connection therewith.



                                       15
<PAGE>

     7.3. Advance for Expenses.

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

               (1) The director or officer  furnishes the  Corporation a written
affirmation of such director's or officer's good faith belief that such director
or officer  has met the  standard  of  conduct  set forth in  subsection  (a) of
Section 7.1 of these bylaws; and

               (2) The director or officer  furnishes the  Corporation a written
undertaking,  executed  personally or on the director's or officer's  behalf, to
repay any advances if it is ultimately  determined  that the director or officer
is not entitled to indemnification under Section 7.1.

          (b) The  undertaking  required by paragraph (2) of  subsection  (a) of
this  Section 7.3 must be an  unlimited  general  obligation  of the director or
officer,  but need not be  secured  and may be  accepted  without  reference  to
financial ability to make repayment.

     7.4.     Determination     and     Authorization    of     Indemnification.

          (a) The  Corporation  may not  indemnify a director  or officer  under
Section 7.1 of these bylaws unless authorized thereunder and a determination has
been made in the specific case that  indemnification  of the director or officer
is required  in the  circumstances  because the  director or officer has met the
standard of conduct set forth in subsection (a) of Section 7.1.

          (b) The determination shall be made:

               (1) By the  Board  of  Directors  by  majority  vote of a  quorum
consisting of directors not at the time parties to the proceeding; or

               (2) If a quorum  cannot be obtained  under  paragraph (1) of this
subsection,  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; or

               (3) By special legal counsel:

                    (i) Selected by the Board of  Directors or its  committee in
the manner prescribed in paragraphs (1) or (2) of this subsection (b); or

                    (ii)  If a  quorum  of the  Board  of  Directors  cannot  be
obtained under  paragraph (1) of this  subsection (b) and a committee  cannot be
designated under paragraph (2) of this subsection,  selected by majority vote of
the full Board of Directors  (in which  selection  directors who are parties may
participate); or



                                       16
<PAGE>

               (4) By the  shareholders,  but 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) Evaluation as to  reasonableness  of expenses shall be made in the
same manner as the determination that  indemnification is required,  except that
if the determination  that  indemnification is required is made by special legal
counsel,  evaluation  as to  reasonableness  of expenses  shall be made by those
entitled under paragraph (3) of subsection (b) of this bylaw provision to select
counsel.

     7.5. Indemnification of Officers,  Employees,  and Agents.  Notwithstanding
any other  provisions  of these bylaws to the  contrary,  unless the articles of
incorporation  provide otherwise,  the Corporation may, in the discretion of the
Board of Directors,  indemnify and advance expenses to an officer,  employee, or
agent  who is not a  director,  to  the  extent  the  Board  deems  appropriate,
consistent with public policy.

     7.6.  Director's  Expenses as a Witness.  This Article Seven does not limit
the Corporation's  power to pay or reimburse  expenses incurred by a director in
connection  with such  director's  appearance  as a witness in a proceeding at a
time when such director has not been made a named defendant or respondent to the
proceeding.

     7.7. Rights to  Indemnification  Not Exclusive.  The right of the directors
and officers of the  Corporation  to  indemnification  under these bylaws is not
exclusive  of or in  limitation  of any other right now  possessed  or hereafter
acquired  under the  Articles of  Incorporation  or any  statute,  agreement  or
otherwise.

                                   ARTICLE 8.
                                     Notices
                                     -------

          (a)  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 be in writing unless oral notice
is reasonable under the circumstances.  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.

          (b) Written notice to a  shareholder,  if in  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.  If the Corporation  has more than 500  shareholders of record


                                       17
<PAGE>

entitled to vote at a meeting,  however,  the Corporation may utilize a class of
mail  other  than first  class if the  notice of the  meeting  is  mailed,  with
adequate  postage  prepaid,  not less than  thirty  days  before the date of the
meeting.

          (c)  Except as  provided  in  subsection  (b) of this  Article  Eight,
written notice, if in  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  or such longer
period as may be provided in the articles of incorporation  or these bylaws,  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.

                                   ARTICLE 9.

                                   Amendments
                                   ----------

     (a) Unless the articles of incorporation or the Code provides otherwise, or
the shareholders in amending or repealing a particular  bylaw provide  expressly
that the Board of  Directors  may not amend or repeal that  bylaw,  the Board of
Directors  may amend the bylaws if the voting  requirements  provided in Section
4.5 of these bylaws are satisfied,  except as provided below.  The  shareholders
also may amend or repeal the Corporation's  bylaws or adopt new bylaws, but only
by the  affirmative  vote of the holders of not less than sixty percent (60%) of
all the issued and  outstanding  shares of Common Stock.  Unless the articles of
incorporation  or a provision of these bylaws provides  otherwise,  a bylaw that
fixes a greater quorum or voting  requirement  for the Board of Directors may be
adopted,  amended, repealed or rescinded only by (i) the affirmative vote of the
majority of the entire Board of Directors  or (ii) the  affirmative  vote of the
holders of not less than sixty percent  (60%) of all the issued and  outstanding
shares of Common  Stock.  A bylaw  adopted or amended by the  shareholders  that
fixes a greater  quorum or voting  requirement  for the Board of  Directors  may
provide  that it may be amended or repealed  only by a specified  vote of either
the shareholders or the Board of Directors.

     (b) Unless the articles of incorporation or the Code provides otherwise,  a
provision  of these bylaws  limiting the  authority of the Board of Directors or
establishing staggered terms for directors may be adopted,  amended, repealed or
rescinded  only by the  affirmative  vote of the  holders of not less than sixty
percent  (60%) of all the issued and  outstanding  shares of Common  Stock.  The
shareholders  may provide by  resolution  that any bylaw  provision  repealed or
amended by them may not be repealed or amended by the Board of Directors.



                                       18
<PAGE>

                                  ARTICLE 10.

                                  Miscellaneous
                                  -------------

     10.1. Inspection of Records by Shareholders.  (a) A Shareholder is entitled
to  inspect  and  copy,  during  regular  business  hours  at the  Corporation's
principal  office,  any of the  following  records  of  the  Corporation  if the
shareholder gives the Corporation written notice of the shareholder's  demand at
least five  business  days  before the date on which the  shareholder  wishes to
inspect and copy such records:

               (1)  The   Corporation's   articles  or   restated   articles  of
incorporation and all amendments currently in effect;

               (2)  The   Corporation's   bylaws  or  restated  bylaws  and  all
amendments currently in effect;

               (3) Resolutions  adopted by either the  shareholders or the Board
of Directors  with respect to increasing or decreasing  the number of directors,
the classification of directors, if any, or the names and residence addresses of
any members of the Board of Directors;

               (4) Resolutions adopted by the Board of Directors creating one or
more classes or series of shares, and fixing their relative rights, preferences,
and  limitations,  if shares issued pursuant to such resolutions are outstanding
and any resolution adopted by the Board of Directors that affect the size of the
Board of Directors;

               (5) The minutes of all shareholders'  meetings,  executed waivers
of notice of meetings,  and executed  written  consents  evidencing  all actions
taken by shareholders without a meeting, for the past three years;

               (6) All written  communications to shareholders  generally within
the past three years,  including the financial statements furnished for the past
three years under section 14-2-1620 of the Code;

               (7)  A  list  of  the  names  and   business   addresses  of  the
Corporation's current directors and officers; and

               (8)  The  Corporation's   most  recent  annual   registration  as
delivered to the Secretary of State.

          (b) A  shareholder  is entitled to inspect  and copy,  during  regular
business hours at a reasonable location specified by the Corporation, any of the
following  records of the Corporation if the shareholder  meets the requirements
of subsection (c) of this Section 10.1 and gives the Corporation  written notice
of the shareholder's demand at least five business days before the date on which
the shareholder wishes to inspect and copy such records:



                                       19
<PAGE>

               (1)  Excerpts  from  minutes  of  any  meeting  of the  Board  of
Directors,  records of any action of a committee of the Board of Directors while
acting in place of the Board of Directors on behalf of the Corporation,  minutes
of any  meeting  of  the  shareholders,  and  records  of  action  taken  by the
shareholders or Board of Directors without a meeting,  to the extent not subject
to inspection under subsection (a) of this Section 10.1;

               (2) Accounting records of the Corporation; and

               (3) The record of shareholders.

          (c) A  shareholder  may  inspect  and copy the  records  described  in
subsection  (b) of this  Section 10.1 only if: (1) the  shareholder's  demand is
made in good faith and for a proper  purpose that is reasonably  relevant to the
shareholder's  legitimate  interest  as  a  shareholder;   (2)  the  shareholder
describes  with  reasonable  particularity  the  shareholder's  purpose  and the
records  the  shareholder  desires to  inspect;  (3) the  records  are  directly
connected  with the  shareholder's  purpose;  and (4) the records are to be used
only for the stated purpose.

     10.2.  Fiscal Year. The fiscal year of the Corporation  shall be fixed from
time to time by resolution of the Board of Directors. If no fiscal year is fixed
by the Board,  the fiscal  year of the  Corporation  shall end on December 31 of
each calendar year.

     10.3.  Seal.  The  corporate  seal  shall be in such  form as the  Board of
Directors may determine from time to time.

     10.4.  Financial  Statements.  The  Board  of  Directors  may  appoint  the
Treasurer or other fiscal officer or the Secretary or any other officer to cause
to be  prepared  and  furnished  to  shareholders  entitled  thereto any special
financial  notice  or any  financial  statements  which may be  required  by any
provision of law.

     10.5.  Appointment  of  Agents.  The  Chairman  of the Board,  if any,  the
President or any Vice  President or any other  officer  authorized  by the Board
shall be  authorized  and  empowered  in the name and as the act and deed of the
Corporation to name and appoint general and special agents, representatives, and
attorneys to represent  the  Corporation  in the United States or in any foreign
country or countries  and to name and appoint  attorneys and proxies to vote any
shares of stock in any other  corporation at any time owned or held of record by
the  Corporation,  and to prescribe,  limit, and define the powers and duties of
such agents,  representatives,  attorneys, and proxies and to make substitution,
revocation,  or  cancellation  in  whole or in part of any  power  or  authority
conferred on any such agent,  representative,  attorney, or proxy. All powers of
attorney or instruments under which such agents, representatives,  attorneys, or
proxies  shall be so named and  appointed  shall be signed and  executed  by the
Chairman of the Board, if any, the President,  or a Vice President, or any other


                                       20
<PAGE>

officer  designated  by the  Board,  and the  corporate  seal  shall be  affixed
thereto. Any substitution,  revocation,  or cancellation shall be signed in like
manner. Any agent, representative, attorney, or proxy, when so authorized by the
instrument  appointing  such person,  may  substitute  or delegate such person's
powers  in  whole  or in part  and  revoke  and  cancel  such  substitutions  or
delegations.  No  special  authorization  by the  Board  of  Directors  shall be
necessary in connection  with the  foregoing,  and this bylaw shall be deemed to
constitute  full and complete  authority to the officers above  designated to do
all the acts and  things as they deem  necessary  or  incidental  thereto  or in
connection therewith.

     10.6.  Contracts,  Deeds,  and  Loans.  All  contracts,  deeds,  mortgages,
pledges,  promissory notes,  security  documents,  transfers,  and other written
instruments  binding  upon the  Corporation  shall be  executed on behalf of the
Corporation by the Chairman of the Board, if any, or the President,  or any Vice
President,  or by such  officers  or  agents as the  Board of  Directors  or the
President (unless the Board of Directors shall otherwise  provide) may designate
from time to time. Any such  instrument  which may be or is required to be given
under the seal of the Corporation may be sealed and attested by the Secretary or
any Assistant Secretary of the Corporation.

     10.7.  Checks and  Drafts.  Checks and drafts of the  Corporation  shall be
signed by such  officer or  officers or such other  employees  or persons as the
Board of Directors may from time to time  designate.  The Board of Directors may
provide by  resolution  for the  authority  of  officers,  employees,  and other
persons to deal with  banks and other  financial  institutions  on behalf of the
Corporation.

                                  ARTICLE 11.

                              Fair Price Provisions
                              ---------------------

     The requirements of Part 2 of Article 11 of the Code shall be applicable to
the  Corporation  to the  maximum  extent  permitted  by the Code and  under the
circumstances set forth therein.

                                  ARTICLE 12.

               Business Combinations With Interested Shareholders
               --------------------------------------------------

     The requirements of Part 3 of Article 11 of the Code shall be applicable to
the  Corporation  to the  maximum  extent  permitted  by the Code and  under the
circumstances set forth therein.